CONSULTANT AGREEMENT
This consulting agreement (the "Agreement') dated January 1, 2006 (the
"Effective Date'"), by and between Consolidated Energy, Inc., a Wyoming
corporation, (hereinafter "CEIW" or the "Company"), having its principal place
of business at 00 Xxxxxx Xxxx, Xxxxx Xxxxx, XX 00000 and RC Financial Group,
LLC, a California limited liability company having its principal place of
business at 000 Xxxxxxxxx Xxxx, xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000
(Hereinafter "CONSULTANT), with reference to the following.
RECITALS
WHEREAS, CONSULTANT' has significant business and financial experience in the
coal mining industry; and
WHEREAS, CONSULTANT and CEIW each believe that such experience would be useful
to CEIW; and
WHEREAS, CONSULTANT desires to provide consulting services to CEIW; and
WHEREAS, CEIW desires to hire CONSULTANT for these consulting services and to
grant CONSULTANT certain compensation in connection therewith
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants, conditions and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Purpose. The purpose of the Agreement is to establish CONSULTANT as an
authorized and nonexclusive financial advisor to CEIW and to set forth the
respective functions, rights and responsibilities of the parties.
2. Relationship. Except for expenses pre-approved by CEIW, all other expenses
and disbursements incurred by CONSULTANT in connection with this Agreement after
the date hereof shall be borne entirely by CONSULTANT. CONSULTANT shall not
have, nor shall it hold itself out as having any right, power or authority to
create any contract or obligation, either express or implied, on behalf of, or
in the name of or binding upon CEIW unless CEIW shall consent to same in
writing.
3. Confidential Information. CONSULTANT shall not, except with the knowledge and
consent of CEIW in written form signed by its President or an officer designated
by him, disclose to any third party any proprietary or confidential information
furnished to it by CEIW, except for purposes related to CONSULTANT"S duties
pursuant to this Agreement. This obligation of confidentiality shall retrain in
force for a period of twenty-four (24) months after the termination of this
Agreement
4. CONSULTANT's Responsibilities. CONSULTANT shall provide timely business and
financial advise, including but not limited to providing CFO services on an
interim basis (the "Services") to CEIW at the sole and reasonable request of the
President or an officer designated by him
5. Compensation.
(a) Monthly Retainer. As partial compensation for CONSULTANT providing
Services to CEIW, CEIW shall pay CONSULTANT Seventeen Thousand Five Hundred
dollars ($17,500) (hereinafter, the "Monthly Retainer") each month for six (6)
months commencing on January 1, 2006. Commencing June 1, 2006, the Monthly
Retainer shall be reduced to Twelve Thousand Five Hundred dollars $12,500) per
month. Such Monthly
CEIW Confidential Page 1
Monthly Retainer shall be paid on the first of each month.
(b) One-Time. Warrant. grant as additional compensation for CONSULTANT providing
Services to CEIW, CEIW shalt issue to CONSULTANT a warrant to purchase One
Hundred Fifty Thousand (150,000) shares of CEI common stock with an exercise
price per share equal to the ninety cents ($0.90) exercise price of the current
contemplated transaction or One dollar seventy cents ($1.70), which ever is less
(the "Consultant Warrant"). Such Consultant Warrant shall be dated January 13,
2006 and shall expire on December 31, 2011. CEIW will use commercially
reasonable efforts to include the shares of CEIW common stock underlying the
Consultant Warrant to he included in any registration statement filed with the
Securities Exchange Commission after January 1, 2006.
6. Tern of Agreement. Subject to the termination provisions contained in Section
7 below, this Agreement shall be in effect for an initial term of One (1) year,
commencing on the Effective Date hereof, and shall be automatically renewed for
successive Ninety (90) day periods, on the same terms and conditions, unless one
parry gives written notice to the other of its intention to terminate this
Agreement at least fifteen (15) days prior to the expiration of the initial term
hereof or of any renewal period. Notwithstanding the foregoing either party may
terminate this Agreement, without cause, upon thirty (30) days written notice
("Early Termination'). If CONSULTANT is the party to cause Early Termination,
then the Com=pany's compensation obligations shall be to pay CONSULTANT one (1)
additional. Monthly Retainer fee From the date of Early Termination notice, with
no further compensation obligation thereafter. If the Company is the party to
cause Early Termination, then the Company shall pay two (2) additional Monthly
Retainer fees from the date of Early Termination notice, with no further
compensation obligation thereafter. The provisions of Sections 9 and 12 will
survive any termination of the Agreement.
7. Termination. Either party may terminate this Agreement for cause by providing
written notice to the breaching party not less than fifteen (15) days prior to
the effective date of such notice. Cause shall include a breach by the breaching
party of any of its obligations under this Agreement, after the breaching party
has been given written notice of such breach and said breach has not been cured
within ten (10) business days following such notice period.
8. Hold Harmless.
(a) CONSULTANT shall save CEIW harmless from and against and
indemnify CEIW for all liability, loss, cost, expenses,
including reasonable attorney fees, or damages caused with
respect to the performance of CONSULTANT under this Agreement
(b) CE1W shall save CONSULTANT harmless from and against and
indemnify CONSULTANT for all liability, loss, cost, expenses,
including reasonable attorney fees, or damages caused with
respect to the performance of CEIW under this Agreement.
9. Notice. Notices required or permitted to be given under the terms of this
Agreement shall be sent by certified mail or a nationally recognized overnight
delivery service such as Federal Express, postage prepaid to the following
addresses:
If to CEIW: Consolidated Energy, Inc.
00 Xxxxxx Xxxx
Xxxxx Xxxx, XX 00000
Attn: President
If to CONSULTANT:
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11. Succesors and assigns. This agreement shall be binding and insure to the
benefit of the respective successors and assigns of the CEIW.
12.Waiver of Provisions. The failure by ether party to insist upon strict
compliance with any provison contianed or incorporated in this Agreement shall
not be deemed or constured to be a waiver of such party's right to require
strict compliance with the same or any other provision of this Agreement at any
time thereafter.
13. Severabilty. If any provison of this Agreement shall for any reason be
adjudged by a court having jurisdiction to be invalid or unenforceable it is the
intent of the parties that such judgment shall not affect, impair or invalidate
the remainder of the Agreement, but shall be confined in its operation to the
invalidated or unenforceable provision
14. Applicable Law. This Aggreement shall be constued in accordance with the
laws of the State of Kentucky, and any court of competent jurisdiction in the
State of Kentucky shall have jurisdiction over any lawsuit arising out of the
Agreement.
15. Counterparts. Thi Agreement may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitue but one and the same Agreement.
IN WITNESS WHEREOF, the parties herto have caused this Agreement to be signed on
thier behalf on the 23rd day of December 2005.
Consolidated Energy, Inc. CONSULTANT
By: /s/ Xxxxx Xxxxxxx By:/s/ Xxxxxx Xxxxxxx
---------------------- ----------------------
Name: Xxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx
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