ex10-3.htm


     

    
      Exhibit  10.3

       

      NATURAL
BLUE RESOURCES, INC.

      Acquisition
Agreement

      


      Date:
October 26, 2009

      


      
        	
                The
      Project:

              	
                Enso
      Steel Company LLC, and DK Steel,
Inc

              


      

      


      Dear
Messrs.  Kim & Hunt,

      


           This
will confirm your agreement and the agreement of your respective Companies “ENSO
STEEL COMPANY, LLC” And DK Steel, Inc herein referred to as (the “Companies”)
jointly and severally, to sell all rights and business opportunities relating to
the steel business generally described in exhibit “A” (the “Business”) attached
hereto and incorporated herein by this reference, to Natural Blue Solutions,
Inc. or its assigns, herein referred to as (the “Firm”). The Companies and the
Firm hereby agree to prepare, negotiate and finalize all documents needed to
finalize the acquisition of the Business (the “Acquisition”); however in the
absence of any further documentation this agreement and the terms and conditions
herein shall be binding.

      


       The
Companies grants the following rights and makes certain representations to the
Firm, acknowledging that the Firm will rely on these representations in
attempting to finalize the Acquisition.

      


      
        	
                1.

              	
                GRANT
      OF RIGHTS: The
      Companies hereby grants the Firm the exclusive rights to the
      Business and the Firm hereby agree to exercise its best efforts to
      finalize the Acquisition of the Business. The Companies shall cooperate
      fully with the Firm in the preparation and processing of the necessary
      documents.  Without limiting the generality of the foregoing,
      the Companies shall promptly submit to the Firm copies of any and all
      documents, information and exhibits requested by the Firm or required by
      any Companies contact and used in conjunction for processing of the
      Acquisition.  The Companies shall make its representatives
      available for meetings and consultations with the Firm and/or clients as
      reasonably required by the Firm.

              


      

      


      
        	
                2.  

              	
                DUTIES,
      PAYMENT AND BONUSES:   Mr. Kim and Mr. Hunt shall operate
      the day to day business of the Business. Within five (5) business days
      following the mutual signing of this Agreement Mr. Hunt and Mr. Kim shall
      begin to organize the Business as described in Exhibit “A” and the Firm
      shall pay to Mr. Hunt and Mr. Kim each first month fee of $7,500.00 to be
      used as Mr. Hunt’s and Mr. Kim’s first month compensation and to provide
      him with initial travel and other organizational expense funding.
      Thereafter, for as long as the Companies and Mr. Hunt are operating the
      Business, and the Firm elects to remain in the Business Mr. Hunt and Mr.
      Kim shall each receive a monthly draw of $7500.00 or 10% of the net
      operating profits after taxes and before depreciation, which ever is
      greater.

              


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Also the
Firm shall issue up to a total of 1,600,000.00 shares of Natural Blue Resources
restricted public stock (OTC BB: NTUR), (the “Shares”) as follows:

      


      For a
period of 16 months following the date of this agreement, the Firm
shall   issue to Mr. Hunt and Mr. Kim each Fifty Thousand
(50,000) Shares per month, PROVIDING THAT a.) That the profit as outlined in
exhibit “B” and incorporated herein by this reference, is achieved, plus or
minus a 30% difference in Net Profits, (the “Bonus”) and b.) Mr. Hunt and Mr.
Kim continue to run the Business.

      


      The
Business is hereby authorized to proceed as outlined in “Exhibit “B”. Any
additions or substantial changes must be pre-approved by the Firm in writing.
The Firm shall have the right, but not the obligation to advance any additional
costs and expenses, in which event the Business shall reimburse the Firm prior
to any Bonus being paid to Mr. Hunt. The firm may at anytime elect to terminate
the Business in its sole and absolute discretion.


       

      
        	3.	EXCLUSIVITY
      The Companies hereby grants to the Firm the exclusive right to participate
      in any and all related businesses and opportunities of the
      Business.
	 	 
	4.	OTHER AGREEMENTS AND
      REPRESENTATIONS
	 	 
	 	4.1.        All
      information provided to the Firm by the Companies is and shall be
      truthful, accurate and complete, and contain no material
      misrepresentations;
	 	 
	 	4.2.       
      The Firm shall not be liable for any actions or omissions of any third
      party, nor for any damages sustained by the Companies as a result
      thereof
	 	 
	 	4.3.         Non
      Circumvent - In the event that Companies, or any Companies or entity
      affiliated with Companies or in which the Companies or its
      officers  is a principal or officer, obtains or procures, either
      directly or indirectly or through an agent, any related business or
      financing or investment or monies from any Lender or investor to which the
      Firm has introduced the Companies or otherwise made known to the Companies
      by the Firm, in connection with any project or property, the Companies
      agrees to adhere to the same structure as outlined in paragraph 1
      above.
	 	 
