EXHIBIT
10.2

     

    CONSULTING
SERVICES AGREEMENT

     

    THIS
CONSULTING SERVICES AGREEMENT (the “Agreement”)
is made and entered as of April 29, 2010 (the “Effective
Date”) by and between Accelerated Acquisitions V, Inc., a Delaware
Corporation (the “Company”)
and Accelerated Venture Partners LLC, a Delaware limited liability company (the
“Consultant”). 
The Company and the Consultant may each be referred to herein as a “Party” and
together as the “Parties.”

     

    RECITALS

     

    A. 
         The Company is seeking to
develop its business of demand pooling on the Internet.

     

    B. 
         The Consultant desires to
assist the Company by providing advice about such activities and to provide
related services to the Company, subject to the terms and conditions of this
Agreement.

     

    THE
PARTIES AGREE AS FOLLOWS:

     

    Scope of Services;
Performance. 
The consulting services covered by this Agreement (collectively, the
“Services”) are
described in detail on Exhibit A attached
hereto.  Subject to the specific limitations imposed herein and those
resulting from the nature of the Services to be performed, the Consultant will
exercise independent professional judgment in determining the method, details,
and means of performing the Services.  The Company does not propose to
exercise any control over the method and manner of providing the Services. 
The Consultant will endeavor to perform the Services within a reasonable period
of time, except for delays occasioned by factors beyond the Consultant’s
control, by factors not reasonably foreseeable, or by factors initiated by the
Company.  No other warranty, express or implied, is made with respect to
Services performed under this Agreement.

     

    Access to Company.  The
Company shall make available to the Consultant such of its personnel and
resources as is reasonably appropriate in order for the Consultant to perform
the Services.

     

    Compensation; Payment. 
The Company will compensate the Consultant for the Services pursuant to the
terms set forth on Exhibit
B attached hereto.  In the event that Consultant and the
Company agree to amend Exhibit A so as
to cause the Consultant to provide additional Services, Exhibit B shall
be amended to provide additional compensation for such additional
Services.  Except as otherwise set forth on Exhibit B, invoices
will be sent to the Company monthly or in accordance with a mutually agreed upon
schedule set forth on Exhibit B, and shall
be due within 30 days of the billing date indicated therein or on a deferred
basis as described on Exhibit B.  The
Company agrees to pay interest on any outstanding balance (not including any
accrued but deferred amount) over 30 days past due at the lesser of the rate of
1.0% per month or the highest rate permitted under applicable state law until
such balance is paid.  Should the outstanding balance (not including any
accrued but deferred amount) remain over 30 days past due the Consultant may
also, without liability, suspend performance of the Services.  The
Consultant reserves the right to decline further work with the Company for any
reason, including without limitation, if the Company is delinquent in payment of
charges due to the Consultant hereunder (not including any accrued but deferred
amount).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Ownership; Exclusions. 
Except as set forth below, any proprietary rights, whether tangible or
intangible, arising out of or relating to any portion of the Services, including
but not limited to all paper and electronic files provided as source materials,
all output files produced by the Company, and all printed copies of output
files, all work in progress, and all deliverables (collectively, the “Work Product”) shall be the
sole property of the Company, and may be used without restriction by the
Company.  However, such Work Product shall not include the
proprietary systems, plans, concepts, programs, models, designs, tools,
equipment process automation, computer programs or code, devices, inventions and
processes of the Consultant (collectively, the “Consultant Systems”) used by
the Consultant in connection with provision of the Services, nor shall it
include any improvements upon the Consultant Systems discovered or developed by
the Consultant in the course of providing the Services to the Company.  The
Consultant Systems, including improvements and any proprietary rights therein,
shall be the exclusive property of the Consultant.

     

    Confidentiality.

     

    Definition.  For
purposes of this Agreement, “Confidential Information”
means information of either Party (the “Disclosing Party”) or any
person or business entity directly or indirectly controlled by or controlling
the Disclosing Party, or in which any of the aforesaid have at least a 50%
interest, which information is or has been disclosed to the other Party (the
“Recipient Party”) or
is otherwise known to the Recipient Party as a consequence of or through the
performance of Services for the Company, whether or not related to the
Consultant’s duties for the Company, including, but not limited to, information
relating to original works of authorship, disclosures, processes, systems,
methods, formulas, trade secrets, procedures, concepts, algorithms, software,
compositions, techniques, drawings, specifications, models, data, source code,
object code, documentation, diagrams, flow charts, research procedures,
copyrights, copyright applications, trademarks, trademark applications, devices,
machinery, materials, cost of production, contract forms, prices, pricing
policies, volume of sales, promotional methods, identity or information about
customers or suppliers, marketing techniques or other information of a similar
nature.  Information shall be considered to be Confidential Information if
not known by the trade generally, even though such information has been
disclosed to one or more third parties pursuant to distribution agreements,
joint research agreements, or other agreements entered into by the Disclosing
Party.  Confidential Information shall not include information which (a) is
or becomes publicly known through no fault of the Recipient Party; (b) is
learned by the Recipient Party from a third party entitled to disclose such
information; (c) is previously known to the Recipient Party before receipt from
the Disclosing Party; (d) is developed by or for the Recipient Party
independently of the Confidential Information; or (e) is required to be
disclosed by a court or government agency of competent
jurisdiction.

