10.14 Consulting Agreement






Exhibit 10.14




CONSULTING AGREEMENT




          This Consulting Agreement (the “Agreement”), effective as of May 11, 2009, is
entered into by and between Genesis FLUID SOLUTIONS, a Colorado company (herein referred
to as the “Company”), and Liviakis Financial Communications, Inc., a California
corporation (herein referred to as the “Consultant”).



RECITALS




          Whereas the Company is a private newly formed company that plans to raise capital and
merge with a public company, thereby becoming a public company;



          Whereas the Consultant has developed relationships with brokers, institutional
investors, investment bankers, public relations firms, investor relations firms, various accredited
investors and financial advertising and reporting networks which may assist the Company in raising
capital and enhancing the market recognition of the Company, its products and prospects, and the
underlying fundamental value of the Company’s securities;



          Whereas the Company desires to engage the services of the Consultant to represent the
Company in investors’ communications and public relations with existing shareholders, brokers,
dealers and other investment professionals as to the Company’s current and proposed activities, and
to consult with management concerning such the Company activities; and



          Whereas the Consultant agrees to be retained for the foregoing purposes, subject to
the terms and conditions provided in this Agreement.



          Now Therefore, in consideration of the premises and of the mutual covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as follows:




	1)	 	Term of Consultancy. The Company hereby agrees to retain the Consultant to act in a
consulting capacity to the Company, and the Consultant hereby agrees to provide services to
the Company commencing on May 11, 2009 and ending May 10, 2011.
	 
	2)	 	Duties of the Consultant. The Consultant agrees that it will generally provide the
following specified consulting services:






	 	a)	 	Assist the Company in raising capital as a finder through introductions (it is
understood LFC is not a licensed broker-dealer or “investment banking” firm, nor shall
act in such a role);
	 
	 	b)	 	Consult and assist the Company in developing and implementing appropriate plans
and means for presenting the Company and its business plans, strategy and personnel to
the financial community, establishing an image for the Company in the financial
community, and creating the foundation for subsequent financial public relations
efforts;
	 
	 	c)	 	Introduce the Company to the financial community;




 









 






	 	d)	 	With the cooperation of the Company, maintain an awareness during the term of
this Agreement of the Company’s plans, strategy and personnel, as they may evolve
during such period, and consult and assist the Company in communicating appropriate
information regarding such plans, strategy and personnel to the financial community;
	 
	 	e)	 	Assist and consult the Company with respect to its (i) relations with
stockholders, (ii) relations with brokers, dealers, analysts and other investment
professionals, and (iii) financial public relations generally;
	 
	 	f)	 	Perform the functions generally assigned to stockholder relations and public
relations departments in major corporations, including responding to telephone and
written inquiries (which may be referred to the Consultant by the Company); help
prepare reports and other communications with or to shareholders, the investment
community and the general public; consulting with respect to the timing, form,
distribution and other matters related to such reports and communications; and, at the
Company’s request and subject to the Company’s securing its own rights to the use of
its names, marks, and logos, consulting with respect to corporate symbols, logos,
names, the presentation of such symbols, logos and names, and other matters relating to
corporate image;
	 
	 	g)	 	Upon the Company’s direction and approval, disseminate information regarding
the Company to shareholders, brokers, dealers, other investment community professionals
and the general investing public;
	 
	 	h)	 	Upon the Company’s approval, conduct meetings, in person or by telephone, with
brokers, dealers, analysts and other investment professionals to communicate with them
regarding the Company’s plans, goals and activities, and assist the Company in
preparing for press conferences and other forums involving the media, investment
professionals and the general investment public;
	 
	 	i)	 	At the Company’s request, review business plans, strategies, mission statements
budgets, proposed transactions and other plans for the purpose of advising the Company
of the public relations implications thereof; and
	 
	 	j)	 	Otherwise perform as the Company’s consultant for public relations and
relations with financial professionals.






