SIAR CAPITAL, LLC NEW YORK, NEW YORK 10021 CONSULTING AGREEMENT
EXHIBIT
10.1
SIAR
CAPITAL, LLC
000
XXXXXXX XXXXXX
XXX
XXXX, XXX XXXX 00000
June
27,
2008
United
Energy Corporation
000
Xxxxxxxxxxx Xxxxxxx
Xx.
00
Xxxxxxxx,
Xxx Xxxxxx 00000
Gentlemen:
This
letter will confirm our agreement (the AAgreement@)
pursuant to which Siar Capital, LLC (the AConsultant@),
has
been retained to serve as a management consultant and advisor to United Energy
Corporation (the ACompany@)
for a
period of five years commencing on the date hereof unless extended by mutual
written consent of the parties hereto. The undersigned hereby agrees to the
following terms and conditions:
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1.
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Duties
of Consultant.
The Consultant shall, at the request of the Company, upon reasonable
notice, render the following services (the
“Services”):
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(i)
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introduce
the Company to prospective underwriters, auditors and legal
counsel.
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(ii)
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provide
financial guidance on issues of budgeting, compensation and financial
structure.
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| (iii) | assist the Company in developing sources of financing. |
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(iv)
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develop
together with the Company an investor relations program, including
the
hiring of an investor relations
firm.
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(v)
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provide
advice and guidance regarding an employee option and warrant
program.
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(vi)
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provide
advice and guidance regarding prospective appointments to the Board
of
Directors of the Company.
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2. Compensation.
As
compensation for the services herein, the Company shall pay to the Consultant
an
amount equal to two percent of the annual increase in the market capitalization
of the Company during each twelve month period of the consulting term, as
determined by the average closing price for the thirty trading days preceding
the end of each such twelve month period as compared to the higher of (i) the
average closing price for the thirty trading days preceding the end of the
prior
twelve month period (the “Base Year”) and (ii) the highest average closing price
for the thirty trading days preceding the end of any prior Base Year hereunder,
except that the market capitalization at the commencement of the consulting
term
shall be based on a price of $.50 per share. Notwithstanding the foregoing,
the
compensation payable to Siar shall be limited to a maximum aggregate increase
in
market capitalization during the term hereof of $200 million. For purposes
of
this Section, the average closing price shall be determined by the volume-based
weighted average for each relevant thirty day period.
The
foregoing compensation shall be paid thirty days after the end of each twelve
month period during the consulting term, provided any such payment shall be
deferred in the event the Company at such time does not have at least eight
months fixed cost coverage, which deferment shall continue until such time
as
such fixed cost coverage requirement is satisfied. In the event that such
deferral shall continue for more than thirty days, the Company, at the option
of
Siar, shall issue to Siar, in lieu of such annual payment, such number of shares
of Common Stock as shall equal such annual payment amount divided by 75% of
the
average closing price for the thirty trading days preceding the end of the
corresponding Base Year. For purposes of determining market capitalization,
the
average closing price as provided herein shall be multiplied by the number
of
shares of common stock issued and outstanding as of the end of each 12 month
period during the term hereof.
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3.
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Expenses.
The Company shall reimburse the Consultant for all of its reasonable
and
pre-approved travel and other out-of-pocket expenses incurred in
connection with its engagement
hereunder.
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4.
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Relationship.
Nothing herein shall constitute Consultant as an employee or
agent
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of
the
Company and the Consultant shall not have the authority to obligate or commit
or
bind the Company in any manner whatsoever.
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5.
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Confidentiality.
Except in the course of the performance of its duties hereunder,
Consultant agrees that it shall not disclose any trade secrets, know-how,
or other proprietary information not in the public domain learned
as a
result of Consultant=s
services to the Company unless and until such information become
generally
known or unless compelled to do so pursuant to subpoena or court
order.
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6.
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Information.
The Company recognizes and confirms that the Consultant will be using
information provided by or on behalf of the Company in connection
with the
performance of its duties under this Agreement, and that the Consultant
does not assume any responsibility for and may rely upon, without
independent verification, the accuracy and completeness of any such
information. The Company hereby warrants that any information relating
to
the Company that is furnished to the Consultant by or on behalf of
the
Company will be fair, accurate and complete and will not contain
any
material omissions or misstatements of
fact.
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7.
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Indemnity.
The Company shall indemnify the Consultant from liability it may
incur in
connection with the performance of its duties hereunder to the extent
that
such liability is a result of false information provided to the Consultant
by the Company or breach by the Company of this
Agreement.
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8.
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Assignment.
The
Agreement shall not be assignable by any party (except to successors
to
all or substantially all of the business of either party) for any
reason
whatsoever without the prior written consent of the other party,
which
consent may be arbitrarily withheld by the party whose consent is
required.
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9.
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Governing
Law; Submission to Jurisdiction.
This Agreement shall be deemed to be a contract made under the laws
of the
State of New York and for all purposes shall be construed in accordance
with the laws of said State. The Company and Consultant hereby irrevocably
and unconditionally consent to submit to the exclusive jurisdiction
of the
courts of the State of New York and of the United States of America
located in the State of New York, City of New York, for any actions,
suits
or proceedings arising out of or relating to this letter and the
transactions contemplated hereby (and agree not to commence any actions,
suite or proceeding relating thereto except in such courts), and
further
agree that service of process for any a action, suit or proceeding
brought
against the Company or the Consultant, as the case may be, in any
such
court. The Company and Consultant also hereby irrevocably and
unconditionally waive any objection to the laying of venue of any
action,
suit or proceeding arising out of this letter or the transactions
contemplated hereby, in the courts of the State of New York or the
United
States of America located in the State of New York, County of New
York and
hereby further irrevocably and unconditionally waive, and agree not
to
plead a claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient
forum.
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10. Termination. The
Company shall have the right to terminate this Agreement in the event that
(i)
the services of the Consultant by its principal, Xxxx Xxxxxx, shall be
discontinued due to any reason during the terms hereof; and/or (ii) the
Consultant, together with affiliates of the Consultant, shall cease to be the
beneficial owner of at least one-third of the number of shares of common stock
of the Company presently owned by such parties.
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11.
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Miscellaneous.
This letter (a) incorporates the entire understanding of the
parties
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with
respect to the subject matter hereof and supersedes all previous agreements
should they exist with respect thereto, whether written or oral, (b) may not
be
amended, modified or waived except in a writing executed by the Company and
the
Consultant and their respective successors and assigns. This letter may
be executed
in any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed
to be
an original for all purposes, but all such counterparts together shall
constitute but one and the same instrument. Delivery of an executed counterpart
of this letter by facsimile shall be equally effective as delivery of an
executed original counterpart of this letter.
Please
confirm that the foregoing is in accordance with your understanding and
agreement with the Consultant by signing and returning to us a copy of this
letter, which shall become our binding agreement upon our receipt.
We
are
delighted to accept this engagement and look forward to working with you on
this
assignment.
Very
truly yours,
| Siar Capital, LLC | ||
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| By: | /s/ Xxxx Xxxxxx | |
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Name:
Title:
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Agreed
and accepted as of
the
date first above written:
United Energy Corporation
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| /s/ Xxxxxx Xxxxx | |||
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Name: Xxxxxx Xxxxx
Title:
President
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