Exhibit 10.4


 


 





	Penny Auction Solutions, Inc.	 	 
	7964 Arjons Dr. Ste. H-206	 
	San Diego, CA 92126	 







 





NON-CIRCUMVENTION
I NON-DISCLOSURE &

CONSULTING AGREEMENT - Evan Karsch


 


Contractual Parties
Provision


 


THIS AND NON-CIRCUMVENTION I NON-DISCLOSURE
CONSULTING AGREEMENT ("Agreement") is made effective this 16th day of January, 2012 by and between the following
parties:


 


Evan Karsch of Nailbidder.com - Collectively
Referred to as the "Consultant."


 


Consultant's Business Address:


 


Evan Karsch


250 West Nyack Road


Suite 208


West Nyack, NY 10994


 


Penny Auction Solutions, Inc - Collectively
Referred to as the "Agency" and "Agency Company" or "PAS".


 


For purposes
of this Agreement, all provisions that pertain to the "Consultant", including but not limited to, those regarding
confidentiality, non-usurpation, non-circumvention, shall also apply to the Agency.


 


WITNESSETH


 


WHEREAS,
the Parties (including their associates, agents, affiliates and/or representatives collectively or individually referred to as
"Affiliates" herein) contemplate entering into or participating in one or more transactions ("Transaction"
or "Transactions") concurrently herewith and/or hereafter during the term of this Agreement, and


 


WHEREAS,
the Parties mutually recognize that in the course of consummating Transactions, each may leam from the other (including from their
Affiliates) the identity, address, and/or telephone/facsimile numbers of clients, brokers, Consultants, sellers, financiers, intellectual
property (hereinafter referred to as "Confidential Sources") and/or information relating to bank accounts, transaction
codes, participating bank and or entities (hereinafter referred to as "Confidential Information") which the other Party
possesses and may have acquired at substantial cost or effort, and


 


WHEREAS, the Parties desire
to work with, and not circumvent, improperly disclose and keep confidential one another respecting each other's Confidential Sources
and Confidential Information,


 


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


 






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	Penny Auction Solutions, Inc.	 	 
	7964 Arjons Dr. Ste. H-206	 
	San Diego, CA 92126	 







 



 


Article
I


Agreement


 


		l.	Agreement. The Consultant and Agency
agree to work together to transact business as related to the ongoing business activities
of PAS and any other owned or operated affiliate business associated with PAS and its owners as directed. Consultant shall
provide Agency with activities relating to but not limited to: Supporting the CEO, PAS Board, and other PAS employees with
general and specific knowledge regarding the Penny Auction business model; Supporting the website on behalf of PAS in conjunction
with a business transition plan, employee training, and ongoing website and technical support as requested; Attending (travel
costs home by Agency) and participating in requested company events and meetings; Creating brand awareness of company website(s)
though appropriate marketing channels and offering advice on sales and marketing projects; Working with other PAS company technical
and professional personnel as requested to share knowledge and experience in the management of the penny auction or related business
models; Assisting PAS personnel as needed with the management and support of the consumer databases associated with our website(s).



 


Article II


Non-Circumvention
/ Confidentiality / Non-Disclosure


 


		2.	Non-Circumvention. Neither Party (including
Affiliates of such Party) will attempt, directly or indirectly, to contact the other Parties' Confidential Sources, transaction
banks on matters of and to the Transaction, or contact or negotiate with a Confidential Source or make use of any Confidential
Information of the other Party, except through such other Party or with the express written consent of such other Party as to
each such contact or if same is an agreed upon contact to facilitate the Consultant and Agency's mutual business endeavor. The
Parties or their Affiliates shall not contact, deal with, or otherwise become involved in any competing Transaction with any corporation,
partnership, individual, any banks, trust or lending institutions which have been introduced by the other Party without the permission
of the introducing Party. Any violation of this covenant shall be deemed an attempt to circumvent such other Party, and the Party
so violating this covenant shall be liable for reasonable damages in favor of the circumvented Party.





 


		3.	Confidentiality. Any information ("Evaluation
Materials") with respect to any Transaction provided to the Parties and/or its representatives ("Accepting Parties")
will be used solely for the purpose of evaluating the Transaction by the Parties. The Evaluation Materials will not be used or
duplicated for any other purpose. Accepting Parties shall keep all Evaluation Materials strictly confidential; provided, however,
that such Evaluation Materials may be delivered to such persons or entities who because of their involvement with the Transaction
need to know such information for the purpose of giving advice with respect to, or consummating, the Transaction (all of whom
are collectively referred to as "Related Parties"); provided further, that any such Related Parties shall be informed
by Accepting Parties of the confidential nature of such information and shall be directed by Accepting Patties (and Accepting
Parties shall cause such Related Parties) to keep all such information in the strictest confidence and to use such information
only in connection with the Transaction and in accordance with the terms of this Agreement.



