oxysures1051509ex10_5.htm


    
      

      

    

     

    
      Exhibit 10.5   Agreement for
Investors Relations Services

      


      AGREEMENT

      


      This
Agreement (“Agreement”) is made and entered into on April 20, 2009 by and
between OxySure Systems, Inc., a Delaware Corporation (“OxySure”) and IR
Services, Inc., a Nevada Corporation (“IR Services”) (jointly, the “Parties”).
This Agreement supersedes all prior agreements between the Parties and among the
Parties and Donson Brooks.

      


       

      WITNESSETH

       

      


      NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties to this Agreement, said parties agree as
follows:

      


      (a)           OxySure
agrees to engage the services of IR Services, Inc. to provide the
following:

      
        	
                Ÿ  

              	
                Prepare
      and submit an S-1 filing to the SEC; OR provide a fully reporting Form 10
      company, fully compliant with SEC (the “Form 10 Company”) for OxySure to
      merge with.

              


      

      
        	
                Ÿ  

              	
                Prepare
      and submit an 8K filing to the SEC

              


      

      
        	
                Ÿ  

              	
                Prepare
      and submit responses to SEC comment
letters

              


      

      
        	
                Ÿ  

              	
                Prepare
      and submit a 15c211 filing to a Brokerage firm for a filing to
      FINRA

              


      

      
        	
                Ÿ  

              	
                Prepare
      and submit responses to FINRA comment
letters

              


      

      
        	
                Ÿ  

              	
                Retain
      the services of an acceptable Market Maker, Broker Dealer, and Escrow
      Agent

              


      

      
        	
                Ÿ  

              	
                Provide
      such other services and activities as necessary to obtain a ticker symbol
      and become traded on the Over-the-Counter Bulletin Board
      (OTCBB)

              


      

      


      
        	
                 
      

              	
                (b)

              	
                OxySure
      will require updated audited financial statements for SEC compliance.
      OxySure agrees to cover up to $2,000 of the cost of obtaining such updated
      audited financial statements for SEC compliance. If the cost of obtaining
      the updated audited financial statements exceeds $2,000 then IR-Services
      will pay the difference between the actual cost and $2,000., only upon
      engaging the CPA services of the Blackwing Group,
  LLC.,

              


      

      
        	
                 
      

              	
                a
      PCOAB member.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      OxySure becomes traded on OTCBB, IR Services or an acceptable assignee
      will provide OxySure with Investor Relations Services, which shall
      include, without limitation, press releases, investor awareness campaigns
      (online and mail), and blog and message board monitoring. These Investor
      Relations Services will be provided for a period of 9 months commencing on
      the date that OxySure first becomes publicly
  traded.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                OxySure Systems, Inc., agrees to
      pay IR Services, Inc. $50,000 in cash and to sell IR Services, Inc.
      968,419 warrants (the “Warrants”), subject to (f)
      below.

              


      

      


      
        	
              	
                (f)           
       

              	
                The
      $50,000 in cash will paid to IR Services, Inc. and the 968,419 Warrants
      will be sold to IR Services in accordance with the
    following:

              


      

      
        	
                (i)  

              	
                $25,000
      in Cash to be paid prior to commencing the
  project;

              


      

      
        	
                (ii)  

              	
                $12,500
      due on or before February 15, 2009 (“Second Cash
  Payment”);

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      


      
        	
                (iii)  

              	
                $12,500
      due on or before April 29, 2009 (“Balance Payment”) if Balance payment is
      not received in full by April 29, 2009 then Oxysure agrees to pay IR
      Services 250,000 additional Warrants at a strike price of $.01 per share
      due immediately;

              


      

      
        	
                (iv)  

              	
                250,000
      Warrants at a strike price of $.01 per share to be provided upon the S-1
      being filed with the SEC;

              


      

      
        	
                (v)  

              	
                250,000
      Warrants at a strike price of $.01 per share to be provided upon the S-1
      filing going effective with the
SEC;

              


      

      
        	
                (vi)  

              	
                300,000
      Warrants at a strike price of $.01 per share to be provided upon
      acceptance by FINRA of the 15c211;