	 	4.4.         It
      is the purpose and intent of this Agreement that the Companies designate
      the Firm as the Companies’ exclusive partner in the Business for the sole,
      express and specific purpose of securing the financing for the Business
      and the remuneration as described in paragraph 1. The Companies shall in
      no way impede the ability of the Firm to finalize and conclude the
      Transaction.


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      4.5.           The
Companies hereby expressly authorizes the Firm and its employees to contact the
Companies’ attorney, accountant and any other agents of the Companies in
connection with the Firm’s assistance of the Companies’
Transaction.  The Companies expressly authorizes the Firm to make any
and all credit inquiries of the Companies and its principals as the Firm in its
discretion deems appropriate and to repeat said information to appropriate
financing sources;

      


      4.6.           If
the Firm is required to seek collection of the compensation from the Companies,
then the Companies shall be obligated to reimburse the Firm for all costs of
collection including reasonable attorney’s fees, and interest at 18%
annually.  The laws of the State of Florida 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 courier to the
address below.

      


      Sincerely,

      
/S/                                                         


      Toney
Anaya

      Chairman

      


      Accepted
and Agreed to:

      


      


      By: /S/                                                                
                                    
          Date: October 26,
2009          

      Signature
of Authorized Representative

      


      Douglas Kim for DK Steel
Inc                          


      Printed
Name

      


      13321 Alondra Blvd
#T                                      


      Address

       

      Santa Fe Springs, CA
90670                             


      


      


      


      By: /S/                                                                                                               Date:
October 26,
2009          

      Signature
of Authorized Representative

      


      Robert Hunt_for ENSO Steel
LLC                   


      Printed
Name

      


      25475 N. Mira Mar
Circle                                  

      Address

       

      Scottsdale, AZ 85255                                       


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXIBIT
“A”

      


      All
contracts for Purchase and or sale of Steel shall be listed here along with any
misc FFE of each business.

      


      Contracts

       
 

      
        	
                1.  

              	
                Purchase
      contract with Demolition Ѐcologie,
      LLC, 385 Broadway
      Avenue,  Bethpage, New York, 11714 for purchase of the
      steel to resell to China Well.

              


      

      
        	
                2.  

              	
                Sales
      contract with China Well Co. Ltd,
      Hong Kong, SAR for USVI unprepared
steel.

              


      

      
        	
                3.  

              	
                Purchase contract
      with United Recycling Company, LLC, 541 Julia Street Suite 302, New
      Orleans, LA 70130 for purchase of
      steel to resell to HS
International.

              


      

      
        	
                4.  

              	
                Pending
      sales contract from HS International Trading Ltd. 305-313 Queen’s Road,
      Central, H.K for New Orleans steel.

              


      

      
        	
                5.  

              	
                Ongoing
      sales contract from Dongkuk Steel Mill Co. Ltd., Union Steel Bldg., 890
      Daechi Dong, Gangnam-Gu, Seoul,
Korea.

              


      

      
        	
                6.  

              	
                Ongoing
      sales contract from Shougang Huaxia International Trading Company Ltd.,
      No. 60 North Street, Beijin, China.

              


      

      
        	
                7.  

              	
                Purchase
      contract with Orgakom Milindo GMBH, Im Ermlisgrund 20-24, 76337 Waldbronn,
      Germany for
      purchase of steel to resell to Dongkuk
Steel.

              


      

       
 

      


      Furniture, Fixtures and
Equipment

      


      ENSO
Steel Company LLC and DK Steel Inc.

      13321
Alondra Blvd #T

      Santa Fe
Springs, CA 90670

      


      1. Desk
Top Computers: 8

      2. Laptop
Computers: 2

      3.
Telephone sets with intercom: 10

      4. Copy
machines: 2

      5. Fax
machines: 2

      6. Desks:
12

      7. Sofa
& table: 1

      8. Large
size color printer and copier: 1

      9.
Telephone lines: 3

      10. Fax
line: 1


      


      Work in
progress

      


      
        	
                1.  

              	
                Companies
      are currently completing a contract with HS International for shipment of
      steel from New Orleans.  The steel is being processed and loaded
      for shipment.  The contract will be completed and by November 1,
      2009.

              


      

      
        	
                2.  

              	
                Steel
      from the US Virgin Islands is being prepared for shipment to China and
      Korea.  Companies expect to have this in place within 30
      days.

              


      

      
        	
                3.  

              	
                Several
      purchase and sales contracts are pending for sales of steel from Puerto
      Rico, Alaska, Germany and Canada for resale to China and Korea. Companies
      expect to have these in place within 60
days.