     

    Restrictions.  Each
Party understands that it may receive Confidential Information of the other
Party during the course of this Agreement.  Neither Party shall, either
during or subsequent to the term of this Agreement, directly or indirectly,
disclose or use any Confidential Information of the other Party to any person or
entity, except as is necessary to perform the obligations
hereunder.

     

    Injunctive Relief.  The
Parties acknowledge and agree that damages will not be an adequate remedy in the
event of a breach of either Party’s obligations under this Section 5.  Each
Party therefore agrees that the other Party shall be entitled (without
limitation of any other rights or remedies otherwise available to such other
Party and without the necessity of posting a bond) to obtain an injunction from
any court of competent jurisdiction prohibiting the continuance or recurrence of
any breach of this Section 5.

     

    Financing Transactions. 
It is understood that as relates to any public or private offering of
convertible debt, common or preferred stock or any other security or investment
instrument of the Company (“Financing”), the Consultant
is acting as an advisor only, is not a licensed securities or real estate broker
or dealer, and shall have no authority to enter into any commitments on the
Company’s behalf, or to negotiate the terms of any Financing, or to hold any
funds or securities in connection with any Financing or to perform any act which
would require the Consultant to become licensed as a securities or real estate
broker or dealer under applicable state or federal law.  In consideration
of the Company entering into this Agreement and as an inducement to the Company
agreeing to pay the compensation described on Exhibit
B hereto, the Company and the Consultant confirm and acknowledge
that pursuant to the Consultant’s provision of Services hereunder:

     

    The
Consultant has not engaged, and shall not engage, in any actions requiring
registration as a securities broker or dealer under any applicable federal,
state or foreign laws;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
Consultant shall only introduce to the Company prospective investors that the
Consultant reasonably believes are “accredited investors” as defined in Rule
501(a) promulgated under the Securities Act of 1933, as amended, and will assist
the Company in performing whatever reasonable due diligence investigation may be
necessary in order to confirm such “accredited investor” status;
and

     

    The
Consultant has not engaged, and shall not engage, in any general solicitation or
advertisement to seek investors or potential investors in the
Company.

     

    Indemnification and Company
Representation.

     

    Indemnification of
Consultant.  In addition to the specific indemnification
contemplated under Section 7.3 below, the Company agrees to indemnify and hold
harmless the Consultant from and against any and all losses, claims, damages,
liabilities, judgments, charges and expenses (including all legal or other
expenses reasonably incurred by the Consultant) in connection with investigating
or defending against or providing evidence in any litigation, whether commenced
or threatened, in connection with any claim, action or proceeding to which the
Consultant becomes subject, whether or not resulting in any liability, caused
by, or arising out of any Services by the Consultant under this Agreement;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage or liability is found to have resulted
from the Consultant’s negligence, bad faith,
fraud or misconduct..

     

    Counsel.  The Consultant
shall be entitled to employ counsel separate from the Company and from any other
party in such action.  In such event, the reasonable fees and disbursements
of such separate counsel, as incurred, shall be paid by the
Consultant.

     

    Company Representation and
Warranty.  The Company hereby represents and warrants that all
information provided to Consultant pertaining to the Company and relating to the
Services shall be true and correct in all material respects, and that the
Company shall hold Consultant harmless from any and all liability, expenses or
claims arising from the disclosure or use of such information.

     

    Indemnification of
Company.  If the Company or its officers, directors, shareholders or
affiliates suffer or incur any loss, claim, damage, liability or expense by
reason of the Consultant’s negligence, bad
faith, fraud or misconduct in the provision of Services, the Company
and any such persons have the same rights of indemnification from the Consultant
as are given by the Company to the Consultant hereunder.

