Natural Blue Resources, Inc. Engagement and Advisory Fee Agreement
Exhibit
10.1
Engagement
and Advisory Fee Agreement
Date:
11/9/09
Xx. Xxxxx
X. Xxxxx
JEC
Corp.
0000 X.
Xxxxxxxxx Xx.
Xxxxxxx,
Xxxxxxx 00000
Dear Xx.
Xxxxx,
This will
confirm Natural Blue Resources Inc. (the “Company”) will engage JEC Corp (the
“Firm”) to represent the Company on various business prospects for the purpose
of representing the Company in prospective mergers and acquisitions by the
Company for the projects listed in Exhibit “A” (as amended in writing from time
to time) attached hereto and incorporated herein by reference (the “Projects”).
The Firm and the Company makes the following representations to each other,
acknowledging that each will rely on these representations.
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1.
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Preparation
and Processing Orders The Firm hereby agrees to exercise its best
efforts to effectuate a merger or acquisition of the Projects for the
Company. The Firm shall provide the services of Xxxxx X. Xxxxx and Xxx
Xxxxxxx to perform its services as described herein. The
Company shall cooperate fully with the Firm in the preparation and
processing of all documentation reasonably required of it to facilitate
advancing the Projects. Without limiting the generality of the
foregoing, the Firm shall promptly submit to the Company working drafts of
any and all documents, information and exhibits of any and all potential
agreements concerning the Projects. The Firm shall make its
representatives available for meetings and consultations with the Company
as reasonably required by the
Company.
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2.
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Payment
of Costs, Fees and Expenses - The Company shall pay all reasonable
costs, fees and expenses incurred in connection with the preparation,
submission and processing of the Projects, including but not necessarily
limited to, travel, legal fees, the cost of preparation of all exhibits,
all reasonable fees and expenses of other retained professionals and
advisors. The Firm shall provide the Company with advance notice of any
such anticipated costs or expenses that may exceed ten thousand dollars
($10,000) that the Firm anticipates expending in pursuing any one of the
mergers or acquisitions listed in Exhibit A. For each Project
that signs a letter of intent acceptable to the Company, there shall be a
non-refundable fee paid to the Firm of $20,000.00. Project that the
Company subsequently closes on, the Company will pay the Firm a fee of
$150,000.00 at Closing. Subject to legal review, upon signing this
agreement Xxxxx Xxxxx Sr. or his assigns shall be paid 500,000 shares of
S-8 stock as retainer fee and shall be issued 300,000 shares of S-8 stock
at each Closing of each Project or at JEC’s option be granted an option to
purchase for nominal consideration, 500,000 shares of S-8
stock.
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3.
Other
Agreements -
3.1. All
information provided to the Firm by the Company and all information provided to
the Company by the Firm is and shall be truthful, accurate and complete, and
contain no material misrepresentations;
3.2. The
Company nor the Firm shall be liable for any actions or omissions of each other,
nor for any damages sustained by anyone or any entity as a result
thereof.
3.3. The
Company and the firm agree that the Firm is a consultant, performing as an
independent contractor, and that no Employee-Employer relationship shall
exist.
3.4. Non-Circumvent
- In the event that the Firm - or any company or entity affiliated with the Firm
or in which Principals of the Firm are 1a principal or officer - obtains or
procures, either directly or indirectly or through an agent, any proposed
Project, the Company agrees not to circumvent or interfere with the negotiations
in any manner or form.
3.5. The
Company hereby expressly authorizes the Firm and its employees to contact the
Company’s attorney, accountant and any other agents of the Company in connection
with this Agreement
3.3. If
the Firm is required to seek collection of compensation required by this
Agreement from the Company, and the Firm is successful in such collection
effort, the Company shall be obligated to reimburse the Firm all costs of
collection including reasonable attorney’s fees, and interest at 18%
annually. The laws of the State of Florida shall apply to this
contract.
If the
foregoing correctly sets forth our agreement, please so indicate by executing
this letter in the space provided below, and return by overnight
courier
Sincerely,
Xxxxx
Xxxxx, Chairman & CEO
Accepted
and Agreed to:
By: /S/
Date: November 09, 2009
Xxxxx X. Xxxxx, Chairman &
CEO
For: JEC
Corp.
Exhibit
“A”
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