	3)	 	Allocation of Time and Energies. The Consultant hereby promises to perform and
discharge faithfully the responsibilities which may be assigned to the Consultant from time to
time by the officers and duly authorized representatives of the Company in connection with the
conduct of its financial and public relations and communications activities, so long as such
activities are in compliance with applicable securities laws and regulations. The Consultant
and staff shall diligently and thoroughly provide the consulting services required hereunder.
Although no specific hours-per-day requirement will be required, the Consultant and the
Company agree that the Consultant will perform the duties set forth herein above in a diligent
and professional manner. The parties acknowledge and agree that a disproportionately large




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	 	 	amount of the effort to be expended and the costs to be incurred by the Consultant and the
benefits to be received by the Company are expected to occur within or shortly after the
first two months of the effectiveness of this Agreement. It is explicitly understood that
the Consultant’s performance of its duties hereunder will in no way be measured by the price
of the Company’s equity interest or shares, nor the trading volume of the Company’s equity
interests or shares. It is also understood that the Company is entering into this Agreement
with Liviakis Financial Communications, Inc. (“LFC”), a corporation and not any
individual member of LFC, and, as such, the Consultant will not be deemed to have breached
this Agreement if any member, officer or director of LFC leaves the firm or dies or becomes
physically unable to perform any meaningful activities during the term of the Agreement,
provided the Consultant otherwise performs its obligations under this Agreement.
	 
	4)	 	Remuneration. As full and complete compensation for services described in this
Agreement, the Company shall compensate the Consultant and affiliates as follows:






	 	a)	 	Purchase of Shares. For undertaking this engagement, the Company
agrees to sell to the Consultant and affiliates, and Consultant and affiliates agrees
to purchase shares (which includes interests issued to employees of Consultant), at a
purchase price of $0.0001 per share.





	 	 	 	 	 	 	 	 	 
	Consultant:
	 	1,000,000 shares	 	 	 	 
	Mark Moskowitz:
	 	200,000 shares	 	 	 	 
	Michael Bayes:
	 	100,000 shares	 	 	 	 







	 	b)	 	The Consultant acknowledges that the shares to be issued pursuant to this
Agreement (collectively, the “Shares”) have not been registered under the
Securities Act of 1933, as amended (the “Act”) or any applicable state
securities laws and accordingly are “restricted securities” within the meaning of Rule
144 promulgated under the Act, and it understands and agrees that the Shares must be
held indefinitely unless a subsequent disposition thereof is registered under the Act
or is exempt from such registration, the certificates representing the Shares will bear
a legend to that effect and the Company will make a notation on its transfer books to
such effect. As such, the Shares may not be resold or transferred unless the Company
has received an opinion of counsel reasonably satisfactory to the Company that such
resale or transfer is exempt from the registration requirements of that Act. Upon such
time as the Shares are freely transferable under Rule 144, in the event the Consultant
shall desire to transfer any Shares in accordance with Rule 144, the Company shall
provide all documents and approvals required within five (5) days of receipt of the
Consultant’s request for transfer and submission of broker representation and similar
Rule 144 documents for transfer of such Shares.
	 
	 	c)	 	In connection with the acquisition of Shares hereunder, the Consultant
represents and warrants to the Company as follows:






	 	i)	 	The Consultant acknowledges that the Consultant has been afforded
the opportunity to ask questions of and receive answers from duly authorized




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	 		 	officers or other representatives of the Company concerning an investment in
the Shares, and any additional information which the Consultant has
requested.
	 
	 	ii)	 	The Consultant’s investment in restricted securities is
reasonable in relation to the Consultant’s tangible net worth, which is in
excess of ten (10) times the Consultant’s cost basis in the Shares. The
Consultant has had experience in investments in restricted and publicly traded
securities, and the Consultant has had experience in investments in speculative
securities and other investments which involve the risk of loss of investment.
The Consultant acknowledges that an investment in the Shares is speculative and
involves the risk of loss. The Consultant has the requisite knowledge to assess
the relative merits and risks of this investment without the necessity of
relying upon other advisors, and the Consultant can afford the risk of loss of
its entire investment in the Shares. The Consultant is (i) an accredited
investor, as that term is defined in Regulation D promulgated under the Act, and
(ii) a purchaser described in Section 25102 (f) (2) of the California Corporate
Securities Law of 1968, as amended.
	 
	 	iii)	 	The Consultant is acquiring the Shares for its own account for
the purpose of investment and not with a view to or for sale in connection with
any distribution thereof.






