8K

0001393905-13-000273.txt : 20130521 0001393905-13-000273.hdr.sgml : 20130521 20130521115903 ACCESSION NUMBER: 0001393905-13-000273 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20130515 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130521 DATE AS OF CHANGE: 20130521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RECEIVABLE ACQUISITION & MANAGEMENT CORP CENTRAL INDEX KEY: 0000733337 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 133186327 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09370 FILM NUMBER: 13860714 BUSINESS ADDRESS: STREET 1: 140 BROADWAY STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128587590 MAIL ADDRESS: STREET 1: 140 BROADWAY STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: FEMINIQUE CORP DATE OF NAME CHANGE: 19990730 FORMER COMPANY: FORMER CONFORMED NAME: BIOPHARMACEUTICS INC// DATE OF NAME CHANGE: 19990730 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED GENERICS INC /NV/ DATE OF NAME CHANGE: 19880824 8-K 1 rcva_8k.htm CURRENT REPORT 8K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 15, 2013

RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)


001-09370	13-3186327
(Commission File Number)	(IRS Employer Identification No.)

60 E. 42^nd Street, 46^th Floor

New York, NY 10165

(Address of Principal Executive Offices) (Zip Code)

(212) 796-4097

(Registrant's Telephone Number, Including Area Code)

2 Executive Drive, Suite 630

Fort Lee, NJ 07024

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

ITEM 2.01 COMPLETION OF MERGER

On March 29, 2013, Receivable Acquisition & Management Corporation, a Delaware corporation (the “Company”), Cornerstone Program Advisors LLC, a Delaware limited liability company (“Cornerstone”) and Sustainable Energy Industries, Inc. a Delaware corporation (“Sustainable”), entered into a definitive merger agreement (the “Agreement”), hereby incorporated by reference from a Form 8-K filed on April 4, 2013. The merger was completed on May 15, 2013. Pursuant to the terms of the Agreement, two wholly-owned subsidiaries of the Company were separately merged into Sustainable and Cornerstone, with Sustainable and Cornerstone surviving as individual subsidiaries of the Company (the “Merger”). In connection with the Merger, the Company entered into a voluntary share exchange transaction (the “Exchange”) whereby the Company acquired all of the issued and outstanding membership units of Cornerstone and the issued and outstanding shares of Sustainable in exchange for the issuance to the members of Cornerstone (the “Cornerstone Members”) and issuance to the shareholders of Sustainable (the “Sustainable Shareholders”) an aggregate of approximately 176,400,000 shares of Common Stock of the Company. Cornerstone is an energy infrastructure project management company focused on healthcare and higher learning institutions. Sustainable is focused on the alternative energy business, with emphasis on “green” engine technology it has licensed. The Company intends to change its name to Cornerstone Sustainable Energy, Inc. at such time as audited financial statements for Cornerstone are filed under an amendment to this Form 8-K and following shareholder approval.

In accordance with the terms of the Agreement, at the Closing of the Exchange (the “Closing”), the Company shall have no outstanding assets except $50,000 in cash and a certain default judgment awarded to the Company in The Matter of Receivable Acquisition & Management Corp. vs. Airbak Technologies, LLC & Phillip Troy Christy, individually and as a member of Airbak Technologies, LLC (Civil No. 11-4330 (FSH) (PS) in the U.S. District Court of New Jersey, in the amount of $299,000 plus post-judgment interest and no outstanding liabilities. Of that amount, $100,000 is attributable to Mr. Ramesh Arora and that amount will have to be paid out to him upon recovery on the judgment. Immediately prior to Closing, the Company’s officers resigned, and immediately thereafter the Company will be managed by Cornerstone’s and Sustainable’s current management. Prior to the Closing there were approximately 19,600,000 shares of common stock issued and outstanding and there are currently approximately 196 million shares issued and outstanding.

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES

Pursuant to the Merger described in 2.01 above, the Company issued approximately 176,400,000 shares of common stock to the Cornerstone and Sustainable shareholders (the “Shares”).

The Shares have a par value of $.001 per share. No discounts or commissions were paid and no underwriters or placement agents were involved in the issuance of the Shares.

All of the Shares described above were exempt from registration pursuant to the exemption set forth in Section 4(a)(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, as amended as not involving any public offering.

ITEM 5.02 RESIGNATIONS OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS, APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENT OF CERTAIN OFFICERS

(a)

Gobin Sahney and Steven Lowe both resigned as directors of Company on May 15, 2013 in connection with and as a result of the Merger.

(b)

Max Khan resigned as Chief Executive Officer, President and Chief Financial Officer of the Company on May 15, 2013, however, remained a director.

(c)

Thomas Telegades, age 57, was appointed Chief Executive Officer of the Company on May 15, 2013. Since September 2006, Thomas has served as the managing member of Cornerstone Program Advisors LLC, an energy infrastructure project management company focused on healthcare and higher learning institutions, which became a subsidiary of the Company as a result of the Merger. Mr. Telegades has an MBA from Fairleigh Dickinson University and has a BAS from Florida Atlantic University.

Peter Fazio, age 60, was appointed Chief Operating Officer of the Company on May 15, 2013. Since June 2008, Peter has served as Chief Executive Officer of Sustainable Energy Industries Inc., and its predecessor Sustainable Energy Industries, LLC an alternative energy business, with emphasis on “green” engine technology, which became a subsidiary of the Company as a result of the Merger. From February 2009 until February 2011, Peter was Vice President of New Construction for Schlesinger/Siemens. Peter has more than twenty-five (25) years of experience in sales, management, employee relations, cost control and project management, and will continue in these roles with the Company.

(d)

Thomas Telegades and Peter Fazio were both elected as directors of the Company on May 15, 2013 pursuant to the Agreement.

