CONSULTING AGREEMENT

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is dated effective as of June 15th, 2015 (the “Effective Date”) by and between Illumination America, Inc. (the “Company”), a Florida Corporation with an office at 2060 Boca Raton Boulevard, Suite 6 Boca Raton, Florida 33431, and Financial Genetics LLC. A Delaware Corporation (the “Consultant”), with an address at 205 Chestnut Drive Roslyn, NY 11576. The Company and Consultant are sometimes hereinafter referred to individually as a “Party” and collective,· as the “Parties.”

WHEREAS, the Company desires to utilize the services of the Consultant to assist with communications with stockholders of Client and the investment community and to identify potential strategic partners to the Client;

WHEREAS, the Company and the Consultant have simultaneously entered into a Nondisclosure/Non-Circumvention Agreement (“NCNDA”) to protect their respective interests;

WHEREAS, Consultant has available expertise and significant experience in the area of corporate financing, the development of strategic partnerships;

WHEREAS, the Company desires to formally engage the services of the Consultant on a non-exclusive basis as its corporate financing advisor, performing certain consulting services on behalf of the Company as specified herein, and the Consultant agrees to perform such services, subject to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:

1.     Recitals. The above recitals are true, correct and incorporated by reference as part of the Agreement.

2.     Services. The Company hereby engages the Consultant and the Consultant agrees to serve as its non-exclusive corporate finance advisor in accordance with the terms set forth in this Agreement.

3.     Term and Termination. The term of this Agreement shall begin on the Effective Date June 15, 2015 and terminate June 14, 2016 (the “Term”). The Agreement shall automatically renew after June 14, 2016. Either party may terminate this agreement for any reason whatsoever by providing 30 day notice. Such termination shall not affect any payments due pursuant to paragraph 4.

4.     Compensation.

5.    Non-Exclusivity/Confidential Information.

During the term of this Agreement:

6.     Company's Representations. Company represents and warrants with and to Consultant as follows:

7.    Consultant's Representations. The Consultant represents and warrants with and to the Company as follows:

8.     Indemnification.

9.     Severability and Savings Clause. If any one or more of the provisions contained in this Agreement is for any reason (i) objected to, contested or challenged by any court, government authority, agency, department, commission or instrumentality of the United States or any state or political subdivision thereof, or any securities industry self-regulatory organization collectively, "Governmental Authority"), or (ii) held to be invalid, illegal or unenforceable in any respect, the Parties hereto agree to negotiate in good faith to modify such objected to, contested, challenged, invalid, illegal or unenforceable provision. It is the intention of the Parties that there shall be substituted for such objected to, contested, challenged, invalid, illegal or unenforceable provision a provision as similar to such provision as may be possible and yet be acceptable to any objecting Governmental Authority and be valid, legal and enforceable. Further, should any provisions of this Agreement ever be reformed or rewritten by a judicial body, those provisions as rewritten will be binding, but only in that jurisdiction, on Consultant and the Company as if contained in the original Agreement. The invalidity, illegality or unenforceability of any one or more provisions hereof will not affect the validity and enforceability of any other provisions hereof.

10.     Successors; Assignment. This Agreement and the rights and obligations under this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and their respective successors and permitted assigns. Neither this Agreement nor any rights or benefits under this Agreement may be assigned by either Party to this Agreement without the other Party's prior written consent.

11.     Entire Agreement; Amendment. This Agreement, along with the NCNDA, constitutes the entire agreement between the Parties as to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties that are not expressly set forth in those two writings. This Agreement shall not be changed orally, but only in writing signed by the Parties.

12.     Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Florida, without resort to the conflict of law principles thereof.

13.     Notices. All notices, requests, demands, claims or other communications required or permitted under this Letter Agreement (except for Notices of Additional Referrals, which shall be given as provided in paragraph 7 above) shall be sent by nationally recognized overnight courier (such as FedEx) to the parties at the addresses set forth at the head of this Agreement. A copy of any notice sent to Consultant shall also be sent to:

Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.

14.     Third Party Beneficiary. No person, firm, group or corporation is a third party beneficiary of this Agreement.

15.     Counterparts; Electronic Delivery. This Agreement may be executed in any number of original counterparts, each of which having been so executed and delivered shall be deemed an original and all of which, collectively, shall constitute one agreement; it being understood and agreed that the signature pages may be detached from one or more such counterparts and combined with the signature pages from any other counterparts in order that one or more fully executed originals may be assembled. A copy of an executed counterpart signature page signed by a Party may be delivered by facsimile or other electronic transmission and, upon such delivery, a print out of the transmitted signature of such Party will have the same effect as if a counterpart of this Agreement bearing an original signature of that Party had been delivered to the other Party.

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement effective as of the day and year first above written.

ADDENDUM TO CONSULTING AGREEMENT DATED JUNE 15, 2015

This Addendum to the Consulting Agreement by and between Illumination America, Inc. and Financial Genetics, LLC is dated October 31, 2015.

The Parties agree to amend the above referenced agreement as follows:

Agreed to and Accepted this 16th of Nov. 2015.

Financial Genetics, LLC

/s/ Barry Bendett                          

Barry Bendett, President

Illumiation America, Inc.

/s/ Ismael A. Llera                     

Ismael A. Llera, president              11/17/15