|
EXHIBIT 10.14
AMENDED AND RESTATED CONSULTING AND INDEMNITY AGREEMENT
This Amended and Restated Consulting Agreement (this
"Agreement"), is made and
entered into as of this 30th day of June, 2006 by and between
Bluestar Health,
Inc., a Colorado corporation ("Bluestar" or the "Company") and
Alfred Oglesby,
an individual ("Oglesby" or the "Consultant").
RECITALS
WHEREAS, the Company has previously entered into multiple
agreements with
Oglesby in connection with the unsuccessful attempted
acquisition of Gold Leaf
Homes, Inc., among which are a Consulting Agreement dated
February 13, 2006 and
an Indemnity Agreement dated October 15, 2005; and
WHEREAS, the Company and Oglesby desire to recognize the changed
circumstances
caused by the rescission of the Gold Leaf transaction and revise
certain of
their contractual arrangements accordingly and
retroactively.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the
parties hereto hereby agree as follows:
1. TERMINATION OF PRIOR AGREEMENTS
The Company and Oglesby hereby agree that the following prior
agreements or
obligations are terminated in their entirety with no further
obligation or
liability on the part of either the Company or Oglesby to the
other except as is
specifically contained in this Agreement:
a) Consulting Agreement dated February 13, 2006
b) Indemnity Agreement dated October 15, 2005
c) Transitional Agreement dated February 13, 2006
d) Escrow Agreement dated February 13, 2006
e) Promissory Note to Oglesby for $130,000 dated October 15,
2005
f) Promissory Note to Oglesby for $150,000 dated February 26,
2006
2. CONSULTING SERVICES
The Company hereby authorizes, appoints and engages the
Consultant, and
Consultant agrees to be available to consult with the Company's
officers and
directors from March 1, 2006 for a minimum of the next eighteen
(18) months
following the date of this Agreement, on projects agreed to in
writing by the
parties. The Company may request Consultant to work on projects
in the following
areas (the "Consulting Services"):
(a) Provide counsel regarding mergers and acquisitions,
recapitalizations,
and restructurings; and
(b) Provide office space, telephone, internet and general office
and
administrative support services and supplies.
Throughout this Agreement, the term "Consultant" shall include
any and all
employees or independent contractors of Consultant that performs
services for
the Company.
1
<PAGE>
3. TERM OF CONSULTING AGREEMENT
This Agreement shall be in full force and effect from March 1,
2006 for a
period of eighteen (18) months, or until the Company's
acquisition transaction
with Zeon Fuel, Inc. closes, whichever occurs later. At the end
of the term,
this Agreement will automatically terminate.
4. INDEMNIFICATION
(a) Company shall issue to Oglesby 1,000,000 shares of its
common stock in
consideration of Oglesby's agreement to indemnify the Company.
The shares will
not be registered with the Securities and Exchange Commission
and will be
subject to substantial restrictions and limitations on
resale.
(b) Oglesby shall indemnify and hold harmless the Company and
its
directors, officers, and employees from any Loss (defined below)
related in any
way or arising from:
(i) the physical therapy business previously operated by the
Company
or any of its subsidiaries, specifically including but not
limited to:
Bluestar Health, Inc. (CO), Bluestar Physical Therapy, Inc. (TX)
and
Bluestar P.T., Inc. (TX); and
(ii) a $70,000 debt owed by the Company to Rick's Cabaret, plus
any
interest and penalties thereon;
(iii) The following specific amounts payable or contingent
liabilities
(related to events prior to February 13, 2006) plus any
interest,
penalties or related Losses:
Amounts Payable
---------------
PARTY AMOUNT
Accrued Items - Mississippi Clinic $52,500
Accrued Items - Canton Clinic 5,700
Note Payable - Hibernia Bank 44,380
Note Payable - Merchant Farmers 11,258
Note Payable - Rick's Cabaret 70,000
Settlement - Peter Lord 15,000
A/P - Computershare Trust Co. 2,097
A/P - Visual Marketing 671
A/P - ADP 368
2
<PAGE>
A/P - Mac Experts 305
Lease - Tower Executive Suites 1,389
Miscellaneous Items 2,788
Total Specific Liabilities $206,456
Contingent Liabilities Include
------------------------------
PARTY
Bank One / Arrow Financial Services
Bank of America
Nicholas Group
Phelps Dunbar LLP / Valor Entertainment
ADP / Levy Diamond Bello
Mack Hilber & Associates
Christian, Smith & Jewell
Healthquest and related parties
(c) "Losses" shall include:
(i) any expense, liability, contractual obligation, account
payable,
or loss, including attorney fees, judgments, fines,F ERISA
excise
taxes and penalties, and amounts paid or to be paid in
settlement;
(ii) any interest, assessments, or other charges imposed on any
of the
items in part (i) of this subsection (c); and
(iii) any federal, state, local, or foreign taxes imposed as a
result
of the actual or deemed receipt of any payments under this
Agreement
paid or incurred in connection with investigating, defending,
being a
witness in, participating in (including on appeal), or preparing
for
any of the foregoing in any proceeding relating to any Loss or
in the
enforcement of this Agreement.
(d) Oglesby shall provide, in Oglesby's reasonable discretion,
either
provide a defense from any claim which would constitute a Loss,
or discharge the
claim in order to indemnify the Company. The Company shall
provide Oglesby with
prompt notice of any asserted claim or Loss in order to permit
Oglesby to
indemnify and defend the Company from Loss.
3
<PAGE>
5. COMPENSATION TO CONSULTANT
(a) The Consultant's compensation for the Consulting Services
shall be
$11,000 per month ("Consulting Compensation") commencing April
1, 2006, and
continuing for each full or partial month of the term of this
Agreement.
(b) The Consulting Compensation shall be paid in shares of the
common stock
of Company in an amount equal to the Consulting Compensation due
at the end of
each months divided by the closing price of the common stock on
the last trading
day of the month. The shares will not be registered with the
Securities and
Exchange Commission and will be subject to substantial
restrictions and
limitations on resale.
Consultant understands that NO DEDUCTION FOR FEDERAL, STATE OR
OTHER
GOVERNMENTAL SUBDIVISION TAXES OR CHARGES OF ANY TYPE WILL BE
MADE FRO
| 
