exhibit10one.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONSULTING
AGREEMENT

     

    


     

    This
agreement (“Agreement”) is made by and between Gulf Onshore, Inc., having its
principal office at 4310 Wiley Post Road, Suite 210, Addison, TX 75001
(hereinafter referred to as “Company”), and Parabolic, LLC having its
principal office at 12555 High Bluff Drive, Suite 305, San Diego,
CA  92130 (hereinafter referred to as “Consultant”).

     

    In
consideration of the mutual promises contained herein and on the terms and
conditions hereinafter set forth, the Company and Consultant (collectively, the
“Parties”) agree as follows:

     

    1.      Services.

     

    1.1.   
Consultant
will conduct an investor awareness program for Company for a minimum of three
(3) months following the receipt by Consultant of the Compensation set forth in
paragraph 2 hereunder.  It is understood that the Company is
interested in increasing the public awareness of Company.  By this
Agreement, Company is retaining Consultant to engage in an investor awareness
program designed to increase the public awareness of Company as set forth in the
following paragraph of this Agreement:

     

    1.2.   
Consultant
shall, to the extent reasonably required, develop and implement a program to
increase the public awareness of Company, which program shall include services
to be rendered by Consultant and/or third parties hired by Consultant, including
the following:

     

    1.2.1.  design of
an exclusive custom-designed full page website stock profile for
Company;

     

    1.2.2.  minimum
of 300,000 target visits to Company stock profile(s).

     

    1.2.3.  minimum
of 300,000 solicited page loads to the stock profile(s) and/or to breaking news
releases of Company at Consultant’s discretion.

     

    1.2.4.  minimum
of three (3) emails to members of Consultant’s small cap website (one email of
the profile link and two or more emails with news);

     

    1.2.5.  in
addition, Consultant may but is not required to include Company on other stock
profile website(s) at Consultant’s discretion.  Other services may but
are not required to be provided, including but not limited to press release
re-distribution by Consultant or third parties at Consultant’s discretion
without notice.

     

    1.3.   
Company
understands that if they are not 100% satisfied, for any reason whatsoever,
Consultant agrees to provide an additional campaign consisting of the same
number of targeted visits and solicited page loads as the first
campaign.

     

    2.     
Compensation.

     

    2.1.   
The total
cost for the Consultant’s services as outlined in paragraph 1, above, is $75,000
USD, or Consultant will accept 80,000 shares of restricted Gulf Onshore, Inc.
(GFON) stock (number of shares calculated at the bid price of $1.60), as
compensation for this Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.2.   
Company
understands and agrees that all stock issued to Consultant as Compensation for
this Agreement is earned immediately upon issuance and such shares can not be
canceled, nor the transfer or issuance of such shares stopped or hindered by
Company for any reason whatsoever at any time in the future. Company further
understands and agrees that there are no oral or written agreements or
understandings whatsoever, implied or otherwise, between Company and Consultant,
which would require Consultant to adhere to special guidelines or restrictions
when selling any stock received as Compensation, if applicable.

     

    2.3.   
Company
understands and agrees that Consultant may elect to transfer all or part of any
restricted stock received from Company to a third party for any reason
whatsoever and at any time in the future, and if Consultant so elects, Company
will immediately help facilitate such transfer by issuing a letter to the
transfer agent authorizing such transfer of Consultant’s stock in the Company,
and a copy of such letter shall be sent to Consultant via email, fax and U.S.
mail immediately.

     

    2.4.   
Both
Company and Consultant understand and agree that the Compensation described
above is due immediately upon Company’s execution of this Agreement, and that
services will begin promptly once the Compensation is transferred to and
received by Consultant, and not before, and in the case of Compensation paid in
free trading shares, once such shares are free and clear in Consultant’s
account, and not before.  Any services rendered by Consultant prior to
such transfer and receipt shall be deemed a courtesy and shall not be a waiver
of Consultant’s right to immediate payment of the
Compensation.  Company’s request or attempt to terminate this
Agreement shall not excuse Company’s obligation to pay Compensation to
Consultant.

     

    2.5.   
Company
attests that any shares issued to Consultant were not issued in violation of any
securities or other law or regulation of any kind.

     

    3.     
Indemnification.  Company
will protect, indemnify, defend (with legal counsel selected by Consultant) and
hold harmless Consultant and its affiliated persons or entities from any loss,
liability, claim, damage, expense (including costs of investigation and defense
and reasonable attorneys’ fees and expenses) arising out of or in connection
with a third-party claim of any kind against Consultant or its affiliated
persons or entities concerning any transaction in which Consultant participates
as a result of or relating in any way to this Agreement, including without
limitation Consultant’s participation in meetings of the Board of Directors of
the Company. 

