Exhibit 10.17


 


STERN
& CO. 


CONSULTING
AGREEMENT


 


February
15, 2013


 


WOWIO,
Inc. (the “Company”)


 


On
behalf of Stern & Co. (“Stern”), I look forward to working with you as an outside business consultant. The purpose
of this letter (the “Agreement”) is to set forth the terms and conditions under which Stern agrees to serve the Company
as an outside business consultant.


 


		1.	Services.
                                                                                                                                                                                                                    Stern
                                                                                                                                                                                                                    shall
                                                                                                                                                                                                                    use
                                                                                                                                                                                                                    its
                                                                                                                                                                                                                    best
                                                                                                                                                                                                                    efforts
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    perform
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    following
                                                                                                                                                                                                                    services
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    a
                                                                                                                                                                                                                    timely
                                                                                                                                                                                                                    manner:
                                                                                                                                                                                                                    (a)
                                                                                                                                                                                                                    become
                                                                                                                                                                                                                    familiar
                                                                                                                                                                                                                    with
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    business
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    operations
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    review
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    analyze
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company’s
                                                                                                                                                                                                                    formal
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    informal
                                                                                                                                                                                                                    strategic,
                                                                                                                                                                                                                    marketing,
                                                                                                                                                                                                                    financial
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    business
                                                                                                                                                                                                                    plans
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    (b)
                                                                                                                                                                                                                    advise
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    strategic
                                                                                                                                                                                                                    planning
                                                                                                                                                                                                                    matters
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    assist
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    implementation
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    short-
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    long-term
                                                                                                                                                                                                                    strategic
                                                                                                                                                                                                                    planning
                                                                                                                                                                                                                    initiatives
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    enhance
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    accelerate
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    commercialization
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company’s
                                                                                                                                                                                                                    business
                                                                                                                                                                                                                    objectives.



 


		2.	Tern.
                                                                                                                                                                                                                    This
                                                                                                                                                                                                                    Agreement
                                                                                                                                                                                                                    shall
                                                                                                                                                                                                                    be
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    effect
                                                                                                                                                                                                                    for
                                                                                                                                                                                                                    one
                                                                                                                                                                                                                    (1)
                                                                                                                                                                                                                    year
                                                                                                                                                                                                                    from
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    date
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    acceptance
                                                                                                                                                                                                                    by
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company.



 


		3.	Consideration.
                                                                                                                                                                                                                    For
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    valuable
                                                                                                                                                                                                                    advice
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    services
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    be
                                                                                                                                                                                                                    provided
                                                                                                                                                                                                                    by
                                                                                                                                                                                                                    Stern
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    under
                                                                                                                                                                                                                    this
                                                                                                                                                                                                                    Agreement,
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    will
                                                                                                                                                                                                                    issue
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    Stern
                                                                                                                                                                                                                    ten
                                                                                                                                                                                                                    million
                                                                                                                                                                                                                    (10,000,000)
                                                                                                                                                                                                                    shares.
                                                                                                                                                                                                                    All
                                                                                                                                                                                                                    compensation
                                                                                                                                                                                                                    due
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    Stern
                                                                                                                                                                                                                    under
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    terms
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    this
                                                                                                                                                                                                                    Agreement
                                                                                                                                                                                                                    shall
                                                                                                                                                                                                                    be
                                                                                                                                                                                                                    deemed
                                                                                                                                                                                                                    earned
                                                                                                                                                                                                                    upon
                                                                                                                                                                                                                    execution
                                                                                                                                                                                                                    hereof.



 


