Exhibit
10.7
CONSULTING
AGREEMENT
AGREEMENT,
dated as of the 1st
day of March, 2009 by and between Capital Path Securities, LLC
(“Consultant”), a limited liability company having its
business at 71 Somerset Road, Rocky Point, New York 11778, and
Element92 Resources Corp, (Symbol: ELRE.OB)
(“Company”), having its principal offices at 3510
Warren Ave Cheyenne, Wyoming 81001.
In consideration
of the mutual promises made herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledge, the parties hereto agree as follows:
1.
Purpose : The Company hereby engages Consultant on a
non-exclusive basis for the term specified in Paragraph 2 hereof to
render consulting advice to the Company as an investment banker
relating to financial and similar matters upon the terms and
conditions set forth herein.
2. Term
: Except as otherwise specified in Paragraph 4 hereof, this
Agreement shall be effective from the date of this Agreement for a
one year term. This Agreement shall automatically renew for
successive one-year periods unless terminated by either party 30
days prior to the end of the initial successive term, by written
notice as provided for herein.
3. Duties
of Consultant : During the term of this Agreement,
Consultant and Consultant’s affiliates shall provide the
Company with such regular and customary financial consulting advice
as is reasonably requested by the Company, provided that Consultant
shall not be required to undertake duties not reasonably within the
scope of this Agreement. It is understood and acknowledged by the
parties that the value of Consultant’s advice is not readily
quantifiable, and that although Consultant shall be obligated to
render the advice contemplated by this Agreement upon the
reasonable request of the Company, in good faith, Consultant shall
not be obligated to spend any specific amount of time in so doing.
Consultant’s duties may include, but will not necessarily be
limited to, providing recommendations concerning the following
matters.
(a) Rendering
advice with regard to any of the following corporate finance
matters:
(i)
changes in capitalization of the Company;
(ii)
changes in the Company’s corporate structure; and
(iii)
alternative uses of corporate assets;
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(b)
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In addition of the foregoing,
Consultant agrees to furnish advice to the Company if requested in
connection with (i) developing a network of traders making markets
in the Company’s securities (hereinafter referred to as
“Networking”), and (ii) presenting the Company to
broker dealers interested in retailing the Company’s
securities (hereinafter referred to as
“Retailing”).
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(c)
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Consultant shall also render
such other financial consulting and/or investment banking services
as may from time to time be agreed upon by Consultant and the
Company.
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4.
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Compensation
:
Company shall pay
Consultant a retainer of $20,000 for consideration under this
Agreement payable as follows:
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a.
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$5,000 upon the signing of this
agreement, which payment has been paid by the Company and duly
received by the Consultant;
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b.
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$5,000 upon the Company
attaining additional funding or income of $15,000. It is understood
that this additional funding or income is in no way tied to any
part of this agreement and will not be raised by Consultant or
through any manner of participation by Consultant;
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c.
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$10,000 upon the Company
attaining additional funding or income of $30,000. It is understood
that this additional funding or income is in no way tied to any
part of this agreement and will not be raised by Consultant or
through any manner of participation by Consultant.
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5.
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Consultant’s Opinions and
Advice :
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(a)
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The Company acknowledges that
all opinions and advice (written or oral) given by Consultant to
the Company in connection with Consultant’s engagement are
intended solely for the benefit and use of the Company in
considering the transaction to which they relate, and the Company
agrees that no person or entity other than the Company shall be
entitled to make use of or rely upon the advice of Consultant to be
given hereunder, and no such opinion or advice shall be used for
any manner or for any purpose, nor may the Company make any public
references to Consultant, or use the Consultant’s name in any
annual reports or any reports or releases of the Company, without
the Consultant’s prior written consent.
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(b)
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The Company acknowledges that
Consultant does make a market in the Company’s securities and
may or may not recommend or advise its clients to purchase the
Company’s securities
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