(e)

The Company entered into a consulting agreement with Thomas Telegades under which Thomas shall serve on a full-time basis as Chief Executive Officer for a three year term beginning on May 15, 2013. Thomas shall be paid an annual compensation of $150,000 for his services. The consulting agreement includes non-competition and non-solicitation provisions which expire the latter of three years from May 15, 2013, or one year following his termination or voluntary resignation.

The Company entered into a consulting agreement with Peter Fazio, under which Peter shall serve on a full-time basis as Chief Operating Officer of the Company for a three year term beginning on May 15, 2013. Peter shall be paid annual compensation of $150,000 for his services. The consulting agreement includes non-competition and non-solicitation provisions which expire the latter of three years from May 15, 2013, or one year following his termination or voluntary resignation.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(a)

Financial Statements of Business Acquired.

In accordance with Item 9.01(a)(4) of Form 8-K, the Company will file the financial statements of Sustainable and Cornerstone, the businesses acquired, as required by Item 9.01(a)(1) within seventy-one days after the due date of May 21, 2013, for this Report concerning the closing of the transaction on May 15, 2013.

(b)

Pro Forma Financial Information.

In accordance with Item 9.01(b)(2) of Form 8-K, the Company will file the pro forma financial information required by Item 9.01(b)(1) within seventy-one days after the due date of May 21, 2013, for this Report concerning the closing of the transaction on May 15. 2013.

(d)

Exhibits.

Exhibit Number

Description

2.01

Merger Agreement dated March 29, 2013 by and among the Company, Cornerstone Program Advisors LLC and Sustainable Energy Industries, Inc. (1)

2.02

Agreement and Plan of Merger by and between, Sustainable Acquisition Corp. and Sustainable Energy Industries, Inc.

2.03

Agreement and Plan on Merger between Cornerstone Acquisition Corp. and Cornerstone Program Advisors, LLC.

10.1

Consulting Agreement Dated as of May 15, 2013 by and between the Company and Tom Telegades.

10.2

Consulting Agreement Dated as of May 15, 2013 by and between the Company and Peter Fazio.

_____________________

(1)

Incorporated by reference for the Company’s Form 8-K for March 29, 2013 filed with the SEC on April 4, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 21, 2013	RECEIVABLE ACQUISITION & MANAGEMENT CORPORATION


	By: /s/ Thomas Telegades
	Name: Thomas Telegades
	Title: Chief Executive Officer

EX-2.2 2 rcva_ex202.htm AGREEMENT AND PLAN OF MERGER ex2.02

EXHIBIT 2.02

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of May 15, 2013 by and between SUSTAINABLE ACQUISITION CORP., a New York corporation with an address at 2 Executive Drive, Suite 630, Fort Lee, New Jersey 07024 (“Merged Corporation”), and SUSTAINABLE ENERGY INDUSTRIES, INC., a New York corporation, with an address at 575 Lexington Avenue, 4^th FL, New York, New York 10022 (“Surviving Corporation”).

WITNESSETH

WHEREAS, upon the terms and subject to the conditions of this Agreement, and in accordance with Section 904 of the New York Business Corporation Law (“New York Law”), the Merged Corporation will be merged with and consolidated into the Surviving Corporation (the “Merger”);

WHEREAS, the Board of Directors of the Merged Corporation has approved and adopted this Agreement and approved the Merger and other transactions contemplated by this Agreement; and

WHEREAS, the Board of Directors of the Surviving Corporation has approved and adopted this Agreement and approved the Merger and other transactions contemplated by this Agreement.

NOW, THEREFORE, in consideration of the covenants, premises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

The Merger.

At the Effective Time (as defined in Section 2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of New York Law, the Merged Corporation shall be merged with and into the Surviving Corporation, the separate corporate existence of the Merged Corporation shall cease, and the Surviving Corporation shall continue as the surviving corporation.

Effective Time. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the “Certificate of Merger”) with the Department of State of the State of New York in accordance with the relevant provisions of New York Law at any time within ten days after the date of this Agreement or such later time as may be agreed in writing by the parties and specified in the Certificate of Merger (the time of the acceptance of the Certificate of Merger by the New York Department of State being referred to in this Agreement as the “Effective Time”).

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of New York Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Merged Corporation shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Merged Corporation shall become the debts, liabilities and duties of the Surviving Corporation.

Certificate of Incorporation; Bylaws.

(a)

At the Effective Time, the Certificate of Incorporation of the Surviving Corporation, as in effect immediately prior to the Effective Time, shall remain the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law.

(b)

At the Effective Time, the by-laws of the Surviving Corporation as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended as provided by law and such by-laws.

Directors and Officers. The directors of the Merged Corporation and the Surviving Corporation in office immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to serve in such capacity until the next annual meeting of the shareholders of the Surviving Corporation, their death, resignation or removal. The officers of the Merged Corporation and Surviving Corporation immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to serve in such capacity at the pleasure of the board of directors of the Surviving Corporation.

Effect on Common Stock.

(a)

Cancellation of the Merged Corporation’s Common Stock. Each share of the Merged Corporation’s Common Stock (i) held in the treasury of the Merged Corporation; (ii) owned and/or controlled by the Surviving Corporation and/or (iii) owned and/or controlled by any affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) of the Surviving Corporation immediately prior to the Effective Time shall, at the Effective Time, be cancelled and extinguished without any conversion thereof or compensation therefor.

Representations and Warranties. The Merged Corporation on the one hand

and the Surviving Corporation on the other hand, shall each represent to the other that:

(a)

Organization.

The Surviving Corporation and the Merged Corporation are corporations duly organized, validly existing and in good standing under the laws of the State of New York.