     

    Term and Termination. 
This Agreement shall be effective from and after the date hereof until one year
after the Effective Date, unless earlier terminated by either Party in writing
on 10 days notice; provided, however, that the Company may not terminate this
Agreement other than for “Cause” (as defined below) or in connection with a
“Buyout” as described in Exhibit B.  For
purposes of this Agreement, termination for “Cause” means either (a)
termination by the Company of this Agreement by reason of the Consultant’s fraud
or misconduct that materially and adversely affects the Company, negligence in
the performance of Services, persistent failure to perform the Services as
contemplated herein, conduct that
discredits the Company, or material breach of the terms of this Agreement,
provided in each case that the Consultant has been provided written notice of
the facts and circumstances alleged to constitute Cause hereunder and at least
30 days’ opportunity to cure the same, or (b) termination by the Company of this
Agreement for any reason or no reason if “Milestone 1” (as defined in Exhibit B) has
not occurred on or before one year after the Effective Date.

     

    Limitation of
Liability.

     

    Sole Remedy.  The sole
remedy for any breach of this Agreement by the Consultant shall be to reimburse
the Company for actual fees received by the Consultant relating to Services that
were not provided as a result of the breach.  In no event shall the
Consultant’s aggregate liability to the Company under this Agreement exceed the
amount of cash fees received by the Consultant hereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Limitation of
Liability.  IN NO EVENT SHALL THE CONSULTANT, ITS AFFILIATES,
OFFICERS, AGENTS, MANAGERS OR MEMBERS (COLLECTIVELY, THE “CONSULTANT AFFILIATES”) BE
LIABLE FOR ANY DAMAGES INCLUDING LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY
INDIRECT, SPECIAL OR INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING
LOSS OF PROFITS) IN CONNECTION WITH THE TERMS OF THIS AGREEMENT, REGARDLESS OF
THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE CONSULTANT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

     

    Other Engagements. 
Nothing in this agreement shall preclude the Consultant from entering into
agreements similar to this Agreement with other parties.  In addition, the
Company acknowledges and agrees that the Consultant may, concurrent with
engagements undertaken for the Company and in the future, undertake consulting
or service engagements with other persons or entities whose business or products
may be similar to or competitive with the business or products of the
Company.

     

    Independent
Contractor/Taxes.  The Consultant is not an agent or employee of the
Company and is not authorized to act on behalf of the Company.  Except as
required by a final determination by the Internal Revenue Service or state
taxing authority and upon due notice to the other party, the Consultant and the
Company each agrees that it will treat the Consultant as an independent
contractor for tax purposes and file all tax and information returns and pay all
applicable taxes on that basis.

     

    Notices.  Any notice
given pursuant to this Agreement shall be in writing and shall be effective
immediately upon hand delivery or delivery by courier to the other Party or one
business day after facsimile transmission to the other Party or five business
days after deposit of the notice in the United States first class mail, by
registered or certified mail, postage prepaid, to the addresses set forth below
the respective signature lines of the Parties.

     

    Arbitration.  Any
controversy or claim arising out of, or relating to, this Agreement or the
breach of this Agreement will be settled by arbitration by, and in accordance
with the applicable Commercial Arbitration Rules of the American Arbitration
Association and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction.  The arbitrator(s) will have the
right to assess, against a Party or among the Parties, as the arbitrator(s) deem
reasonable, (a) administrative fees of the American Arbitration Association, (b)
compensation, if any, to the arbitrator(s) and (c) attorneys’ fees incurred by a
party.  Arbitration hearings will be held in the county of defendant. 
The provisions of California Code of Civil Procedure Section 1283.05 will apply
to any arbitration.

     

    No Joint Venture. 
Nothing in this Agreement shall be construed to make the Parties hereto joint
venturers or partners or to create any relationship of principal and
agent.  Neither Party has the power or authority to commit or bind the
other Party without such other Party’s prior written consent.

     

    Governing Law.  This
Agreement shall be governed by and interpreted pursuant to the laws of the State
of California, excluding those laws that direct the application of the laws of
another jurisdiction.

     

    Waiver.  The waiver of
any term or condition contained in this Agreement by any Party shall not be
construed as a waiver of a subsequent breach or failure of the same term or
condition or a waiver of any other term or condition contained in this
Agreement.

     

    Assignment.  The rights
and liabilities of the Parties hereto shall bind and inure to the benefit of
their respective successors, heirs, executors and administrators, as the case
may be; provided, however, that as the Company has specifically contracted for
the services to be provided by the Consultant hereunder, the Consultant may not
assign or delegate the Consultant’s obligations under this Agreement either in
whole or in part without the prior written consent of the Company.

