Unassociated Document


     

    
       

      Exhibit
        10.0


      CONSULTING
        AGREEMENT

      


      This
        Consulting Agreement (the "Agreement"), effective as of this 24th day of
        November, 2008 (the "Effective Date") is entered into by and between, Regal
        Capital Partners, LLC (the "Consultant") and Megola, Inc., (the
        "Company").

      


      B
        A C K G R O U N D:

      


      WHEREAS,
        Company desires to engage the services of Consultant to consult, assist and
        advise the Company in identifying investor relations and/or public relations
        and/or market relations organizations to be utilized by the Company and
        assisting the Company with such investor relations and/or public relations
        and/or market relations organizations which are engaged by the
        Company;

      


      NOW
        THEREFORE, in consideration of the promises and the mutual covenants and
        agreements hereinafter set forth, the parties hereto covenant and agree as
        follows:

      


      1. 
        Term
        of Consultancy:
        Company
        hereby agrees to retain the Consultant to act in a consulting capacity to
        the
        Company, and the Consultant hereby agrees to provide services to the Company
        commencing on the Effective Date and ending 12 Months from the Effective
        Date
        unless terminated pursuant to Section 8 of this Agreement.

      


      2. 
        Services:
        During
        the term of this Agreement, Consultant's services may include, but will not
        necessarily be limited to providing the following services on behalf of and
        for
        the benefit of the Company:

      


      
        	
              	A.	
                Analyze
                  Company's needs with respect to public relations and/or investor
                  relations
                  and/or
                  market relations.

              


      

      


      
        	
              	B.	
                Oversee
                  and facilitate, for the benefit of the Company, any and all Investor
                  relations and/or
                  public relations and/or market relations organizations which are
                  engaged
                  by the Company;

              


      

      


      
        	
              	C.	
                Consult
                  and assist the Company in developing and implementing appropriate
                  plans
                  and means
                  for presenting the Company and its business plans, strategy and
                  personnel
                  to the financial
                  community.

              


      

      


      
        	
              	D.	
                Assist
                  and advise the company with respect to its relations with brokers,
                  dealers, analysts,
                  and other investment professionals.

              


      

      


      
        	
              	E.	
                Otherwise
                  perform as the Company's consultant for public relations and/or
                  investor
                  relations
                  and/or market relations.

              


      

      


      
        	
              	F.	
                Assist
                  and advise the company in introduction to various market makers,
                  investment banking
                  and small cap firms.

              


      

       

      
        	
              	G.	
                Assist
                  and advise the company in the process of potentially moving from
                  the Pink
                  Sheets to the OTCBB.

              


      

      


      3. 
        Allocation
        of Time and Energies:
        The
        Consultant hereby promises to perform and discharge faithfully the
        responsibilities, which may be assigned to the Consultant from time to time
        by
        the officers and duly authorized representatives of the Company under this
        Agreement. Consultant and staff shall diligently and thoroughly provide the
        consulting services required hereunder. Although no specific hours-per-day
        requirement will be required, Consultant and the Company agree that Consultant
        will perform the duties set forth herein above in a diligent and professional
        manner.

      


      4. 
        Remuneration:
        As full
        and complete compensation for services described in this Agreement, the Company
        shall compensate Consultant as follows:

      

        
          	
                  4.1
                    

                	
                  (A)
                    For undertaking this engagement and for other good and valuable
                    consideration, the Company agrees to cause to be delivered to
                    the
                    Consultant 1,500,000 restricted shares of the Company's Common
                    Stock (the
                    “Shares”, and sometimes referred to as the “Commencement Bonus”) with
                    Piggy Back registration rights. Shares are in lieu of a $400,000
                    payment
                    and are based at $0.2666 pps. The Company understands and agrees
                    that
                    Consultant has foregone significant opportunities to accept this
                    engagement. The Shares issued as a Commencement Bonus, therefore,
                    constitute payment for Consultant's agreement to consult to the
                    Company
                    and are a nonrefundable, non-apportion able, and non-ratable
                    retainer;
                    such shares of common stock are not a prepayment for future
                    services.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (B)
                    Upon the Effective Date, the Company shall issue to Consultant
                    an
                    aggregate 3,000,000 restricted common stock purchase warrants
                    (the
                    “Warrants”), exercisable within the 1 year period following vesting,
                    containing the following vesting dates, cash exercise prices
                    and
                    allocation amounts:

                


        


        
          	