(b)

Authority. The Surviving Corporation and the Merged Corporation each has all necessary power and authority to execute and deliver this Agreement and to carry out each parties obligations under this Agreement. This Agreement has been duly executed and delivered by the Surviving Corporation and the Merged Corporation assuming the due authorization, execution and delivery by each party, subject only to the filing of the Certificate of Merger pursuant to New York Law, constitutes the legal, valid and binding obligation of the Surviving Corporation and the Merged Corporation, enforceable against the Surviving Corporation and the Merged Corporation in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or (ii) by general equitable principles.

(c)

Board of Directors Approval. This Agreement has been approved and adopted by the Board of Directors of each of the Merged Corporation and the Surviving Corporation.

(d)

Shareholder Approval. This Agreement shall be approve and adopted and the Merger shall have been duly approved, by the requisite vote under New York Law by the shareholders of the Merged Corporation.

The Merged Corporation and the Surviving Corporation hereby stipulate that they will cause to be executed and filed any document or documents prescribed by the laws of the State of New York, and that they will perform or cause to be performed all necessary acts therein and elsewhere to effectuate the Merger.

No amendments or changes to the certificate of incorporation of the Surviving Corporation are effected by this Agreement or by the Certificate of Merger filed pursuant hereto.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, we have executed this Agreement as of the day and year first above written.

Surviving Corporation:

SUSTAINABLE ENERGY INDUSTRIES, INC.

By:/s/ Peter Fazio

Name: Peter Fazio

Title: CEO

Merged Corporation:

SUSTAINABLE ACQUISITION CORP.

By:/s/ Max Khan

Name: Max Khan

Title: CEO

Schedule A


ENTITY	DATE OF INCORPORATION	NUMBER OF SHARES AUTHORIZED	NUMBER ISSUED
Sustainable Energy Industries, Inc.	April 3, 2013	200	100
Sustainable Acquisition Corp.	April 3, 2013	200	100

EX-2.3 3 rcva_ex203.htm AGREEMENT AND PLAN OF MERGER ex2.03

EXHIBIT 2.03

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is dated as of May 15, 2013, by and among CORNERSTONE ACQUISITION CORP., a Delaware corporation (“Merged Corp.”) and CORNERSTONE PROGRAM ADVISORS, LLC, a Delaware limited liability company (“Surviving LLC”).

WITNESSETH

WHEREAS, upon the terms and subject to the conditions of this Agreement, and in accordance with Section 264(c) of the Delaware General Corporation Law (“DGCL”) and Section 18-209 of the Delaware Limited Liability Company Act (“LLC Act”, and together with the DGCL, collectively referred to as “Delaware Law”), Merged Corp. will be merged with and consolidated into Surviving LLC (the “Merger”);

WHEREAS, the Board of Directors of Merged Corp. has approved and adopted this Agreement and approved the Merger and other transactions contemplated by this Agreement; and

WHEREAS, the members of Surviving LLC has approved and adopted this Agreement and approved the Merger contemplated by this Agreement.

The Merger.

At the Effective Time (as defined in Section 2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merged Corp. shall be merged with and into Surviving LLC, the separate corporate existence of Merged Corp. shall cease, and Surviving LLC shall continue as the surviving limited liability company.

Effective Time. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law on the date hereof or such later time as may be agreed in writing by the parties and specified in the Certificate of Merger (the time of the acceptance and effectiveness of the Certificate of Merger by the Delaware Department of State being referred to in this Agreement as the “Effective Time”).

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Merged Corp. shall vest in Surviving LLC, and all debts,

liabilities and duties of the Merged Corp. shall become the debts, liabilities and duties of Surviving LLC.

Certificate of Incorporation; Bylaws. At the Effective Time, the Operating Agreement of Surviving LLC, as in effect immediately prior to the Effective Time, shall remain the Operating Agreement of the Surviving LLC until thereafter amended as provided by law.

Managing Member and Officers. The Managing Member of Surviving LLC in office immediately prior to the Effective Time shall be the Managing Member of the Surviving LLC, to serve in such capacity in accordance with the terms of the Operating Agreement of the Surviving LLC. The officers of Surviving LLC and Merged Corp. immediately prior to the Effective Time shall be the officers of the Surviving LLC, each to serve in such capacity at the pleasure of the Managing Member of the Surviving LLC in accordance with the Operating Agreement of the Surviving LLC.

Effect on Common Stock/ Membership Interest.

(a)

Cancellation of Merged Corp.’s Common Stock. Each share of Merged Corp.’s Common Stock (i) held in the treasury of Merged Corp.; (ii) owned and/or controlled by the members of Surviving LLC and/or (iii) owned and/or controlled by any affiliates or associates (as such terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the members of Surviving LLC immediately prior to the Effective Time shall, at the Effective Time, be cancelled and extinguished without any conversion thereof or compensation therefor.

(b)

The shareholders of Merged Corp. shall own 100% of the Membership Interests of Surviving LLC.

Representations and Warranties. Merged Corp. on the one hand and Surviving LLC on the other hand, represent to the other that:

(a)

Organization.

Each of Surviving LLC and Merged Corp. is duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b)

Authority. Each of Surviving LLC and Merged Corp. has all necessary power and authority to execute and deliver this Agreement and to carry out each parties obligations under this Agreement. This Agreement has been duly executed and delivered by each of Surviving LLC and Merged Corp. assuming the due authorization, execution and delivery by each party, subject only to the filing of the Certificate of Merger pursuant to Delaware Law, constitutes the legal, valid and binding obligation of Surviving LLC and Merged Corp., enforceable against Surviving LLC and Merged Corp. in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or (ii) by general equitable principles.

(c)

Board of Directors Approval. This Agreement has been approved and adopted by the Board of Directors of Merged Corp.

(d)

Shareholder Approval. This Agreement shall be approve and adopted and the Merger shall have been duly approved, by the unanimous vote under DGCL by the shareholders of Merged Corp.