              


      

      
        	
                (vii)  

              	
                68,419
      Warrants at a strike price of $.01 per share to be provided within 3 days
      of OxySure starting to trade on
OTCBB;

              


      

      
        	
                (viii)  

              	
                50,000
      Warrants at a strike price of $.01 per share to be provided 3 months
      subsequent of OxySure starting to trade on
  OTCBB;

              


      

      
        	
                (ix)  

              	
                25,000
      Warrants at a strike price of $.01 per share to be provided 6 months
      subsequent of OxySure starting to trade on OTCBB;
  and

              


      

      
        	
                (x)  

              	
                25,000
      Warrants at a strike price of $.01 per share to be provided 9 months
      subsequent of OxySure starting to trade on
  OTCBB.

              


      

      


      The form
of all the Warrants are annexed hereto as Exhibit A.

      


      
        	
                (f)

              	
                IR
      Services will secure a Market Maker at its sole expense, which Market
      Maker shall be reasonably acceptable to
OxySure.

              


      

      


      
        	
                (g)

              	
                OxySure
      will provide all the information exhibits and financial statements
      required by IR Services, Inc., in a timely manner no later than 60 days
      subsequent to the Effective Date of the
  Agreement.

              


      

      


      
        	
                1.          
        

              	
                Representations and
      Warranties.  The parties to this Agreement, and their
      agents represent and warrant they are entering into this Agreement and the
      performance by them, and their agents hereunder will not conflict with,
      violate or constitute a breach of, or require any consent or approval
      under any agreement, license, arrangement or understanding, or any law,
      judgment, decree, order, rule or regulation to which they and their agents
      are a party or by which it is
bound.

              


      

      


      The
signatories and parties to this agreement warrant that they are authorized to
enter into this agreement and is binding upon the parties hereto.  All
entities which are parties to this agreement warrant that they are in good
standing and current with their states or locations of domicile and that their
entering into this agreement will not violate or breach any other binding
agreement of the parties.

      


      
        	
                2.

              	
                Severability.  If
      any provision of this Agreement is invalid and unenforceable in any
      jurisdiction, then to the fullest extent permitted by law: (1) the other
      provisions hereof shall remain in
full

              


      

      
        	
                 
      

              	
                force
      and effect in such jurisdiction; and (2) the invalidity or
      unenforceability of any provision hereof in any jurisdiction shall not
      affect the validity or unenforceability of such provision in any other
      jurisdiction.

              


      

      


      
        	
                3.

              	
                Entire
      Agreement.  This Agreement contains the entire
      understanding and agreement between the parties with
      respect to the subject matter
      hereof and cannot be amended, modified or supplemented in any respect
      except by a subsequent written agreement entered into by the
      parties.

              


      

      


      
        	
                4.

              	
                Successors.  This
      Agreement may not be assigned.  Subject to the foregoing, in
      every respect, this Agreement shall inure to the benefit of and be binding
      upon the parties and their
successors.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      


      
        	
                5.

              	
                Effect of
      Waiver.  The waiver by either party of a breach of any
      provision of this Agreement shall not operate, to as or be construed as a
      waiver of any subsequent breach.

              


      

      


      
        	
                6.

              	
                Notices.  Any
      notice, request, demand or other communication in connection with this
      Agreement shall be (i) in writing, (ii) delivered by personal delivery, or
      sent by commercial delivery service or registered or certified mail,
      return receipt requested or sent by facsimile, (iii) deemed to have been
      given on the date of personal delivery or the date set forth in the
      records of the delivery service or on the return receipt or, in the case
      of a facsimile, upon receipt thereof and (iv) addressed as
      follows:

              


      

      


      


      IR
Services,
Inc.                                                                   OxySure
Systems, Inc.

      8586
Warren
Pkwy                                                               10880
John W. Elliot Drive

      Suite
827                                                                       
Suite 600

      Frisco,
Texas
75034                                                              Frisco,
Texas 75034

      (469)
499-4495                                                                        (972)
294-6501

      


      or to any
such other or additional persons and addresses as the parties may from time to
time designate in writing delivered in accordance with this
Section.

