INDEPENDENT CONTRACTOR AGREEMENT
THIS
INDEPENDENT CONTRACTOR AGREEMENT
(this "Agreement"), is made and entered into on this 31st day
of July,
2007 (the "Effective Date"), by and between ONE WORLD ENERGY
CORPORATION, a Nevada corporation, and XXXXX XXXXX & SON, INC., a
Pennsylvania corporation. As used in this Agreement, the term “OWEC”
shall mean One World Energy Corporation, or an Applicable One World Affiliate
(as defined below), as the context requires. As used in this
Agreement, the term “Independent Contractor” shall mean Xxxxx Xxxxx & Son,
Inc., or an Applicable Xxxxx Affiliate (as defined below), as the context
requires.
WHEREAS,
OWEC and
Independent Contractor have entered into a Contract Mining Agreement, dated
as
of July 31st,
2007 (the “Nowrytown No.1 Agreement”), pursuant to which OWEC agreed to retain
Independent Contractor as the operator of the surface coal mining operation
and
related surface facilities located in Indiana County, Pennsylvania known as
the
“Nowrytown No.1 Mine”, and Independent Contractor agreed to perform the Work (as
defined therein), subject to the terms and conditions set forth therein;
and
WHEREAS,
OWEC and
Independent Contractor intend to enter into one or more additional contract
mining agreements (each, an “Additional Agreement”), pursuant to which
OWEC, or an affiliate of OWEC (the “Applicable One World Affiliate”), will
retain Independent Contractor, or an affiliate of Independent Contractor (the
“Applicable Xxxxx Affiliate”), as an operator of a surface coal mining operation
and related surface facilities (each, an “Additional Project”).
NOW,
THEREFORE, in
consideration of the strict and mutual performance and observance of the terms,
conditions, covenants, and agreements hereinafter set forth, and intending
to be
legally bound, OWEC and Independent Contractor agree as follows:
Section
1—Net Profit. Under any
Additional Agreement, Independent Contractor shall be entitled to forty percent
(40%) of the Net Profit (as defined in the Nowrytown No.1 Agreement), including
without limitation, expenses incurred under such Additional Agreement, debt
service expenses and royalties, attributable to the Additional Project, during
the term of such Additional Agreement.
Section
2—Operating Capital. Under
any Additional Agreement, OWEC shall provide all operating capital and furnish
all of the equipment, tools, machinery, parts, supplies and other items that
may
be required from time to time to perform to perform the Work relating to the
Additional Project as contemplated in the Additional Agreement. Under
any Additional Agreement, OWEC shall reimburse Independent Contractor all
reasonable expenses incurred by Independent Contractor related to the Additional
Project.
Section
3—Right of First
Refusal. Under any Additional Agreement, before OWEC engages any
other entity for any other coal mining project, Independent Contractor shall
have a right of first refusal to be engaged as the operator of such project
on
the same terms and conditions offered to such other entity. Independent
Contractor may exercise its right of first refusal within ten (10) days of
its
receipt of a written notice of such offer.
Section
5—Choice of
Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Pennsylvania.
Section
6—Headings. The
headings appearing in this Agreement are for convenience of reference only
and
shall not be construed as affecting in any way the meaning of the provisions
of
this Agreement.
Section
7—Modification. This Agreement shall not be modified, changed or
terminated, in whole or in part, except by written agreement, signed by all
parties hereto or their respective successors-in-interest.
Section
8—Counterparts. This Agreement may, for convenience, be executed in
several counterparts, each of which shall be deemed to be an original and all
of
which, taken together, shall constitute one Agreement.
IN
WITNESS WHEREOF,
the parties have caused their corporate names to be signed hereto
by their officers duly authorized.
ONE
WORLD ENERGY CORPORATION
/s/
Xxxxxx Xxxxxxxxxxx
By:
___________________________
Xxxxxx
Xxxxxxxxxxx, President
XXXXX
XXXXX & SON, INC.
/s/
Xxxxx Xxxxx
By:
___________________________
Xxxxx
Xxxxx, President