Exhibit
      10.27

    


    

    


    August
      14, 2008.

    


    William
      D. Kirkland

    President
      & CEO

    Collexis
      Holdings, Inc.

    1201
      Main
      Street

    Suite
      980

    Columbia,
      SC 29201

     

    Dear
      Bill,

    


    Thank
      you
      for reaching out to us - we are very excited by the prospect of helping Collexis
      to develop a roadmap for the next phase of its commercialization. 

    


    OUR
      UNDERSTANDING

    


    Collexis.
      Collexis
      Holdings, Inc. (OTC: CLXS), headquartered in Columbia, South Carolina, has
      a
      mission to provide software that supports knowledge extraction and discovery
      across multiple industries. It develops software that supports the
      market-building tools to search and mine sets of information. In addition to
      the
      standard data and information retrieval capabilities, the Company's technology
      is able to discover relationships between elements of different information
      items, via clustering and/or aggregation, and thus uncover important implicit
      knowledge. Collexis Engine 6.0 software enables discovery through
      identification, ordering, and aggregation of ideas and concepts. It can create
      ‘fingerprints’ of texts, such as articles, Web pages, books, and internal and
      external databases, which can be used in turn to find the relevant information
      for a researcher or business professional.

     

    Collexis
      has completed several initiatives over the past year, including the acquisition
      of Lawriter (500,000 members), the launch of a medical social network (30,000
      registered users), the launch of new marketing partnerships (Thomson Web of
      Science), and the acquisition and reorganization of internal software and
      technology development capabilities. 

     

    
      	 	
              Booz
                & Company (N.A.) Inc.

              101
                Park Avenue

              New
                York, NY 10178

              Tel    
                1 212 551 6309

              Fax   
                1 212 551 6732

              www.booz.com

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    August
      14, 2008.

    Page
      2

    


    So,
      you
      are looking for a consultant with both relevant industry expertise and deep
      functional expertise to help Collexis develop an optimal near- to mid-term
      roadmap for value-maximizing commercialization. Specifically, you would like
      to
      address the following questions:

    


    
      	 	
              ·

            	
              What
                applications should Collexis develop next, and for which markets
                first?

            


    

    
      	 	
              ·

            	
              Which
                geographic markets should be
                prioritized?

            


    

    
      	 	
              ·

            	
              What
                verticals should Collexis target?

            


    

    
      	 	
              ·

            	
              What
                revenue models should be employed, for which markets, and for which
                applications?

            


    

    
      	 	
              ·

            	
              What
                is the best channel(s) to market for Collexis? Should it build its
                own
                salesforce, or partner with another?
                Whom?

            


    

    


    Booz
      & Company is uniquely qualified to support Collexis in this effort. We bring
      experience in similar engagements, as well as significant industry
      expertise.

     

    We
      estimate 6 weeks to complete this assignment and anticipate working closely
      with
      the Collexis senior team to maintain direction and perspective throughout the
      project. Therefore, the availability of key stakeholders to participate in
      this
      effort will be important.

    


    The
      time
      frame also relies on participation and insights from industry professionals.
      We
      will leverage these interviews with key opinion leaders to obtain their views
      on
      likely future demand for Collexis’ and other related products. 

     

    We
      will
      perform a detailed review of Collexis’ product portfolio, including assessing
      factors including, but not limited to:

    


    
      	 	
              ·

            	
              User
                experience compared to alternative sources and
                tools

            


    

    
      	 	
              ·

            	
              High-level
                understanding of how Collexis and competitive and complementary products
                fit into the workflow to meet end-user needs within specific
                verticals

            


    

    
      	 	
              ·

            	
              Key
                advantages of current and planned
                development

            


    

    
      	 	
              ·

            	
              Development
                and marketing plans and schedule

            


    

     

    We
      will
      develop the optimal roadmap for the next phase of your commercialization
      efforts. The selection process will involve the prioritization of opportunities
      based on their intrinsic value, risk profile and other attributes, such as
      the
      preferences and utility curve of your key stakeholders. .

