ex101.htm


    Exhibit 10.1

     

    Consulting
Agreement

     

    This
consulting agreement (the “Agreement”), entered
into on October 26, 2009 and effective as of the Effective Date (as defined in
Section 1), is made by and between Longwei Petroleum Investment Holding Limited,
a Colorado corporation (together with any successor thereto, the “Company”), and James
Crane, an independent provider of services (the “Contractor”).

     

    RECITALS

     

    A.           The
Company desires to assure itself of the services of the Contractor, as an
independent contractor, by engaging the Contractor to perform services under the
terms hereof.

     

    B.           The
Contractor desires to provide services to the Company, as an independent
contractor, on the terms herein provided.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements set forth below the parties hereto agree as follows:

     

    1. Certain
Definitions.

     

    (a) “Board” shall mean the
Board of Directors of the Company.

     

    (b) “Company” shall,
except as otherwise provided in Section 6(f), have the meaning set forth in the
preamble hereto.

     

    (c) “Contractor” shall
have the meaning set forth in the preamble hereto.

     

    (d) “Date of Termination”
shall mean the date indicated in the Notice of Termination or the date specified
by the Company pursuant to Section 4(b), whichever is earlier.

     

    (e) “Effective Date” shall
mean October 1, 2009, the date Contractor’s consulting with the Company will be
deemed to commence hereunder, and in accordance with the Agreement.

     

    (f) “Notice of
Termination” shall have the meaning set forth in
Section 4(b).

     

    (g) “Prior Stock Award”
shall mean the stock certificate for 25,000 previously awarded under the terms
of a contract between the Contractor and the Company dated June 30,
2009.

     

    (h) “Term” shall have the
meaning set forth in Section 2(b).

     

    (i) “SEC” shall mean the
United States Securities and Exchange Commission.

     

    (j) “Registration Rights”
shall mean that the Contractor shall have piggyback registration rights such
that all shares of common stock issued under the Stock Award are to be included
in any and all registration statement(s) filed by the Company until a
registration statement is deemed effective by the United States Securities and
Exchange Commission ("SEC") subsequent to the Effective Date.

     

    
      
        
        

      

      
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    2. Consulting.

     

    (a) In
General.  The Company shall engage the Contractor and the
Contractor shall perform services on behalf of the Company upon the other terms
and conditions herein provided.

     

    (b) Term of
Agreement.  The initial term under this Agreement (the “Initial Term”) shall
be for the period beginning on the Effective Date and ending on the twelve month
anniversary thereof, unless earlier terminated as provided in Section
4.

     

    (c) Position and
Duties.  During the Term, the Contractor shall provide services
to the Company as defined in Exhibit A to the Agreement.  The
Contractor will be subject to direction of the Board; shall report directly to
the Board; and agrees to observe and comply with the Company’s rules and
policies as adopted by the Company from time to time.

     

    3. Compensation
and Related Matters.

     

    (a) Cash.           The
Contractor will agree to provide services to the Company on a monthly basis as
outlined in Exhibit A.  The Contractor will receive a monthly retainer
for 68,000 Yuan in exchange for services provided to the Company each month
within the term of the Agreement, payable by the first day of each
month.

     

    (b) Vested Stock
Award.  On the date first written above, the Company and the
Contractor agreed that the Contractor should receive a stock award of 25,000
shares of the Company’s common stock (the “Vested Stock Award”).  Such
shares of common stock are issued as compensation for services rendered in
connection with the Company’s recent fundraising efforts and additional
accounting and finance tasks undertaken and completed by the Contractor in
October, 2009.

     

    (c) Stock
Award.  On the date first written above, the Company and the
Contractor agreed that the Contractor should receive a stock award of 75,000
shares of the Company’s common stock (the “Stock Award”).  Such shares
of common stock are issued as compensation for services to be rendered by the
Contractor over the Term of the Agreement.

     

    (d) Vesting. The Stock
Award will be vested according to the following timeline:

     

    
      	
              1.)  

            	
              75,000
      shares of the Company's common stock shall vest on a pro rata basis over
      the twelve months subsequent to the Effective
  Date.

            


    

     

    (e) Registration Rights.
All shares of the Company's common stock issued under the Prior Stock Award,
Vested Stock Award and Stock Award, respectively, shall hereby contain
Registration Rights as defined herein such that the Company will include all
shares issued under the Prior Stock Award, Vested Stock Award and Stock Award in
any and all registration statements filed subsequent to the Effective Date until
a registration statement is deemed effective by the SEC.  At all
times, it is intended that the Contractor is compensated as a contractor under
the applicable rules and regulations of the Internal Revenue Service and the
State of New York in effect during the Term.

     

    (f) Expenses.  The
Company shall reimburse the Contractor for all reasonable travel and other
business expenses incurred by him in the performance of his duties to the
Company in accordance with the Company’s applicable expense reimbursement
policies and procedures.  The travel needs to be approved by the
Company in advance.

     

    
      
        
        

      

      
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    4. Termination.

     

    (a) The
Contractor’s consulting hereunder will be reviewed by the Company at the end of
each quarterly SEC reporting period, upon which the Company will have the right
to terminate this Agreement any day during the first 7 days following the end of
a quarterly reporting period.  The Contractor may terminate this
Agreement only upon prior approval from the Company.

