Exhibit 10.4


 





Page 1 of 4




 


 


September 20, 2013


 





Raymond Gerrity


the TearDroppers, Inc.


3500 75th St. West


Rosamond, Ca. 93560


September 20, 2013


 


Re: General Advisory Services


 


 


Dear Mr. Gerrity,


 


The purpose of this letter (the "Agreement")
is to confirm the engagement of the TearDroppers, Inc. (hereinafter "TRDP")
by Gemini Southern, LLC (hereinafter "the Company") to act as a non-exclusive
Management Advisor to provide corporate finance services, under terms and subject to the conditions set forth herein.


 


The Company and GS hereby agree as follows:


 


Section 1. Term. The engagement under
this Agreement shall commence on the date of this Agreement, and shall terminate nine (36) months from the anniversary date of
this Agreement (the "Term").


 


Section 2. Advisory Engagement Letter
   During the Term of this agreement, the Company hereby retains GS to provide the Company with advice and assistance related the
following:


 


	(a)		to assist the company in business development efforts in the outdoor and travel industries,



 


	(b)		advisor shall be available for advice on operational and industry related matters
and other such business opportunities that the Company may from time to time request.



 








Section 3. Access to Information. In
connection with our activities on the Company's behalf, subject to any confidentiality obligations the Company owes to third
parties, the Company will furnish us and any potential financing sources approved by the Company, with all information and data
(the "Information") which GS may reasonably request and is reasonably acceptable to the Company and will provide me and
any potential financing sources approved by the Company reasonable access to the Company's officers, directors, accountants and
counsel.


 


Section 4.
Company's Representations and Covenants. The Company represents and warrants that to the best of its knowledge all Information
will be true, accurate and complete and will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading. The Company further represents
and warrants that any projections provided to us or contained in any materials prepared by the Company will have been prepared
in good faith and will be based upon assumptions which, in light of the circumstances under which they are made, are reasonable.


 






    	 



    	 



    

 


Page 2 of 4


 





The Company acknowledges and agrees that, in
rendering GS's services hereunder; GS will be using and relying on the Information. GS does not assume responsibility for the accuracy
or the completeness of the Information or any other information regarding the Company.


 


The Company also represents and warrants that it has not retained
or caused to be retained and, during the Term, will not retain or causer to be retained any other financial advisor or advisor
to assist the Company in the areas set forth herein, without the prior written consent of Advisor.


 


Section 5. Compensation. $25,000 per month.


 





Section 6. Expenses. The Company agrees
to compensate GS with non accountable expenses of $2,500 per month.


 


Section 7. Indemnity. Because GS will
be acting on the Company's behalf, it is the practice to receive indemnification. An indemnification provisions (the "Indemnification
Provisions") is attached to this agreement and is incorporated herein and made a part hereof.


 


Section 8. Independent Contractor.
Nothing herein contained shall be construed to constitute the parties hereto as partners or as joint ventures, or either as agent
of the other, or as employer and employee. By virtue of the relationship described herein, the GS relationship to the Company during
the Term shall only be that of an independent contractor and GS shall perform all the Services as an independent contractor. Subject
only to such specific limitations as are contained in this Agreement, the manner, means, details or methods by which GS performs
its obligations under this Agreement shall be solely within GS's discretion.


 


Section 9. Miscellaneous.


 


(a) Notices. All notices and other communications
required or permitted hereunder shall be in writing and shall be delivered either (i) personally, (ii) by facsimile transmission,
or (iii) by a nationally recognized overnight courier, in each case with all delivery or postal charges pre-paid, and in each case,
addressed attention: President. All notices and communications shall be sent or delivered to the address or fax number, as applicable,
for the applicable party as set forth on the signature page of this Agreement, or at such other address or fax number as the applicable
party shall have furnished in writing to the other party (or its transferees). Each such notice or communication, addressed and
posted as aforesaid, shall for all purposes of this Agreement be treated as effective or having been given (i) when delivered,
if delivered personally, (ii) the business day on which the notice or communication is sent, if delivered by facsimile transmission,
or (iii) upon the earlier of its receipt or two (2) business days after the business day of deposit with a nationally recognized
overnight courier, if delivered by such means.




 






    	 



    	 



    






 


 


Page 3 of 4


 





(b) Modifications. This Agreement may
be amended, modified and supplemented only by written agreement of the parties hereto.


 


(c) No Waiver. No failure or delay
on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other
right, power or remedy hereunder.


 


(d) Validity. The invalidity or unenforceability
of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.


 


(e) Entire Agreement. This Agreement
constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements
and understandings, both written and oral, between the parties with respect to the subject matter hereof.


 


(f) Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors and assigns of Company. Company may assign its
rights under this Agreement in connection with any safe, transfer or other disposition of all or a substantial portion of the
stock or assets of Company.


 


(g) Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same agreement


 


(h) Severability. In the event that
any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions hereof shall not in any way be affected or impaired thereby.


 


 


(i) Governing Law. This Agreement
shall be instituted and enforced in accordance with, and governed by, the laws of the State of Georgia applicable to contracts
to be made, executed, delivered and performed wholly within such state and, in any case without regard to the conflicts of law
principles and policies of such state.


 


 


 


 


 


 


 


 


 


The bottom of this intentionally left blank


 






    	 



    	 



    

 


Page 4 of 4


 





Please sign this letter at the place indicated below, whereupon
it will constitute our mutually binding agreement with respect to the matters contained herein.


 


 


 


 


	 	Very truly yours,
	 	 
	 	the TearDroppers, Inc.
	 	 
	 	 
	 	 
	 	 
	  	By
    /s/ Raymond Gerrity
	 	 
	 	Name:  Raymond Gerrity
	 	 
	 	Title:   President


 


Confirmed and agreed to:


 


By: /s/ Kevin O’Connell


Name: Kevin O’Connell


Title: Manager