EXHIBIT 10.5
This ALLIANCE AGREEMENT ("the Agreement") made as of the 12th
day of June 2005
between Chasewood Consortium Ltd, S.A. ("CHASEWOOD CONSORTIUM LTD") a
Corporation organized under the laws of
Nigeria with offices at 206 Muri Okunola
Street Victoria Island, Lagos. and Sahara
Petroleum Exploration Corp., and Vetra
Group AAV 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. CHASEWOOD CONSORTIUM LTD is a Nigerian
Company that been granted authority
to Construct a
70,000 barrels per day refinery at Eket, Akwa Ibom State in
October 2004
B. SAHARA and Verta are
involved in both upstream and downstream oil and gas
exploration
and development company with the necessary experience to
complete this
project.
C. SAHARA is leading a
consortium
hereinafter
the "CONSORTIUM" to develop
CHASEWOOD
CONSORTIUM LTD's agreement with the government of Nigeria for
the
construction of
a refinery in Akwa Ibom State Nigeria Africa. hereto.
WHEREAS
a). SAHARA hereby agrees with CHASEWOOD to establish and lead the
CONSORTIUM and thereby provide for the
development and
commercialization of the
oil and gas refinery, opportunity in
Nigeria Aferica
b). SAHARA hereby agrees to include in the CONSORTIUM a suitable
engineering partners who has experience in refinery construction and whose
qualification and participation has been approved according to the conditions
mandated by CHASEWOOD
c). CHASEWOOD
and SAHARA have agreed to proceed on either of two investment
models for the SAHARA led CONSORTIUM's
involvement:
i) CHASEWOOD will fund 100% of
the refinery project 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
refinery project
and
retain a minimum of 70% of the equity in same, with 30% of the equity
remaining with CHASEWOOD.
iii) After
repayment of the loan the parties agree CHASEWOOD ownership
will
go to 70% and 30% to Sahara.
d). 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.
1
<PAGE>
e). CHASEWOOD hereby grants SAHARA exclusivity to the Akwa Ibom State
Refinery project opportunity in Nigeria,
Africa for a period of 90 days from the
date hereto for the purposes of
establishing and finalizing the CONSORTIUM.
f). CHASEWOOD hereby agrees that any suitable
company or finance
company
notified to CHASEWOOD by SAHARA and accepted by CHASEWOOD within the 90 day
period is agreed to have been a SAHARA
introduction and is
thereby bound by the
terms of this agreement.
g). This Agreement is subject to approval by Board of Directors of
CHASEWOOD and SAHARA. This Agreement may be modified
from time to time in whole
or in part by mutual consent in writing by
both Parties.
h). The parties
agree that this Alliance Agreement will form the basis of a
to be agreed upon 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 CHASEWOOD 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.
CHASEWOOD CONSORTIUM LTD 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 has
contracted
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 has elect the following persons to the advisory board of
SAHARA: Humberto Calderon Berti, Karl
Mazeika with alternates, Alfredo Gruber,
Iker Anzola.
2
<PAGE>
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
Commonwealth of the Bahamas.
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.
SAHARA
hereby agrees never to directly or indirectly disclose or use or even to
"tacitly imply", or assist anyone else in
disclosing or using such trade secrets
to any person or entity other than as
authorized by the
parties for a period of
five (5) years from the date hereof. SAHARA will not without
written consent
from CHASEWOOD divulge, disclose or make accessible to any per
