Exhibit
10.1





Natural
Blue Resources, Inc.


Engagement
and Advisory Fee Agreement








Date:
11/9/09


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 on various business prospects for the purpose
of representing the Company in prospective mergers and acquisitions by the
Company for the projects listed in Exhibit “A” (as amended in writing from time
to time) attached hereto and incorporated herein by reference (the “Projects”).
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 a merger or acquisition of the Projects 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
      advancing the Projects.  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 concerning the Projects.  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 preparation,
      submission and processing of the Projects, 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 pursuing any one of the
      mergers or acquisitions listed in Exhibit A.  For each Project
      that signs a letter of intent acceptable to the Company, there shall be a
      non-refundable fee paid to the Firm of $20,000.00. Project that the
      Company subsequently closes on, the Company will pay the Firm a fee of
      $150,000.00 at Closing. Subject to legal review, upon signing this
      agreement James Cohen Sr. or his assigns shall be paid 500,000 shares of
      S-8 stock as retainer fee and shall be issued 300,000 shares of S-8 stock
      at each Closing of each Project or at JEC’s option be granted an option to
      purchase for nominal consideration, 500,000 shares of S-8
      stock.









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,











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”








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