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EXHIBIT 10.14
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") made to be effective as of
February 7,
2008 (the "Effective Date") by and between, RECLAMATION CONSULTING
AND
APPLICATIONS, INC., a Colorado corporation, ("RCAI") and DAN LANDAU
CORPORATION,
a California corporation, ("ADVISOR").
WHEREAS, ADVISOR is engaged in the business of general consulting
services and
has knowledge, expertise, and personnel to render the requisite
services to
RCAI;
WHEREAS, the President of ADVISOR holds various licenses and is
actively engaged
as a full time employee of a broker-dealer;
WHEREAS, the Services (defined below) to be performed under this
Consulting
Agreement shall: (i) not include any activity requiring a license,
(ii) not be
performed during trading hours of the principal securities
exchanges of the
United States, or (iii) not effect securities transactions for the
account of
others; and
WHEREAS, RCAI is desirous of retaining ADVISOR for the purpose of
obtaining the
Services so as to better, more fully, and more effectively deal
with the
business community.
NOW, THEREFORE, for good and valuable consideration, including
consideration of
the recitals, mutual covenants, and agreements contained herein, it
is agreed as
follows:
1.
ENGAGEMENT OF ADVISOR. RCAI herewith engages ADVISOR and ADVISOR
agrees
to
render to RCAI business consulting services (the "Services")
described
below.
(a)
The
Services to be provided by ADVISOR shall include, but are not
limited to, the evaluation of various business strategies and
the
recommendation of changes where appropriate, critical
evaluations
of RCAI's performance in view of its corporate planning and
business objectives, evaluations of upper management, and the
development, implementation and maintenance of a sound business
and financial advisory strategy which would include:
(i)
CORPORATE PLANNING (a) develop an in-depth familiarization
with the RCAI's business objectives and bring to its
attention potential or actual opportunities which meet
those objectives or logical extensions thereof, (b) alert
RCAI to new or emerging high potential forms of production
and distribution which could either be acquired or
developed internally, (c) review and recommend tactics to
secure strong vendor relationships, (d) review and
recommend tactics for aggressive product marketing
strategies, (e) comment on RCAI's corporate development
including such factors as position in competitive
environment, financial performances vs. competition,
strategies, operational viability, etc., and (f) identify
and review prospective suitable merger or acquisition
candidates for the RCAI, perform appropriate diligence
investigations with respect thereto, advise RCAI with
respect to the desirability of pursuing such candidates,
and advise RCAI in any negotiations that may ensue, but
ADVISOR shall not negotiate or structure any transactions
involving the offer, sale or purchase of securities; and
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(ii)
COORDINATION OF MARKETING EFFORTS (a) conduct a review of
RCAI's website, business card, power point presentation,
advertising, and marketing materials, (b) suggest and
assist with modifications, as necessary, (c) arrange
appropriate circuit for speaking opportunities with target
market, including speaking engagements to investors and
their advisors, (d) assist, as necessary, with industry and
company specific research reports, and (e) coordinate
direct mail campaigns to target markets and investor
segments.
(b)
The
Services shall under no circumstances include the following:
(i) Any
activities which could be deemed by the Securities and
Exchange Commission to constitute investment banking or any
other activities required by ADVISOR to be registered as a
broker-dealer under the Securities Act of 1934.
(ii) Any
activities which could be deemed to be in connection
with the offer or sale of securities in a capital-raising
transaction.
(c)
RCAI
acknowledges that ADVISOR will devote such time as is
reasonably necessary to perform the services for RCAI, having
due
regard for ADVISOR's commitments and obligations to other
businesses for which it performs consulting services.
(d)
ADVISOR
shall perform the Services to the best of its ability and
in accordance with the highest level of business and
professional
ethics.
(e)
ADVISOR
shall comply with all statutes, ordinances, and
regulations of all federal, state, county, and municipal or
local
governments, and of any and all of the departments and bureaus
thereof, applicable to the carrying on of its business and the
conduct of the performance of Services for the RCAI.
(f)
During the
term of this Agreement, RCAI may periodically request
written reports concerning ADVISOR's progress, project status
and
other matters pertaining to his performance of the Services,
and
ADVISOR shall promptly provide such reports to RCAI at no
additional charge beyond the compensation set forth in Section
2.
2.
COMPENSATION AND EXPENSE REIMBURSEMENT. RCAI shall compensate
ADVISOR for
the
Services rendered and reimburse expenses incurred by ADVISOR
reasonably necessary for rendering the Services, pursuant to the
terms
set
forth in Exhibit A, attached hereto and incorporated herein.
The
compensation provided in Exhibit A shall constitute full and
complete
compensation for the Services.
3.
REPRESENTATIONS AND WARRANTIES OF ADVISOR. ADVISOR hereby makes
the
following representations and warranties to the other party hereto
as
indicated below:
(a)
ADVISOR
has full capacity to enter into, execute and perform this
Agreement in accordance with its terms;
(b)
the
person(s) signing on behalf of ADVISOR is the duly authorized
representative of ADVISOR, with full power and authority to
enter
into and execute this Agreement on behalf of ADVISOR;
(c)
once so
executed, this Agreement shall be the valid and binding
Agreement of ADVISOR, enforceable against him by any court of
competent jurisdiction;
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(d)
ADVISOR is
not bound by or subject to any order, ruling, judgment,
contract, agreement or other arrangement which would prohibit
him
from entering into or performing this Agreement, or which
requires
the approval or consent of any third party in connection
therewith;
(e)
ADVISOR
shall comply with all statutes, ordinances, and
regulations of all federal, state, county, and municipal or
local
governments, and of any and all of the departments and bureaus
thereof, applicable to the carrying on of its business and the
conduct of the performance of Services for the RCAI;
(f)
ADVISOR
shall perform the Services to the best of its ability and
in accordance with the highest level of business and
professional
ethics.;
(g)
ADVISOR
possesses the necessary education, background and
experience to perform successfully all of the Services, and
there
is nothing which is not expressly called for in this Agreement
which ADVISOR shall require in order to complete the
performance
of such Services in the time allotted; and
(h)
with
respect to the any shares of RCAI stock, warrants for the
purchase of RCAI stock, and shares of RCAI stock underlying
such
warrants (collectively the "Securities") which may be received
by
ADVISOR as compensation hereunder:
(i)
ADVISOR is acquiring such Securities for its own account,
and not with a view toward the subdivision, resale,
distribution, or fractionalization thereof; ADVISOR has no
contract, undertaking, or arrangement with any person to
sell, transfer, or otherwise dispose of such Securities (or
any portion thereof hereby subscribed for), and has no
present intention to enter into any such contract,
undertaking, agreement or arrangement;
(ii) the receipt
of such Securities by ADVISOR is not the result
of any form of general solicitation or general advertising;
(iii) ADVISOR hereby
acknowledges that: (A) the offering of such
Securities was made only through direct, personal
communication between ADVISOR and RCAI; (B) ADVISOR has had
full access to material concerning RCAI's planned business
and operations, which
material was furnished or made
available to ADVISOR by officers or representatives of
RCAI; (C) RCAI has given ADVISOR the opportunity to ask any
questions and obtain all additional information desired in
order to verify or supplement the material so furnished;
and (D) ADVISOR understands and acknowledges that an
investor in the Securities must be prepared to bear the
economic risk of such investment for an indefinite period
because of: (I) the heightened nature of the risks
associated with an investment in RCAI due to its status as
a
development stage company; (II) illiquidity of such
Securities due to the fact that (1) such Securities have
not been