		4.	Representations
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    Warranties.
                                                                                                                                                                                                                    The
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    represents
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    warrants
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    Stern
                                                                                                                                                                                                                    that
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    statements
                                                                                                                                                                                                                    contained
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    paragraph
                                                                                                                                                                                                                    4
                                                                                                                                                                                                                    are
                                                                                                                                                                                                                    correct
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    complete
                                                                                                                                                                                                                    as
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Effective
                                                                                                                                                                                                                    Date:
                                                                                                                                                                                                                    (a)
                                                                                                                                                                                                                    The
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    is
                                                                                                                                                                                                                    a
                                                                                                                                                                                                                    corporation
                                                                                                                                                                                                                    duly
                                                                                                                                                                                                                    organized,
                                                                                                                                                                                                                    validly
                                                                                                                                                                                                                    existing
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    active
                                                                                                                                                                                                                    under
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    laws
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    State
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    New
                                                                                                                                                                                                                    York,
                                                                                                                                                                                                                    (b)
                                                                                                                                                                                                                    The
                                                                                                                                                                                                                    Company
                                                                                                                                                                                                                    has
                                                                                                                                                                                                                    full
                                                                                                                                                                                                                    corporate
                                                                                                                                                                                                                    power
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    authority
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    (i)
                                                                                                                                                                                                                    conduct
                                                                                                                                                                                                                    its
                                                                                                                                                                                                                    business
                                                                                                                                                                                                                    as
                                                                                                                                                                                                                    now
                                                                                                                                                                                                                    conducted
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    as
                                                                                                                                                                                                                    proposed
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    be
                                                                                                                                                                                                                    conducted
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    own,
                                                                                                                                                                                                                    use,
                                                                                                                                                                                                                    license,
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    lease
                                                                                                                                                                                                                    its
                                                                                                                                                                                                                    assets
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    properties
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    (ii)
                                                                                                                                                                                                                    enter
                                                                                                                                                                                                                    into
                                                                                                                                                                                                                    this
                                                                                                                                                                                                                    Agreement
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    consummate
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    transactions
                                                                                                                                                                                                                    contemplated
                                                                                                                                                                                                                    herein.



 


Expenses.
In addition to the consideration set forth in paragraph 3, the Company shall reimburse Stern and its affiliates, upon request,
for all reasonable out-of-pocket expenses incurred in connection with the performance by Stern of its obligations under this Agreement.
Out-of-pocket expenses may include necessary out-of-town travel agreed to by the Company (including meals and lodging), database
services, courier charges, and fees and expenses of third parties such as legal counsel, etc. The Company shall approve such expenses
in advance.


 


		6.	Indemnity. The Company
agrees to indemnify, defend, and hold harmless Stern and its affiliates, directors, officers, counsel, employees, agents, members,
managers, successors, assigns, and controlling persons (as defined in the Act) (each, an “Indemnified Party”) from and
against any and all losses, claims, damages, costs, expenses, and liabilities (including any investigatory, legal, and other expenses
incurred as they are incurred by an Indemnified Party in connection with preparing for or defending any action, claim, or proceeding,
whether or not resulting in any liability) (collectively, “Indemnifiable Losses”) to which any Indemnified Party may
become subject or liable relating to or arising out of (a) the Agreement or the services to be performed under the Agreement or
any agreement between the parties to this Agreement, (b) any transactions referred to in the Agreement or any transactions arising
out of the transactions contemplated by the Agreement, (c) any inaccuracy in or breach in the representations and warranties of
the Company contained in this Agreement, and (d) any failure of the Company to perform its obligations under this Agreement, provided
that the Company shall not be liable to an Indemnified Party in any such case to the extent that any such Indemnifiable
Loss is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted as a direct and proximate
cause from the willful misconduct or gross negligence of an Indemnified Party. No Indemnified Party shall be liable, responsible,
or accountable in damages and costs and expenses (including attorneys’ fees) under this Agreement except for any liability for
losses, claims, damages, or liabilities finally judicially determined to have resulted solely and exclusively from actions taken
or omitted to be taken as a direct result of such Indemnified Party’s gross negligence or willful misconduct. If for any reason,
except as specifically provided herein, the foregoing indemnity for Indemnifiable Losses is unavailable to an Indemnified Party
or insufficient to fully hold any Indemnified Party harmless, then the Company agrees to contribute to the amount paid or payable
by such Indemnified Party as a result of such Indemnifiable Losses in such proportion as is appropriate to reflect the relative
benefits received by and fault of the Company, on the one hand, and the relative benefits received by and fault of Stern, on the
other hand.