      


      
        	
                7.

              	
                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.

              


      

      


      
        	
                8.

              	
                Applicable
      Law.  This Agreement shall be governed by, and construed
      in accordance with the laws of the State of Texas. In the event any action
      be instituted by a party to enforce any of the terms and provisions
      contained herein, the prevailing party in such action shall entitled to
      such reasonable attorneys' fees, costs and expenses as
      may be fixed by the Court.

              


      

      


      IN
WITNESS WHEREOF, the parties have executed this Agreement as the day and year
first stated above.

      


      OxySure
Systems, Inc.

      


      By:
_______________________                                                                                     

            Julian
T. Ross,
President                                                                           

      


      


      IR
Services, Inc.

      


      By:
______________________                                                                                                                                

            Donson
Brooks, President


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      EXHIBIT
A

      STOCK
PURCHASE WARRANT

      


      NEITHER
THIS WARRANT NOR ANY SECURITIES ON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
REGISTRATION UNDER SUCH ACT AND APPLICABLE LAWS, OR THE AVAILABILITY OF AN
EXEMPTION FROM SUCH REGISTRATION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT LEGALLY REQUIRED.

       

      STOCK
PURCHASE WARRANT

       

      This
Stock Purchase Warrant (this “Warrant”), dated, is issued
to (the “Holder”), by
OxySure Systems, Inc., a Delaware corporation (the “Company”).

       

      26. Purchase of
Shares.  Subject to the terms and conditions hereinafter set
forth, the Holder is entitled, upon surrender of this Warrant at the principal
office of the Company (or at such other place as the Company shall notify the
holder hereof in writing), to purchase from the Company _______ fully paid and
non-assessable shares of Common Stock, par value $_0.0001____ per share (the
“Common Stock”), of the
Company (as adjusted pursuant to Section 7 hereof, the
“Shares”) for the
purchase price specified in Section 2
below.

       

      27. Purchase
Price.  The purchase price for the Shares is $
per share.  Such price shall be subject to adjustment pursuant to
Section 7
hereof (such price, as adjusted from time to time, is herein referred to as the
“Warrant Price”).Exercise
Period.  This Warrant is exercisable in whole
or in part at any time from the date hereof through .

       

      
        
          28. Exercise
Period.  This Warrant is exercisable in whole or in part at any
time from the date hereof through ____________________.

           

        

      

      29.           
    Transfer of
Warrant.  Transfer of this Warrant to a third party shall be
effected by execution and
delivery of the
Notice of Assignment attached hereto as Exhibit AA and surrender of this
Warrant for registration of transfer of this Warrant
at the primary executive office of the Company, together with funds sufficient
to pay any applicable transfer tax.  Upon receipt of the duly executed
Notice of Assignment and the necessary transfer tax funds, if any, the Company,
at its expense, shall execute and deliver, in the name of the designated
transferee or transferees, one or more new Warrants representing the right to
purchase a like aggregate number of shares of Common Stock.

       

      30. Method of
Exercise.  While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the
Holder may exercise, in whole or in part, the purchase rights evidenced
hereby.  Such exercise shall be effected by:

       

      (a)              
surrender
of this Warrant, together with a duly executed copy of the form of Exercise
Notice attached hereto, to the Secretary of the Company at its principal
offices, and the payment to the Company of an amount equal to the aggregate
purchase price for the number of Shares being purchased, which shall be a whole
number of shares; or

       

      (b)              
if the
Common Stock is publicly traded as of such date, the instruction to retain that
whole number of Shares having a value equal to the aggregate exercise price of
the Shares as to which this Warrant is being exercised and to issue to the
Holder the remainder of such Shares computed using the following
formula:

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


       X
=           Y(A-B)

       
    A

      


      Where:

       

      
         X
=    the number of
shares of Common Stock to be issued to the Holder.


      

       

      
         Y=    the
number of shares of Common Stock as to which this Warrant is being
exercised.


      

       

      A
=           the fair
market value of one share of Common Stock.

      


      B
=           the Warrant
Price.

