CONSULTING AGREEMENT
This Consulting Agreement (this “Agreement”) is made
and effective as of the 23rd of January, 2008 (the “Effective
Date”), by and between Danny Chan (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, 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.
All stock 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.
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 occurring prior to
the date of termination, and (b) obligations, promises or covenants
contained herein which are expressly made to extend beyond the term
of the Agreement.
3.
Notwithstanding the above, all compensation under Section 3.b is
deemed fully earned upon the execution of this Agreement and is not
subject to any conditions from the termination of this Agreement in
any manner.
5. Arbitration. If a dispute
should arise regarding this Agreement, all claims, disputes,
controversies, differences or other matters in question arising out
of this relati
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