     

    4.     
Liability.  In
no event shall Consultant or its affiliated persons or entities be liable to
Company or its affiliated persons or entities for any special, consequential,
indirect, incidental or punitive damages or lost profits, however caused and on
any theory of liability (including negligence and strict liability) arising in
any way out of this Agreement, whether or not Consultant or Company has been
advised of the possibility of such damages.

     

    5.     
Attorney
Fees.  In any litigation or other proceeding by which one party
either seeks to enforce its rights under this Agreement (whether in contract,
tort, or both) or seeks a declaration of any rights or obligations under this
Agreement, the prevailing party shall be entitled to recover from the other
party all actual attorney’s fees, expenses, and costs incurred in good faith by
the prevailing party.  The term “prevailing party” shall include any
party who engages counsel and subsequently obtains substantially the result
sought, whether by compromise, settlement, or judgment.

     


    
      
         


      

      
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    6.     
Other
Activities.  The Company recognizes that Consultant now renders
and may continue to render management and other services to other companies,
which may or may not have policies and conduct activities similar to those of
the Company.  Consultant shall be free to render such advice and other
services and the Company hereby consents thereto.  Consultant shall
not be required to devote its full time and attention to the performance of its
duties under this Agreement, but shall devote only so much of its time and
attention as it deems reasonable or necessary for such purposes, and shall have
no obligation to procure or generate a minimum amount of business, revenues,
trading volume, or share price increase for Company or its affiliated entities
or persons.

     

    7.     
Representations and
Warranties.  Company represents and warrants to Consultant as
follows:

     

    7.1.   
Company
has full power and authority to execute this Agreement and to perform all of its
obligations hereunder.

     

    7.2.   
This
Agreement has been duly executed by Company and is a legal and binding agreement
of Company enforceable against Company in accordance with its
terms.

     

    8.     
Piggy-Back Registration
Rights.  The Company agrees that if it proposes to register its
stock or other securities under the Securities Act of 1933, as amended (the
“Securities Act”), including a registration effected by the Company for
shareholders, the Company shall, at such time, promptly give Consultant written
notice of such registration.  Upon the written request of Consultant
given within twenty (20) days after mailing of such notice buy the Company, the
Company shall cause to register under the Securities Act, at Company’s expense,
all restricted shares of the Consultant, or Consultant’s designees or
transferees, requested by the Consultant to be registered.

     

    9.     
Rule 144
Cooperation.  Notwithstanding the provisions set forth above
under the section labeled Piggy-Back Registration rights, if Consultant elects
to sell any of its stock or other securities in the Company pursuant to the
provisions of Rule 144 under the Securities Act, and provided the Consultant has
complied with the provisions of Rule 144, the Company, at the Company’s expense,
will instruct its securities counsel to issue an opinion letter for delivery to
the Company’s transfer agent authorizing Consultant’s sale of its stock or other
securities in the Company pursuant to Rule 144, and, in the foregoing
regard, Company agrees that it shall timely file with the Securities and
Exchange Commission (the “Commission”) all reports required to be filed by the
Company pursuant to the Securities and Exchange Act of 1934, as amended, for so
long as Consultant remains a shareholder of the Company.  A copy of
the Rule 144 opinion letter shall be sent to Consultant via fax and U.S.
mail.

     

    10.    
Anti-Dilution
Provisions.  The Company agrees that it will not cause
Consultant to suffer any dilution of its percentage ownership of Company’s
shares as a result of any restructuring of the Company’s stock through reverse
share splits corresponding or followed with a share issuance.  Should
Company conduct a reverse share split and corresponding or following issuance of
shares, Consultant will be issued shares so as not to cause Consultant to suffer
any dilution of its percentage ownership.

     

    11.        
 Notice.

     

      All
notices, demands and other communications given or delivered under this
Agreement shall be in writing and shall be deemed to have been given when
personally

     


    
      
         


      

      
         
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    delivered,
mailed by first class mail, return receipt requested, or delivered by express
courier service or emailed or sent via facsimile with hard copy to
follow.

