fsb2ex10b_greenenergy.htm


    The
      Good One, Inc

    3540
      West Sahara Ave

    Las
      Vegas, NV 89102

    (818)
      807-6040

     

    FINANCIAL
      CONSULTING
      SERVICES AGREEMENT

     

    This
      Financial Consulting Services Agreement (the “Agreement”) is entered this 18th
      day of January, 2007 by and between The Good One, Inc.
(“Consultant”), a Nevada corporation,
      and Green Energy Live, Inc. a
      Nevada corporation, with reference to the following:

     

    Preliminary
      Statement

     

    A. The
      Client desires to be assured of the association and services of the Consultant
      in order to avail itself of the Consultant’s experience, skills, abilities,
      knowledge, and background to facilitate long range strategic planning, and
      to
      advise the Client in business and/or financial matters and is therefore willing
      to engage the Consultant upon the terms and conditions set forth herein.
      Consultant desires to be assured, and Client desires to assure Consultant,
      that,
      if Consultant associates with Client and allocates its resources necessary
      to
      provide Client with its services as Client requires and expects, Consultant
      will
      be paid the consideration described herein and said consideration will be
      nonrefundable, regardless of the circumstances.

     

    B. The
      Consultant agrees to be engaged and retained by the Client and upon the terms
      and conditions set forth herein.

     

    NOW,
      THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter
      set forth and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    1.
Engagement.
Client
      hereby engages Consultant on a non-exclusive basis, and Consultant hereby
      accepts the engagement to become a financial consultant to the Client and to
      render such advice, consultation, information, and services to the Directors
      and/or Officers of the Client regarding general financial and business matters
      including, but not limited to:

     

    
            a.
        Providing assistance with due
        diligence processes, capital structures, and capital resources such as
        accredited investors, private equity participants, micro/small cap equity
        funds,
        broker/dealers, and institutional investor relationships;

    

     

    
            b.
        Structuring and providing
        alternative sources for accounts receivable, purchase order and other
        asset-based or cash flow financing;

       

            c.
        Identify and coordinate
        investor relations services;

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      
              d.
          Guidance and assistance in
          available alternatives to maximize shareholder value;

      

       

      
              e.
          Development of potential
          strategic alliances, mergers and acquisitions; 

         

              f.
          Periodic preparation and
          distribution of research reports and other information to the broker/dealer
          and
          investment banking community.

         

      

    

    It
      shall
      be expressly understood that Consultant shall have no power to bind Client
      to
      any contract or obligation or to transact any business in Client’s name or on
      behalf of Client in any manner.

     

    It
      is
      expressly understood and agreed by Client that, in reliance upon Client’s
      representations, warranties and covenants contained herein, immediately upon
      execution and delivery of this Agreement by Client, Consultant is setting aside
      and allocating for the benefit of Client valuable resources (including, without
      limitation, capital and reservation of work schedules of employees) required
      to
      fulfill Consultant’s obligations described in paragraph B.1. hereof. In doing
      so, Consultant agrees to forebear from undertaking other opportunities and
      commitments (that would result in enrichment to Consultant) in order to be
      available to provide Client the services contemplated by this
      Agreement.

     

    2. Term.
      The term (“Term”) of this
      Agreement shall commence on the date hereof and continue for six (6) months.
      The
      Agreement may be extended upon agreement by both parties, unless or until the
      Agreement is terminated. Either party may cancel this Agreement upon five (5)
      days written notice in the event either party violates any material provision
      of
      this Agreement and fails to cure such violation within five (5) days of written
      notification of such violation from the other party. Such cancellation shall
      not
      excuse the breach or non-performance by the other party or relieve the breaching
      party of its obligation incurred prior to the date of cancellation, including,
      without limitation, the obligation of Client to pay the nonrefundable
      consideration described in paragraph B.5. hereof.

     

    3. Due
      Diligence. The
      Client shall supply and deliver to the Consultant all information relating
      to
      the Client’s business as may be reasonably requested by the Consultant to enable
      the Consultant to make an assessment of Client’s company and business prospects
      and provide the consulting services described in paragraph B. 1.
      hereof.

     

    
             
        4.  Expenses: 
The
        Client agrees to reimburse Consultant for all
        reasonable out of pocket
        travel,
        accommodations, and meal expenses incurred in connection with the performance
        of
        its obligations under this agreement.

    

     

    5. Compensation
      and Fees.
As consideration for Consultant entering into this Agreement, Client
      agrees to pay and deliver to Consultant the following consideration, which
      consideration is nonrefundable regardless of the circumstances:

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              a.  