     

    We
      will
      staff this assignment with resources that draw on the full range of capabilities
      of Booz & Company. We have assembled an experienced team of professionals to
      support Collexis in this effort. We propose a senior team with the experience
      and insight into strategic issues that Collexis faces. Our senior time
      commitment is a reflection
      of how we view the importance and complexity of this effort. We will be
      supported in the background by our core team of consultants to fully leverage
      our impact.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    August
      14, 2008.

    Page
      3

    


    Based
      on
      the discussions we have had and the outlined in this document, we believe this
      assignment will take 6 weeks to complete. Booz & Company’s charge for
      professional consulting fees for the activities and size of team outlined would
      result in overall professional fees of $354,000, plus expenses as incurred.
      All
      engagement related expenses for travel, research, report production and the
      like
      will be charged in addition to the professional fees.

     

    Booz
      & Company will devote its best professional efforts to this assignment. All
      findings, conclusions, and recommendations will represent our best judgment
      based on the information available. A copy of our terms and conditions are
      attached as Appendix I. To authorize us to begin work and acknowledge your
      agreement to this proposal, including the terms and conditions, please sign
      this
      proposal and return to us.

    


    * * * * * * * * * * *

    


    Bill,
      we
      look forward to getting started and working with you on this most important
      strategic initiative.

     

    
      	
              By:
                

            	
              /s/Justin
                Pettit

            
	
              BOOZ
                & COMPANY INC.

            
	
              Vice
                President

            


    

     

    Accepted
      and Agreed to:

    


    
      	
              By:

            	
              /s/William
                D. Kirkland

            
	 	
              President
                and CEO

            
	 	
              Collexis
                Holdings, Inc.

            


    

     

    Date:_August
      14, 2008

     

    cc:
      M.
      Egol

    C.
      Vollmer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
APPENDIX
      I

     

    
      	1.	
              Scope
                Of Work: Booz
                & Company Inc. (“Booz & Company”) hereby agrees to perform the
                work described in the attached proposal to Client (the
                “Proposal”).

            


    

     

    
      	2.	
              Compensation:
                Client
                agrees to pay Booz & Company for the services rendered to the Client
                pursuant to this Agreement and to reimburse Booz & Company for
                expenses incurred in connection with providing such services in accordance
                with the attached Proposal. 

            


    

     

    
      	3.	
              Confidentiality:
                Each
                party shall keep confidential and shall not use (except in connection
                with
                this Agreement) any confidential information disclosed to it by the
                other
                party. The parties agree that the following shall not constitute
                “confidential information”:

            


    

     

    (i) information
      that was in the public domain or in the possession of the receiving party at
      the
      time of disclosure to that party by the other party,

     

    (ii)
       information
      independently developed by a party,

     

    (iii)
       information
      that subsequently comes into the public domain through no fault of the receiving
      party, and

     

    (iv)
       information
      that is also disclosed to the receiving party by a third party who is under
      no
      obligation to the disclosing party to keep that information
      confidential.

     

    The
      foregoing notwithstanding, Booz & Company may serve other clients in the
      same industry as long as it does so without compromising its responsibility
      to
      maintain the confidentiality of Client’s confidential information including
      parties with whom you compete or have a commercial relationship.

     

    
      	4.	
              Cooperation:
                Both
                Booz & Company and Client acknowledge and agree that successful
                completion of this assignment will require their full and mutual
                good
                faith cooperation. The development tasks to be performed by Client
                personnel, including staffing requirements, and the obligations of
                Client
                regarding such personnel, are as set forth in the Proposal. In addition
                to
                performing those tasks identified in the Proposal, Client agrees
                to
                provide such services, equipment, software and support as are stated
                to be
                Client's responsibility in the Proposal. Client further agrees that
                information provided to Booz & Company shall be complete, accurate and
                prompt, that its reviews of Booz & Company work shall be timely and
                shall be performed by personnel fully familiar with Client’s business and
                requirements.

            


    

     

    
      	5.	
              Use
                of Information:
                Client understands and agrees that in performing this assignment
                Booz
                & Company will be using publicly available information and information
                in reports and other material provided by others, including, without
                limitation, information provided by Client, and that Booz & Company
                does not assume responsibility for and may rely, without independent
                verification, on the accuracy and completeness of any such information.
                All estimates and projections contained in our work product will
                be based
                on data and information obtained from the sources cited and contain
                significant elements of subjective judgment and analysis, which may
                or may
                not be correct.