(e)

Member Approval. This Agreement has been approved and adopted by the members of Surviving LLC.

Merged Corp. and the Surviving LLC hereby stipulate that they will cause to be executed and filed any document or documents prescribed by the laws of the State of Delaware, and that they will perform or cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

No amendments or changes to the operating agreement of the Surviving LLC are effected by this Agreement or by the Certificate of Merger filed pursuant hereto.

IN WITNESS WHEREOF, we have executed this Agreement as of the day and year first above written.

[SIGNATURE PAGE TO FOLLOW]


Dated as of: May 15, 2013	Surviving Entity: CORNERSTONE PROGRAM ADVISORS, LLC By: /s/ Thomas Telegades Name: Thomas Telegades Title: Managing Member
	Merged Entity:
Dated as of: May 15, 2013	CORNERSTONE ACQUISITION CORP. By: /s/ Max Khan Name: Max Khan Title: Chief Executive Officer

EX-10.1 4 rcva_ex1001.htm CONSULTING AGREEMENT ex10.01

EXHIBIT 10.01

CONSULTING AGREEMENT

CONSULTING AGREEMENT (the “Agreement”) dated as of May 15, 2013 (the “Effective Date”) by and between Receivable Acquisition & Management Corporation (d/b/a Cornerstone Sustainable Energy) a Delaware corporation (the “Company”) and Thomas Telegades (the “Consultant”) (collectively, the “Parties”).

WHEREAS, in connection with the merger agreement by and among Receivable Acquisition and Management Corporation; Cornerstone Program Advisors, LLC; Cornerstone Acquisition Corp.; Sustainable Energy Industries, Inc.; and Sustainable Acquisition Corp., dated as of March 29, 2013 (the “Merger Agreement”), the Company desires to engage the Consultant and to enter into an agreement embodying the terms of such engagement; and

WHEREAS, Consultant desires to continue providing services to the Company on the terms and conditions set forth herein and enter into such agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

Consulting Services.

Independent Contractor. The Company hereby retains the Consultant as an independent contractor to the Company and the Consultant hereby accepts and agrees to such retention. Nothing contained herein shall be considered as creating an employer-employee relationship between the parties to this Agreement. This Agreement shall constitute a binding agreement between the parties as of the date hereof.

Term of the Agreement. The term of this Agreement shall commence on the date first set forth above and shall continue until terminated pursuant to Paragraph 7 below (the “Term”).

Duties.

The services provided by Consultant shall be those generally associated with a Chief Executive Officer of a corporation engaged in clean tech energy or other comparable industry and other duties as shall be determined from time to time by the Company’s Board of Directors consistent with Consultant’s position.

During the Term, Consultant will devote substantially all of his business time and efforts to the performance of Consultant’s duties hereunder, and will not engage in any other business, profession or occupation which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Manager, which consent shall not unreasonably be withheld. Consultant may: (i) engage in personal investment activities (including for Consultant’s immediate family); (ii) serve on the boards of nonprofit organizations and business entities; and/or (iii) be involved in other organizations, in each case provided that any of such activities do not materially interfere with Consultant’s performance of his duties for the Company or create a conflict of interest with that of the Company.

Subject to such travel as the performance of Consultant’s duties may reasonably require, Consultant shall perform the duties required of him by this Agreement in New York City or other location as deemed necessary by the Company.

Compensation.

(a)

Base Compensation. The Company shall pay to Consultant or his designee a gross base compensation of no greater than $150,000 per year in the first year, and in subsequent years no greater than an average of that of persons in similar positions in comparable firms of comparable size, revenue and profitability in the same industry. Consultant’s gross base compensation, as in effect from time to time, is hereinafter referred to as the “Base Compensation.” Consultant’s Base Compensation shall be paid biweekly. No increase to Base Compensation shall be used to offset or otherwise reduce any obligations of the Company to Consultant hereunder or otherwise. The Company shall not make social security, worker’s compensation or unemployment insurance payments on behalf of Consultant with regard to any compensation or bonus paid by the Company to Consultant.

(b)

Discretionary Bonus. During the Term, the Company may pay to Consultant or his designee an annual bonus at a time and in an amount determined by the Company at the sole discretion of the Company’s Board of Directors (the “Annual Discretionary Bonus”).

Benefits and Insurance.

Consultant Benefits. During the Term, Consultant shall be entitled to participate in the Company’s employee benefit plans (other than any annual bonus or other compensation or severance plans or programs, which benefits are set forth in this Agreement) as in effect from time to time (collectively “Consultant Benefits”), on the same basis as those benefits are generally made available to Company officers The Company reserves the right to change or cancel any Consultant Benefits at its sole discretion, except as specifically set forth in this Agreement.

Directors and Officers Liability Insurance. During the Term, and for a reasonable period (not less than one year) thereafter, the Company shall maintain Directors and Officers liability insurance coverage for Consultant, if available, in a total coverage amount determined by the Company’s Board of Directors to be reasonable, provided that, if Consultant’s engagement is terminated for “Cause” or Consultant resigns his engagement without “Good Reason,” each term as defined herein, the Company may, at its discretion, elect not to maintain Directors and Officers liability insurance coverage for Consultant after Consultant’s termination date.

Business Expenses.

During the Term, reasonable and customary business expenses, including but not limited to travel expenses, incurred by Consultant in the performance of Consultant’s duties hereunder shall be reimbursed by the Company in accordance with Company policies. As a condition to reimbursement, Consultant shall submit all supporting documentation concerning such business expenses.

Vacations.

During the Term, Consultant shall be entitled to a minimum of 21 and a maximum of 28 days of vacation annually. Any unused vacation shall be paid to Consultant annually in the form of pro rata Base Compensation. No vacation time may be carried over from year to year.

Termination.