 


		4.	No Disclosure. Accepting Parties shall not
(i) knowingly disclose to non-affiliated third parties the fact that discussions or negotiations are taking place concerning the
Transaction by the Parties or any of the terms thereof, or (ii) conduct any discussions, negotiations or make any inquiries concerning
the Transaction with any other person or entity except for Consultant Parties, except as may be expressly permitted elsewhere
in this Agreement.



 


 






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	Penny Auction Solutions, Inc.	 	 
	7964 Arjons Dr. Ste. H-206	 
	San Diego, CA 92126	 







 



 


		5.	Mutual Indemnity; Enforcement. Both parties
agrees to indemnity and hold harmless each other from any actual damage, loss, cost or liability (including, without limitation,
actual damages, consequential damages, reasonable legal fees and the costs of enforcing this indemnity) arising out of or resulting
from any unauthorized use or disclosure by the Parties and the Accepting Parties of any company material. The Parties also acknowledge
that monetary damages would be both incalculable and an insufficient remedy for any substantive breach of this Agreement and that
any such breach would cause both parties irreparable harm.



 


Article III


Compensation


 


		6.	Consulting Compensation. PAS agrees to pay
a set consulting fee to Evan Karsch on a monthly basis beginning no more than 30 days from when PAS has deposited the first
payment from Kodiak Capital. Payment is due to Consultant each month thereafter for exactly 12 monthly payments in
total. The total agreed upon fee is $100,000 for the 12 month period and will be paid in 12 equal monthly instalments. Consultant
will be responsible for any and all taxes or other required tax expenses associated with the payments. Payment may be made
through an appropriate direct deposit or business check. PAS also agrees to pay to Consultant any pre-approved expenses
(by PAS) incurred as part of normal operations of the Consultant. Expenses should be submitted with ample documentation on the
reason for the expense and expense reports can be submitted at any time and PAS agrees to pay them upon receipt. Consultant
includes any person or entity, other than Agency Company, related to Consultant or companies or who in any manner acts on
the Consultant's behalf to acquire property in this transaction with the Agency Company.



 


Fee Structure Contingency


 


		 	Consultant fees are contingent upon PAS receiving funding
from Kodiak Capital as it relates to the Equity Line of Credit identified in the PAS corporate agreement dated September 2010.
Upon PAS receiving its first Put on it's LOC from Kodiak, PAS will make all accrued and current payments due to Consultant
by the first of the month following the month PAS receives and deposits the first funds from Kodiak Capital provided there
is sufficient funds available to meet all critical corporate payments. At that time, the monthly fees will then be paid as noted
above in the first paragraph of item #6. If sufficient funds are not available with the first drawdown from the Kodiak line of
credit, then payments to Evan Karsch will be paid as the funds become available through subsequent drawdowns from the Kodiak line
of credit.



 


		7.	Special Compensation Structure for Nailbidder.com
Support. PAS has agreed with Evan Karsch that Evan Karsch will to continue to support the website and company (Nailbidder.com)
both financially as well as operationally starting from the date of the signing of the PAS Asset Purchase Agreement (12/28/11)
for the purchase of Nailbidder.com and extends for up to 120 days thereafter. The support activities include but are not limited
to items such as: continuing to operate the website site on a daily basis, manage the financial records of the business, providing
customer support, continuing marketing efforts, reporting website results to PAS on a monthly basis, interfacing with PAS management
as needed on material business decisions, and participating in planning I strategy sessions with PAS management and operations.



 






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	Penny Auction Solutions, Inc.	 	 
	7964 Arjons Dr. Ste. H-206	 
	San Diego, CA 92126	 







 



 


		 	PAS recognizes from discussions with Evan Karsch and the
review of the more recent financial records of Nailbidder.com operations that additional equity injections may be needed from
time to time in order to keep the website operating at an "acceptable level of operations". As part of this agreement,
Evan Karsch has agreed to provide any required equity injections in order to keep the website functioning. An "acceptable
level of operations" can be defined as the approximate level of operations that has been maintained for the last six calendar
months of 2011. PAS management and Evan Karsch will review and discusses each required injection for approval and then accrue
any injections as a payable to Evan Karsch. The goal is simply to maintain a minimum amount of website operations simply to keep
the brand I name viable and to satisfy the customer base ofNailbidder.com



