Consulting Agreement



  
 Exhibit 10.7

  

					
	



	 	STATEMENT OF WORK (SOW)	 	

 Interim Management Services 
 To: Chairman of the Board of Directors of Innovaro, Inc. 
 From: Asa W. Lanum

 Date: 14 August 2010 

Re: Engagement to provide interim executive services to Innovaro 
  

 
 Dear Sir, 

I am providing you this Statement of Work (SOW) for The CTO Group to provide assistance to the Board of Directors of Innovaro, Inc. in connection with
the following matters: 
  

	 	1)	To provide an interim Chief Executive Officer (CEO) to serve until such time as the Board of Directors of Innovaro may recruit and hire a permanent CEO


  

	 	2)	Performing such other duties that shall be mutually agreed with the Innovaro Board of Directors from time to time 


Objectives 
 Provide management and
advisory services on behalf of the Innovaro Board of Directors to assist the Board of Directors in connection with the matters set forth above. This SOW is comprised of a single phase. 
 The following is the objective for the engagement. 
  

	 	1.	Execute the responsibilities of the Chief Executive Officer of Innovaro in consultation and agreement with the Innovaro Board of Directors, providing day to day
management and leadership to Innovaro. 

 Duration & Resources 

The following individuals will be allocated to the project in their respective roles: 

 

	 	•	 	 Chief Executive Officer - Asa Lanum 


  

	 	•	 	 This engagement will occur in a single phase 


  

	 	•	 	 This engagement will commence on Monday 16 August 2010. 



 

	 	•	 	 The length of the engagement for Mr. Lanum is estimated to be up to six months 



The formal completion will/may occur at such time as the Innovaro Board of Directors retains a permanent CEO. 

Terms of Engagement 
 To accomplish this
effort, The CTO Group will assign Asa Lanum full time to the engagement. 

  

					
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 The term of engagement will be as
follows: 
 The engagement will commence upon the execution of this engagement letter by you. 

The service fees charged to Innovaro in connection with this engagement will be as follows: 

 

	 	•	 	 Mr. Lanum 


  

	 	•	 	 $22,000 per month 


  

	 	•	 	 A stock option in the amount of 90,000 shares to be granted at the commencement of the engagement 



 

	 	•	 	 Vesting of these shares on a pro rata basis per month over the duration of the six month period 



Travel and living expenses will be submitted directly to Innovaro by Mr. Lanum and will be processed and subject to the standard
Innovaro travel policies. 
 Service fees for this engagement will be invoiced twice monthly on the 15th and end of each month. 

Invoices for service fees are payable upon receipt. 
 All service fee invoice processing will be through Knight and Company acting as The CTO Group financial organization. 
 This engagement may be terminated at any time and for any reason by either party on three weeks written notice to the other party for Mr. Lanum. 

 

	 	•	 	 Upon such termination, Innovaro’s obligation to The CTO Group hereunder will be to pay for services rendered on or prior to such termination date
and for the three week notice period. 


  

	 	•	 	 In the event of such termination by Innovaro, all fees and expenses will become immediately due and payable 



 

	 	•	 	 In the event Innovaro determines to terminate this agreement, all outstanding options shall fully vest as of the termination date.



 This agreement in subject, in all respects, to the signed Non-disclosure agreement. 

The CTO Group looks forward to working with you on this project. Time is of the essence to allow this to complete successfully. We are available as
required to undertake further discussion and/or clarification. 
 Best regards, 

 

	
	/s/ Asa Lanum
	
	Asa W. Lanum
	 Managing Principal
 The CTO
Group



  

					
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 Signature Page 

 

	
	Acceptance
	
	Innovaro, Inc.:
	
	Date: 13 August 2010
	
	Name: Charles Pope
	
	Title: Chairman of the Board of Directors


			
	
	Signature: /s/ Charles Pope


	
	
	The CTO Group:
	
	Date: 13 August 2010
	
	Name: Asa W. Lanum
	
	Title: Managing Principal


			
	
	Signature: /s/ Asa W. Lanum


  

					
	The CTO Group	 	3	 	Confidential