fsb2ex10c_greenenergy.htm


    Trent
      Sommerville

    4372
      Stonebridge Road

    Destin,
      FL 32541

    Phone:
      850 240 1424

     

    FINANCIAL
      CONSULTING
      SERVICES AGREEMENT

     

    This
      Financial Consulting Services Agreement (the “Agreement”) is entered this 23rd
      day of July, 2007 by and between Trent Sommerville
(“Consultant”), 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. Guidance
        and assistance
        in available alternatives to maximize shareholder value;

    

     

    
            b.
        Development of potential
        strategic alliances, mergers and acquisitions; c. Traveling to targeted merger
        and acquisition candidate companies and closing deals that add value to Green
        Energy Live, Inc.

    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    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:

     

    
            a.
        Client shall issue
        certificates representing an aggregate of Five Hundred Twenty Thousand Shares
        to
        designated parties as directed by the Consultant. The Consultant and designated
        parties will be issued shares valued at the average share prices issued to
        date
        and will be responsible for all tax obligations of these shares.


    

     

    
            b.
        The Consultant will be
        compensated as negotiated for each deal closed based on the terms of each
        specific deal.

    

     

    
            c.
        All expenses are pre-approved
        by the company.

       

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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.

            


    

     

    
      	
              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.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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
      ind
      ependent 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
      competent jurisdiction. 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: 

    Trent
      Sommerville

    
      Address:4372
        Stonebridge Road 

      
        Destin,
          FL 32541 

      

    

    Phone: (850)
      240 1424

     

    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. 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.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    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”        July
      23, 2007

     

    Green
      Energy Live, Inc.

     

    Signature:/s/Karen
      Clark

    Print
      name: Karen Clark

    Print
      title: President/CEO

     

     

     

    “Consultant”        July
      23, 2007

     

    Trent
      Sommerville

     

    Signature:/s/Trent
      Sommerville

    Print
      name: Trent Sommerville