            	
              Client
                shall issue certificates representing an aggregate of Fifteen Million
                (15,000,000) shares of common stock (the “Shares”). The shares issued to
                the Consultant on the date hereof shall have the status of “restricted”
                securities as the term is defined by Rule 144 under the Securities
                Act of
                1933, as amended. These shares are non-cancelable and shall have
                piggyback
                registration rights upon the first SEC registration filed by the
                Client.

            
	 	 


    

    
      	
              b.  

            	
              A
                monthly consulting fee of $20,000 commencing March 1, 2007, payable
                by
                month end each month.

            


    

     

    The
      Shares, when issued to Consultant, will be duly authorized, validly issued
      and
      outstanding, fully paid and nonassessable and will not be subject to any liens
      or encumbrances.

     

    Securities
      shall be issued to Consultant in accordance with a mutually acceptable plan
      of
      issuance as to relieve securities or Consultant from restrictions upon
      transferability of shares in compliance with applicable registration provisions
      or exemptions.

     

    After
      careful review and extensive discussions and negotiations between Client and
      Consultant and their advisors, Client agrees that, when received by Consultant,
      the above-described consideration shall be nonrefundable regardless of the
      circumstances, whether foreseen or unforeseen upon execution and delivery of
      this Agreement. Client further acknowledges and agrees that said consideration
      is earned by Consultant: (1) upon Client’s execution and delivery of the
      Agreement and prior to the provision of any service hereunder; (2) in part,
      by
      reason of Consultant’s agreement to make its resources available to serve Client
      and as further described in the Preliminary Statement and elsewhere herein;
      and
      (3) regardless of whether Client seeks to terminate this Agreement prior to
      consultant’s delivery of any services hereunder. If Client takes any action to
      terminate this Agreement or to recover any consideration paid or delivered
      by
      Client to Consultant other than by reason of Consultant’s gross negligence or
      willful misconduct, Consultant shall be entitled to all available equitable
      remedies, consequential and incidental damages and reasonable attorneys’ fees
      and costs incurred as a result thereof, regardless of whether suit is filed
      and
      regardless of whether Client or Consultant prevails in any such
      suit.

     

    6.
Representations,
      Warrants
      and Covenants. The Client represents, warrants and covenants to the
      Consultant as follows:

     

    
      	
               

            	
              a.
                The Client has the full authority, right, power and legal capacity
                to
                enter into this Agreement and to consummate the transactions which
                are
                provided for herein. The execution of this Agreement by the Client
                and its
                delivery to the Consultant, and the consummation by it of the transactions
                which are contemplated herein have been duly approved and authorized
                by
                all necessary action by the Client’s Board of Directors and no further
                authorization shall be necessary on the part of the Client for the
performance
                and consummation by the Client of the transactions which are contemplated
                by this Agreement.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               

            	
              b.
                The business and operations of the Client have been and are being
                conducted in all material respects in accordance with all applicable
                laws,
                rules and regulations of all authorities which affect the Client
                or its
                properties, assets, businesses or prospects. The performance of this
                Agreement shall not result in any breach of, or constitute a default
                under, or result in the imposition of any lien or encumbrance upon
                any
                property of the Client or cause an acceleration under any arrangement,
                agreement or other instrument to which the Client is a party or by
                which
                any of its assets are bound. The Client has performed in all respects
                all
                of its obligations which are, as of the date of this Agreement, required
                to be performed by it pursuant to the terms of any such agreement,
                contract or commitment. 

            


    

     

    7.
Exclusivity:
      Performance:
      Confidentiality. The services of Consultant hereunder shall not be
      exclusive, and Consultant and its agents may perform similar or different
      services for other persons or entities whether or not they are competitors
      of
      Client. The Consultant agrees that it will, at all times, faithfully and in
      a
      professional manner perform all of the duties that may be reasonably required
      of
      the Consultant pursuant to the terms of this Agreement. Consultant shall be
      required to expend only such time as is necessary to service Client in a
      commercially reasonable manner. The Consultant does not guarantee that its
      efforts will have any impact upon the Client's business or that there will
      be
      any specific result or improvement from the Consultant's efforts. Consultant
      acknowledges and agrees that confidential and valuable information proprietary
      to Client and obtained during its engagement by the Client, shall not be,
      directly or indirectly, disclosed without the prior express written consent
      of
      the Client, unless and until such information is otherwise known to the public
      generally or is not otherwise secret and confidential.