	5)	 	Assignability of Services. The Consultant’s services under this contract are offered
to the Company, but Consultant shall use its best efforts to ensure that such services shall
be apply to any public entity with which the Company merges or which acquires the Company or
substantially all of its assets. The Company shall assure Consultant that in the event of any
merger, acquisition, or similar change of form of entity that its successor entity shall agree
to complete all obligations to the Consultant, consistent with the rights granted to the
Consultant by the Company herein and under the Membership Unit Purchase Agreement. The
parties agree that the Consultant’s services are personal in nature and may not be delegated
by the Consultant to any other person or entity, whether by operation of law or otherwise.
	 
	6)	 	Expenses. The Consultant agrees to pay for all its expenses (phone, mailing, labor,
etc.), other than extraordinary items (travel required by/or specifically requested by the
Company, luncheons or dinners to large groups of investment professionals, mass faxing to a
sizable percentage of the Company’s constituents, investor conference calls, print
advertisements in publications, etc.) approved by the Company prior to its incurring an
obligation for reimbursement.
	 
	7)	 	Indemnification. The Company warrants and represents that all oral communications,
written documents or materials furnished to the Consultant by the Company with respect to
financial affairs, operations, profitability and strategic planning of the Company are
accurate and the Consultant may rely upon the accuracy thereof without independent
investigation. The Company will protect, indemnify and hold harmless the Consultant against
any claims or litigation including any damages, liability, cost and reasonable attorney’s fees
as incurred with respect thereto resulting from the Consultant’s communication or
dissemination of any said information, documents or materials excluding any such claims or
litigation resulting




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	 	 	from the Consultant’s communication or dissemination of information not provided or
authorized by the Company.
	 
	8)	 	Representations. The Consultant represents, warrants and covenants to the Company
that the Consultant and each of its officers, agents or others employed or retained by the
Consultant (“Associated Persons”) will at all times during the term of this Agreement
satisfy the following warranties and representations. The Consultant agrees that it will be
responsible for the accuracy and truthfulness of the warranties and representations of the
Associated Persons.






	 	a)	 	The Consultant represents that it is not required to maintain any licenses and
registrations under federal or any state regulations necessary to perform the services
set forth herein. The Consultant acknowledges that, to the best of its knowledge, the
performance of the services set forth under this Agreement will not violate any rule or
provision of any regulatory agency having jurisdiction over the Consultant. The
Consultant acknowledges that, to the best of its knowledge, the Consultant and its
officers and directors are not the subject of any investigation, claim, decree or
judgment involving any violation of the SEC or securities laws. The Consultant further
acknowledges that it is not a securities broker-dealer or a registered investment
advisor.
	 
	 	b)	 	The Consultant and its Associated Persons shall at all times comply with any
and all applicable federal, state, local or foreign laws, including securities laws,
rules and regulations of any court, government or unit or agency thereof in its
performance hereunder. The Consultant and each Associated Person will disclose in all
reports, communications, etc. that it is a consultant of the Company and that it is
being compensated by the Company or, if the Consultant or an Associated Person hires
another firm or person to perform the Services, then the disclosure shall indicate that
the other party is being compensated by the Consultant and/or such Associated Person.
Specifically, the Consultant and its Associated Persons will each during the term of
this Agreement at all times comply with the requirements of Section 17(b) of the Act
and will not solicit the purchase or sale of any securities of the Company without
disclosing any compensation arrangement.
	 
	 	c)	 	The Consultant and its Associated Person shall have all appropriate licenses in
order to act in its capacity pursuant to the terms of this Agreement and shall maintain
such licenses in good standing throughout the term of this Agreement.
	 
	 	d)	 	The Consultant and its Associated Persons acknowledge that the services to be
provided pursuant to this Agreement and the receipt, retention and disposition of the
compensation to be paid to the Consultant and/or its Associated Persons under this
Agreement are subject to applicable securities laws, including the Act and the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
Consultant shall at all times comply with all applicable securities laws in connection
with performing its duties under this Agreement and in connection with the receipt,
retention and disposition of the compensation to be paid to the Consultant under this
Agreement.