     

    (b) Notice of
Termination.  Any termination of the Agreement by the Company
or by the Contractor under this Section 4 shall be effective at least 30 days
following the date of such notice (a “Notice of
Termination”).  However, the termination of the Agreement by
the Company under this Section 4 shall be effective at least 30 days following
the date of such notice, for purposes of determining the pro-rata portion of the
Stock Award to be earned by the Contractor.

     

    (c) Termination due to Death or
Disability.  If the Agreement is terminated by reason of the
Contractor's death or Disability, then the Contractor or, as applicable, his
estate or other legal representative, shall be entitled to receive the amounts
described in Section 4(b), if the Contractor, or his legal representative,
executes and does not thereafter revoke, a General Release in a form acceptable
to the Company.

     

    5. Governing
Law.  This Agreement shall be governed, construed, interpreted
and enforced in accordance with the substantive laws of the State of New
York.

     

    6. Entire
Agreement.  The terms of this Agreement are intended by the
parties to be the final expression of their agreement with respect to the
Consulting of the Contractor by the Company and may not be contradicted by
evidence of any prior or contemporaneous agreement.  This Agreement
(together with any other agreements and instruments contemplated hereby or
referred to herein) shall supersede all undertakings or agreements, whether
written or oral, previously entered into by the Contractor and the Company or
any predecessor thereto or affiliate thereof with respect to the Consulting of
the Contractor by the Company.  The parties further intend that this
Agreement shall constitute the complete and exclusive statement of its terms and
that no extrinsic evidence whatsoever may be introduced in any judicial,
administrative, or other legal proceeding to vary the terms of this
Agreement.

     

    7. Assets.
Section 3(a) and Section 3(c) as
outlined above will be subject to adjustment should the Company’s total assets
increase by over 50% from one SEC three month reporting period to another where
Form 10-Q or Form 10-K is required to be filed, or if the Company acquires,
merges with or enters into a joint venture with a business entity or acquires
assets that require an audit under SEC Regulation 3-14, or if and when the
Company’s Board determines it will undertake a Form S-1 or Form 10 registration
statement filing other than the Form S-1 filing that is currently being
contemplated in connection with the investment banking agreement entered into
with National Securities on October 15, 2009.

     

    8. Construction.  This
Agreement shall be deemed drafted equally by both the parties. Its language
shall be construed as a whole and according to its fair meaning.  Any
presumption or principle that the language is to be construed against any party
shall not apply.  The headings in this Agreement are only for
convenience and are not intended to affect construction or
interpretation.  Any references to paragraphs, subparagraphs, sections
or subsections are to those parts of this Agreement, unless the context clearly
indicates to the contrary.

     

     

    
      
        
        

      

      
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    9. Survival.  The
expiration or termination of the Term shall not impair the rights or obligations
of any party hereto, which shall have accrued prior to such expiration or
termination and shall remain in force for a period of five years after
termination.

     

    10. Stock
Certificate.  The common stock certificate to be issued in
accordance with Section 3 shall be delivered as follows:

     

    (a) A stock
certificate for 100,000 shares of the Company's common stock shall be delivered
in the following name and at the following address as follows:

     

    


    
      	
              Name
      & Address

            	
              No.
      of Shares

            
	
              J
      Crane & Company, Limited

              B-1108
      TYG Center, C2

              Dongsanhuanbeilu,

              Chaoyang
      District, Beijing 100027

              People’s
      Republic of China

            	
              100,000

            
	
              Total

            	
              100,000

            


    

    


     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties have executed this Agreement on the date and year
first above written.

     

    
      	 
      	
              LONGWEI
      PETROLEUM INVESTMENT HOLDING LIMITED:

               

              ____________________________________

              By:     Cai
      Yongjun

              Title:  Chief
      Executive Officer

               

            
	 
      	 
      
	 
      	
              CONTRACTOR:

               

              ____________________________________

              By:    James
      Crane

               

            
	 
      	 
      
	 
      	 
      


    

     

     

    
      
        
        

      

      
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    Exhibit
A

    


    1)
Position and Duties

    


    The
Contractor shall in general have duties described below, including without
limitation, the responsibility to:

    


    (a) Serve as
the Company's Chief Financial Officer and accept all customary duties of a Chief
Financial Officer of a public company who shares of common stock are traded on
the United States Over-the-Counter Bulletin Board.

     

    (b) Keep a
complete and accurate accounting of receipts and disbursements in the corporate
accounting records;

     

    (c) Render a
complete financial report at the annual meeting of the shareholders if so
requested;

     

    (d) Be
responsible to act as the main depository of the Company's accounting, finance
and corporate records.  Provide such records as requested in a timely
manner.

     

    (e) Provide
consulting services with regard to fundraising, private placements, general
securities law matters (but with a full understanding that any actions on behalf
of the Company or communications with the Company do not constitute legal advice
or a suggestion that the Contractor can be relied upon for sound legal advice),
business plan development, filings with the SEC on Form 10-K and Form
10-Q.

     

    (f) Attendance
with all shareholder or meetings of the Board as requested by the
Company

     

    (g) All other
services or in particular other filings with the SEC such as registration
statements on Form S-1 or Form 10, or other filings, which are not outlined
within the Agreement shall be considered separate and distinct services for
which the Contractor and management of the Company will negotiate and agree upon
appropriate compensation prior to other services or other filings being
attempted or completed by the Contractor.