EXHIBIT 10(j)
KADASA LAW FIRM [Signature in Urdu]
ATTORNEYS & LEGAL ADVISORS
TRADEMARK & PATENT AGENTS
LICENCE NO 31/24
FINANCIAL AND LEGAL SERVICES AND ADVICE AGREEMENT
This Agreement is made this day Saturday 05 August 2006 by and between:
1. THE ARABIAN AMERICAN DEVELOPMENT CO., PREVIOUSLY (ARABIAN SHIELD
DEVELOPMENT CO.,) an American Company having its registered office at the
State of Delaware and a branch in Jeddah City registered under the No:
4030097805 dated 81311414 H represented in this Agreement by its
President, Hatem Hussein EI-Khalidi hereinafter referred to as the "First
Party".
2. Legal Advisor. NASSIR ALI KADASA, and the Economic Advisor, DR. IBRAHIM
AL-MOUNIF, hereinafter referred to them separately as the "Advisor" and
collectively as the "Second Party".
Whereas the First Party has got a mining lease to exploit Al Masane area located
in the Southern Kingdom of Saudi Arabia under the Royal Decree No. MI17 dated
1112/1413H for a term of Thirty (30) years according to the Mining Lease
Agreement attached with the said Royal Decree.
Whereas the First Party desires to participate with Saudi partners to form
together a Saudi American company (the Contemplated Company) with object to
exploit the mining lease, and to apply to the Minister of Petroleum and Mineral
Resources to transfer said mining lease to the name of the contemplated company
after being dully formed.
And, whereas the Second Party is able to do the necessary services for this
purpose as follows:
1. To represent the First Party in the negotiations with the Saudi partners
relating to the formation of the contemplated company, and to finalize
with said partners the preparatory steps including the MOU and J.V
agreements.
2. To finalize the necessary procedures to obtain the approval of SAGIA for
the formation of the contemplated company in accordance with the Agreement
dated August 06, 2006, with object to exploit the mining lease, and to
issue the required industrial license.
3. To finalize the necessary procedures to form the contemplated company up
to the issuance of the certificate of incorporation.
4. To apply and obtain the Ministerial resolution of the Minister of
Petroleum and Mineral Resources approving transference of the mining lease
to the name of the contemplated company after being dully incorporated.
2
KADASA LAW FIRM [Signature in Urdu]
ATTORNEYS & LEGAL ADVISORS
NOWTHEREFORE, the Two Parties agree as follows:
FIRST:
The abovementioned recitals shall be considered as an integral part of this
Agreement and constructor of the same.
SECOND:
The Parties shall fulfill the duties hereunder and draw a work plan from time to
time to distribute the responsibilities and functions of each party to achieve
the aim of this agreement.
THIRD:
Each Party shall keep the other party informed with all of his actions and
contacts to avoid inconsistency and insure harmony between the Parties.
FOURTH:
The First Party acknowledges that upon execution of this Agreement the Second
Party shall be the sole responsible and authorized person to perform
abovementioned duties and that the First Party shall no longer be obligated by
any duty similar or contradictory with the above duties.
FIFTH: FEES
With respect to the fees, the Second Party shall be granted without cost, one
million (1.000.000) shares of the First Party's unissued common stock, of which
five hundred thousands (500,000) shares shall be allocated to each advisor
according to the following schedule:
1. The Second Party shall be granted 50% equal to (500.000) shares, that is
(250.000) shares to each advisor, upon issuance of the certificate of
incorporation of the contemplated company and the issuance to it of the
required industrial license.
2. The Second Party shall be granted 25% equal to (250.000), that is
(125.000) shares to each advisor, upon the transfer of the mining lease to
the contemplated company.
3. The Second Party shall be granted 25% equal to (250.000), that is
(125.000) shares to each advisor, upon obtaining the loan from the Saudi
Industrial Development Fund (SIDF).
SIXTH
Duties of the First Party hereunder shall be subject to the approval of its
Board of Directors and the First Party will provide the Second Party with a copy
of the approval as soon as it is issued.
3
KADASA LAW FIRM [Signature in Urdu]
ATTORNEYS & LEGAL ADVISORS
SEVENTH
The term of this Agreement shall be Twelve (12) months from the date of the
Second Party's receipt of the approval mentioned in SIXTH above and receipt of
all required documents to perform the duties of the Second Party, unless the
delay caused by the First Party or agreement is reached in writing by both
parties to renew or extend this agreement.
EIGHTH:
If any dispute arises between the parties in relation to understanding or
performance of this Agreement it shall be solved amicably. If this is not
achieved then the dispute shall be referred to Arbitration according to Saudi
Arbitration Law.
NINTH:
The Second Party acknowledges that it shall not be entitled to any fees or
compensation against his mentioned duties beyond the scope of the stages
mentioned in this Agreement.
FIRST PARTY SECOND PARTY
For: Arabian American Development Co. 1- /s/ Nassir Ali Kadasa
------------------------------
by: Hatem Hussein EI-Khalidi Nassir Ali Kadasa
/s/ Hatem El-Khalidi 2- /s/ Dr. Ibrahim AL-Mounif
- ------------------------------------- ------------------------------
Dr. Ibrahim AL-Mounif