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	 	e)	 	The Consultant and its Associated Persons acknowledge that the services to be
provided pursuant to this Agreement and the receipt, retention and disposition of the
compensation to be paid to the Consultant and/or its Associated Persons under this
Agreement are subject to National Investor Relations Institute Code of Ethics (the
“NIRI Code”), which require an investor relations consultant to conform with
the Company’s insider trading policies. The Consultant shall at all times comply with
the NIRI Code in connection with performing its duties under this Agreement and in
connection with the receipt, retention and disposition of the compensation to be paid
to the Consultant under this Agreement.
	 
	 	f)	 	The Consultant is free to enter into this Agreement and the services to be
provided pursuant to this Agreement are not in conflict with any other contractual or
other obligation to which the Consultant or its Associated Persons are bound.
	 
	 	g)	 	The Consultant and its Associated Persons shall not provide any material
non-public information regarding the Company to any person until such person has
executed and delivered to the Company (in care of the Consultant with a copy to the
Company) a confidentiality and no-trade agreement in a form furnished by the Company to
the Consultant.
	 
	 	h)	 	The Consultant and its Associated Persons each acknowledge that certain
information that the Company or its representatives will provide to the Consultant or
its Associated Persons in connection with the performance of the services under this
Agreement will be material non-public information about the Company (the “Material
Information”). The Consultant and its Associated Persons acknowledge that they
each are aware of the restrictions of applicable securities laws, including Regulation
FD and Sections 9 and 10 of the Exchange Act and Rule 10b-5 under the Exchange Act,
relating to the trading in securities of an issuer, including while in possession of
material non-public information regarding that issuer. The Consultant and its
Associated Persons agree that they will each comply with all securities laws concerning
Material Information and further agree that each, until all of the Material Information
becomes publicly available (other than as a result of a disclosure by the Consultant or
its Associated Persons), shall not directly or indirectly (nor shall it permit any of
its officers, directors, affiliates or agents to): (i) disclose the Material
Information, except pursuant to the delivery of disclosure documents to potential
investors at the request of the Company; or (ii) for its own account or for the account
of others, purchase, offer to sell, contract to sell or otherwise sell, sell short,
sell long, dispose of, loan, pledge or grant any rights with respect to or offer to do
any of the foregoing or otherwise trade in any equity interests or shares of the
Company, any options or warrants to purchase any equity interests or shares of the
Company or any securities convertible into or exchangeable for any equity interests or
shares of the Company.
	 
	 	i)	 	The Consultant is under no contractual restriction or other restrictions or
obligations that are inconsistent with this Agreement, the performance of its duties
and the covenants hereunder; (ii) its management is under no physical or mental
disability that




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	 	 	 	would interfere with its keeping and performing all of the agreements, covenants and
conditions to be kept or performed hereunder; (iii) it is familiar with all federal
and state securities laws applicable to the performance of its services as
contemplated in this Agreement, including Sections 17(b) of the Act, Sections 9 and
10(b) of the Exchange Act and Regulation FD; (iv) it will comply with all applicable
federal and state securities laws in the performance of the services under this
Agreement; and (v) it will cause any person to whom any of the Shares or other
compensation are transferred to agree and undertake for the benefit of the Company to
comply with all applicable federal and state securities laws in connection with their
ownership or disposition of the Shares (including compliance with Section 17(b) of
the Act to the extent applicable).
	 
	 	j)	 	The Consultant agrees not to, directly or indirectly, enter into or cause any
third party to enter into any short sale or take any short position in the securities
of the Company or to enter into any other transaction relating to securities of the
Company inconsistent with the plan of distribution set forth in any registration
statement relating to securities received by the Consultant as compensation hereunder.






	 	 	The Company acknowledges that, to the best of its knowledge, that it has not violated any
rule or provision of any regulatory agency having jurisdiction over the Company. The
Company acknowledges that, to the best of its knowledge, the Company is not the subject of
any investigation, claim, decree or judgment involving any violation of the SEC or
securities laws.
	 