The Term and Consultant’s engagement hereunder shall continue for three years from the effective date of this Agreement, unless terminated earlier by the Company or by Consultant pursuant to this Paragraph 7. The Company and Consultant agree to enter into negotiations for any successor agreement or extension of the Term no later than three months prior to the expiration of the Term.

Termination By the Company For Cause; Resignation By Consultant Without Good Reason.

(i)

The Term and Consultant’s engagement hereunder may be terminated by the Company for Cause, provided that the procedures set forth in 7(a)(ii) are complied with. Additionally, Consultant’s engagement shall terminate automatically upon Consultant’s resignation without Good Reason (as hereinafter defined).

(ii)

For purposes of this Agreement, “Cause” shall mean: (A) Consultant’s willful misconduct in the performance of Consultant’s duties hereunder that has an adverse effect on the Company; (B) Consultant’s conviction of, or plea of nolo contendere to a felony under the laws of the United States or any state thereof or a misdemeanor involving moral turpitude; or (C) Consultant’s willful malfeasance or willful misconduct in connection with Consultant’s duties hereunder which is materially injurious to the financial condition or business reputation of the Company; provided, that no such termination shall be effective as a termination for “Cause” unless the following procedures are satisfied: Consultant shall be given written notice by the Board of its intention to terminate Consultant’s engagement for Cause, stating the grounds for such purported termination. If the grounds fall within the scope of (A) or (C) herein, Consultant shall have thirty (30) days after receiving such notice to fully cure to the satisfaction of the Manager. If Consultant fails to fully cure as described herein within thirty (30) days after receiving such notice, Consultant’s engagement shall thereupon be terminated for Cause. Such determination shall be subject to review, at Consultant’s election, through arbitration in accordance with Paragraph 15.

(iii)

If Consultant’s engagement is terminated by the Company for Cause or if Consultant resigns without Good Reason (as hereinafter defined), Consultant shall be entitled only to receive:

(A)

Consultant’s Base Compensation through the date of Consultant’s termination, paid in one lump sum within two weeks immediately following Consultant’s date of termination;

(B)

any of Consultant’s Annual Discretionary Bonus declared or earned, but not yet paid, as of the date of Consultant’s termination, paid in one lump sum within two weeks immediately following Consultant’s date of termination;

(C)

reimbursement for any business expenses properly incurred by Consultant in accordance with Company policy prior to the date of Consultant’s termination;

(D)

if Consultant resigns his engagement without Good Reason, payment of any accrued but unused vacation days, provided that Consultant provides the Company with 30 days’ prior written notice of such resignation, and

(E)

such Consultant Benefits, if any, pursuant to Paragraph 4 herein as to which Consultant may be entitled as of the effective date of termination under the employee benefit plans of the Company;

The amounts described in clauses (A) through (E) herein being referred to as the “Accrued Rights”.

Termination by the Company Without Cause or Resignation by Consultant for Good Reason.

(i)

The Term and Consultant’s engagement hereunder may be terminated by the Company without Cause or by Consultant’s resignation for Good Reason (as defined below).

(ii)

For purposes of this Agreement, “Good Reason” shall mean only: (A) the failure of the Company to pay or cause to be paid, or to provide or cause to be provided, any part of Consultant’s compensation, benefits or perquisites when due hereunder; (B) any diminution in Consultant’s title, position, authority responsibilities from those described herein; or (C) failure of any successor company that acquires assets or stock of the Company to assume the Agreement and the obligations thereunder; provided that the events described in clauses (A) through (C) herein shall constitute Good Reason only if the Company fails to cure such event to Consultant’s reasonable satisfaction within 30 days after receipt from Consultant of written notice of the event which constitutes Good

Reason. Consultant’s determination that Good Reason exists shall be subject to review, at the Company’s election, through arbitration in accordance with Paragraph 15 herein.

(iii)

If Consultant’s engagement is terminated by the Company without Cause, or if Consultant resigns for Good Reason, Consultant shall only be entitled to receive:

(A)

Consultant’s Base Compensation through the earlier of the end of three years or the date of termination, payable in equal installments;

(B)

Consultant’s Annual Discretionary Bonus, through the end of three years, equal to the amount of the Annual Discretionary Bonus paid to Consultant for the Annual Discretionary Bonus year immediately preceding Consultant’s termination date, paid in one lump sum within two weeks immediately following Consultant’s date of termination;

(C)

reimbursement for any business expenses properly incurred by Consultant in accordance with Company policy prior to the date of Consultant’s termination within two weeks immediately following Consultant’s date of termination;

(D)

payment of any accrued but unused vacation days within two weeks immediately following Consultant’s date of termination;

(E)

such Consultant Benefits, if any, pursuant to Paragraph 4 herein as to which Consultant may be entitled as of the effective date of termination under the employee benefit plans of the Company;

(F)

payment of premiums by the Company for health insurance coverage equivalent to that provided pursuant to the Company’s benefit plans customarily offered to officers of the Company for a period of twelve (12) months after Consultant’s termination date; and

(G)

Directors and Officers liability insurance coverage in a total coverage amount determined by the Manager to be reasonable for a one-year period after Consultant’s termination date.

Termination Due to Change in Control.

(i) The Term and Consultant’s engagement hereunder may be terminated by Consultant upon a Change in Control (as defined below) of the Company. For purposes of this Agreement, “Change in Control” shall occur in the event that, (A) during any period commencing six (6) months after the date of this Agreement, the Board or any affiliate thereof and/or individuals who were recommended by the Board to succeed as Board members are no longer the Board of Directors of the Company; (B) any person who is not currently such becomes the beneficial owner, directly or indirectly, of securities of the Company representing at least 50% of the combined voting power of the Company’s then outstanding voting securities; (C) any merger (other than a merger where the Company is the survivor and there is no accompanying Change in Control under clause (B) of this Paragraph 7(c)(i), consolidation, liquidation or dissolution of the Company; or (D) the sale of all or substantially all of the assets of the Company. If Consultant’s engagement is terminated by Consultant due to a Change in Control, Consultant shall be entitled to receive the rights enumerated under 7(b) through the effective date of the Change of Control.