 


		 	Therefore, PAS agrees to pay $3,000 per month to Evan
Karsch beginning from the effective date of this consulting agreement and the $3,000 will be accrued on a monthly basis until
the condition identified in item #6 becomes effective. PAS will also accrue the agreed upon equity injections made by Evan Karsch
that are required to support the nailbidder.com website and will be paid to Evan Karsch in conjunction with the monthly $3,000
payments. At the point where #6 begins, this item (#7) will become inactive and superseded by the compensation agreement identified
in item #6. At the same point in time, any remaining accrual payments (via item #7) will be made to Evan Karsch with the first
compensation payment beginning under the compensation plan identified in item #6. If sufficient funds are not available with the
first drawdown from the Kodiak line of credit, then payments to Evan Karsch will be paid as the funds become available through
subsequent drawdowns from the Kodiak line of credit.



 


Article
IV


Miscellaneous


  


		8.	Term &
Termination. This Agreement shall be effect
from the above-referenced date and forward into the future for a period of one calendar year with options to renew for both parties.
This agreement can be cancelled by either party with a 30 day written notice for due cause and if canceled without substantive
grounds for cause, then the full sum due Consultant shall be paid within thirty days after notice of cancellation.



 


		9.	Entire Agreement.
This Agreement represents the entire agreement between the Parties and supersedes all existing contracts and agreements
previously executed between the Parties, and any representations, either written or oral, by one Party to another with respect
to the subject matter hereof. This Agreement shall be modifiable only in writing, duty executed by all Parties.



 


		10.	Binding. This
Agreement shall be for the benefit of, and be binding upon, the signatories hereof, their agents, directors, officers, representatives,
heirs, personal representatives, successors and assigns.



 


		11.	Governing Law.
This Agreement shall be construed and governed by the laws of a court of competent jurisdiction.



 


		12.	Severability.
The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions and any partially enforceable provisions, to
the extent enforceable, shall nevertheless be binding and enforceable.



 






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	Penny Auction Solutions, Inc.	 	 
	7964 Arjons Dr. Ste. H-206	 
	San Diego, CA 92126	 







 






		13.	Assignment. Neither Party may assign this
Agreement without the prior written consent of the other Party.



 


		14.	Informed, Voluntary Execution of the Agreement.
The undersigned signatories to this Agreement acknowledge and affirm that the fully understand their obligations with respect
to this Agreement and the obligations undertaken hereto; that they have had adequate time and opportunity to consult with legal
counsel of their choice prior to the execution of this Agreement; that they are fully informed; and that each has executed this
Agreement freely and voluntarily, without reservation or exception.



 


		15.	Authorization. The undersigned signatories
to this Agreement acknowledge and affirm that they are duly authorized signatories and have full legal capacity to initiate and
execute all legal obligations arising from this Agreement. The signatories whose endorsements appear herein hereby represent that
they each are acting with full corporate authority, and with full knowledge and at the direction of the officers and/or Board
of Directors of their respective companies, if any.



 


		16.	Counterparts. The signatures of the parties
duly authorized representatives shall be affixed as indicated below. The parties stipulate and agree that this Agreement may be
signed in counterparts and executed by each Party as set forth above. When each counterpart, duly executed, and delivery thereof
has been made to each Party respectively, this Agreement shall then be considered to be an original, binding agreement between
the parties, whether received in hand, delivered by mail or courier, or transmitted via electronic facsimile transmission. The
parties further stipulate and agree that duly executed electronic facsimile transmission copies shall be acceptable and shall
be considered to be as valid, legal and binding upon the parties as the originals thereof.



 


IN WITNESS WHEREOF, the
parties irrevocably agree to all of the terms and conditions of the Agreement and in formal acknowledgement thereof have set their
hands and seals, as signified by their respective signatures which appear below.


 


SIGNATURE SECTION


 


Consultant


 


	Sign:
    /s/ Evan Karsch                           	 	Date 1/25/12
	Name: Even Karsch	 	 
	By: Evan Karsch - Its Authorized Signatory	 	 
	(Printed Consultant's Name)	 	 
	 	 	 
	Agency (PAS)	 	 
	 	 	 
	Sign: /s/
    Michael C. Holt                         	 	Date 1/30/12
	Company Name: Penny Auction Solutions, Inc.	 	 
	By: Michael C. Holt - Its Authorized Signatory	 	 




 


 






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