 






    	 



    	 



    


 


		7.	Legal
                                                                                                                                                                                                             Matters.
                                                                                                                                                                                                             This
                                                                                                                                                                                                             Agreement
                                                                                                                                                                                                             shall
                                                                                                                                                                                                             be
                                                                                                                                                                                                             interpreted
                                                                                                                                                                                                             under
                                                                                                                                                                                                             and
                                                                                                                                                                                                             governed
                                                                                                                                                                                                             by
                                                                                                                                                                                                             the
                                                                                                                                                                                                             laws
                                                                                                                                                                                                             of
                                                                                                                                                                                                             the
                                                                                                                                                                                                             State
                                                                                                                                                                                                             of
                                                                                                                                                                                                             New
                                                                                                                                                                                                             York.
                                                                                                                                                                                                             Any
                                                                                                                                                                                                             controversy,
                                                                                                                                                                                                             dispute,
                                                                                                                                                                                                             or
                                                                                                                                                                                                             claim
                                                                                                                                                                                                             between
                                                                                                                                                                                                             the
                                                                                                                                                                                                             parties
                                                                                                                                                                                                             relating
                                                                                                                                                                                                             to
                                                                                                                                                                                                             this
                                                                                                                                                                                                             Agreement
                                                                                                                                                                                                             shall
                                                                                                                                                                                                             be
                                                                                                                                                                                                             resolved
                                                                                                                                                                                                             by
                                                                                                                                                                                                             binding
                                                                                                                                                                                                             arbitration
                                                                                                                                                                                                             in
                                                                                                                                                                                                             accordance
                                                                                                                                                                                                             with
                                                                                                                                                                                                             the
                                                                                                                                                                                                             rules
                                                                                                                                                                                                             of
                                                                                                                                                                                                             the
                                                                                                                                                                                                             American
                                                                                                                                                                                                             Arbitration
                                                                                                                                                                                                             Association.



 


Representation.
The Company acknowledges that it has been given notice _by Stern that Stern is not a licensed securities broker-dealer
and therefore Stern is not required under this Agreement or any side agreement, whether verbally or in writing, to sell securities
on behalf of the Company or any issuer affiliated with the Company. the Company acknowledges that Stern does not intend to negotiate
raising of capital transactions, does not intend to directly solicit purchasers of the Company’s common stock, will not hold any
funds or securities in a capital raising transaction, and the compensation due to Stern is not based on a specified percentage
of any actual or proposed funds raised. The Company acknowledges that Stern has informed it that neither Stern nor any of its
members or employees provides any legal advice or counsel. The duties of Stern shall not include auditing, valuation, accounting,
computer network design or appraisal services, which shall be procured by the Company at its own expense.


 


		9.	Independent
                                                                                                                                                                                                                    Contractor.
                                                                                                                                                                                                                    Stern
                                                                                                                                                                                                                    is
                                                                                                                                                                                                                    an
                                                                                                                                                                                                                    independent
                                                                                                                                                                                                                    contractor
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    may
                                                                                                                                                                                                                    engage
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    other
                                                                                                                                                                                                                    business
                                                                                                                                                                                                                    activities.
                                                                                                                                                                                                                    Since
                                                                                                                                                                                                                    Stern
                                                                                                                                                                                                                    is
                                                                                                                                                                                                                    an
                                                                                                                                                                                                                    independent
                                                                                                                                                                                                                    contractor,
                                                                                                                                                                                                                    nothing
                                                                                                                                                                                                                    in
                                                                                                                                                                                                                    this
                                                                                                                                                                                                                    Agreement
                                                                                                                                                                                                                    shall
                                                                                                                                                                                                                    be
                                                                                                                                                                                                                    interpreted
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    constitute
                                                                                                                                                                                                                    that
                                                                                                                                                                                                                    Stern
                                                                                                                                                                                                                    is
                                                                                                                                                                                                                    an
                                                                                                                                                                                                                    agent,
                                                                                                                                                                                                                    employee,
                                                                                                                                                                                                                    or
                                                                                                                                                                                                                    partner
                                                                                                                                                                                                                    of
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    Company,
                                                                                                                                                                                                                    nor
                                                                                                                                                                                                                    shall
                                                                                                                                                                                                                    either
                                                                                                                                                                                                                    party
                                                                                                                                                                                                                    have
                                                                                                                                                                                                                    any
                                                                                                                                                                                                                    authority
                                                                                                                                                                                                                    to
                                                                                                                                                                                                                    bind
                                                                                                                                                                                                                    the
                                                                                                                                                                                                                    other.



