CONSULTING AGREEMENT
This Consulting Agreement (this “Agreement”) is made
and effective as of the 1st of February, 2008 (the “Effective
Date”), by and between KM Casey No1, LTD (hereinafter
referred to as “Consultant”) and ALL Fuels and Energy
Company (hereinafter referred to as “Company”).
WHEREAS, the Consultant is
hired to provide Business Advisory Services to the Company; and
WHEREAS, upon execution by
both parties, this Agreement will replace the previous agreement
executed on October 15th, 2007 however, any compensation earned
under the October 15th, 2007 agreement up through the date of this
Agreement will still be owed to the Consultant; and
WHEREAS, the Consultant is
willing to enter into an agreement with the Company upon the terms
and conditions herein set forth.
NOW, THEREFORE, in
consideration of the premises and covenants herein contained, the
parties hereto agree as follows:
1. Term. Subject to the
terms and conditions hereof, the term of engagement of the
Consultant under this Consulting Agreement shall be for the period
commencing on January 23, 2008 (the “Commencement
Date”) and terminating on July 22, 2008, unless sooner
terminated as provided in accordance with the provisions of Section
5 hereof. (Such term of this agreement is herein sometimes called
the “Retained Term”).
2. Consulting Duties. As of
the Commencement Date, the Company hereby agrees to retain the
Consultant to provide Business Advisory Services as may be
requested by the Company during the term hereof.
3. Compensation and Benefits During the Engagement Term.
1.
Reimbursement. The Company agrees to reimburse Consultant for all
reasonable ordinary and necessary business and travel related
expenses upon pre-approved authorization.
2.
Restricted Stock. The Consultant shall receive 500,000 shares of
the Company’s common stock upon execution of this agreement.
Such shares shall be deemed fully earned and are not tied to any
performance criteria during the entire term of the Agreement.
3. Fees.
The Company agrees to pay for any and all fees and expenses that
are incurred by the Consultant on the Company’s behalf. Such
expenses are to be paid upon the 5th day of being presented to the
Company by the Consultant.
4. Funding
Fee. The Consultant will receive 5% of the gross proceeds raised
pursuant to an introduction made by the Consultant. The Funding Fee
will be paid 1% in cash and 4% in the Company’s common stock
valued at the time of closing of each funding. The Company and
Consultant have agreed to a fee of 350,000 Warrants at a $0.10
exercise price for the introduction by the Consultant to Cornell /
YA Advisors subject to the closing of a funding by Cornell to the
Company.
All stock and warrants
issued pursuant to this Agreement will have
“piggy-back” registration rights. The Company shall not
withhold authorization to issue a legal opinion pursuant to Rule
144 for any reason. Such opinion is to be issued within 5 days of
the request by the Consultant. In the event the warrants are not
registered they will be deemed cashless and will be able to be
exercised pursuant to Rule 144.
4. Termination.
1.
Consultant's engagement under the Agreement may be terminated by
the Company for any reason.
2. Effects
of Termination. In the event that the Agreement is terminated by
the Company or upon expiration of the term of the Agreement,
neither the Consultant nor the Company shall have any further
obligations hereunder except for (a) obligations occurrin
| 