     

    8.
Independent
      Contractor.
In its performance hereunder, Consultant and its agents shall be an
      independent contractor. Consultant shall complete the services required
      hereunder according to his own means and methods of work, shall be in the
      exclusive charge and control of Consultant and which shall not be subject to
      the
      control or supervision of Client, except as to the results of the work. Client
      acknowledges that nothing in this Agreement shall be construed to require
      Consultant to provide services to Client at any specific time, or in any
      specific place or manner. Payments to consultant hereunder shall not be subject
      to withholding taxes or other employment taxes as required with respect to
      compensation paid to an employee.

     

    9.
Arbitration
      and Fees.
Any controversy or claim arising out of or relating to this Agreement,
      or
      breach thereof, may be resolved by mutual agreement: or if not, shall be settled
      in accordance with the Arbitration rules of the American Arbitration Association
      in Newport Beach, California. Any decision issued there from shall be binding
      upon the parties and shall be enforceable as a judgment in any court of
      competentjurisdiction.
      The prevailing party in such arbitration or other proceeding shall be entitled,
      in addition to such other relief as many be granted, to a reasonable sum as
      and
      for attorney’s fees in such arbitration or other proceeding which may be
      determined by the arbitrator or other officer in such proceeding. If collection
      is required for any payment not made when due, the creditor shall collect
      statutory interest and the cost of collection, including attorney’s fees whether
      or not court action is required for enforcement. The prevailing party in any
      such proceeding shall also be entitled to reasonable attorneys’ fees and costs
      in connection all appeals of any judgment.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    10.  Notices.
Any
      notice
      or other communication required or permitted hereunder must be in writing and
      sent by either (i) certified mail, postage prepaid, return receipt requested
      and
      First Class mail; or (ii) overnight delivery with confirmation of delivery;
      or
      (iii) facsimile transmission with an original mailed by first class mail,
      postage prepaid, addressed as follows:

     

    If
      to the Client: Green Energy Live, Inc.

    Attention:
      Karen Clark

    
      Address:
        1740 44th
        Street,
        Suite 5-230 

      Wyoming,
        MI 49509 

    

    Phone (866)
      460-7336

    Facsimile:
      (616) 582-5943

     

    If
      to Consultant: The Good One, Inc.

    Attention:
      June Stevens

    Address:
      3540 West Sahara Ave #657

    
      Las
        Vegas, Nevada 89102 

    

     

    or
      in
      each case to such other address and facsimile number as shall have last been
      furnished by like notice. If mailing is impossible due to an absence of postal
      service, and other methods of sending notice are not otherwise available, notice
      shall be hand-delivered to the aforesaid addresses. Each notice or communication
      shall be deemed to have been given as of the date so mailed or delivered, as
      the
      case may be; provided, however, that any notice sent by facsimile shall be
      deemed to have been given as of the date sent by facsimile if a copy of such
      notice is also mailed by first class mail on the date sent by facsimile; if
      the
      date of mailing is not the same as the date of sending by facsimile, then the
      date of mailing by first class mail shall be deemed to be the date upon which
      notice given.

     

    11. Additional
      Provisions.
No waiver of any of the provisions of this Agreement shall be deemed
      or
      shall constitute a waiver of any other provision and no waiver shall constitute
      a continuing waiver. No waiver shall be binding unless executed in writing
      by
      the party making the waiver. No supplement, modification, or amendment of this
      Agreement shall be binding unless executed in writing by all parties. This
      Agreement constitutes the entire agreement between the parties and supersedes
      any prior agreements or negotiations. There are no third party beneficiaries
      of
      this Agreement.

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of California, regardless of laws of conflicts.

     

    12.    Counterparts.
This
      Agreement may be executed simultaneously in one or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

     

    13.   Preliminary
      Statement.
The Preliminary Statement is incorporated herein by this reference and
      made a material part of this Agreement.

     

    IN
      WITNESS WHEREOF, the parties hereto have entered into this Agreement on the
      date
      first written above.

     

     

     

    “Client”

     

    Green
      Energy Live, Inc.

     

    
      Signature:
        /s/ Karen
        Clark

      Print
        name: Karen
        Clark

      Print
        title: President/CEO

       

       

      “Consultant”

       

      The
        Good
        One, Inc.

       

      Signature:/s/Junes
        Stevens 

      
        Print
          name: Junes Stevens 

        Print
          title: President 

      

    

     

     

     

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