ALLIANCE AGREEMENT

 

Exhibit 10.4

 

 

 

 

                               ALLIANCE AGREEMENT

 

                                     BETWEEN

 

                                 QUICKFLOW, S.A.

 

                                       AND

 

                       SAHARA PETROLEUM EXPLORATION CORP.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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