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EXHIBIT
10.1
SIAR CAPITAL,
LLC
660 MADISON
AVENUE
NEW YORK, NEW YORK
10021
CONSULTING
AGREEMENT
United Energy
Corporation
600 Meadowlands
Parkway
No.
20
Secaucus, New
Jersey 07094
Gentlemen:
This letter will confirm our agreement
(the
A Agreement
@ ) pursuant to which Siar
Capital, LLC (the
A Consultant
@ ), has been retained to
serve as a management consultant and advisor to United Energy
Corporation (the
A Company
@ ) for a period of five
years commencing on the date hereof unless extended by mutual
written consent of the parties hereto. The undersigned hereby
agrees to the following terms and conditions:
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Duties of Consultant.
The Consultant shall, at the request
of the Company, upon reasonable notice, render the following
services (the “Services”):
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introduce the
Company to prospective underwriters, auditors and legal
counsel.
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provide
financial guidance on issues of budgeting, compensation and
financial structure.
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(iii)
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assist the
Company in developing sources of financing.
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develop
together with the Company an investor relations program, including
the hiring of an investor relations firm.
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provide advice
and guidance regarding an employee option and warrant
program.
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provide advice
and guidance regarding prospective appointments to the Board of
Directors of the Company.
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2.
Compensation. As compensation for the services herein, the
Company shall pay to the Consultant an amount equal to two percent
of the annual increase in the market capitalization of the Company
during each twelve month period of the consulting term, as
determined by the average closing price for the thirty trading days
preceding the end of each such twelve month period as compared to
the higher of (i) the average closing price for the thirty trading
days preceding the end of the prior twelve month period (the
“Base Year”) and (ii) the highest average closing price
for the thirty trading days preceding the end of any prior Base
Year hereunder, except that the market capitalization at the
commencement of the consulting term shall be based on a price of
$.50 per share. Notwithstanding the foregoing, the compensation
payable to Siar shall be limited to a maximum aggregate increase in
market capitalization during the term hereof of $200 million. For
purposes of this Section, the average closing price shall be
determined by the volume-based weighted average for each relevant
thirty day period.
The foregoing
compensation shall be paid thirty days after the end of each twelve
month period during the consulting term, provided any such payment
shall be deferred in the event the Company at such time does not
have at least eight months fixed cost coverage, which deferment
shall continue until such time as such fixed cost coverage
requirement is satisfied. In the event that such deferral shall
continue for more than thirty days, the Company, at the option of
Siar, shall issue to Siar, in lieu of such annual payment, such
number of shares of Common Stock as shall equal such annual payment
amount divided by 75% of the average closing price for the thirty
trading days preceding the end of the corresponding Base Year. For
purposes of determining market capitalization, the average closing
price as provided herein shall be multiplied by the number of
shares of common stock issued and outstanding as of the end of each
12 month period during the term hereof.
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Expenses. The Company shall reimburse the Consultant for
all of its reasonable and pre-approved travel and othe
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