November 30, 2007
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the
“Agreement”) is made and entered into effective the
27th day of November, 2007 by and between CRG Partners, Inc. (the
“Consultant”), whose principal place of business is 356
Middle Country Road, Suite 302, Coram, NY 11727 and Royalite
Petroleum Company Inc. (the “Client”), whose principal
place of business is 810 Peace Portal Drive, Blaine, WA 98230.
WHEREAS , Consultant is in the business
of providing services for management consulting, business advisory,
shareholder information and public relations; and
WHEREAS , the Client deems it to be in
its best interest to retain Consultant to render to the Client such
services as may be needed; and
WHEREAS , Consultant is ready, willing
and able to render such consulting and advisory services to
Client.
NOW THEREFORE , in consideration of the
mutual promises and covenants set forth in this Agreement, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Consulting Services . The client
hereby retains the Consultant as an independent Consultant to the
Client and the Consultant hereby accepts and agrees to such
retention. The services provided by the Consultant are: Disseminate
an Overview Report on the Client Company by means of "Targeted"
E-Mail and conduct a marketing campaign to new investors by posting
the Overview Report and a company Profile on the TheSubway.com
website and at the Consultant’s discretion, publicize news
released by the Client Company.
It is acknowledged and agreed by the Client that
Consultant carries no professional licenses, and is not rendering
legal advice or performing accounting services, nor acting as an
investment advisor or brokerage/dealer within the meaning of the
applicable state and federal securities laws. The services of the
Consultant shall not be Exclusive nor shall the Consultant be
required to render any specific number of hours or assign specific
personnel to the Client or its projects.
2. Independent Contractor . The
Consultant agrees to perform its consulting duties hereto as an
independent contractor. Nothing contained herein shall be
considered to as creating an employer-employee relationship between
the parties to this Agreement. The Client shall not make social
security, worker’s compensation or unemployment insurance
payments on behalf of Consultant. The parties hereto acknowledge
and agree that the Consultant cannot guarantee the results or
effectiveness of any of the services rendered or to be rendered by
the Consultant. Rather, the Consultant will use its best efforts
and does not promise results.
3. Services . All services to be
performed by the Consultant under this Agreement shall be in
accordance with all applicable securities and other laws. The
Consultant shall not engage in spamming or other manipulative
practices.
4. Written Approval . All information
distributed or published by the Consultant under this Agreement
shall be approved in writing by the Client prior to its
distribution or publication.
5. Time, Place and Manner of Performance
. The Consultant shall be available for advice and counsel to the
officers and directors of the Client as such reasonable and
convenient times and places as may be mutually agreed upon. Except
as aforesaid, the time, place and manner of performance of the
services hereunder, including the amount of time to be allocated by
the Consultant to any specific service, shall be determined at the
sole discretion of the Consultant.
6. Term of Agreement . The term of this
Agreement shall be six months, commencing on the date of this
Agreement, subject to prior termination as hereinafter
provided.
7. Compensation . In providing the
foregoing services, the Consultant shall be responsible for all
costs incurred except the Client will be responsible for mailing
out due diligence requests. The Client shall pay
1
the Consultant for its services hereunder one
hundred thousand (100,000) shares (the “Shares”) of the
Client’s restricted common stock to the Consultant upon
signing of this Agreement.
The Consultant acknowledges and agrees that all
certificates representing the Shares sold pursuant to this Offering
will be “restricted securities”, as contemplated under
the Securities Act of 1933 (the “Securities Act”), and
will be endorsed with the following legend:
“ THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE “SECURITIES ACT"), AND HAVE BEEN ISSUED IN RELIANCE
UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER
THE APPLICABLE PROVISIONS OF THE SECURITIES ACT OR ARE EXEMPT FROM
SUCH REGISTRATION. ”
8. Consultant Representations and
Warranties . The Consultant understands that the Shares it is
acquiring are characterized as "restricted securities" under the
federal securities laws inasmuch as they are being acquired from
the Client in a transaction not involving a public offering and
that under such laws and applicable regulations such securities may
be resold without registration under the Securities Act only in
certain limited circumstances. In this connection, the Consultant
represents that it is familiar with SEC Rule 144, as presently in
effect, and understands the resale limitations imposed thereby and
by the Securities Act. The Consultant represents that the
Consultant is an accredited investor as defined in Rule 501 of
Regulation D promulgated under the Securities Act. The Consultant
represents that it is acquiring the Shares for its own account for
investment purposes only and not with a view towards resale. The
Consultant further represents that it has access to all necessary
information to make its investment decision and has experience in
investment in speculative securities.
9. Client’s Representations . The
Client represents that it is in compliance with all applicable
Securities and Exchange Commission reporting and accounting
requirements and all applicable requirements of the NASD or any
stock exchange. The Client further represents that it has not been
and is not the subject of any enforcement proceeding or injunction
by the Securities and Exchange Commission or any state securities
agency.
10. Termination .
(a) The Consultant’s relationship with the
Client hereunder may be terminated for any reason whatsoever, at
any time, by either party, upon thirty (30) days written prior
notice, of which such written notice may not be issued by either
party until after Consultant has posted the first Overview Report
per Sec 16.
(b) This Agreement may be terminated by either
party
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