Amended and Restated Consulting Agreement



 Exhibit 10.12 
  
 GP Strategic Ventures, Inc 
  
 AMENDED AND RESTATED CONSULTING AGREEMENT 
  
 October 16, 2005 
  
 Daniel O’Donnell 
 Chief Executive Officer 
 InterSearch Group, Inc. 
 222 Kearny Street, Suite 550 
 San Francisco, CA 94018 
  
 Dan: 
  
 This Amended and Restated Consulting
Agreement amends, restates and supersedes the similar letter agreement between Walnut Ventures, Inc., as predecessor to InterSearch Group, Inc. (the ”Company”) and GP Strategic Ventures, Inc. (“GP”). 
  
 Thank you for the opportunity to provide services to the Company. GP will provide the
following services to the Company: 
  
 Services 
  

	 	1.	Assistance in vendor, partner and customer contract negotiations. 

  

	 	2.	Assistance in development of a Business Plan/Strategic Plan that will provide guidance to management, assist in obtaining financing, and provide the basis upon which the Company
might eventually be offered for sale or offer itself to the public in an IPO. 

  

	 	3.	Assistance in doing acquisitions and/or joint ventures in order to generate additional growth. 

  

	 	4.	Assistance with regard to management structure and legal matters. 

  

	 	5.	Assistance in developing appropriate accounting/financial metrics and reporting for operational management and business investment purposes. 

  

	 	6.	Assistance in obtaining funding for acquisitions, if needed. 

  
 Term 
  
 The Term of this Agreement commences October 16, 2005 and expires 90 days after either the Company or GP terminates it and notifies the other party of the termination. Any compensation earned but not yet paid and
any expenses incurred but not yet reimbursed as of the termination date will nevertheless be promptly paid to GP. 
  
 Compensation 
  
 In consideration of the Services GP will perform under this Agreement, the Company will pay GP $15,000 per month, payable in arrears in equal installments of $7,500 each on the 15th and 30th of each
month. In addition, the Company agrees to reimburse GP all reasonable out-of-pocket expenses incurred by GP in performance of the Services. The foregoing compensation is not intended to fully compensate GP for the value that the Services will bring
to the Company, but the Company will have no obligation to provide any additional compensation unless the Company decides that the value of the Services is greater than the compensation identified above. The Company understands that the preferred
type of additional compensation for past and future performance would be warrants or common stock representing a fully diluted but significant percentage equity ownership in the Company. 
  

			
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 This represents the entire agreement between us and will be governed by the laws of the State of California without
reference to conflict of laws. Please sign below if this accurately represents our Agreement. 
  

	
	 Sincerely,

	
	 GP Strategic Ventures, Inc.

	
	 /s/ Frank J. McPartland


	 Frank J. McPartland

	 Chairman/CEO



  

			
	ACCEPTED AND AGREED
	
	InterSearch Group, Inc.
		
	By:	 	 /s/ Daniel O’Donnell


	Name:	 	Daniel O’Donnell
	Title:	 	CEO

  

			
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