Termination Due to Disability or Death.

(i) The Term and Consultant’s engagement hereunder shall terminate upon Consultant’s death and may be terminated by the Company if Consultant becomes physically or mentally incapacitated and is therefore unable for a period of three months consecutive months or for an aggregate of six (6) months in any twelve month period to perform the essential functions of Consultant’s position (such incapacity is hereinafter referred to as “Disability”). The determination of Disability made in writing to the Company and Consultant shall be final and conclusive for all purposes of the Agreement.

(ii) Upon termination of Consultant’s engagement hereunder for either Disability or death, Consultant or Consultant’s estate (as the case may be) shall be entitled only to receive the Accrued Rights.

Notice of Termination.

Any purported termination of engagement by the Company or by Consultant (other than due to Consultant’s death) shall be communicated by written Notice of Termination to the other party. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of engagement under the provision so indicated, provided that the procedures set forth in Paragraph 7(a)(ii) or 7(b)(ii) herein must be complied with in respect of any termination of Consultant’s engagement for “Cause” or any resignation by Consultant for “Good Reason.”

Manager/Committee Resignation. Upon termination of the Term and Consultant’s engagement for any reason, Consultant agrees to resign, as of the date of such termination and to the extent applicable, as an officer or member of any committee of the Company and the Company’s subsidiaries.

Non-Competition.

Consultant acknowledges and recognizes the highly competitive nature of the business of the Company and that he provides essential and unique services to the Company. Accordingly, despite that the terms contained herein may limit Consultant’s ability to engage in certain business pursuits during the Restricted Period (as defined below), Consultant hereby agrees as follows:

During the Term and for three years from the Effective Date (or any extension thereof) or one (1) year following the termination of Consultant’s engagement with the Company for any reason or a voluntary resignation by Consultant, each within one (1) year of a Change of Control (as defined herein) of the Company, whichever period is longer (the “Restricted Period”), Consultant will not, whether on Consultant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company and customers, clients, suppliers, partners, members or investors of the Company.

It is expressly understood and agreed that although Consultant and the Company consider the restrictions contained in this Paragraph 8 to be reasonable, if a final determination is made by an arbitrator or arbitrators, or by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Consultant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

Non-Solicitation.

During the Restricted Period (as defined above), Consultant will not, whether on Consultant’s own behalf or on behalf of or in conjunction with any Person (as defined above):

(i) directly or indirectly solicit or encourage any employee of the Company to leave the engagement of the Company; or enter into an employment agreement or independent contractor agreement with any such employee;

(ii) directly or indirectly, encourage any consultant then under contract with the Company to cease to work with the Company;

(iii) directly or indirectly, encourage any of the Company’s customers or suppliers to cease doing business or reduce the amount of business it does with the Company.

It is expressly understood and agreed that although Consultant and the Company consider the restrictions contained in this Paragraph 9 to be reasonable, if a final determination is made by an arbitrator or arbitrators, or by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Consultant, the provisions of this Agreement shall not be rendered void, but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

10.

Confidential Information.

Consultant will not at any time (whether during or after Consultant’s engagement with the Company) retain or use for the benefit, purposes or account of Consultant or any other Person or disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations or as otherwise required in connection with the proper performance of his duties on behalf of the Company), any non-public, proprietary or confidential information – including without limitation trade secrets, know-how, research and development, strategies, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, profits, pricing, costs, products, services, vendors, customers, clients, partners, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions – concerning the past, current or future business, activities and operations of the Company and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Company.

“Confidential Information” shall not include any information that is: (a) generally known to the industry or the public other than as a result of Consultant’s breach of this covenant or any breach of other confidentiality obligations by third parties; (b) made legitimately available to Consultant by a third party without breach of any confidentiality obligation; (c) required by law or legal process to be disclosed; or (d) previously known to Consultant prior to his engagement with the Company; provided that Consultant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment at the Company’s sole expense.

Except as required by law, Consultant will not disclose to anyone, other than Consultant’s immediate family and legal and other professional advisors, or as he may be compelled by law or legal process, the contents of this Agreement; provided that Consultant may disclose to any prospective future employer the provisions of Paragraphs 8, 9 and 10 of this Agreement provided they agree to maintain the confidentiality of such terms, and may disclose the contents of this Agreement in order to enforce its terms.

Upon termination of Consultant’s engagement with the Company for any reason, Consultant shall cease and not thereafter commence use of any Confidential Information owned or used by the Company, and upon notification from the Company shall destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Consultant’s possession or control (including any of the foregoing stored or located in Consultant’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or is otherwise the property of the Company, except that Consultant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

The provisions of this Paragraph 10 shall survive the termination of Consultant’s engagement with the Company for any reason.

11.

Intellectual Property.

If Consultant creates, invents, designs, develops, contributes to or improves any United States or foreign works of authorship, design, program, software, source code, inventions, materials, documents, inventions, trade secrets, processes, patent applications, patents, know-how, copyrightable subject matter, and/or other intellectual property or work product of any kind (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials), either alone or with third parties, at any time during the Term and within the scope of Consultant’s engagement and/or with the use of any the Company resources (“Company Works”), Consultant shall promptly and fully disclose same to the Company, hereby irrevocably relinquishes for the benefit of the Company and its assigns any rights Consultant may have to the Company Works, and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by

applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company, without further consideration; all unless specifically exempted by the Board of Directors.

During or after the Term, Consultant shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works.

The provisions of this Paragraph 11 shall survive the termination of Consultant’s engagement for any reason.