                  Vesting
                    Date 

                	
                  Exercise
                    Price 

                	
                  Warrants/
                    Common Shares 

                
	
                  Effective
                    Date 

                	
                  $0.15
                    

                	
                  1,000,000

                
	 	 	 
	
                  90
                    Days After

                	 	 
	
                  Effective
                    Date 

                	
                  $0.25
                    

                	
                  1,000,000

                
	 	 	 
	
                  180
                    Days after

                	 	 
	
                  Effective
                    Date 

                	
                  $0.40
                    

                	
                  1,000,000
                    

                


        

      

      

        
          	
                	
                  (C).
                    If the Company decides to terminate this
                    Agreement after entered into for any reason whatsoever, it is
                    agreed and
                    understood that Consultant will not be requested or demanded
                    by the
                    Company to return any of the Shares paid to it as Commencement
                    Bonus nor
                    any of the Warrants that have vested prior to any such termination.
                    Further, if and in the event the Company is acquired in whole
                    or in part,
                    during the term of this Agreement, it is agreed and understood
                    Consultant
                    will not be requested or demanded by the Company to return any
                    of the
                    Shares or vested Warrants paid to it hereunder. It is further
                    agreed that
                    if at any time during the term of this agreement, the Company
                    or
                    substantially all of the Company's assets are merged with or
                    acquired by
                    another entity, or some other change occurs in the legal entity
                    that
                    constitutes the Company, the Consultant shall retain and will
                    not be
                    requested by the Company to return any of the Shares or vested
                    Warrants.

                
	 	 
	4.2	
                  The
                    Company hereby covenants with Consultant that when issued, the
                    Shares and
                    the Warrants shall be validly issued, fully paid and non-assessable,
                    and
                    fully authorized by the board of Directors of the
                    Company.

                


        

      

       

      5.
         No
        Delegation of Services:
        Consultant's services under this contract are unique offered to Company and
        may
        not be assigned by the Company except to an entity with which Company merges
        or
        which acquires the Company or substantially all of its assets, subject, however,
        to the condition that the successor entity expressly assumes all of the Company
        obligations under this Agreement prior or simultaneous to any such capital
        transaction

      


      6.
         Indemnification:
        The
        Company warrants and represents that all oral communications, written documents
        or materials furnished to Consultant by the Company with respect to financial
        affairs, operations, profitability and strategic planning of the Company
        are
        accurate and Consultant may rely upon the accuracy thereof without independent
        investigation. The Company will protect, indemnity and hold harmless Consultant
        (including its officers, directors, employees and agents) against any claims
        or
        litigation including any damages, liability, cost and reasonable attorney's
        fees
        as incurred with respect thereto resulting from Consultants communication
        or
        dissemination of any said information, documents or materials. Company further
        agrees to protect, indemnity and hold harmless Consultant (including its
        officers, directors, employees and agents) against any claims or litigation
        including any damages, liability, cost and reasonable attorney's fees as
        incurred with respect thereto resulting from any and all breaches by Company
        and/or Company's officers, directors, employees, agents, and any and all
        market
        relations, public relations and investor relations organizations introduced
        to
        Company by Consultant and subsequently engaged by Company, including
        misrepresentations and/or omission of fact and from any and all violations
        of
        applicable laws and regulations.

      


      7. 
        Representations:
        Consultant represents that it is not required to maintain any licenses and
        registrations under federal or any state regulations necessary to perform
        the
        services set forth herein. Consultant further acknowledges that it is not
        a
        securities Broker Dealer or a registered investment advisor and is not and
        will
        not perform any tasks, which require Consultant to be licensed as such. Company
        acknowledges that, to the best of its knowledge, that it has not violated
        any
        rule or provision of any regulatory agency having jurisdiction over the Company.
        Company acknowledges that, to the best of its knowledge, Company is not the
        subject of any investigation, claim, decree or judgment involving any violation
        of the SEC or securities laws. Both Company and Consultant acknowledge that
        Company is under no obligation to follow and/or act in accordance with the
        recommendations made by Consultant in connection with this Agreement. Company
        represents that its decision to not act in accordance with Consultant's
        recommendations in no way effects Company's obligations as set forth in Section
        4 et. seq. herein above. Company acknowledges that it remains responsible
        to
        perform any and all additional due diligence it deems necessary and appropriate
        respecting the investor relations, market relations and public relations
        organizations introduced to it by Consultant. Company further represents
        and
        acknowledges that Consultant is not responsible and not liable for the actions
        taken by those investor relations, market relations and public relations
        organizations that are introduced to it by Consultant and subsequently engaged
        by Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8. 
        Termination:
        This
        Agreement may be terminated by Consultant during the Term hereof by notice
        to
        the Company in the event that the Company shall have provided materially
        inaccurate or misleading information, of any type or nature, to the Consultant,
        or failed or been unable to comply in any material respect with any of the
        terms, conditions or provisions of this Agreement on the part of the Company
        to
        be performed, complied with or fulfilled within the respective times, if
        any,
        herein provided for, unless compliance therewith or the performance or
        satisfaction thereof shall have been expressly waived by Consultant in writing.
        Any termination of this Agreement pursuant to this Section 8 shall be without
        liability of any character (including, but not limited to, loss of anticipated
        profits or consequential damages) on the part of the Company, except that
        the
        Company shall remain obligated to pay the fees, other compensation and costs
        otherwise to be paid, as set forth in Sections 4 and 5 hereof.