     

    Headings.  The section
headings used in this Agreement are intended for convenience of reference and
shall not by themselves determine the construction or interpretation of any
provision of this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Survival of Provisions. 
Each and all of the terms, provisions and/or covenants of each of Sections 4, 5,
7 and 9 through 21 and Section 2 (a) of Exhibit of this Agreement shall, for any
and all purposes whatsoever, survive the termination of this
Agreement.

     

    Entire Agreement;
Modifications.  Except as otherwise provided herein or in the
exhibits hereto, this Agreement represents the entire understanding among the
Parties with respect to the subject matter of this Agreement, and this Agreement
supersedes any and all prior and contemporaneous understandings, agreements,
plans, and negotiations, whether written or oral, with respect to the subject
matter hereof, including, without limitation, any understandings, agreements, or
obligations respecting any past or future compensation, bonuses, reimbursements,
or other payments to the Consultant from the Company.  All modifications to
the Agreement must be in writing and signed by each of the Parties
hereto.

     

    Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

    [Remainder
of Page Intentionally Left Blank]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Parties have executed this Consulting Services Agreement as
of the date first above written.

     

    
      
        
          
            
              
                	
                        Accelerated
      Acquisitions V, Inc.

                      	 
	 
      	 
      	 
	
                        By:

                      	
                        /s/ Richard K. Aland

                      	 
	 
      	
                        Name:
      Richard K. Aland,

                      	 
	 
      	 
      	 
	 
      	
                        Title:
      Chairman and Chief Executive Officer:

                      	 
	 
      	 
      	 
	                                      	
                        Address:                    

                      	
                        12720
      Hillcrest Rd Ste 1045

                      	 
	 	 	 	 
	 
      	 
      	
                        Dallas,
      TX  75230

                      	 


              

            

          

        

      

    

    


    
      
        
          
            
              
                	
                        Accelerated
      Venture Partners LLC

                      	 
	 
      	 
	
                        By:

                      	
                        /s/ Timothy Neher

                      	 
	 
      	
                        Name:
                Timothy
      Neher

                      	 
	                                      	 	 
	 
      	
                        Title:
                 
      Managing Member

                      	 
	 
      	 
      	 
	
                        Address:

                      	
                        1840
      Gateway Drive, Suite 200

                      	 
	 	 	 
	 
      	
                        Foster
      City, CA 94404

                      	 


              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    SCOPE
OF SERVICES

    


    Subject
to the terms and conditions of the Agreement to which this Exhibit A is
attached, the Company hereby appoints the Consultant its nonexclusive agent to
assist the Company by reviewing the Company’s business plan, identifying and
introducing prospective financial and business partners to the Company who will
close upon a financing transaction as described in greater detail in Exhibit B
to this Agreement (collectively, the “Services”).

     

    The
Consultant will report to the Company’s Chief Executive Officer and Board of
Directors.

     

    The
Company will not control in any way the methods used by the Consultant in
performing the Services.  The Consultant will at all times, and at the
Consultant’s own expense, maintain all facilities, equipment, and
instrumentalities required to perform the Services, including without
limitation, office space, computer, printer, internet connection, facsimile,
paper, office supplies and telephone.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    COMPENSATION
AND EXPENSES

    


    1. 
         Equity
Compensation.  In consideration of providing the Services, the
Company will issue to the Consultant shares of the Company’s common stock (the
“Shares”)
representing 7.5% of the Company’s total “fully-diluted” capitalization, i.e.,
including all shares of common stock, preferred stock and other equity on an
as-converted basis plus all shares issued or issuable upon exercise of options,
warrants or other convertible securities and all shares reserved under any
employee stock option or similar plan(s).  The Shares will be issued within
10 days after the Effective Date at a purchase price of $0.0001
per share payable by the Consultant in cash.  The Shares will be
subject to a right of repurchase in favor of the Company at $0.0001 exercisable
upon termination of this Agreement pursuant to Section 8, which right of
repurchase will lapse as follows:

     

    (a)           The
right of repurchase will lapse with respect to 70% of the Shares upon a
successful reverse merger with a publicly listed SEC reporting entity or
Company’s securing at least $5 million in available cash, whether from debt or
equity investment, grant funding, litigation proceeds, a combination thereof or
any other source (“Milestone
1”), provided that the Consultant’s provision of Services hereunder has
materially contributed to the Company’s achievement of Milestone 1.

     

    (b)           The
right of repurchase will lapse with respect to 20% of the Shares upon the
Company’s securing at least $10 million in available cash (inclusive of any
amounts already attributed to Milestone 1), whether from debt or equity
investment, grant funding, litigation proceeds, a combination thereof or any
other source (“Milestone
2”), provided that the Consultant’s provision of Services hereunder has
materially contributed to the Company’s achievement of Milestone 2.