12.

Specific Performance. Consultant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Paragraphs 8, 9, 10 or 11 would be inadequate and the Company would suffer irreparable damages as a result of such breach. In recognition of this fact, Consultant agrees that, in the event of such a breach, in addition to any remedies at law, the Company, without posting any bond, and without the necessity of proof of actual damages, shall be entitled to obtain injunctive relief restraining any threatened or further breach, or any other equitable remedy which may then be available.

13.

Indemnification.

The Company shall defend, indemnify and hold harmless Consultant to the fullest extent of the law from and against any and all loss, liability, damage or expense (including reasonable attorney’s fees and expenses incurred in connection with the investigation, defense or negotiation of a settlement thereof or otherwise) (collectively, “Losses”) arising from any claim or threatened claim by any third party with respect to, or in any way related to, the Company, this Agreement or Consultant’s services hereunder (collectively “Claim”). Consultant shall give the Company prompt notice of any such Claim known to him, and the Company, in its sole discretion, then may take such action as it deems advisable to defend the Claim on behalf of the Consultant. (The failure by Consultant to give such a prompt notice shall not affect the right to indemnification except to the extent the Company is materially prejudiced thereby.) The Company shall have the sole and exclusive right to use counsel of its own choosing, shall control the defense of any such Claim in all respects, and shall have the sole and exclusive right to negotiate and settle any such Claim on behalf of Consultant. Notwithstanding the foregoing, Consultant shall have the right to employ his own legal counsel in defense of any Claim, with the reasonable fees and expenses of such counsel to be paid by the Company, provided that the Company determines that there exists a conflict of interest by reason of having common counsel in any such Claim. Consultant shall cooperate fully with the Company and its counsel in all respects in connection with the defense of any Claim and in any attempt made to settle the matter. Such indemnification shall be deemed to apply solely to (a) the amount of the judgment, if any, against Consultant, (b) any sums paid by Consultant in settlement, and (c) the expenses (including reasonable attorneys’ fees and expenses) incurred by

Consultant in connection with its defense. Notwithstanding anything to the contrary contained herein, Consultant shall not be entitled to indemnification for Losses under this Paragraph 13 for any claim or allegation made by the Company against Consultant arising out of Consultant’s breach of this Agreement; or if it is adjudicated by a court of competent jurisdiction that any Losses were the direct result of the gross negligence or willful misconduct by Consultant and, if so proven, Consultant shall reimburse the Company for the costs of defense incurred by the Company.

Notwithstanding anything elsewhere to the contrary, this Paragraph 13 shall survive the termination of this Agreement and shall survive any termination of Consultant’s engagement.

14.

No Mitigation; No Set Off.

In the event of any termination of engagement hereunder, Consultant shall be under no obligation to seek other engagement and there shall be no offset against any amounts due Consultant under this Agreement on account of any remuneration attributable to any subsequent engagement that Consultant may obtain.

15.

Arbitration. Any dispute between the parties arising out of this Agreement, including but not limited to any dispute regarding any aspect of this Agreement, its formation, validity, interpretation, effect, performance or breach, or the Consultant’s engagement (“Arbitrable Dispute”) shall be submitted to arbitration in the City of New York, pursuant to the Rules of the American Arbitration Association, before a single experienced engagement arbitrator who is either licensed to practice law in New York, or is a retired judge. The arbitrator in any Arbitrable Dispute shall not have authority to modify or change this Agreement in any respect. The Company shall be responsible for payment of the amount of the fees of the American Arbitration Association and the arbitrator. In the event the arbitrator specifically finds that any claim or defense of either party is unreasonable, he may in his discretion direct that reasonable legal fees of the prevailing party be paid by the non-prevailing party. The arbitrator’s decision and/or award will be fully enforceable and subject to entry of judgment by any court of competent jurisdiction. Notwithstanding the provisions of this Paragraph 15, the Company may, at its sole discretion seek appropriate injunctive relief for Consultant’s breach of Paragraphs 8. 9, 10 or 11 in the Supreme Court of the State of New York and New York Counties and the United States District Court for the Southern District of New York. Consultant hereby consents to the jurisdiction and venue of such courts for all such controversies.

15.

Miscellaneous.

Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

Entire Agreement/Amendments.

This Agreement contains the entire understanding of the parties with respect to the engagement of Consultant by the Company. There are no restrictions, agreements, promises, warranties, covenants or

undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. Any conflict between the terms of this Agreement and the Merger Agreement shall be governed by the terms of this Agreement.

No Waiver.

The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

Severability.

In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

Assignment.

This Agreement, and all of Consultant’s rights and duties hereunder, shall not be assignable or delegable by Consultant. Any purported assignment or delegation by Consultant in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company solely to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

Successors; Binding Agreement.

This Agreement shall inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees of the Parties. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform this Agreement by operation of law, or otherwise. If Consultant should die while any accrued amount would still be payable to him hereunder had he continued to live, the accrued amounts, with the exception of any life, disability or health insurance premiums, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee, or if there is no such designee, to his estate.

Notice.

For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company:

Cornerstone Sustainable Energy, Inc.

575 Lexington Avenue, 4^th Floor

New York, NY 10022

Attn: Chairman of the Board of Directors

Facsimile: (212) 253-4170

With a copy to:

Davidoff Hutcher & Citron LLP

605 Third Avenue

New York, New York 10158

Attn: Elliot H. Lutzker, Esq.

Facsimile: (212) 286-1884

If to Consultant:

Mr. Thomas Telegades

60 E. 42nd Street

New York, NY 10165

(or Consultant’s most recent address set forth in the Company’s personnel record);

Consultant Representations.