      


      As used
herein, the “fair market value of one share of Common Stock” shall
mean:

      


      (1)           Except
in the circumstances described in clause (2) hereof, the price per share of the
Common Stock determined in good faith by the Board of Directors of the Company;
or

      


      (2)           If
such exercise is in conjunction with a merger, acquisition or other
consolidation pursuant to which the Company is not the surviving entity, the
value received by the holders of the Common Stock pursuant to such transaction
for each share.

      


      31. Certificates for Shares;
Partial Exercise of Warrants.

      
                               
(a)           Upon the
exercise of the purchase rights evidenced by this Warrant, one or more
certificates for the number of Shares so purchased shall be issued as soon as
practicable thereafter, and in any event within thirty (30) days of the delivery
of the Exercise Notice.

      


      (b) If this Warrant is surrendered for
partial exercise, the Company shall execute and deliver to the Holder of the
Warrant, without charge to the Holder, a new Warrant exercisable for an
aggregate number of shares of Common Stock equal to the unexercised portion of
the surrendered Warrant.

      


      32. Reservation of
Shares.  The Company covenants that it will at all times keep
available such number of authorized shares of its Common Stock, free from all
preemptive rights with respect thereto, which will be sufficient to permit the
exercise of this Warrant for the full number of Shares specified
herein.  The Company further covenants that such Shares, when issued
pursuant to the exercise of this Warrant, will be duly and validly issued, fully
paid and non-assessable and free from all taxes, liens and charges with respect
to the issuance thereof.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
 

      33. Adjustment of Warrant Price
and Number of Shares.  The number and kind of securities
purchasable upon exercise of this Warrant and the Warrant Price shall be subject
to adjustment from time to time as follows:

      


             
(a)               
Stock Dividends,
Subdivisions, Combinations and Other Issuances.  If the Company
shall at any time prior to the expiration of this Warrant subdivide its Common
Stock, by stock split or otherwise, combine its Common Stock or issue additional
shares of its Common Stock as a dividend with respect to any shares of its
Common Stock, the number of Shares issuable on the exercise of this Warrant
shall forthwith be proportionately increased in the case of a subdivision or
stock dividend and proportionately decreased in the case of a
combination.  Appropriate adjustments shall also be made to the
purchase price payable per share, but the aggregate purchase price payable for
the total number of Shares purchasable under this Warrant (as adjusted) shall
remain the same.  Any adjustment under this Section 7(a) shall
become effective at the close of business on the date the subdivision or
combination becomes effective or as of the record date of such dividend, or, in
the event that no record date is fixed, upon the making of such
dividend.

      


            
(b)               
Reclassification,
Reorganization, Merger, Sale or Consolidation.  In the event of
any reclassification, capital reorganization or other change in the Common Stock
of the Company (other than as a result of a subdivision, combination or stock
dividend provided for in Section 7(a) above)
or in the event of a consolidation or merger of the Company with or into, or the
sale of all or substantially all of the properties and assets of the Company, to
any person, and in connection therewith consideration is payable to holders of
Common Stock in cash, securities or other property, then as a condition of such
reclassification, reorganization or change, consolidation, merger or sale,
lawful provision shall be made, and duly executed documents evidencing the same
shall be delivered to the Holder, so that the Holder shall have the right at any
time prior to the expiration of this Warrant to purchase, at a total price equal
to that payable upon the exercise of this Warrant immediately prior to such
event, the kind and amount of cash, securities or other property receivable in
connection with such reclassification, reorganization or change, consolidation,
merger or sale, by a holder of the same number of shares of Common Stock as were
exercisable by the Holder immediately prior to such reclassification,
reorganization or change, consolidation, merger or sale.  In any such
case, appropriate provisions shall be made with respect to the rights and
interest of the Holder so that the provisions hereof shall thereafter be
applicable with respect to any cash, securities or property deliverable upon
exercise hereof.  Notwithstanding the foregoing, (i) if the Company
merges or consolidates with, or sells all or substantially all of its property
and assets to, any other person, and consideration is payable to holders of
Common Stock in exchange for their Common Stock in connection with such merger,
consolidation or sale which consists solely of cash, or (ii) in the event of the
dissolution, liquidation or winding up of the Company, then the Holder shall be
entitled to receive distributions on the date of such event on an equal basis
with holders of Common Stock as if this Warrant had been exercised immediately
prior to such event, less the Warrant Price.  Upon receipt of such
payment, if any, the rights of the Holder shall terminate and cease, and this
Warrant shall expire.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


