EXHIBIT 10.2
SAYED CONSULTING, INC.
1370 S. Valley Vista Drive, Suite 125
Diamond Bar, CA 91765
Phone: 909-860-8333
Fax: 909-860-8024
AGREEMENT FOR CONSULTING SERVICES
---------------------------------
Sayed Consulting, Inc. a Nevada Corporation, ("SCI") agrees to provide GEO
Petroleum, Inc. ("Company") with the following services commencing December 4,
1997, and lasting for an initial period of twelve (12) months:
1. SCI will review and analyze all aspects of the Company's investment funding
needs and make recommendations.
2. SCI will review all of the available general information concerning the
Company, as well as all recently published information available relating to the
Company's marketing efforts and develop a marketing strategy.
3. SCI will provide the Company feedback from the investment community and
formulate steps the Company may consider taking in view of such feedback.
4. SCI personnel will be available to the Company to field any calls from firms
and brokers inquiring about the Company.
6. SCI will mail Company materials to potential investors on its marketing lists
and any others provided by the Company.
7. SCI will track the prospect responses and make timely recommendations to the
Company as to the timing and contents of its future advertising projects.
Sayed Consulting, Inc.
Agreement for Consulting Services
- ---------------------------------
Page 2 of 3 PROGRAM GOALS:
1. SCI expects to heighten the public awareness of the existence and merits of
the Company.
2. Networking of the brokerage community with a public relations program to
produce ongoing and amplified results for the Company.
3. Initiate the use of the most effective methods available for disseminating
information about the Company to the investment public.
4. Protect the interests of the Company.
5. Analyze and translate the program results to make recommendations for maximum
efficiency in the use of promotional expenditures.
COMPENSATION:
A. Company will issue pursuant to this Registration Statement and pay to SCI
three thousand fully paid, free-trading shares of GOPL common stock per month
for its services and non-accountable expenses for the duration of the contract
payable by the tenth day of each month. SCI may request Company to reimburse
extra-ordinary expenses which may only be incurred upon advance written approval
by Company.
B. As further consideration for SCI's services, the Company shall sell to SCI up
to 500,000 shares of its stock at $2.07 per share, net of all commissions. All
sales must be completed on or before December 4, 1998, and all rights of SCI to
buy and of Geo to sell said shares shall terminate on said date. Payment for the
shares shall be made by delivery of SCI's promissory notes to Geo in amounts
equal to the aggregate value of the shares purchased from time to time, together
with security agreements executed by SCI as borrower. The notes shall be
non-recourse, secured by the stock purchased, pursuant to the terms of the said
security agreements. The stock certificates, until they are paid for in cash,
shall be subject to restrictions that they are subject to security agreements
securing a promissory note and that a forfeiture or foreclosure may be declared
in the event of non-payment of the note secured by the stock certificate.
C. Each time SCI wishes to sell any of the stock secured by the security
agreements, it shall pay to Geo $2.07 for each share to be released from the
note and security agreement. Upon receipt of such payment, Geo shall release the
shares for which payment has been made. Interest at 8.25% per annum, payable
upon the maturity date of each note, shall be payable on the notes, and shall be
deemed recourse debt. Each note shall be deemed due and payable upon the earlier
of ten days after the date of sale of the stock subject to the note and security
agreement, or December 4, 1998.
ISSUANCE, COMPLIANCE WITH LAW:
The Company will take all necessary steps and file all necessary documents with
the appropriate authorities to give effect to the above provisions concerning
compensation and shall be responsible for all costs and expenses in this
connection.
Agreed and accepted by the parties on December 4, 1997.
Geo Petroleum, Inc. Sayed Consulting, Inc.
- ---------------------------- -------------------------------
Larry R. Burroughs, P. Eng. Waseem A. Sayed, Ph. D.
President and COO President
Sayed Consulting, Inc.