      


      9. 
        Legal
        Representation:
        The
        Company acknowledges that independent legal counsel in the preparation of
        this
        Agreement has represented it. Consultant represents that it has consulted
        with
        independent legal counsel and/or tax, financial and business advisors, to
        the
        extent the Consultant deemed necessary.

      


      10. 
        Status
        as Independent Contractor:
        Consultant's engagement pursuant to this Agreement shall be as independent
        contractor, and not as an employee, officer or other agent of the Company.
        Neither party to this Agreement shall represent or hold itself out to be
        the
        employer or employee of the other. Consultant further acknowledges the
        consideration provided hereinabove is a gross amount of consideration and
        that
        the Company will not withhold from such consideration any amounts as to income
        taxes, social security payments or any other payroll taxes. All such income
        taxes and other such payment shall be made or provided for by Consultant
        and the
        Company shall have no responsibility or duties regarding such matters. Neither
        the Company nor the Consultant possesses the authority to bind each other
        in any
        agreements without the express written consent of the entity to be
        bound.

      


      11. 
        Waiver:
        The
        waiver by either party of a breach of any provision of this Agreement by
        the
        other party shall not operate or be construed as a waiver of any subsequent
        breach by such other party.

      


      12. 
        Notices:
        Any
        notices or other communications required or permitted hereunder shall be
        sufficiently given if personally delivered, or sent by express mail or telegram,
        or transmitted by fax or e-mail, addressed as set forth herein
        below.

      


      If
        to
        Consultant: Regal Capital Partners, LLC:

      


      Regal
        Capital Partners, LLC

      665
        Martinsville Road, Ste. 219

      Basking
        Ridge, NJ USA 07920

      


      If
        to the
        Company: Megola, Inc.:

      


      Megola
        Inc.

      704
        Mara
        St., Suite 111

      Point
        Edward, ON Canada N7V 1X4

      Fax:
        519.336.0625

      Email:
        irinfo@megola.com

      


      13. 
        Confidentially:
        This
        entire Agreement, including the terms of this Agreement, shall remain
        confidential in its entirety and will not be disclosed to anyone without
        first
        receiving written consent to do so. This is a material part of this
        Agreement.

      


      14. 
        Complete
        Agreement:
        This
        Agreement contains the entire agreement of the parties relating to the subject
        matter hereof. This Agreement and its terms may not be changed orally but
        only
        by an agreement in writing signed by the party against whom enforcement of
        any
        waiver, change, modification, extension or discharge is sought. In the event
        that any particular provision or provisions of this Agreement shall for any
        reason hereafter be determined to be unenforceable, or in violation of any
        law,
        governmental order or regulation, such unenforceability or violation shall
        not
        affect the remaining provisions of this Agreement, which shall continue in
        full
        force and be binding upon the respective parties hereto. The language of
        this
        Agreement shall be construed as a whole, according to its fair meaning and
        intent, and not strictly for or against either party hereto, regardless of
        who
        drafted or was principally responsible for drafting the Agreement or the
        terms
        or conditions hereof

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      AGREED
        TO:

      


      

        
          	
                  Regal
                    Capital Partners, LLC

                	
                  Megola,
                    Inc.

                
	 	 
	
                  Date:
                    November 24, 2008

                	
                  Date:
                    November 24, 2008

                
	 	 
	 	 
	
                  By:                    

                	
                  By:                    

                
	
                    Michael
                    G.
                    Martin

                	
                    Joel
                    Gardner,
                    President

                
	
                    Managing
                    Member