CONSULTING AGREEMENT
EXHIBIT 10.2
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This Consulting Agreement is made as of the 26th day of July, 2010, by and between Rage Marketing, Inc. (“Consultant”), and ALL Fuels & Energy Company (the “Company”).
WHEREAS, the Company desires to be assured of the association and services of Consultant, in order to avail itself of Consultant’s experience, skills, abilities, knowledge and background to provide financial public relations services; and
WHEREAS, Consultant agrees to be engaged and retained by the Company upon the terms and
conditions set forth herein; and
NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed:
1. The Company hereby engages Consultant, on a non-exclusive basis, to render consulting services with
respect to the development and implementation of a financial public relations strategy on behalf of the Company.
Consultant hereby accepts such engagement and agrees to render such consulting services throughout the term of this
Agreement. Consultant agrees that it shall be responsible for all expenses incurred in his performance hereunder. It is
further agreed that Consultant shall have no authority to bind the Company to any contract or obligation or to transact
any business in the Company’s name or on behalf of the Company, in any manner. The parties intend that Consultant
shall perform his services required hereunder as an independent contractor.
2. The term of this Agreement shall commence upon the mutual execution of this Agreement and shall
continue until January 31, 2011.
3. In consideration of the services to be performed by Consultant, the Company agrees to pay to Consultant the following compensation:
the Company shall issue 2,000,000 shares of the Company’s $.01 par value common stock
upon the mutual execution of the Agreement.
4. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with Consultant to enable Consultant to perform
his obligations hereunder.
B. The execution and performance of this Agreement by the Company has been duly authorized
by the Board of Directors of the Company.
C. The performance by the Company of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of the Company or any contractual obligation by which the Company may be bound.
5. Consultant represents and warrants to the Company that:
A. The execution and performance of this Agreement by Consultant has been duly authorized
by its governing body.
B. The performance by Consultant under this Agreement will not violate any applicable court
decree, law or regulation, nor will it violate any provisions of any contractual obligation by which Consultant may be
bound.
C. Consultant represents and warrants that it has investigated the Company, its financial
condition, business and prospects, and has had the opportunity to ask questions of, and to receive answers from, the
Company with respect thereto. Consultant acknowledges that it is aware that the Company currently lacks adequate
capital to pursue its full plan of business.
D. Consultant represents and warrants to the Company that the shares of common stock being
acquired pursuant to this Agreement are being acquired for its own account and for investment and not with a view to
the public resale or distribution of such shares and further acknowledges that the shares being issued have not been
registered under the Securities Act or any state securities law and are “restricted securities”, as that term is defined in
Rule 144 promulgated by the SEC, and must be held indefinitely, unless they are subsequently registered or an exemption
from such registration is available.
E. Consultant consents to the placement of a legend restricting future transfer on the share certificates representing the shares of common stock to be issued hereunder, which legend shall be in the following, or similar, form:
“THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN
RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY
SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE STOCK
MAY NOT BE TRANSFERRED WITHOUT REGISTRATION EXCEPT IN
TRANSACTIONS EXEMPT FROM SUCH REGISTRATION.”
6. Until such time as the same may become publicly known, the parties agree that any information
provided to either of them by the other of a confidential nature will not be revealed or disclosed to any person or entity,
except in the performance of this Agreement, and upon completion of Consultant's services and upon the written request
of the Company, any original documentation provided by the Company will be returned to it. Consultant, including each
of its affiliates, will not directly or indirectly buy or sell the securities of the Company at any time when it or they are
privy to non-public information.
Consultant agrees that it will not disseminate any printed matter relating to the Company without prior
written approval of the Company.
Consultant agrees that it will comply with all applicable securities laws, in performing on behalf of the
Company hereunder.
7. All notices hereunder shall be in writing and addressed to the party at the address herein set forth, or
at such other address as to which notice pursuant to this section may be given, and shall be given by personal delivery,
by certified mail (return receipt requested), Express Mail or by national or international overnight courier. Notices will
be deemed given upon the earlier of actual receipt of three (3) business days after being mailed or delivered to such
courier service.
Notices shall be addressed to Consultant at:
Rage Marketing, Inc.
00000 Xxxx Xxxxxx Xxxx
Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
and to the Company at:
ALL Fuels & Energy Company
0000 X.X. 00xx Xxxxxx
Xxxxxxxx, Xxxx 00000
8. Miscellaneous.
A. In the event of a dispute between the parties arising out of this Agreement, both Consultant
and the Company agree to submit such dispute to arbitration before the American Arbitration Association (the
“Association”) at its Minneapolis, Minnesota, offices, in accordance with the then-current rules of the Association; the
award given by the arbitrators shall be binding and a judgment can be obtained on any such award in any court of
competent jurisdiction. It is expressly agreed that the arbitrators, as part of their award, can award attorneys fees to the
prevailing party.
B. This Agreement is not assignable in whole or in any part, and shall be binding upon the
parties, their representatives, successors or assigns.
C. This Agreement may be executed in multiple counterparts which shall be deemed an original.
It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than
one party, if each party executes at least one counterpart.
D. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.
ALL FUELS & ENERGY COMPANY
By: /s/ XXXX X. XXXXXXXXX
Xxxx X. Xxxxxxxxx
President
RAGE MARKETING, INC.
By: /s/ XXXXXXXXX XXXX
its authorized agent