	9)	 	Legal Representation; Interpretation. The Company acknowledges that it has been
represented by independent legal counsel in the preparation of this Agreement. The Consultant
represents that it has consulted with independent legal counsel and/or tax, financial and
business advisors, to the extent the Consultant deemed necessary. Each party and its counsel
cooperated in the drafting and preparation of this Agreement and the documents referred to
herein, and any and all drafts relating thereto shall be deemed the work product of the
parties and may not be construed against any party by reason of its preparation. Accordingly,
any rule of law, including but not limited to any decision that would require interpretation
of any ambiguities in this Agreement against the party that drafted it, is of no application
and is hereby expressly waived. The provisions of this Agreement shall be construed as a
whole and in accordance with its fair meaning to affect the intentions of the parties and this
Agreement.
	 
	10)	 	Status as Independent Contractor. The Consultant’s engagement pursuant to this
Agreement shall be as independent contractor, and not as an employee, officer or other agent
of the Company. Neither party to this Agreement shall represent or hold itself out to be the
employer or employee of the other. The Consultant further acknowledges the consideration
provided hereinabove is a gross amount of consideration and that the Company will not withhold
from such consideration any amounts as to income taxes, social security payments or any other
payroll taxes. All such income taxes and other such payment shall be made or provided for by
the Consultant and the Company shall have no responsibility or duties regarding such matters.
Neither the Company nor the Consultant possesses the authority to




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	 	 	bind each other in any agreements without the express written consent of the entity to be
bound.
	 
	11)	 	Attorney’s Fees. If any legal action or any arbitration or other proceeding is
brought for the enforcement or interpretation of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with or related to this Agreement,
the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and
other costs in connection with that action or proceeding, in addition to any other relief to
which it or they may be entitled. In the event there is a delay in the provision by the
Company of approval documents required under Rule 144 and after the Consultant’s demand for
such documenting approval is made upon the Company in connection with a transfer permitted
under Rule 144, the Company shall be liable for all attorneys’ fees incurred by the Consultant
in obtaining compliance therewith. Such fees shall be due and payable without regard to
whether an arbitration or other legal action is instituted by the Consultant.
	 
	12)	 	Waiver. The waiver by either party of a breach of any provision of this Agreement by
the other party shall not operate or be construed as a waiver of any subsequent breach by such
other party.
	 
	13)	 	Choice of Law, Jurisdiction and Venue. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of California. The parties
agree that Santa Clara County, California will be the venue of any dispute and will have
jurisdiction over all parties.
	 
	14)	 	Arbitration. Any controversy or claim arising out of or relating to this Agreement,
or the alleged breach thereof, or relating to the Consultant’s activities or remuneration
under this Agreement, shall be settled by binding arbitration in California, in accordance
with the applicable rules of JAMS Endispute, and judgment on the award rendered by the
arbitrator(s) shall be binding on the parties and may be entered in any court having
jurisdiction as provided by Paragraph 14 herein. The provisions of Title 9 of Part 3 of the
California Code of Civil Procedure, including section 1283.05, and successor statutes,
permitting expanded discovery proceedings shall be applicable to all disputes that are
arbitrated under this paragraph.
	 
	15)	 	Complete Agreement. This Agreement contains the entire agreement of the parties
relating to the subject matter hereof. This Agreement and its terms may not be changed orally
but only by an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought.
	 
	16)	 	Severability. If any provision of this Agreement shall be held or deemed to be, or
shall in fact be, inoperative or unenforceable as applied in any particular case because it
conflicts with any other provision or provisions hereof, or any other provision or provisions
hereof, or any constitution or statute or rule of public policy, or for any other reason, such
circumstances shall not have the effect of rendering the provision in question inoperative or
unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences,
clauses, sections or subsections of this Agreement shall not affect the remaining portions of
this Agreement.





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	AGREED TO:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	“The Company”	 	GENESIS FLUID SOLUTIONS	 	 
	 
	 	 	 	 	 	 
	Date:

	 	By:
	 	/s/ Michael Whaley	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Michael Whaley, CFO	 	 
	 
	 	 	 	 	 	 
	“The Consultant”	 	LIVIAKIS FINANCIAL COMMUNICATIONS, INC.	 	 
	 
	 	 	 	 	 	 
	Date:

	 	By:
	 	/s/ John Liviakis	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	John Liviakis, CEO	 	 







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