     

    (c)           The
right of repurchase will lapse with respect to 10% of the Shares upon the
Company’s securing at least $15 million in available cash (inclusive of any
amounts already attributed to Milestone 1), whether from debt or equity
investment, grant funding, litigation proceeds, a combination thereof or any
other source (“Milestone
3”), provided that the Consultant’s provision of Services hereunder has
materially contributed to the Company’s achievement of Milestone 3.

     

    For the
sake of clarity, if the Company secures sufficient cash to qualify for a
Milestone described above, all prior Milestones shall also be deemed to have
been met, i.e., if the Company has not yet achieved Milestone 1 but then secures
$6 million in available cash, all Milestones will be deemed to have been
met.

     

    Should
the Consultant identify or introduce an investor to the Company, and should the
Company decide to accept an investment from that investor that is less than the
Milestone 1 minimum limit, then the compensation of Shares to the Consultant
will be prorated accordingly.  Notwithstanding anything above to the
contrary, the Company’s right of repurchase with respect to any Shares will
lapse in its entirety upon completion of all milestones, a merger, acquisition
or other change of control of the Company.

     

    2. 
         Cash
Compensation.  From the effective date herein, until Milestone 1 has
been reached, the Company agrees to pay the Consultant at the rate of $87,500
per month of Services.  The Company will defer payment of such cash
compensation until the Company has achieved Milestone 1.  Notwithstanding the
foregoing, if the Company terminates the Agreement for Cause prior to
Milestone 1, the Consultant will not be entitled to, and
hereby waives any right to receive, any accrued cash compensation
hereunder.  Upon achievement of Milestone 1, the Company will immediately
pay all accrued cash compensation hereunder and will thereafter continue to pay
the Consultant on a monthly basis) at the rate of $87,500 per month of Services
until the Company has achieved Milestone 2.  Beginning in the month
following achievement of Milestone 2, the Company will pay the Consultant (on a
monthly basis) at the rate of $87,500 per month of Services. 
Notwithstanding the foregoing, any cash compensation otherwise payable by the
Company to the Consultant pursuant to this provision (a) in excess of $350,000
(milestone cap) may be deferred until achievement of Milestone 2, and (b) in
excess of $700,000 may be deferred until achievement of Milestone 3.  At no
time under this Agreement shall the total sum payable to the Consultant in any
Milestone period exceed $1,050,000.  The total cash compensation to the
consultant after achievement of all milestones shall not exceed $1,005,000,
unless the amount received by the company is more than Milestone 3 as outlined
in section (a) below.  Upon termination of this Agreement for any reason,
the Consultant will waive any and all entitlement to cash compensation which has
been deferred pursuant to the foregoing provisions but not yet paid due to the
Company’s failure to achieve the applicable Milestone.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
Parties agree that if Consultant identifies and introduces the Company to a
potential funding source and such potential funding source during or after the
Term of this Agreement provides equity or debt Financing that is an amount less
than Milestone 1, in between any of the above Milestones, greater than the above
Milestones and/or any Subsequent Financing Transaction occurs, the cash
compensation earned by the Consultant under this Agreement will be prorated
according to the above Milestones and billed to and paid by the
Company.

     

    3. 
         Accelerated Cash
Payments.  Notwithstanding the foregoing, during the 30 day period
following each Milestone, the Company may elect to terminate this Agreement and
forego all future cash payments to the Consultant by paying a lump sum amount
(the “Buyout”)
equal to the then monthly cash rate for Services set forth above times the
number of months remaining in the term of this Agreement, pro rated if necessary
for any partial months, times 95%.  If the Company chooses to pay the
Buyout, the Company’s right of repurchase with respect to the Shares as set
forth in Section 1 of this Exhibit B, if any,
will lapse in its entirety.

     

    4. 
         Expense
Reimbursement.  The Company agrees to reimburse the Consultant,
within ten business days of presentment of receipts in support thereof, for all
pre-approved reasonable, ordinary and necessary travel and entertainment
expenses incurred by the Consultant in conjunction with the Consultant’s
services to the Company, consistent with the Company’s standard reimbursement
policy.  The Company shall pay travel costs incurred by the Consultant in
conjunction with the Consultant’s services to the Company consistent with the
Company’s standard travel policy.

     

    5. 
         Participation
Rights.  The Company will allow the Consultant to invest up to
an additional $5 million in any future debt or equity offering of the Company on
the same terms and conditions offered to other participants in such
offerings.  The Consultant will not be obligated to participate in any
such offerings.