            


    

     

    
      	6.	
              Use
                of Work Product:
                Client understands and agrees that all reports, analyses or other
                material
                provided by Booz & Company are solely for client’s information and use
                in connection with the assignment and that no third party may rely
                on our
                work product. Booz & Company shall retain all rights to concepts,
                approaches, methodologies, models, tools, generic industry information,
                knowledge and experience possessed by Booz & Company prior to, or
                acquired by it during, the performance of the assignment.
                

            


    

     

    
      	7.	
              Limitation
                of Liability: Booz
                & Company shall have no liability with respect to its obligations
                under this Agreement or otherwise for consequential, incidental or
                punitive damages even if it has been advised of the possibility of
                such
                damages. In any event, the liability of Booz & Company to Client for
                any reason and upon any cause of action shall be limited to the amount
                paid to Booz & Company by Client hereunder. This limitation applies to
                all causes of action in the aggregate, including without limitation
                to
                breach of contract, breach of warranty, negligence, strict liability,
                misrepresentations, and other torts. Both parties understand and
                agree
                that the remedies and limitations herein allocate the risks of product
                and
                service nonconformity between the parties as authorized by applicable
                laws. The fees proposed herein reflect this allocation of risk and
                the
                exclusion and limitation of damages in the Proposal and this
                Agreement.

            


    

     

    
      	8.	
              Indemnification:
                Client hereby agrees to indemnify and hold Booz & Company harmless
                from and against all claims, liability, losses, damages and expenses
                as
                they are incurred, including legal fees and disbursements and the
                cost of
                Booz & Company personnel time at normal professional rates relating to
                or arising out of any transaction or matter which is related to the
                subject matter of the assignment. Client shall not, however, be liable
                under this indemnity to the extent that any such claims, liability,
                losses, damages and expenses result from the gross negligence or
                willful
                default of Booz & Company.

            


    

     

    
      	9.	
              Dispute
                Resolution:
                Any dispute whatsoever between the parties arising out of or relating
                to
                the assignment shall be settled by arbitration in New York, New York
                under
                the Rules of Arbitration of the American Arbitration Association
                (“AAA”),
                and judgment upon the award rendered by the Arbitrator(s) may be
                entered
                in any Court having jurisdiction thereof. The arbitration shall be
                conducted in English by three Arbitrators. The party initiating
                arbitration shall appoint an Arbitrator in its arbitration notice
                to the
                other party who shall appoint the second Arbitrator within 30 days
                of
                receipt of the notice. If the second party shall fail to appoint
                an
                Arbitrator within that period then the second Arbitrator shall be
                appointed by the AAA. The first two Arbitrators shall appoint a third
                Arbitrator within 30 days of the appointment of the second Arbitrator.
                If
                the first two Arbitrators fail to appoint a third Arbitrator within
                that
                period, the third Arbitrator shall be appointed by the AAA. Judgment
                upon
                the award rendered by the AAA may be entered in any Court having
                jurisdiction thereof.

            


    

     

    
      	10.	
              Termination:
                In
                the event that either party hereto becomes or is declared insolvent
                or
                bankrupt, is the subject of any proceedings relating to its liquidation,
                insolvency or for the appointment of a receiver or similar officer
                for it,
                makes an assignment for the benefit of all or substantially all of
                its
                creditors, or enters into an agreement for the composition, extension,
                or
                readjustment of all or substantially all of its obligations, then
                the
                other party hereto may, by giving written notice thereof to such
                party,
                terminate this Agreement as of a date specified in such notice of
                termination. The Client may also terminate this Agreement at any
                time by
                giving Booz & Company thirty days’ written notice to that effect; in
                such event, Booz & Company shall be entitled to payment for services
                rendered and for expenses and obligations incurred in connection
                with this
                Agreement prior to the effective date of termination.
                

