CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made
effective the 12th day of June, 2007, between Zuzanne Kanaty, an
individual (hereinafter referred to herein as the
“Consultant”) and PARAFIN CORPORATION, a Nevada
corporation with its principal executive offices at 5190 Neil Road,
Suite 430, Reno, Nevada 89502 (referred to herein as the
“Client”) .
In consideration of the payment herein provided to
be made and the mutual promises, covenants and agreements contained
in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
Client and Consultants agree as follows:
1.
ENGAGEMENT OF CONSULTANTS. The Client acknowledges that the Consultant has been engaged
full time in Colombia since January 15, 2007 on behalf of the
Client. The Client engages the Consultant to provide the Consulting
and Advisory Services described below, during the term of this
Agreement, until this Agreement is terminated as provided herein.
The Parties understand that when a reference herein is made as to
the Consultant and their respective responsibilities or
performance, such reference includes Consultant and/or their
assignees collectively as one and the same.
2.
SCOPE OF SERVICES TO BE PROVIDED BY
CONSULTANT. Consultant has provided
access to proprietary information regarding the investment in or
acquisition of a portion of Meta Petroleum Limited (Meta), a major
petroleum company in Colombia, South America. The Consultant
further agrees to deliver additional Farmout petroleum contracts,
production and development opportunities to the Client in
Colombia
The Consultant agrees to perform for the Client
further services, related to acquisitions on behalf of the Client
and in obtaining contracts to acquire a portion of the Meta and
sell hydrocarbon concessions. The Consultant agrees to be available
to meet with representatives of the Client and representatives of
the owners of the concessions. The Consultant will assist the
Client in negotiating contracts on behalf of the Client as
stipulated in this Agreement.
Client acknowledges that there is no assurance or
guaranty that the Client will be able to enter into the Contracts
presented by the Consultant. If the Consultant is successful in
obtaining further contracts for the Client, the Consultant will
receive payment for each subsequent acquisition. The Consultant
makes no representations or warranties to the Client regarding any
guarantees or assurances that the Client will conclude Agreements
with parties introduced by the Consultant. Consultant agrees to
perform for the Client all services and consulting related to the
Client obtaining the Contracts on a reasonable best efforts basis
in accordance with customary industry practice, through either
Consultant personal efforts, or those of others employed by
Consultant, including Mr. Freancisco Saez or any legal firms
retained under the direction of Consultant (collectively
"Consultant Personnel”)
3.
TERM. This Agreement
shall have an initial term of three hundred sixty five (365) days
(the "Primary Term"), starting with the date appearing at the top
of this Agreement (the ffective Date, and it may be renewed by
written notice of renewal signed by both parties to this
Agreement.
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4.
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COMPENSATION. In
consideration of the Services contemplated by this
Agreement,
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Client agrees to pay Consultant the following fees
for the Services:
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a. Initial Retainer Fee . In order to
retain the Services of Consultant and to compensate Consultant for
sacrificing other opportunities in order to serve Client, Client
agrees to issue, or cause to be issued and delivered to Consultant,
upon signing this Agreement, ten million (10,000,000) shares of the
Client common stock to Consultant, pursuant to the Client Amended
and Restated Retainer Stock Plan for Non-Employee Directors and
Consultants dated October 15, 2004 (Amendment No. 4) and registered
under the Securities Act of 1933, as amended, on Form S-8 (No.
333-72610)(the common Stock) . Client will also issue and deliver
to the Consultant an additional ten million (10,000,000) shares of
the Client Common Stock under the same terms and conditions as set
forth on behalf of Francesco Saez (Saez). Client acknowledges that
all Common Stock issued under this Agreement is a non-refundable
retainer fee. Client represents and warrants to Consultant that the
Common Stock is publicly traded, duly authorized, validly issued,
fully paid and non-assessable as of the date of this
Agreement.
b. Additional Payments for Additional Services
. If the Client is successful in (i) obtaining a
Farmout Agreement with Meta or; (2) acquiring a portion of the
equity of Meta, the Client shall make a payment of US$2,500,000 to
the Consultant for Advisory Services by July 15, 2007. A further
$2,500,000 shall be paid as advisory services when all matters
between Meta and ParaFin have been resolved..
In addition, Client agrees to issue and deliver to
Consultant additional shares of its common stock in connection with
any sales contract that Consultant is able to secure in respect of
the sale of any contract secured, the number of shares to be
negotiated at such time between the parties, but such issuance
shall not exceed the Common Stock issued under the terms of this
Agreement. Any such additional shares paid or additional services
performed shall be deemed to be subject to all the terms of this
Agreement, including that Client and Consultant agree that such
shares shall be issued in a private, exempt transaction pursuant to
an S-8 registration statement under Section 4(2) of the
Act.
5. COSTS
AND EXPENSES - All third-party and
out-of-pocket expenses incurred by Consultant in performing the
Services shall be paid by the Client, or shall be reimbursed by
Client if paid by Consultant on behalf of the Client, within ten
(10) days of receipt of written notice by Consultant, provided that
the Client must approve in advance all expenses in excess of $500
per month. Expenses include but are not limited to the following:
(a) filing fees for any forms required by state or federal
agencies; (b) transfer agent fees, including fees for printing of
stock certificates; © long distance telephone and facsimile
costs; (d) copying, mail and Federal Express or other express
delivery costs; (e) fees associated with obtaining or providing
Consultant with Client audited financial statements, and (f)
travel, lodging, transport, food, entertainment and general
expenses.
6. TIME
AND EFFORT OF CONSULTANT . Each
Consultant may allocate their time and that of Consultant Personnel
as it deems necessary to provide the Services. In the absence of
willful misfeasance, bad faith, or reckless disregard for the
obligations or duties of Consultant under this Agreement, neither
the Consultant nor Consultant Personnel shall be liable to Client
or any of its shareholders for any act or omission connected with
rendering the Services,
including but not limited to losses due to any
corporate act undertaken by Client as a result of advice provided
by the Consultant or Consultant Personnel.
7. BEST
EFFORTS - The Services are rendered to
Client on a reasonable best efforts basis, meaning that Consultant
can not, and does not, guarantee that its efforts will have any
impact on Client's business or that any subsequent financial
improvement will result from Consultant efforts and that Consultant
shall not be obligated to devote any specific number of hours or
days towards the performance of such services.
8. CLIENT'S REPRESENTATIONS - Client
represents, warrants and covenants to Consultant that each of the
following are true and complete as of the Effective
Date:
a. Entity
Existence . Client is a corporation duly
organized, validly existing, and in good standing under the laws of
the State of Nevada, with full authority to own, lease and operate
property and carry on business as it is now being conducted. Client
is duly qualified to do business in and is in good standing in
every jurisdiction where such qualification is
necessary.
b. Client Authority for
Agreement . Client has duly authorized
the execution and delivery of this Agreement and the consummation
of the transactions contemplated herein. Client has duly executed
and delivered this Agreement; it constitutes the valid and legally
binding obligation of Client enforceable according to its
terms.
c. Nature of
Representations . No representation or
warranty made by Client in this Agreement, nor any document or
information furnished or to be furnished by Client to the
Consultant in connection with this Agreement, contains or will
contain any untrue statement of material fact, or omits or will
omit to state any material fact necessary to make the statements
contained therein not misl
