Exhibit 10.4
ALLIANCE AGREEMENT
BETWEEN
QUICKFLOW, S.A.
AND
SAHARA PETROLEUM EXPLORATION CORP.
<PAGE>
This ALLIANCE AGREEMENT ("the Agreement") made as of the 9th day
of March 2005
between Quickflow, S.A. ("QUICKFLOW") a Corporation
organized under the laws of
Spain with offices at Avda. Diagonal,
357, 2(degree)
08037-Barcelona Spain
and
Sahara Petroleum Exploration Corp., a subsidiary of
Global Environmental Energy
Corp, (NASDAQ OTC:BB GEECF) (SAHARA) PO Box N-8303 Nassau Bahamas, each
hereinafter a "PARTY" and collectively
referred to as "PARTIES."
PREAMBLE
A. QUICKFLOW is a Spanish
company that has developed a specific oil and
gas
exploration and
development opportunity in Africa.
B. SAHARA is an oil and gas
exploration and development company.
C. SAHARA is forming and
leading a consortium
hereinafter the "CONSORTIUM" to
develop
QUICKFLOW's oil and gas exploration and development opportunity in
Africa.
D. SAHARA is contracting for
the services of VETRA to assist SAHARA in forming
and operating the CONSORTIUM a copy of the
agreement between VETRA and
SAHARA will be
appended hereto.
WHEREAS
a). SAHARA hereby contracts with QUICKFLOW to
establish and lead the CONSORTIUM
and thereby provide for the development and
commercialization of the oil and gas
exploration and development opportunity in
Africa.
b). SAHARA hereby agrees to include in the
CONSORTIUM a suitable
oil and gas
production partner who is currently
producing at least
100,000 barrels of
oil
per day and whose qualification and
participation has been approved according to
the conditions mandated by QUICKFLOW to
QUICKFLOW's agent for this project.
c). QUICKFLOW and SAHARA have agreed to proceed on either of two
investment
models for the SAHARA led CONSORTIUM's
involvement:
i) QUICKFLOW will fund 100% of the oil and gas
exploration
and development
opportunity
and retain
80% of the equity in
same, with 20% of the
equity
passing to the
SAHARA led CONSORTIUM.
ii) The SAHARA led CONSORTIUM will
fund 100% of the oil and gas exploration and
development
opportunity
and attain 50% of the
equity in same, with 50% of
the equity
remaining with QUICKFLOW
d). QUICKFLOW hereby contracts with SAHARA to provide
all information,
maps,
data and contacts on the oil and gas
exploration and development opportunity in
Africa to SAHARA within 30 days of the date
of the acceptance by the oil company
of the conditions established in this agreement and
according to the conditions
mandated by QUICKFLOW to QUICKFLOW's agent
for this project.
e). This Alliance Agreement shall be deemed
to incorporate the provisions of and
appendices hereto as if set out in extenso,
and any subsequent appendix mutually
agreed to by the Parties in writing.
f). QUICKFLOW hereby grants SAHARA exclusivity to this oil and gas
exploration
and development opportunity in Africa for a period of 90 days from the
date
hereto for the purposes of establishing
this CONSORTIUM.
g). QUICKFLOW hereby agrees that any
suitable oil company notified to QUICKFLOW
by SAHARA and accepted by QUICKFLOW within the 90 day period is agreed
to have
been a SAHARA introduction and is thereby
bound by the terms of this agreement.
h). This Agreement is subject to approval
by Board of Directors of QUICKFLOW and
SAHARA. This Agreement may be modified
from time to time in whole or in part by
mutual consent in writing by both
Parties.
i). The parties agree that this Alliance
Agreement will form the basis of a to
be agreed upon Exploration and Production
agreement.
In consideration of the foregoing premises and subject to the terms
and
provisions set forth below and intending to
be legally bound, the
Parties agree
as follows:
1.0. PROJECT
DEFINED.
SAHARA shall
undertake the formation and management of the CONSORTIUM
pursuant to QUICKFLOW's guidelines for same. SAHARA's responsibilities shall
initially be as follows:
To establish and
manage the CONSORTIUM,
including agreeing financial terms
and conditions for the operation of same to allow for the exploration and
development of the oil and gas
opportunity,
2.0. APPENDICES
2.01.The
Parties have as of the date of this Agreement executed the
appendices.
2.02. The
appendices will provide generally terms as set out below.
2.03.QUICKFLOW
shall provide all
relevant information
required by SAHARA
so that SAHARA can successfully meet SAHARA's obligations under the
terms and conditions of this Agreement.
2.04.SAHARA
will contract with VETRA for expert advice, consultancy
services and potential equity participation. VETRA is an oil company
with a substantial
capacity to provide
technical assistance in all
areas of the energy business. (www.vetragroup.com).
2.05.SAHARA
will as of the
date of this
agreement elect the following
persons to the advisory board of SAHARA: Humberto Calderon Berti,
Karl
Mazeika with alternates, Alfredo Gruber, Iker Anzola.
3.0. Allocation of Costs.
Each
Party shall bear its own costs associated with preparation and
execution of this Agreement.
4.0. Compliance With Law
Each Party
hereby represents and warrants to the other that it and its
respective activities in connection
with the Agreement are
in accordance with
all applicable laws, regulations and other
requirements of all state and Federal
governmental authorities and all political
subdivisions and
agencies thereof,
and of any applicable foreign governmental authority and all political
subdivisions and agencies thereof. The Parties agree that this
agreement shall
be governed by and construed and enforced in accordance with the laws of the
Canton of Geneva, Switzerland.
5.0 Interference.
5.1 No Party will knowingly interfere
with any negotiation, arrangement or
prospective business
relationships then in process of being developed
by any Party.
Furthermore, no Party
will at any time during the term
of this Agreement and for a minimum of six (6) months after
termination enter into
any agreement or
arrangement
with any other
person or entity which would infringe upon the rights or the
interests
of any Party as provided for in this Agreement.
6.0. Duration
The Agreement
will become effective upon execution by the Parties and shall
continue in effect for five (5) years
(Primary Term) or until such time as
the
oil and gas opportunity is fully
commercialized.
7.0 Confidentiality
7.1. Each Party
shall keep in strict
confidence all financial, commercial
and technical
information
belonging to any Party or which was
developed by any Party relative to the opportunity (the
"Confidential
Information"). No
Party shall at any time disclose Confidential
Information to any third party. SA