 


		10.	Entire
                                                                                                                                                                                                                     Agreement.
                                                                                                                                                                                                                     This
                                                                                                                                                                                                                     Agreement
                                                                                                                                                                                                                     constitutes
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     entire
                                                                                                                                                                                                                     agreement
                                                                                                                                                                                                                     between
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     parties
                                                                                                                                                                                                                     pertaining
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     subject
                                                                                                                                                                                                                     matter
                                                                                                                                                                                                                     hereof
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     supersedes
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     cancels
                                                                                                                                                                                                                     any
                                                                                                                                                                                                                     prior
                                                                                                                                                                                                                     communications,
                                                                                                                                                                                                                     representations,
                                                                                                                                                                                                                     understandings,
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     agreements
                                                                                                                                                                                                                     between
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     parties.
                                                                                                                                                                                                                     No
                                                                                                                                                                                                                     modifications
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     or
                                                                                                                                                                                                                     changes
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     this
                                                                                                                                                                                                                     Agreement
                                                                                                                                                                                                                     shall
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     binding,
                                                                                                                                                                                                                     nor
                                                                                                                                                                                                                     can
                                                                                                                                                                                                                     any
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     its
                                                                                                                                                                                                                     provisions
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     waived,
                                                                                                                                                                                                                     unless
                                                                                                                                                                                                                     agreed
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     in
                                                                                                                                                                                                                     writing
                                                                                                                                                                                                                     by
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     pat-ties.
                                                                                                                                                                                                                     There
                                                                                                                                                                                                                     are
                                                                                                                                                                                                                     no
                                                                                                                                                                                                                     side
                                                                                                                                                                                                                     agreements,
                                                                                                                                                                                                                     whether
                                                                                                                                                                                                                     verbally
                                                                                                                                                                                                                     or
                                                                                                                                                                                                                     in
                                                                                                                                                                                                                     writing,
                                                                                                                                                                                                                     between
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     Company
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     Stern,



 


		11.	Confidentiality.
                                                                                                                                                                                                              The
                                                                                                                                                                                                              parties
                                                                                                                                                                                                              agree
                                                                                                                                                                                                              that
                                                                                                                                                                                                              the
                                                                                                                                                                                                              terms
                                                                                                                                                                                                              and
                                                                                                                                                                                                              all
                                                                                                                                                                                                              of
                                                                                                                                                                                                              the
                                                                                                                                                                                                              encompassing
                                                                                                                                                                                                              components
                                                                                                                                                                                                              of
                                                                                                                                                                                                              this
                                                                                                                                                                                                              Agreement
                                                                                                                                                                                                              shall
                                                                                                                                                                                                              be
                                                                                                                                                                                                              kept
                                                                                                                                                                                                              confidential,
                                                                                                                                                                                                              unless
                                                                                                                                                                                                              this
                                                                                                                                                                                                              information
                                                                                                                                                                                                              is
                                                                                                                                                                                                              required
                                                                                                                                                                                                              to
                                                                                                                                                                                                              be
                                                                                                                                                                                                              disclosed
                                                                                                                                                                                                              pursuant
                                                                                                                                                                                                              to
                                                                                                                                                                                                              any
                                                                                                                                                                                                              inquiries
                                                                                                                                                                                                              by
                                                                                                                                                                                                              federal,
                                                                                                                                                                                                              state,
                                                                                                                                                                                                              or
                                                                                                                                                                                                              local
                                                                                                                                                                                                              law
                                                                                                                                                                                                              enforcement
                                                                                                                                                                                                              or
                                                                                                                                                                                                              pursuant
                                                                                                                                                                                                              to
                                                                                                                                                                                                              paragraph
                                                                                                                                                                                                              9.



 






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If
the foregoing is acceptable to you, please execute this Agreement in the place provided below.


 


	Very
    Truly Yours,	 
	 	 	 
	By:	/s/
    Shai Z. Stern	 
	 	 	 
	ACCEPTED
    AND AGREED	 
	Company:  Wowio,
    LLC	 
	 	 	 
	By:	/s/
    Brian Altounian	 
	 	Brian
    Altounian, CEO	 


 






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