Unassociated Document


    MERGERS
      AND ACQUISITIONS CONSULTING AGREEMENT

     

    Mergers
      and Acquisitions Consulting Agreement made this 1st day of July, 2008 by and
      between Emvelco Corp. (the "Company"), a Delaware corporation with an address
      at
      10990 Wilshire Blvd., Suite 1220., Los Angeles, California and TransGlobal
      Financial LLC, a California limited liability company with a mailing address
      at
      2934 Beverly Glen Circle, #276, Bel Air, CA 90077 (the
      "Consultant")

    


    WITNESSETH:

    


    A. The
      Company desires to engage the services of the Consultant for purposes of
      assisting the Company in identifying, evaluating and structuring mergers,
      consolidations, acquisitions, joint ventures and strategic alliances in energy
      related businesses.

    


    B. Consultant
      is desirous of performing such services on behalf of the Company and desires
      to
      be engaged and retained by the Company upon the terms and conditions provided
      for herein.

    


    NOW,
      THEREFORE, in consideration of the recitals, promises and conditions in this
      Agreement, the Consultant and the Company agree as follows:

    


    1. Consulting
      Services.
      The
      Company hereby retains the Consultant on a non- exclusive but priority basis,
      and exclusive basis with regards to those specific services on Transactions
      (as
      defined below) and the Consultant accepts such retention for the following
      functions, services and duties: 

    


    


    1.1 Acquisition
      Consulting Services.
      The
      Consultant agrees that during the term of this Agreement it will assist the
      Company in the identification, evaluation, structuring, negotiating and closing
      of business acquisitions, whether in the form of asset purchases, stock
      purchases, mergers, consolidations, joint ventures, strategic alliances or
      otherwise (“Transactions”).

    


    1.2
       Conditions
      of Compensation. Compensation
      shall be paid only in connection with Transactions:

     

    1.2.1 proposed
      by the Consultant and accepted and actually undertaken by the Company. The
      Consultant shall be free to offer the same Transaction to others if the Company
      does not accept it within ten (10) business days or is not able to prove
      financial capability of undertaking the Transaction in 21 days after accepting
      it; and

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.2.2 that
      the
      Company requests the Consultant’s assistance in writing.

    


    1.3 The
      Transactions that the Consultant has been engaged in prior to the execution
      of
      this Agreement are: Laud Petroleum, Perm, Russia; SRC Biodiesel Refinery,
      Houston, Texas and Thermal Solar Generation Projects, Cyprus and
      Turkey.

    


    2. Term.
      The
      term of this Consulting Agreement shall be for a five (5) year period commencing
      on the date hereof. 

    


    3. Compensation.
      

    


    3.1 As
      full
      consideration for the services to be provided pursuant to paragraph 1 of this
      Agreement, the Consultant shall be entitled to have a 20% carried interest
      in
      any Transaction closed by the Company, subject to 1.2 above. At the Consultant’s
      sole option, compensation may be paid in restricted Company stock in an amount
      equal to 20% of any transaction’s value undertaken by the Company pursuant to
      paragraph 1 above. Transaction value shall be the market value on the day of
      the
      closing of stock, cash; assets and all other property (real or personal)
      exchanged or received, directly or indirectly by the Company or any of its
      security holders in connection with any such transaction.

    


    3.2
       The
      obligation of the Company to pay the fees described in subparagraph 3 of this
      Agreement shall be absolute and unconditional as long Consultant performs its
      obligations under this Agreement, and shall be payable without offset, deduction
      or claim of any kind or character. In the event that this Agreement shall not
      be
      renewed or if terminated for any reason, notwithstanding any such non-renewal
      or
      termination, Consultant shall be entitled to a full fee as provided under
      paragraph 3.1 and expense reimbursement as provided in paragraph 4 hereof,
      for
      any transaction for which the discussions were initiated during the term of
      this
      Agreement and which is consummated within a period of eighteen months after
      non-renewal or termination of this Agreement.

    


    3.3 The
      Company hereby acknowledges and consents that Consultant may receive additional
      fees or other compensation from one or more of the lenders, subscribers,
      customers, investors or parties to any transaction described in this Agreement
      or any sources of funding identified by Consultant, for various services which
      may include, in part, services related to this Agreement.

    


    3.4 The
      Company hereby acknowledges and consents that Consultant may receive additional
      fees or other compensation from one or more of the lenders, subscribers,
      customers, investors or parties to any transaction described in this Agreement
      or any sources of funding identified by Consultant, for various services which
      may include, in part, services related to this Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4. Expenses. In
      addition to the compensation payable hereunder, and regardless of whether any
      transaction set forth in paragraph 1.1 hereof is proposed or consummated, the
      Company shall reimburse the Consultant for all fees and disbursements of the
      Consultant’s travel and out-of-pocket expenses incurred in connection with the
      services performed by the Consultant pursuant to this Agreement, including
      without limitation, hotels, food and associated expenses and long distance
      calls.

     

    5. Consultant's
      Services to Others.
      The
      Company acknowledges that the Consultant or its affiliates are in the business
      of providing financial advisory and investment banking consulting advice to
      others. Nothing contained in this Agreement shall be construed to limit or
      restrict the Consultant in conducting such business with others, or in rendering
      such advice to others, except to any direct competitors of the Company.
      Furthermore, notwithstanding anything to the contrary herein, Consultant shall
      not be required to, and shall not, negotiate the terms of any securities related
      transactions with any investors in the event that the Company seeks to engage
      in
      any financing activities, shall not negotiate the terms of any agreements
      related to financing activities and although Consultant may make introductions
      to potential investors and broker dealer securities firms, Consultant shall
      not
      participate in any meetings with potential investors or with any broker dealer
      firms other than to introduce the parties.

