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BUSINESS ADVISORY AGREEMENT

Consulting Services Agreement

BUSINESS ADVISORY AGREEMENT | Document Parties: Clayton Dunning Global Partners, LLC | Green Star Alternative Energy, Inc You are currently viewing:
This Consulting Services Agreement involves

Clayton Dunning Global Partners, LLC | Green Star Alternative Energy, Inc

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Title: BUSINESS ADVISORY AGREEMENT
Date: 7/31/2009

BUSINESS ADVISORY AGREEMENT, Parties: clayton dunning global partners  llc , green star alternative energy  inc
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EXHIBIT 10.20

BUSINESS ADVISORY AGREEMENT

 

          THIS BUSINESS ADVISORY AGREEMENT is entered into and is effective as of the 24 day of July 2009 BY AND BETWEEN Green Star Alternative Energy, Inc., a Nevada corporation with principal offices at 1660 Hotel Circle North, Suite 207, San Diego, California 92108 (the "Company"), AND Clayton Dunning Global Partners, LLC, a limited liability company (the "Consultant"). As used herein, the term "Parties" shall be used to refer to the Company and the Consultant jointly.

WHEREAS:

    1. The Company seeks to obtain certain consulting services from Consultant in conjunction with efforts undertaken with one or more FINRA-registered broker-dealers.
    2. The Company is familiar with Consultant and Consultant's services and resources and has had sufficient opportunity to evaluate the consulting services that Consultant is to render the Company.
    3. Consultant is willing to provide certain consulting services in accordance with the Securities Exchange Act of 1934 (the "1934 Act") and subject to the limitations placed upon persons who are not registered and licensed brokers or broker-dealers as set forth in the 1934 Act.
    4. The Parties warrant and represent that they have completed discussions and negotiations regarding the terms of this Agreement and the form and scope of the consulting services that Consultant is to provide the Company.
    5. The Parties acknowledge and agree that subject to the terms and conditions of this Agreement, Consultant shall provide the consulting services set forth herein consistent with the requirements of the Securities Act of 1933, the 1934 Act, and all applicable state securities laws.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

            1.1.      Description of Consulting Services . Consultant agrees to provide the following consulting services with respect to the due diligence examination and review of records and documents regarding the corporate affairs of the Company:

1.1.1. Review of the Company's corporate records, including the Company's Articles of Incorporation, By-laws, Minutes and Actions of the Company's Board of Directors and Shareholders.

1.1.2. Review the Company's shareholder list, shareholder agreements, voting trust and pooling agreements and related documentation.

1.1.3. Review prior issuances of the Company's securities, including, but not limited to, prior issuances of the Company's common stock, preferred stock, warrants, rights, convertible securities, exchangeable securities, notes, bonds, debentures, and the like.

1.1.4 Review the Company's business plan, schedules, pro forma financial statements, projections, and related documentation in light of the Company's competitive environment, industry structure, and the Company's existing and future resources.

            1.2.      Initial Consulting Services from Consultant . In addition to the consulting services described in Section 1.1 of this Agreement, Consultant shall, for a period of one (1) year after the signing of this Agreement, be available to consult with the Company on a "best efforts" basis in the following areas and as reasonably requested by the Company:

1.2.1. Assistance in negotiating arrangements with underwriter;

1.2.2. Assistance in structuring incentive stock option plans;

1.2.3. Assistance in capital structure planning and use of debt and equity financing to enhance shareholder value;

1.2.4. Assistance in providing a consistent investor relations strategy and in communicating with prospective underwriters, broker-dealers, venture capital funding sources, and others;

1.2.5. Assistance in structuring acquisitions, divestitures, and financial strategies planning regarding stock ownership; and

1.2.6. Assistance in evaluating alternative stockholder buy-out alternatives.

            2.1.      Still further and upon reasonable notice to Consultant, Consultant shall consult and assist the Company and any FINRA-registered broker-dealer employed by the Company in negotiations with one or more entities that may be identified by the Company as suitable acquisition candidates.

2.2. Both parties acknowledge and agree that Consultant's sole responsibility with respect to the raising of any capital for the Company shall be limited to the introduction of potential third-party institutional capital investors to the Company so as to allow the Company to undertake negotiations for the purpose of raising up to five million dollars ($5,000,000) (U.S.D.) from the offering and sale of the Company's Common Stock on a private placement basis and up to 180,000 Euros in direct investment into the Company's Serbian wind power project on such terms as are reasonably satisfactory to the Company. In the event that Consultant introduces one or more institutional investors to the Company and such funds are accepted on terms deemed reasonable by the Company then subject to compliance with the 1934 Act, Consultant shall be paid a finders fee (the "Finders' Fee") as set forth on Exhibit A attached hereto and incorporated by reference herein.

3.1. Payment for Services Received Under Sections 1.1, 1.2, and 2.1 . In consideration for the services to be rendered by Consultant and described in Sections 1.1, 1.2, and 2.1 of this Agreement, the Company shall, subject to further written agreement between the Parties, reasonably compensate Consultant in either cash or shares of the Company's Common Stock provided that the latter are deemed freely-tradable securities.

4.1. Acknowledgment of Services to Others . Each of the Parties agree that Consultant shall have the right to provide similar services to other clients of Consultant during and after the term of this Agreement.

4.2. Duty of Cooperation & Delivery of Documents . The Parties agree that throughout the term of this Agreement, the Company shall, at its sole expense, cooperate and deliver all documents and information and cause its legal counsel, accountants, and other advisors to deliver the same to Consultant without unreasonable delay so as to allow Consultant to render the services provided in this Agreement and to further the purposes of this Agreement.

5.1. Covenant of Non-Circumvention . The Company agrees, on behalf of itself and on behalf of its officers, directors, employees, and agents (the "Covenanting Parties") to refrain from taking any action or causing any action which directly or indirectly may serve: (A) to obstruct, delay, or interfere with the purposes of this Agreement; (B) to obstruct, delay, or interfere with the Company's performance of its obligations recited in this Agreement; and (C) to make the Company's ability to perform its obligations as recited in this Agreement more difficult or burdensome in any way. In addition, the Covenanting Parties further agree that they shall not, without the prior written consent of Consultant: (1) directly or indirectly employ or retain any advisor or other third party; (2) directly or indirectly enter into any oral or written agreement, contract, arrangement or undertaking and (3) directly or indirectly make or accept any commitment which individually or collectively may serve to obstruct, delay, or interfere with the pur


 
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