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CONSULTING AGREEMENT

Consulting Services Agreement

CONSULTING AGREEMENT | Document Parties: La Jolla IPO Incorporated | Royalite Petroleum Co Inc You are currently viewing:
This Consulting Services Agreement involves

La Jolla IPO Incorporated | Royalite Petroleum Co Inc

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Title: CONSULTING AGREEMENT
Date: 9/18/2008

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CONSULTING AGREEMENT

This Agreement (the ““Agreement””) is dated September 8, 2008 and is entered into by and between Royalite Petroleum Co. Inc. (hereinafter referred to as ““CLIENT””) and La Jolla IPO Incorporated (hereinafter referred to as ““LIPO””).

1. CONDITIONS . This Agreement will not take effect, and LIPO will have no obligation to provide any service whatsoever, unless and until CLIENT returns a signed copy of this Agreement to LIPO (either by mail or facsimile copy). CLIENT shall be truthful with LIPO in regard to any relevant material regarding CLIENT, verbally or otherwise, or this entire Agreement will terminate and all monies paid shall be forfeited without further notice.

Agreed, CLIENTS INITIALS : ___ [initial] __________

Upon execution of this Agreement, CLIENT agrees to cooperate with LIPO in carrying out the purposes of this Agreement, keep LIPO informed of any developments of importance pertaining to CLIENT’s business and abide by this Agreement in its entirety.

2.

SCOPE AND DUTIES . During the term of this Agreement, LIPO will perform the following services for CLIENT:

 

 

2.1

DUTIES TO BE PERFORMED FOR CLIENT

 

 

CAPITAL FORMATION

 

1 st TIER]

 

 

 

AMOUNT:

$20,000,000

 

 

EXEMPTION:

PRIVATE PLACEMENT PURSUANT TO REG. ‘D’ [505/506]

 

 

TYPE:

COMMON

 

 

PRICE:

UNITS CONSISTING OF – 1 [ONE] $0.50 SHARE + 1 [ONE] $.85 WARRANT [EXCERSIZEABLE WITHIN TWO YEARS OF THE DATE OF SUBSCRIPTION]

 

 

TERMS:

ALL STOCK ISSUED PURSUANT TO RULE 144

7 4 8 6 L a Jo lla B lv d. Su ite 3 6 0
L a J o lla , Ca . 92 0 37
PH/ F AX : [ 8 5 8 ]2 7 0 -5 4 7 9
www. p u b lic s to ck a wa r ene s s .c o m


 

2 nd TIER]

 

 

 

AMOUNT:

$30,000,000

 

 

EXEMPTION:

PRIVATE PLACEMENT PURSUANT TO REG. ‘D’ [505/506]

 

 

TYPE:

COMMON

 

 

PRICE:

UNITS CONSISTING OF – 1 [ONE] $.70/ SHARE + 1 [ONE] $1.35 WARRANT [EXCERSIZEABLE WITHIN TWO YEARS OF THE DATE OF SUBSCRIPTION]

 

 

TERMS:

ALL STOCK ISSUED PURSUANT TO RULE 144

GENERAL FINANCIAL PUBLIC RELATIONS SERVICES

  • Local/National News – LIPO shal introduce CLIENT achievements and newsworthy events to news organization such as FOX, ABC, CBS and NBC.Additionally, LIPO shall contact the producers of television shows that may express interest regarding our client’s similarities to their particular theme.
  • A minimum of twenty-one Radio shows in a three month booking period. LIPO shall provide the training, and the expertise to better prepare CLIENT.
  • Strategic Planning and Partnering Licensing Agreements and Marketing Promotions
  • Review and rewrite [if necessary] of Company issued press releases
  • Assistance in distribution of company news as appropriate and in concert with milestones and newsworthy events [DOW, BLOOMBERG, REUTERS, ET. AL]
  • Distribute CLIENT news and relevant information to market makers, financial media, selected Internet stock pages/threads and OTC analyst community
  • News Print Dissemination - All newsworthy items and press releases will be delivered to fifty-five individuals associated with newspapers, magazines and other printed material. We possess valued relationships with major newspapers, magazines and other forms of printed advantages. Your newsworthy events or products and services, depending on uniqueness, are provided to these groups.
  • Provide general financial public relations support to CLIENT

RETAIL SUPPORT

  • Facilitate introductions to criteria-specific Broker-Dealers to assist in ‘retail’ support
  • Facilitate introductions to criteria-specific Market Makers to assist in ‘retail’ support

7 4 8 6 L a Jo lla B lv d. Su ite 3 6 0
L a J o lla , Ca . 92 0 37
PH/ F AX : [ 8 5 8 ]2 7 0 -5 4 7 9
www. p u b lic s to ck a wa r ene s s .c o m


  • Participate in CLIENT due diligence presentation(s) to Broker-Dealers and Market Makers

AUDIO WEBCAST SERVICES [INTERNET ONLY]

  • Feature Company in monthly Internet Chat Webcasts
  • Pre-announce all Webcasts and Video Feature on company to Broker-Dealer, Market-Maker Database and Opt-In database
  • Archiving of Webcasts and interviews to client website
  • Announce interviews on all OTC and Small/Micro Cap News and Message servers [press releases NOT included]
  • Conversion of all Webcasts and Video Features on company and interviews to .wav,.mpg or applicable format

SHAREHOLDER COMMUNIQUE PRODUCTION

  • Write, edit and graphically produce, bind and in-house printing of 4-color ‘Shareholder Communiqué’
  • Conversion of ‘Shareholder Communiqué’ to .pdf format [Adobe Acrobat]
  • Archive ‘Shareholder Communiqué’ on client website

 

2.2

Advice and Counsel . LIPO will provide advice and counsel regarding CLIENT’s strategic business and financial plans, strategy and negotiations with potential lenders/investors, joint venture, corporate partners and others involving financial and financially-related transactions.

 

 

 

 

2.3

Introductions to the Investment Community . LIPO has a familiarity or association with numerous broker/dealers and investment professionals across the country and will enable contact between CLIENT and/or CLIENT’s affiliate to facilitate business transactions among them. LIPO shall use its contacts in the brokerage community to assist CLIENT in establishing relationships with private equity capital sources (venture capital, etc.) and securities dealers while providing the most recent information about CLIENT to interested securities dealers on a regular and continuous basis. LIPO understands that this is in keeping with CLIENT's business objectives and plan to market CLIENT's business or project to the investment community.

 

 

 

 

2.4

CLIENT and/or CLIENT's Affiliate Transaction Due Diligence . LIPO will participate and assist CLIENT in the due diligence process on all proposed financial transactions affecting CLIENT of which LIPO is notified in writing in advance, including conducting investigation of and providing advice on the financial, valuation and stock price implications of the proposed transaction(s).

7 4 8 6 L a Jo lla B lv d. Su ite
3 6 0 L a J o lla , Ca . 92 0 37
PH/ F AX : [ 8 5 8 ]2 7 0 -5 4 7 9
www. p u b lic s to ck a wa r ene s s .c o m


 

 

2.5

Additional Duties . CLIENT and LIPO shall mutually agree upon any additional duties that LIPO may provide for compensation paid or payable by CLIENT under this Agreement. Although there is no requirement to


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