Exhibit 10.23






Exhibit 10.23


Genesis Fluid Solutions

6660 Delmonico Drive, Suite 242-D

Colorado Springs, 80919




November 10,
2009




Mr. Robert
S. Jersey, President

Gar Wood Securities, LLC

440 La Salle St., Suite 2201

Chicago, IL 60605




Dear Mr. Jersey:




In connection with your engagement to advise and assist us, we indemnify and hold harmless you and
your affiliates, the respective directors, officers and agents of you and your affiliates and each
other person, if any, controlling you and any of your affiliates (the “Indemnified Parties” and
each an “Indemnified Party”), to the full extent of the law, from and against any losses, claims,
damages or liabilities (or actions, including shareholder actions, in respect thereof) related to
or arising out of such engagement or your role in connection therewith, and will reimburse you and
any other Indemnified Party for all reasonable expenses (including counsel fees) as they are
incurred by you or any such other Indemnified Party in connection with investigating, preparing or
defending any such action or claim, whether or not in connection with pending or threatened
litigation in which you are party.



We will not, however, be responsible for any claims, losses, damages or expenses which are finally
judicially determined to have resulted primarily from your bad faith or from your gross negligence
or the bad faith or gross negligence of any other Indemnified Party. We also agree that neither
you, nor any of your affiliates, nor any officer, director or agent of you or any of you
affiliates, nor any person controlling you or any of your affiliates, shall have any liability to
us or in connection with such engagement except for any such liability for losses, claims, damages,
liabilities or expenses incurred by us that result primarily from your bad faith or gross
negligence or the bad faith or gross negligence of any other Indemnified Party.



The forgoing agreement shall be in addition to any rights that you or any Indemnified Party may
have at common law or otherwise, including, but not limited to, any right to contribution.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 	 	Genesis Fluid Solutions	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Hodges
 

	 	 
	 	 	 	 	Michael Hodges

CEO	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:
	 	11/10/09	 	 






Gar
Wood Securities, LLC




	 	 	 	 	 
	By:
	 	/s/ Robert S. Jersey	 	 
	 

	 	 

	 	 
	Robert S. Jersey

President	 	 
	 
	 	 	 	 
	Date:
	 	11/10/09	 	 
	 

	 	 

	 	 





 


 









 





					
	 	 	 	 	 
	Confidential
	 	Page 1
	 	11/10/2009











November 10, 2009




Mr. Michael Hodges

Genesis Fluid Solutions

6660 Delmonico Drive, Suite 242-D

Colorado Springs, CO 80919




Dear Mr. Hodges,



The purpose of this letter is to confirm the engagement of Gar Wood Securities, LLC (“GW”), a
FINRA member firm, by, GENESIS FLUID SOLUTIONS, LTD. (the “Company”), on a selective basis to
render financial advisory services to the Company in order to expand institutional awareness in
the financial community.



Section 1.
Engagement Term. GW shall conduct institutional investor services for a period
of twelve months commencing on the date hereof and expiring October 11, 2010. During this period
GW shall initiate a platform of services aimed at introducing Genesis Fluid Solutions to
institutional investors in order to build corporate visibility. The services shall include but are
not limited to investor introductions via telephone calls, investor meetings and conference
invitations.



Section 2.
Fees. Upon engagement, a fee of 100,000 warrants to purchase Genesis Fluid
Solutions common stock, with a $1.00 strike price shall be issued to GW. These warrants shall have
a five-year expiration date, cashless exercise option, and the shares represented by the warrants
shall have piggyback registration rights. The warrants shall be issued to Gar Wood Securities, LLC
and shall be assignable in part or in whole to officers or employees of Gar Wood Securities, LLC.



In the event a private placement should result through direct GW introductions, a Success Fee to
GW consisting of a cash fee equal to 8.0% of the aggregate gross proceeds of the sale of
Securities to investors received by the Company shall be paid. The cash portion of any Success Fee
shall be paid to GW, as applicable, on the relevant closing date of a Transaction or as soon as
reasonably practicable thereafter.



The fee shall be payable with respect to any Transaction
occurring:




	 	(i)	 	during the term of this agreement; or

	 
	 	(ii)	 	after the term of this agreement, if GW introduced the purchaser of the
Transaction or an affiliate of purchaser to Company within 6 months preceding
closing of the Transaction.






In addition to the Success Fee, GW will receive warrants equal to 2% of the value sold of the
Transaction. These warrants shall also have a $1.00 strike price, five-year expiration date,
cashless exercise option, and the shares represented by the warrants shall have piggyback
registration rights.



Section 3.
Right of First Refusal. Genesis Fluid Solutions grants GW right of first
refusal on a non-exclusive basis to act as the Company’s Investment Banker/Financial Advisor on any
financings in the next twelve months.




 


 









 







					
	 	 	 	 	 
	Confidential
	 	Page 2
	 	11/10/2009






Section 4. Confidentiality. The Company acknowledges that all advice (written or oral)
which may be given by GW to the Company in connection with GW’s engagement is intended solely for
the benefit and use of the Company (including its management, directors and attorneys), and the
Company agrees that no such advice shall be used, reproduced, disseminated, quoted or referred to
at any time, in any manner or for any purpose, nor shall any public references to GW be made by
the Company (or such persons), without the prior written consent of GW, which consent shall not be
unreasonably withheld.



Section 5. Indemnity. GW and the Company have entered into a separate letter agreement,
dated the date hereof, with respect to the indemnification of GW by the Company with regard to
GW’s engagement hereunder.



Section 6. Arbitration. Any dispute, claim or controversy arising out of or relating to
this Agreement or the breach, termination, enforcement, interpretation or validity thereof,
including the determination of the scope or applicability of this agreement to arbitrate, shall be
determined by arbitration in Chicago, Illinois before one arbitrator mutually agreed to by the
parties hereto. The parties hereby waive all right to trial by jury with respect to the foregoing.
The arbitration shall be conducted in accordance with the dispute resolution procedures of the
American Bar Association. Judgment on the award may be entered in any court having jurisdiction.
The arbitrator may, in his or her sole discretion, allocate all or part of the costs of the
arbitration in the award, including the fees of the arbitrator and the reasonable attorneys’ fees
of the parties. The arbitrator shall not have the power to award punitive damages.



Section 7. Miscellaneous. This Agreement constitutes the entire understanding and agreement of the
parties with respect to the subject matter hereof. This Agreement may not be amended except by a
written instrument signed by both parties hereto. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois, without regard to conflict of law
rules.



*           *           *




Please confirm that the foregoing is in accordance with your understandings and agreements with GW
by signing and returning to GW the duplicate of this letter.



	 	 	 
	 

	 	Very truly yours,
	 

	 	Gar Wood Securities, LLC
	 
	 	 
	 
	 	/s/ Robert S. Jersey
	 
	 	Robert S. Jersey
	 

	 	President






ACCEPTED AND AGREED AS OF

THE DATE FIRST WRITTEN ABOVE:

GENESIS FLUID SOLUTIONS




	 	 	 	 	 
	By:

	 	/s/ Michael Hodges
 

	 	 
	Mr. Michael Hodges

CEO
	 	 






Date: 11/10/09