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EXHIBIT 10.13
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement"), is made and
entered into as of
this 30th day of June, 2007 by and between BlueStar Health,
Inc., a Colorado
corporation ("BlueStar" or the "Company") and Richard M.
Greenwood, an
individual ("Greenwood" or the "Consultant").
RECITALS
WHEREAS, the Company wishes to engage the consulting services
of
Consultant; and
WHEREAS, Consultant wishes to provide the Company with
consulting services.
WHEREAS, Consultant has been engaged by the Company previously
under a
Consulting Agreement dated July 1, 2006 between the Company and
ALO Investments,
LLC for which the Consultant has not received agreed upon
compensation or
documented expense reimbursement.
FURTHER, both parties agree the accumulated unpaid compensation
and expense
reimbursement shall carryover and will be due and payable to
Consultant on the
same terms as stated in this agreement.
NOW, THEREFORE, in consideration of the mutual promises herein
contained,
the parties hereto hereby agree as follows:
1. CONSULTING SERVICES
The Company hereby authorizes, appoints and engages the
Consultant, and
Consultant agrees to be available to initially act as the sole
Company officer
and director over the next eighteen (18) months retroactive from
July 1, 2006
following the date of this Agreement; or, until such time as the
Company
completes a merger or otherwise successfully combines with a
going concern at
which time Consultant will take on a role mutually agreed to by
all parties at
that time. The Company will expect Consultant to perform general
and specific
duties listed below:
(a) Explore and select merger and acquisition,
re-capitalization, and
restructuring option for the Company;
(b) Assist in getting the Company listed on a national
securities exchange,
and
(c) Act as a liaison between the Company and the regulators,
creditors,
shareholders, lawyers and accountants concerning the Company's
ongoing
obligations as a reporting company;
(d) Duties:
(i) Serve as sole director and Chairman of the Board of
BlueStar
Health, Inc. until such time as BlueStar has merged with
another
business.
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(ii) Serve as President, Treasurer, and Secretary of BlueStar
of
BlueStar Health, Inc. until such time as BlueStar has merged
with another business.
(iii) Take actions required to bring BlueStar Health, Inc.
into
compliance with all regulatory filings including but not
limited
to SEC financial filings, State Franchise filings, Federal
taxes
and the NASD.
(iv) Search, identify and merge with a business that upon
execution
of its business plan will add value to BlueStar
shareholders.
Throughout this Agreement, the term "Consultant" shall include
any and all
employees or independent contractors of Consultant that performs
services for
the Company.
2. TERM OF AGREEMENT
This Agreement shall be in full force and effect as of the date
hereof
retroactive from July 1, 2006 and extend for a period of
eighteen (18) months.
At the end of the original term, this Agreement will
automatically renew for
additional twelve (12) month periods with the COMPANY paying
CONSULTANT the same
compensation as the initial eighteen (18) month period unless
this Agreement is
terminated by COMPANY upon thirty (30) days written notice
before the end of any
then current contract period.
3. COMPENSATION TO CONSULTANT
The Consultant's compensation for the Consulting Services shall
be:
(a) Monthly fee of $15,000. The fee shall be accrued by the
company but payable
in shares of BlueStar Health, Inc. (NASD.PK: BLSH) following
completion of
all then due SEC financial filings
(b) Success fee of One Million (1,000,000) shares of BlueStar
Health, Inc.
common stock will be paid to consultant upon successful
completion of a
successful merger or other form of business combination with an
operating
company.
(c) Payment of fees described in Section 3(a) and (b) above,
will be in shares
of common stock (the "Shares") of BlueStar Health that will be
registered
on a Form S-8 and issued to the Consultant no later than thirty
(30) days
(the "Compensation Delivery Date") after the registration of the
Company
with the Securities and Exchange Commission ("SEC")
4. EXPENSE REIMBURSEMENT
Company agrees to reimburse Consultant reasonable expenses
related to
travel, lodging, and business supplies which the Consultant
shall provide
documentation evidencing expenses incurred. Consultant will be
subject to and
agrees to use Company's written expense policy. Expenses will be
accrued by the
Company when submitted and payable in cash when funds are
available or on the
same terms Consultant is to receive payment for fees earned as
set out in
Section 3(a) above.
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5. CONFIDENTIALITY
Consultant will maintain in confidence and will not, directly
or
indire
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