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.
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2.
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SCOPE AND
DUTIES . During the term
of this Agreement, LIPO will perform the following services for
CLIENT:
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2.1
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DUTIES TO BE PERFORMED FOR
CLIENT
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CAPITAL
FORMATION
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1
st TIER]
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AMOUNT:
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$20,000,000
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EXEMPTION:
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PRIVATE
PLACEMENT PURSUANT TO REG. ‘D’ [505/506]
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TYPE:
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COMMON
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PRICE:
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UNITS
CONSISTING OF – 1 [ONE] $0.50 SHARE + 1 [ONE] $.85 WARRANT
[EXCERSIZEABLE WITHIN TWO YEARS OF THE DATE OF
SUBSCRIPTION]
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TERMS:
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ALL STOCK
ISSUED PURSUANT TO RULE 144
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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
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2
nd TIER]
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AMOUNT:
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$30,000,000
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EXEMPTION:
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PRIVATE
PLACEMENT PURSUANT TO REG. ‘D’ [505/506]
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TYPE:
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COMMON
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PRICE:
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UNITS
CONSISTING OF – 1 [ONE] $.70/ SHARE + 1 [ONE] $1.35 WARRANT
[EXCERSIZEABLE WITHIN TWO YEARS OF THE DATE OF
SUBSCRIPTION]
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TERMS:
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ALL STOCK
ISSUED PURSUANT TO RULE 144
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GENERAL FINANCIAL PUBLIC
RELATIONS SERVICES
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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.
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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.
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Strategic Planning and Partnering
Licensing Agreements and Marketing Promotions
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Review and rewrite [if necessary] of
Company issued press releases
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Assistance in distribution of
company news as appropriate and in concert with milestones and
newsworthy events [DOW, BLOOMBERG, REUTERS, ET. AL]
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Distribute CLIENT news and relevant
information to market makers, financial media, selected Internet
stock pages/threads and OTC analyst community
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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.
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Provide general financial public
relations support to CLIENT
RETAIL SUPPORT
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Facilitate introductions to
criteria-specific Broker-Dealers to assist in ‘retail’
support
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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
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Participate in
CLIENT due diligence presentation(s) to Broker-Dealers and Market
Makers
AUDIO WEBCAST SERVICES
[INTERNET ONLY]
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Feature Company in monthly Internet
Chat Webcasts
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Pre-announce all Webcasts and Video
Feature on company to Broker-Dealer, Market-Maker Database and
Opt-In database
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Archiving of Webcasts and interviews
to client website
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Announce interviews on all OTC and
Small/Micro Cap News and Message servers [press releases NOT
included]
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Conversion of all Webcasts and Video
Features on company and interviews to .wav,.mpg or applicable
format
SHAREHOLDER COMMUNIQUE
PRODUCTION
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Write, edit and graphically produce,
bind and in-house printing of 4-color ‘Shareholder
Communiqué’
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Conversion of ‘Shareholder
Communiqué’ to .pdf format [Adobe Acrobat]
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Archive ‘Shareholder
Communiqué’ on client website
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2.2
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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.
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2.3
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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.
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2.4
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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).
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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
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2.5
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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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