            


    

     

    
      	11.	
              Independent
                Contractor: Booz
                & Company is an independent contractor and not an agent or
                representative of Client. No employee of Booz & Company shall be
                deemed an employee of Client. Except as otherwise expressly agreed,
                Client
                will not have control over Booz & Company or its employees. Booz &
                Company agrees that it shall be Booz & Company's responsibility to
                withhold all federal, state or local income taxes, social security
                taxes,
                unemployment and other payroll taxes required by law to be withheld
                from
                the compensation of the employees performing services
                hereunder.

            


    

     

    
      	12.	
              Equal
                Opportunity: Booz
                & Company agrees that it will not discriminate against any employee
                or
                applicant for employment on account of race, color, religion, sex,
                sexual
                preference, handicap or national origin. Booz & Company certifies that
                it has developed and presently has in full force and effect a written
                affirmative action compliance program in accordance with the requirements
                set forth in 41 C.F.R.

            


    

     

    
      	13.	
              Laws
                And Regulations: Booz
                & Company agrees, in connection with the performance of services
                hereunder, to comply with all applicable federal, state or local
                laws and
                regulations.

            


    

     

    
      	14.	
              Third-Party
                Hardware and Software:
                The parties understand that any work product delivered under this
                Agreement may include certain third-party hardware and/or software
                products. It is acknowledged by Client that Client shall be solely
                responsible for obtaining licenses to such third-party software,
                if such
                software is not already in Client’s possession, including the right to
                incorporate such software into its systems. Booz & Company makes no
                warranties or representations hereunder, express or implied, as to
                the
                quality, capabilities, operations, performance or suitability of
                any
                third-party hardware or software including the ability to integrate
                with
                any software developed for Client, and the quality, capabilities,
                operations, performance and suitability of such third-party hardware
                or
                software lies solely with Client and the vendor or supplier of that
                hardware or software.

            


    

     

    
      	15.	
              No
                Third-Party Beneficiaries: Booz
                & Company and the Client mutually agree that this Agreement is
                intended by them to be solely for the benefit of the parties hereto
                and
                that no third parties may rely on any reports,
                analyses or other material provided
                by Booz & Company or shall obtain any direct or indirect benefits from
                the Agreement, have any claim or be entitled to any remedy under
                this
                Agreement or otherwise in any way be regarded as third-party beneficiaries
                under this Agreement.

            


    

     

    
      	16.	
              Securities:
                No
                reference may be made to Booz & Company in any prospectus, proxy
                statement, offering memorandum, or similar document without Booz
&
                Company’s prior written consent, which Booz & Company may, in its
                discretion, withhold.

            


    

     

    
      	17.	
              Best
                Efforts: Booz
                & Company agrees to undertake this assignment on a best efforts basis
                and that its findings and recommendations will reflect its best judgment
                based on the information available to
                it.

            


    

     

    
      	18.	
              Assignment:
                The
                Client and Booz & Company agree that neither party may assign its
                rights under this Agreement without the prior written consent of
                the other
                party.

            


    

     

    
      	19.	
              Force
                Majeure: Neither
                party shall be liable to the other for any delay or failure to perform
                any
                of the services or obligations set forth in this Agreement due to
                a cause
                beyond its reasonable control. Performance times shall be considered
                extended for the period required to make up the work lost because
                of such
                cause.

            


    

     

    
      	20.	
              Miscellaneous:
                The
                attached Proposal and these terms and conditions constitute the entire
                agreement and understanding between the parties with respect to the
                subject hereof and merges and supersedes all prior discussions and
                writings with respect hereto. This Agreement shall be governed by,
                and
                construed in accordance with, the laws of the State of New York,
                as if it
                were executed and were to be performed entirely within the State
                of New
                York. No modification, alteration or amendment of this Agreement
                shall be
                effective unless contained in a writing that is signed by both parties
                and
                that specifically refers to this Agreement. In the event that any
                term or
                provision of this Agreement shall, for any reason, be held to be
                illegal,
                invalid or unenforceable under the laws, regulations or ordinances
                of any
                federal, state or local government authority to which this Agreement
                is
                subject, such term or provision shall be deemed severed from this
                Agreement, and the remaining terms and provisions will be unaffected
                thereby.

            


    

     

    
      	21.	
              Headings:
                The
                headings in these Terms and Conditions are inserted for convenience
                only
                and shall not constitute a part hereof or affect in any way the meaning
                or
                interpretation of this Agreement.