     

    If to
Consultant:                                    Parabolic,
LLC

    12555
High Bluff Drive, Ste 305

    San
Diego, California 92130

    Attention:
Lauren Fishman

    Telephone:  858-481-8818

    Facsimile:
858-481-1811

    E-mail:
lauren@parabolicllc.com

    


    If to
Company:                                      ________________________________

    ________________________________

    ________________________________

    Attention:
________________________

    Telephone:  _______________________

    Facsimile:
________________________

    E-mail:
__________________________

    


    12.     Confidentiality.  Company
agrees not to directly or indirectly disclose to any other person or entity any
of the terms of this Consulting Agreement, including but not limited to the fact
that Consultant accepted Restricted Shares as compensation for this Agreement
(collectively, the “Terms”).  Company hereby agrees to safeguard such
Terms at all times so that they are not exposed to, or taken by, any
unauthorized person. Company agrees to use Company’s best efforts to assure safe
keeping of all Trade Secrets. Company will make no announcement of this
Agreement and, if it is necessary to report the relationship created by this
Agreement in an SEC filing and/or Press Release, that such filing shall not
state that such shares are restricted, unless the laws are such that it must
state this fact.

     

    13.     Termination and
Survival.

     

    13.1.   
This
Agreement will become effective (“Effective Date”) upon Consultant’s receipt of
signed contract and Compensation, and will terminate upon completion of all
Services to be performed by Consultant.

     

    13.2.   
The terms
and conditions of paragraphs 2 through 12 shall survive termination of this
Agreement.

     

    14.     General
Provisions.

     

    14.1.   
Headings. The
headings in this Agreement are for convenience only and shall not be considered
a part of or affect the construction or interpretation of any provision of this
Agreement.

     

    14.2.   
Severability.  If
a court of competent jurisdiction holds any provision of this Agreement to be
illegal, unenforceable, or invalid in whole or in part for any reason, the
validity and enforceability of the remaining provisions, or portions of them,
will not be affected.

     

    14.3.   
Relationship of
Parties. Nothing in this Agreement shall be deemed or construed by the
parties or any third party as creating the relationship of principal and agent,
partnership or joint venture between the parties.

     


    
      
         
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    14.4.   Entire Agreement.
This Agreement constitutes the entire agreement between the Parties pertaining
to the subject matter of this Agreement, and any and all other written or oral
agreements existing between the Parties before the Effective Date of this
Agreement with respect to the subject matter of this Agreement are expressly
cancelled.

     

    14.5.   Modification of
Agreement.  This Agreement may be supplemented, amended, or
modified only by the mutual agreement of the Parties.  No supplement,
amendment, or modification of this Agreement shall be binding unless it is in
writing and signed by all Parties.

     

    14.6.   Binding
Effect.  Subject to any restrictions on assignment contained in
this Agreement, this Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective heirs, representatives, successors, and
assigns.

     

    14.7.   Nonwaiver.  Any
failure by any Party to enforce any part of this Agreement shall not be deemed a
waiver by such Party of its right to enforce this Agreement according to its
terms and applicable law.  No waiver of any breach, failure of any
condition, or any right or remedy contained in or granted by the provisions of
this Agreement shall be effective unless it is in writing and signed by the
party waiving the breach, failure, right, or remedy.  No waiver of any
breach, failure, right, or remedy shall be deemed a waiver of any other breach,
failure, right, or remedy, whether or not similar, nor shall any waiver
constitute a continuing waiver unless the writing so specifies.

     

    14.8.   No
Assignment.  Neither Party to this Agreement may assign any of
its rights or delegate any of its duties under this Agreement without the prior
written consent of the other party to this Agreement, which consent may not be
unreasonably withheld.

     

    14.9.   Counterparts.  This
Agreement may be executed in several counterparts, all of which taken together
shall constitute one instrument.  A signature of a party delivered by
telecopy or other electronic communication shall constitute an original
signature of such party.

     

    14.10.   Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of California, excluding its conflict of
laws rules.  The Parties agree that a substantial amount of services
under the Agreement will be performed in San Diego County, and hereby submit to,
and waive any objection to, the jurisdiction of California and the venue of San
Diego County for the purposes of any litigation arising out of or relating to
this Agreement.

     

    


     

    [SIGNATURE
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    IN
WITNESS WHEREOF, The parties have caused this agreement to be signed by their
respective officers or representatives duly authorized on this _____ day of
__________, 2008.

     

    


    COMPANY

    


    _______________________

    _______________________

    


    


    By:
_____________________

    Name:
__________________

    Title:
___________________

    


    


    CONSULTANT

    


    _______________________

    


    


    By:
_____________________

    Name:
__________________

    Title:
___________________

    



    
      
         


      

      
         
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