exv10w15



 





Exhibit 10.15


     This agreement is entered
into by and between ASSURITY Finance & Development, LLC, a North
Dakota Limited Liability Corporation, hereafter “ASSURITY,” AND Natural Innovative Renewable
Energy, L.L.C. hereafter “Client”.



     FOR AND IN GOOD VALUABLE CONSIDERATION the receipt and sufficiency of which is hereby
acknowledged, the undersigned do hereby covenant, contract and agree as follows:



     1. Scope of Services: ASSURITY is hereby engaged to perform consulting services for the
Client regarding the preparation and structuring of financial data including financial
statements and related financial reports for the purpose of assisting the Client in
preparation of presentations to lenders.



     2. Consulting Fee: Client agrees to pay unto ASSURITY the sum of Twenty-five Thousand and
no/100 Dollars ($25,000.00) as a retainer for professional services to be performed, plus
out-of-pocket expenses incurred by ASSURITY with third-parties (including but not limited to
legal, appraisal, inspecting engineers and title insurance). Payment of the Consulting Fee
shall be due upon execution of this agreement and is nonrefundable except for failure to
perform the agreed services. Client will not be required to pay any further fees to ASSURITY
for professional services for the term of this agreement. The total out-of-pocket expenses
incurred by ASSURITY with third-parties for the term of this agreement will not exceed
$10,000, without the express written consent of Client.



     3. Limited Services: ASSURITY has represented to Client that they will make every reasonable
effort to assist Client in acquiring suitable financing. ASSURITY expressly agrees not to
divulge, publish or communicate any information regarding the Client or their financial
conditions to any entity or person without the expressed consent of the Client. All information
obtained by ASSURITY during this engagement and all suggestions and recommendations received by
Client shall remain the property of Client and ASSURITY shall keep all such matters confidential.



     4. Credit for Consulting Fee: Notwithstanding the foregoing, the consulting fee paid
herewith will be credited against the Underwriting and Syndication fee due upon acceptance
of the final Term Sheet.



     5. Acknowledgement of Potential Servicing Fee: Notwithstanding the foregoing, in the
event that Client obtains a financing accommodation as a result of ASSURITY’s activities,
Client hereby acknowledges that the resulting provider of said financing accommodation may
further



 









 







compensate ASSURITY through various servicing fees associated with the Client’s
accommodation(s). These resulting fees shall be earned by ASSURITY in addition to the
Consulting Fees herein described.



     6. Term: The term of this engagement shall begin on the date hereof and shall terminate
365 days from said date unless sooner terminated by Client in writing. In the event of an
early termination, no refund of the consulting fee will be due unless termination is for
failure of ASSURITY to perform the services provided for above in which event the fee to
which ASSURITY shall be entitled shall be equal to the amount of time spent in rendering the
services multiplied by $175.00 per hour.



     7. Independent status of ASSURITY: Client hereby acknowledges that ASSURITY and it’s’
representatives are an independent entity and not an agent, partner, joint venturer nor
employee of Client. ASSURITY shall have no authority to bind or otherwise obligate Client in
any manner nor shall ASSURITY represent to anyone that it has a right to do so.



     8. Enforceability: In the event that it becomes necessary to enforce any of the terms of
this agreement the defaulting party agrees to pay all reasonable attorneys fees incurred
therein.



     9. Legal Jurisdiction: This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of North Dakota.



     10. Entire Agreement. This Agreement constitutes the entire agreement between the
parties pertaining to its subject matter and it supersedes all prior contemporaneous
agreements, representations, and understandings of the parties. No supplemental modification or
amendment of the Agreement shall be binding unless executed in writing by all parties.



     WITNESS THE SIGNATURES of
the parties on this the 15th day of November, 2007.



	 	 	 	 	 
	 	ASSURITY Finance & Development, LLC

 	 
	 	 	/s/ John D. Erickson	 
	 	 	John D. Erickson, President 	 
	 	 	 
	 
	 	Natural Innovative Renewable Energy, LLC

 	 
	 	By:  	/s/ John E. Lucken
 	 
	 	 	Its: Authorized Representative