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CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT
("Agreement") is entered into this 25Th day of July, 2007 by and
between Coffee Pacifica Inc. ("The Company"), and Malone &
Associates, LLC ("Consultant")
RECITALS
A. WHEREAS Consultant, is in the business providing stockholder
related services to private and public companies;
B. WHEREAS Company is in the business of marketing and
distribution coffees;
C. WHEREAS the Company desires to engage the services of the
Consultant to provide the company stockholder's communications and
public relations with existing shareholders, brokers, dealers and
other investment professionals as to the Company's current and
proposed activities.
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, the sufficiency of which is hereby
acknowledged by the Company and Consultant (herein referred to as
"Parties"). Parties hereby agree as follows:
1. Appointment The Company hereby engages
Consultant to provide stockholder related services as contain in
paragraph 2 of this Agreement. Consultant hereby agrees to perform
such consulting services upon the terms and conditions set forth
herein.
2. Scope of Services
The Consultant agrees to provide the following
specified consulting services ("Services"):
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a) Increasing Company's image and profile in the financial
community;
b) Maintain an awareness during the term of this Agreement of
the Company's plans and strategies, as they may evolve during such
period, and consult and assist the Company in communicating
appropriate information regarding such plans and strategies and
personnel to the financial community;
c) Assist and consult the Company with respect to its (i)
stockholders, (ii) brokers, dealers, analysts and other investment
professionals, and (iii) financial public relations; perform the
functions generally assigned to stockholder relations including
responding to telephone and written inquiries referred to the
Consultant by the Company; consulting with respect to the timing,
form, distribution and other matters related to press releases,
reports and communications;
d) Disseminate information regarding the Company to
shareholders, brokers, dealers, other investment community
professionals and the general investing public;
e) Conduct meetings, in person or by telephone, with brokers,
dealers, analysts and other investment professionals to communicate
with them regarding the Company's plans, goals and activities, and
assist the Company in preparing for press conferences and other
forums involving the media, investment professionals and the
general investment public;
f) Consultant hereby agrees to provide the
Company on a weekly basis list and contact details of all enquiring
investors.
3. Term This Agreement shall be for a period of
nine (9) months commencing as of the date of this agreement.
4. Compensation As compensation for Consultant's
services to be rendered pursuant to this Agreement, the Company
agrees to pay the Consultant by issuance of three hundred and
seventy five thousand (375,000) restricted Rule 144 shares of the
common stock of the Company on October 2, 2007.
Consultant acknowledges that the shares of common stock to be
issued pursuant to this Agreement (collectively, the "Shares") have
not been registered under the Securities Act of 1933, and
accordingly are "Restricted Securities" within the meaning of Rule
144 of the Act. As such, the Shares may not be sold or transferred
unless the Company has received an opinion of the Company's counsel
reasonably satisfactory to the Company that such resale or transfer
is exempt from the registration requirements of that Act. The
Shares issued to the Consultant will bear a "Restricted Securities
Rule 144" legend.
In connection with the acquisition of Shares
hereunder, the Consultant represents and warrants to the Company,
to the best of its/his knowledge, as follows:
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i) Consultant acknowledges that the Consultant
has been afforded the opportunity to ask questions of and receive
answers from duly authorized officers or other representatives of
the Company concerning an investment in the Shares, and any
additional information which the Consultant has requested,
ii) Consultant's investment in restricted
securities is reasonable in relation to the Consultant's net worth,
wh
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