Exhibit 10.2
COOPERATION
AGREEMENT
Dated: 23 March 2009
Between: Indian Farmers Fertilizer Cooperative Limited ("IFFCO")
and
We Sell For U Corp ("WSFU")
and
Xxxxxx Xxxxx Xxxxxxx ("JIG")
Preamble
a. IFFCO is India's largest farmers co-operative having around 40,000
cooperatives as its shareholders in India, primarily engaged in production
and marketing of fertilizers in India. IFFCO has the requisite distribution
network and assets to support these activities.
b. IFFCO's distribution network is associated with, and in some cases IFFCO
has agreed to associate its network with, reaching products other than
fertilisers, including some alternate energy products (the "Existing Energy
Products" or "EEP"), to the Indian rural markets.
c. WSFU is a listed US company, having its Principal Office at Xxxxx 0, 000 Xx
Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 0000 Xxxxxxxxx, developing commercial
projects in the energy and mining sectors.
d. JIG is the President, CEO and major shareholder of WSFU. JIG owns
82,800,000 shares, which were acquired at a cost of USD311,458. JIGs shares
represent 82,800,000 out of the total issued and outstanding shares of
86,400,000 of WSFU.
e. WSFU is looking to develop and commercialize alternate energy sources,
distribution methods and other commercial projects, other than those
relating to EEP, to cater for the needs of the India market
f. IFFCO and WSFU have agreed to work together to explore the commercial
viability of generating and/or distributing alternate energy to Indian
market.
Terms of Agreement
1. WSFU undertakes to fund any and all investigations and/or
developmental activities, pertaining to a pilot study for the
assessment and procurement of energy generating sources and/or
distribution methods other than those relating to EEP, that may be
applicable for the Indian market (the "Pilot"). IFFCO shall disclose a
list of EEPs before the start of the Pilot.
2. IFFCO undertakes to facilitate WSFU during its investigation
and/or developmental phase, including introductions to relevant
Government and Licensing Authorities; access to IFFCO's internal
resources and/or the like, use of land and/or other resources
associated with a the Pilot study, at mutually agreed terms, so as to
enable WSFU the ability to assess the economic viability of WSFU's
energy project. WSFU undertakes to share with IFFCO the outcome of
this Pilot study.
3. In the event that IFFCO and WSFU elect to proceed to the
commercialization of WSFU's energy generating and/or distributing
activities, other than those relating to EEP, based on the
Pre-feasibilty Report to be prepared after the Pilot study, WSFU and
IFFCO shall be exclusive energy partners for such activities and shall
enter into a detailed partnership agreement (the "Partnership
Agreement").
4. In consideration for the access, facilitation and rights granted
by IFFCO to WSFU, JIG grants to IFFCO either
a. an option to purchase up to 50% of his shares in WSFU
(41,400,000 shares), for a consideration of USD155,729 (USD
0.00376 per share). The option shall have a life of two years
from the date of the Partnership Agreement. IFFCO shall exercise
this option after a detailed due diligence on WSFU; or
b. In case after the due diligence IFFCO does not find the
options to be attractive, the right to set up a new joint venture
company between IFFCO and JIG/WSFU, to pursue the Project with
equal shareholding.
5. The parties may by mutual agreement extend the terms covered by
this agreement to include those relating to other commercial
opportunities developed and to be pursued between them.
6. The parties intend to be bound by the terms of this Agreement for
a period of 24 months or till the date of the Partnership Agreement,
whichever is earlier. The parties may by mutual consent extend the
period of this Agreement.
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SIGNED for and on behalf of
Indian Farmers Fertilizer Cooperative Limited
_______________________________
Signature
_______________________________
Name
_______________________________
Title
SIGNED for and on behalf of
We Sell For U Corp.
_______________________________
Signature
X X Xxxxxxx
Name
President and CEO
Title
SIGNED for and on behalf of
Xxxxxx X. Xxxxxxx
_______________________________
Signature
X X Xxxxxxx
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