ex10-2.htm


     

    
      Exhibit
10.2

       

      Natural
Blue Resources, Inc.

      Advisory
and Management Fee Agreement

      


      


      


      Date:
11/14/09

      Mr. James
E. Cohen

      JEC
Corp.

      6138 S.
Hampshire Ct.

      Orlando,
Florida 34786

      


      Dear Mr.
Cohen,

      


      This will
confirm Natural Blue Resources Inc. (the “Company”) will engage JEC Corp (the
“Firm”) to represent the Company in creating and managing a new division,
“Natural Blue Steel Inc.” a Nevada Corporation( “Blue Steel”).The Firm and the
Company makes the following representations to each other, acknowledging that
each will rely on these representations.

      


      
        	
                1.

              	
                Preparation
      and Processing Orders The Firm hereby agrees to exercise its best
      efforts to effectuate the creation and managing Natural Blue Steel, Inc.
      for the Company. The Firm shall provide the services of James E. Cohen and
      Joe Corazzi to perform its services as described herein.  The
      Company shall cooperate fully with the Firm in the preparation and
      processing of all documentation reasonably required of it to facilitate
      the creation and operation of Blue Steel.  Without limiting the
      generality of the foregoing, the Firm shall promptly submit to the Company
      working drafts of any and all documents, information and exhibits of any
      and all potential agreements and contracts concerning Blue
      Steel.  The Firm shall make its representatives available for
      meetings and consultations with the Company as reasonably required by the
      Company.

              


      

      


      
        	
                2.  

              	
                Payment
      of Costs, Fees and Expenses - The Company shall pay all reasonable
      costs, fees and expenses incurred in connection with the creation and
      management of Blue Steel, including but not necessarily limited to,
      travel, legal fees, the cost of preparation of all exhibits, all
      reasonable fees and expenses of other retained professionals and advisors.
      The Firm shall provide the Company with advance notice of any such
      anticipated costs or expenses that may exceed ten thousand dollars
      ($10,000) that the Firm anticipates expending in the creation of Blue
      Steel. In consideration of the Firm’s efforts, the Company will pay the
      Firm a fee of $100,000.00 with 20 percent upon the execution of this
      agreement and the balance in the event that Blue Steel being fully
      operational with a minimum gross revenue of $1,000,000.00 or Blue Steel
      receives outside funding in excess of 1 million dollars. In addition,
      Subject to legal review, upon signing this agreement James Cohen Sr. or
      his assigns shall be paid 100,000 shares of S-8 stock or, at JEC’s option,
      be granted an option to purchase, for nominal consideration, 100,000
      shares of S-8 stock.  In consideration, JEC shall also receive
      20% of the Net Gross Proceeds after Direct Transactional Expenses of Blue
      Steel on a monthly basis during Blue Steel’s full operational
      life.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      3.            
Other
Agreements -

      


      3.1.           All
information provided to the Firm by the Company and all information provided to
the Company by the Firm is and shall be truthful, accurate and complete, and
contain no material misrepresentations;

      


      3.2.       The
Company nor the Firm shall be liable for any actions or omissions of each other,
nor for any damages sustained by anyone or any entity as a result
thereof.

      


      3.3.           The
Company and the firm agree that the Firm is a consultant, performing as an
independent contractor, and that no Employee-Employer relationship shall
exist.

      


      3.4.           Non-Circumvent
- In the event that the Firm - or any company or entity affiliated with the Firm
or in which Principals of the Firm are 1a principal or officer - obtains or
procures, either directly or indirectly or through an agent, any proposed
Project, the Company agrees not to circumvent or interfere with the negotiations
in any manner or form.

      


      3.5.           The
Company hereby expressly authorizes the Firm and its employees to contact the
Company’s attorney, accountant and any other agents of the Company in connection
with this Agreement

      


      3.3.           If
the Firm is required to seek collection of compensation required by this
Agreement from the Company, and the Firm is successful in such collection
effort, the Company shall be obligated to reimburse the Firm all costs of
collection including reasonable attorney’s fees, and interest at 18%
annually.  The laws of the State of Florida shall apply to this
contract.

      


      If the
foregoing correctly sets forth our agreement, please so indicate by executing
this letter in the space provided below, and return by overnight
courier

      


      Sincerely,

      


      


      
        By: /S/ Toney
Anaya                    


      

      Toney
Anaya, Chairman & CEO

      Natural
Blue Resources, Inc.

      


      


      Accepted
and Agreed to:

      


      By: /S/                                                                               Date:
November 09, 2009

      James E.
Cohen, Chairman & CEO

      


      For:     JEC
Corp.

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
“A”

      


      


      Enso Steel/ DK Steel