      In case
of any such merger, consolidation or sale of assets, the surviving or acquiring
person and, in the event of any dissolution, liquidation or winding up of the
Company, the Company shall promptly, after receipt of this surrendered Warrant,
make payment by delivering a check in such amount as is appropriate (or, in the
case of consideration other than cash, such other consideration as is
appropriate) to such person as it may be directed in writing by the Holder
surrendering this Warrant.

      


      34. Pre-Exercise
Rights.  Prior to exercise of this Warrant, the Holder shall
not be entitled to any rights of a shareholder with respect to the Shares,
including without limitation, the right to vote such Shares, receive preemptive
rights or be notified of shareholder meetings, and the Holder shall not be
entitled to any notice or other communication concerning the business or affairs
of the Company.

      


      35. Certification of Investment
Purpose.  Unless a current registration statement under the
Securities Act of 1933, as amended, shall be in effect with respect to the
securities to be issued upon exercise of this Warrant, the Holder hereof, by
accepting this Warrant, covenants and agrees that, at the time of exercise
hereof, the Holder will deliver to the Company a written certification that the
securities acquired by the Holder are acquired for investments purposes only and
that such securities are not acquired with a view to, or for sale in connection
with, any distribution thereof.

      


      36. Successors and
Assigns.  The terms and provisions of this Warrant shall inure
to the benefit of, and be binding upon, the Company and the Holder and their
respective successors and assigns.

      


      37. Governing
Law.  This Warrant shall be governed by the laws of the State
of Texas, excluding the conflicts of laws provisions thereof.

      


      IN WITNESS WHEREOF, the undersigned
hereby agrees to the terms hereof effective as of___________________________
..

      COMPANY: OXYSURE SYSTEMS,
INC.

      


      By:_________________________________

       

      Name:_______________________________   

                                              

      Title:________________________________                                                                           

      



      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      EXERCISE
NOTICE

      


       Dated:  _______________,
____

      


      


      The
undersigned hereby irrevocably elects to exercise the Stock Purchase Warrant,
dated ____________________,  , issued by
_______________________________________, a _______________ corporation (the
“Company”), to the
undersigned to the extent of purchasing ___________ shares of Common Stock and
hereby makes payment of $_________ in payment of the aggregate Warrant Price of
such Shares.

      


      COMPANY:

       

      
        __________________________________________



      


      


      


      


      By:_______________________________________

      


      Name:_____________________________________                                           

      


      Title:______________________________________                                                                           

      



      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      Exhibit
A

      ASSIGNMENT
FORM

      


      (To be
executed only upon the assignment of the within Warrant)

      


      


      FOR VALUE
RECEIVED, the undersigned registered Holder of the within Warrant hereby sells,
assigns and transfers unto ________________________________________________,
whose address is

      


      ______________________________________________
all of the rights of the undersigned under the within Warrant, with respect to
shares of Common Stock (as defined within the Warrant) of OxySure Systems, Inc.,
and, if such shares of Common Stock shall not include all the shares of Common
Stock issuable as provided in the within Warrant, that a new Warrant of like
tenor for the number of shares of Common Stock not being transferred hereunder
be issued in the name of and delivered to the undersigned, and does hereby
irrevocably constitute and appoint __________________________________________
attorney to register such transfer on the books of OxySure Systems, Inc.
maintained for that purpose, with full power of substitution in the
premises.

      


      


      Dated:_____________

      


      Signature
Guaranteed

      


                                  By:_______________________________________

                                       (Signature
of Registered Holder)

                                  Title:  _____________________________________

      


      NOTICE:                                The
signature to this Notice of Assignment must correspond with

                 the
name upon the face of the within Warrant in every particular,

                 without
alteration or enlargement or any change whatever.


      
        
           


        

        
          9