     

    6. Representation
      and Indemnification by Company.

    


    (a) The
      Company shall be deemed to make a continuing representation of the accuracy
      of
      any and all material facts, material, information, and data which it supplies
      to
      the Consultant and the Company acknowledges its awareness that the Consultant
      will rely on such continuing representation in disseminating such information
      and otherwise performing duties under this Agreement.

    


    (b) The
      Consultant, in the absence of notice in writing from the Company, will rely
      on
      the continuing accuracy of material, information and data supplied by the
      Company.

    


    (c) The
      Company hereby agrees to indemnify the Consultant against, and to hold the
      Consultant harmless from, any claims, demands, suits, loss, damages, etc.
      arising out of the Consultant's reliance upon the accuracy and continuing
      accuracy of such facts, material, information and data, unless the Consultant
      has been negligent in fulfilling his duties and obligations
      hereunder.

    


    (d) The
      Company hereby agrees to indemnify the Consultant against, and to hold the
      Consultant harmless from, any claims, demands, suits, loss, damages, etc.
      arising out of the Consultant's reliance on the general availability of
      information supplied to the Consultant and the Consultant's ability to
      promulgate such information, unless the Consultant has been grossly negligent
      in
      fulfilling his duties and obligations hereunder.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    7. Representation
      and Indemnification by Consultant.

    


    (a) The
      Consultant agrees to provide its services hereunder in a good and workmanlike
      manner consistent with the performance standards observed by other professionals
      undertaking such functions.

    


    (b) The
      Consultant agrees that it will not release or disseminate any information
      pertaining to the Company without providing the Company with an advance copy
      thereof and obtaining authorization for such release and
      dissemination.

    


    (c) The
      Consultant hereby agrees to indemnify the Company against, and to hold the
      Company harmless from, any claims, demands, suits, loss, damages, etc. arising
      out of any inaccurate statement or misrepresentation provided that such
      indemnification shall not pertain to any information provided by or attributable
      to the Company.

    


    


    8. Relationship
      of Parties.
      The
      Consultant is an independent contractor, responsible for compensation of its
      agents, employees and representatives, as well as all applicable withholding
      therefrom and taxes thereon (including unemployment compensation) and all
      workers compensation insurance. This Agreement does not establish any
      partnership, joint venture, or other business entity or association between
      the
      parties, and neither party is intended to have any interest in the business
      or
      property of the other.

    


    9. Termination.
      This
      Agreement may not be terminated by either party prior to the expiration of
      the
      term provided in Paragraph 2 above except as follows:

    


    (a) Upon
      failure of the other party to cure a material default under, or a breach of,
      this Agreement within thirty (30) days after written notice is given as to
      such
      breach by the terminating party;

    


    (b) Upon
      the
      bankruptcy or liquidation of the other party, whether voluntary or
      involuntary;

    


    (c) Upon
      the
      other party taking the benefit of any insolvency law; and/or;

    


    (d) Upon
      the
      other party having or applying for a receiver appointed for all or a substantial
      part of such party's assets or business.

    


    10. Disclaimer
      by Consultant.
      The
      Consultant makes no representation that (a) the price of the Company's
      publicly-traded securities will increase, (b) any person will purchase
      securities in the Company as a result of the contract, or (c) any investor
      will
      lend money to or invest in or with the Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    11. Non-Assignability.
      The
      rights, obligations and benefits established by this Agreement shall not be
      assignable by either party hereto except with the consent of the other. This
      Agreement shall, however, be binding upon and shall inure to the benefit of
      the
      parties and their successors.

    


    12. Governing
      Law.
      The
      terms and provisions of this Agreement shall be governed by and construed under
      the laws of the State of California.

    


    13. Notice.
      Notice
      hereunder shall be in writing and shall be deemed to have been given (a) at
      the
      time when deposited for mailing in a receptacle under the control of the United
      States Postal Service, by registered or certified mail, prepaid, return receipt
      requested, or (b) on the business day following deposit with a reputable
      overnight courier for overnight delivery; each addressed to the respective
      party
      at the address of such party first above written or at such other address as
      such party may fix by notice given pursuant to this paragraph.

    


    14. No
      Other Agreements.
      This
      Agreement supersedes all prior understandings, written or orally given and
      constitutes the entire Agreement between the parties hereto with respect to
      the
      subject matter hereof. No waiver, modification or termination of this Agreement
      shall be valid unless in writing signed by each of the parties
      hereto.

    


    15. Davy
      Crockett Gas Company, LLC.
      Davy
      Crockett Gas Company, LLC (“DCG”) f/k/a the Adams Ranch which was subject to
      acquisition by the Company is excluded from this Agreement in its entirety.
      In
      other words, Consultant
      and the Company agree that the DCG transaction is not subject to this Agreement,
      and Consultant is NOT entitled to ANY fee in connection with said transaction.
      

    


    IN
      WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
      and
      year first above written.

    
      	 	 	 
	 	 
	 	EMVELCO
              CORP.
	 
 	 
 	 
 
	 	By:  	/s/
              Yossi Attia
	 	
              
Yossi
              Attia, Chief Executive Officer
	 	 


      	 	 	 
	 	 
	 	TRANSGLOBAL
              FINANCIAL SERVICES LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Mike
              M. Mustafoglu
	 	
              

              Mike
                M. Mustafoglu

              President