Exhibit 10.15
CONSULTING
AGREEMENT
This Consulting Agreement (this "Agreement") is
entered into as of January 19, 2007 by and between the Powersmart
Holdings Limited, a holding company organized under the laws of the
British Virgin Islands, ("Powersmart" or the "Company"), and
Heritage Management Consultants, Inc., a corporation organized
under the laws of South Carolina, USA ("Heritage" or the
"Consultant").
RECITALS
1.
Consultant is willing to provide to Powersmart and its affiliated
companies (collectively, the "Company") the consulting services
identified in this Agreement.
2.
Powersmart is willing to engage Consultant as an independent
contractor, and not as an employee, on the terms and conditions set
forth herein.
AGREEMENT
In consideration of the foregoing and of the
mutual promises set forth herein, and intending to be legally
bound, the parties hereto agree as follows:
1.
Engagement . Powersmart hereby engages Consultant as an
independent contractor to provide outsourced professional
management services for the purpose of assisting the Company in
meeting its obligations as a US publicly traded company. Heritage
will provide an executive who will act as the Company’s U.S.
based executive (the "Spokesperson" to the U.S. financial markets,
and who will be supported by the Heritage staff. The scope of work
includes the following:
·
The Spokesperson will be
supported by a staff financial analyst.
·
Heritage
representative(s) will visit the Company’s location(s) to
conduct a detailed analysis of the Company in order to gain an
understanding of the Company’s operations, strategies and
financial projections.
·
Heritage will develop an
investor presentation for use in any transactions.
·
Heritage will review and
suggest edits to any written business plans in the English language
that will be used for any transaction.
·
Heritage will provide
consultation to the Company during all fund raising activities
during the term of the engagement. The Spokesperson will make "one
on one," web cast and teleconference presentations to investment
banks and potential investors on behalf of the Company with the
Company’s executive management in attendance. Heritage staff
will coordinate communications between investment banks, investors
and the Company.
·
Heritage staff will
assist the company in the construction of both historical and
projected financial models appropriate for use with the investment
community. Heritage staff will conduct a detailed review of the
financial projections for any potential issues prior to their
release to the investment community.
·
On an ongoing basis,
Spokesperson will be available to make "one on one" presentations,
web cast presentation and teleconference updates to current
investors, potential investors, and the analyst community as
appropriate
·
Spokesperson will
participate in investor conferences, as appropriate.
·
Spokesperson will conduct
quarterly investor conference calls, as appropriate.
·
Spokesperson and the
Heritage staff will be readily available to receive inquiries and
coordinate responses to potential and current investors, buy and
sell side analysts, the financial press, and the Securities and
Exchange Commission.
·
Heritage will work with
the Company on proactively analyzing, identifying potential issues
or areas of concern and constructing responses to potential
questions which may result from the Company’s quarterly
financial results.
·
Heritage can assist the
Company in interviewing; selecting and retaining an investor
relations firm.
·
Heritage wil
