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EXHIBIT 10.15
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement"), is made and
entered into as of
this 30th day of June, 2007 by and between Bluestar Health,
Inc., a Colorado
corporation ("Bluestar" or the "Company") and ALO Investments,
LLC, a Texas
limited liability company ("ALO" or "Consultant").
RECITALS
WHEREAS, the Company wishes to engage the consulting services of
Consultant; and
WHEREAS, Consultant wishes to provide the Company with
consulting services.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the
parties hereto hereby agree as follows:
1. CONSULTING SERVICES
The Company hereby authorizes, appoints and engages the
Consultant, on a
non exclusive basis, and Consultant agrees to make available
Alfred L. Oglesby
or a comparable consultant designated by ALO and approved by
Bluestar, to
consult with the Company's officers and directors over the
twelve (12) months
following the month in which the closing of Bluestar's
acquisition of Zeon
Energy, Inc., occurs. The agreement shall automatically be
renewed subject to
Section (5) below, for an additional twelve (12) month period if
neither party
provides written notice of non-renewal to the other thirty (30)
or more days
prior to the anniversary of the Zeon closing. Consultant shall
provide
consulting services and advice on projects agreed to in writing
by the parties.
The Company may request Consultant to work on projects in the
following areas
(the "Consulting Services"):
(a) Provide counsel regarding mergers and acquisitions, business
operations
and restructurings;
(b) Assist in raising capital for the Company through the sale
of equity to
private or public sales, and assist in arranging debt funding
via secured or
unsecured borrowing, and
(c) Act as a liaison between the Company and lawyers and
accountants
concerning the Company's ongoing obligations as a reporting
company;
Throughout this Agreement, the term "Consultant" shall include
any and all
employees or independent contractors of Consultant that performs
services for
the Company.
2. TERM OF AGREEMENT
This Agreement shall be in full force and effect as of the
Closing of the
acquisition of Zeon by Bluestar and extend for a period of
twelve (12) months.
At the end of the twelve month term, this Agreement will
automatically renew
subject to Section (5) below, for additional twelve (12) month
periods with the
COMPANY paying CONSULTANT the same compensation as the initial
twelve (12) month
period unless this Agreement is terminated by COMPANY upon
thirty (30) days
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written notice before the end of any twelve (12) month period or
earlier
pursuant to the termination rights contained in Section 4.
3. COMPENSATION TO CONSULTANT
(a) The Consultant's compensation for the Consulting Services
shall be
$15,000 per month, plus reasonable expenses. The fee shall be
paid in cash at
the end of each month or may be accrued and payment deferred for
up to three
months at a time if the Company's board of directors determines
that the Company
would experience cash shortfalls if payment were made.
Consultant may elect to
defer payment of monthly fees and to take payment in the form of
shares of
common stock (the "Shares") of the Company at a discount equal
to 25% from the
market price on the last day of each month. The Shares shall be
registered by
the Company
(b) Company shall pay Consultant fees for the successful
completion of
capital raising actions directly resulting from Consultants
efforts and not from
other third party agents in the following amounts: (i) for any
transaction
raising capital through the sale of capital stock a fee equal to
ten percent
(10%) of the net of net available proceeds to the Company after
other fees,
underwriting, legal and other costs are deducted; (ii) for any
transaction
directly resulting from Consultants efforts and not from other
third party
agents raising debt funds through a term loan whose principle
repayment period
is five (5) years or longer a fee equal to six percent (6%) of
the net of net
available proceeds to the Company after other fees,
underwriting, legal and
other costs are deducted and (iii) a fee equal to two percent
(2%) of the total
credit line available from any borrowing directly resulting from
Consultants
efforts and not from other third party agents which has a net
annualized
borrowing cost equal to ten point one percent (10.1%) or greater
and increasing
to a fee equal to five percent (5%) of the total credit line
available from any
borrowing which has a net annualized borrowing cost equal to ten
percent (10%)
or less.
(c) Company shall be given a credit against any capital raising
or funding
transaction fees for all monthly consulting fees earned by
Consultant up to the
closing of each capital raising transaction not already taken
into consideration
under previously closed transactions.
(d) Company agrees that should Consultant successfully arrange
a
transaction described in 3(b) above prior to the Closing of the
acquisition of
Zeon by Bluestar, Company shall pay Consultant a fee for such
transaction
according to the terms set out in 3(b) above.
Consultant understands that NO DEDUCTION FOR FEDERAL, STATE OR
OTHER
GOVERNMENTAL SUBDIVISION TAXES OR CHARGES OF ANY TYPE WILL BE
MADE FROM THE
AMOUNT DUE CONSULTANT UNDER THE TERMS OF THIS AGREEMENT.
CONSULTANT FULLY AND
COMPLETELY UNDERSTANDS THAT IT IS SOLELY AND TOTALLY RESPONSIBLE
FOR THE PAYMENT
OF ALL SUCH TAXES OR CHARGES. At the end of the calendar year,
Consultant shall
receive a Form 1099 notifying the Internal Revenue Service of
all compensation
paid to Consultant by the Company.
4. CONFIDENTIALITY
Consultant will maintain in confidence and will not, directly or
indirectly,
disclose or use, either during or after the term of this
Agreement, any
proprietary information or confidential information or know-how
belonging to the
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Company, whether or not it is in written or permanent form,
except to the ext
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