Consultant hereby represents to the Company that the execution and delivery of this Agreement by Consultant and the Company and the performance by Consultant of Consultant’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any consulting agreement, employment agreement, or any other agreement or policy to which Consultant is a party or otherwise bound. Consultant further represents that he has consulted with his own independent counsel with respect to the negotiation of, and his decision to enter into, this Agreement and acknowledges that he understands the meaning and effect of each and every term and provision contained herein.

Prior Agreements.

This Agreement supersedes all prior agreements and understandings (including verbal agreements) between Consultant and the Company regarding the terms and conditions of Consultant’s engagement with the Company.

Withholding Taxes.

The Company shall withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Counterparts.

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


/s/ Thomas Telegades	Dated: May 15, 2013
Thomas Telegades

RECEIVABLE ACQUISITION & MANAGEMENT
CORPORATION (D/B/A CORNERSTONE SUSTAINABLE ENERGY)

/s/ Peter Fazio	Dated: May 15, 2013
By: Peter Fazio
Title: Chief Operating Officer

EX-10.2 5 rcva_ex1002.htm CONSULTING AGREEMENT ex10.02

EXHIBIT 10.02

CONSULTING AGREEMENT

CONSULTING AGREEMENT (the “Agreement”) dated as of May 15, 2013 (the “Effective Date”) by and between Receivable Acquisition & Management Corporation (d/b/a Cornerstone Sustainable Energy) a Delaware corporation (the “Company”) and Peter Fazio (the “Consultant”) (collectively, the “Parties”).

WHEREAS, in connection with the merger agreement by and among Receivable Acquisition & Management Corporation; Cornerstone Program Advisors, LLC; Cornerstone Acquisition Corp.; Sustainable Energy Industries, Inc.; and Sustainable Acquisition Corp., dated as of March 29, 2013 (the “Merger Agreement”), the Company desires to engage the Consultant and to enter into an agreement embodying the terms of such engagement; and

WHEREAS, Consultant desires to continue providing services to the Company on the terms and conditions set forth herein and enter into such agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

Consulting Services.

Term of the Agreement. The term of this Agreement shall commence on the date first set forth above and shall continue until terminated pursuant to Paragraph 7 below (the “Term”).

Duties.

The services provided by Consultant shall be those generally associated with a Chief Operating Officer of a corporation engaged in clean tech energy or other comparable industry and other duties as shall be determined from time to time by the Company’s Board of Directors consistent with Consultant’s position.

organizations, in each case provided that any of such activities do not materially interfere with Consultant’s performance of his duties for the Company or create a conflict of interest with that of the Company.

Compensation.

(a)

(b)

Benefits and Insurance.

Business Expenses.

Vacations.

Termination.

Termination By the Company For Cause; Resignation By Consultant Without Good Reason.

(i)

(ii)

(iii)

If Consultant’s engagement is terminated by the Company for Cause or if Consultant resigns without Good Reason (as hereinafter defined), Consultant shall be entitled only to receive:

(A)

Consultant’s Base Compensation through the date of Consultant’s termination, paid in one lump sum within two weeks immediately following Consultant’s date of termination;

(B)

(C)

reimbursement for any business expenses properly incurred by Consultant in accordance with Company policy prior to the date of Consultant’s termination;

(D)

(E)

such Consultant Benefits, if any, pursuant to Paragraph 4 herein as to which Consultant may be entitled as of the effective date of termination under the employee benefit plans of the Company;

The amounts described in clauses (A) through (E) herein being referred to as the “Accrued Rights”.

Termination by the Company Without Cause or Resignation by Consultant for Good Reason.

(i)

The Term and Consultant’s engagement hereunder may be terminated by the Company without Cause or by Consultant’s resignation for Good Reason (as defined below).

(ii)

GoodReason. Consultant’s determination that Good Reason exists shall be subject to review, at the Company’s election, through arbitration in accordance with Paragraph 15 herein.

(iii)

If Consultant’s engagement is terminated by the Company without Cause, or if Consultant resigns for Good Reason, Consultant shall only be entitled to receive:

(A)

Consultant’s Base Compensation through the earlier of the end of three years or the date of termination, payable in equal installments;

(B)

(C)

(D)

payment of any accrued but unused vacation days within two weeks immediately following Consultant’s date of termination;

(E)

such Consultant Benefits, if any, pursuant to Paragraph 4 herein as to which Consultant may be entitled as of the effective date of termination under the employee benefit plans of the Company;

(F)

(G)

Directors and Officers liability insurance coverage in a total coverage amount determined by the Manager to be reasonable for a one-year period after Consultant’s termination date.

Termination Due to Change in Control.

representing at least 50% of the combined voting power of the Company’s then outstanding voting securities; (C) any merger (other than a merger where the Company is the survivor and there is no accompanying Change in Control under clause (B) of this Paragraph 7(c)(i), consolidation, liquidation or dissolution of the Company; or (D) the sale of all or substantially all of the assets of the Company. If Consultant’s engagement is terminated by Consultant due to a Change in Control, Consultant shall be entitled to receive the rights enumerated under 7(b) through the effective date of the Change of Control.

Termination Due to Disability or Death.

(ii)

Upon termination of Consultant’s engagement hereunder for either Disability or death, Consultant or Consultant’s estate (as the case may be) shall be entitled only to receive the Accrued Rights.

Notice of Termination.

Non-Competition.

Non-Solicitation.

During the Restricted Period (as defined above), Consultant will not, whether on Consultant’s own behalf or on behalf of or in conjunction with any Person (as defined above):

(ii) directly or indirectly, encourage any consultant then under contract with the Company to cease to work with the Company;

(iii) directly or indirectly, encourage any of the Company’s customers or suppliers to cease doing business or reduce the amount of business it does with the Company.

10.

Confidential Information.

The provisions of this Paragraph 10 shall survive the termination of Consultant’s engagement with the Company for any reason.

11.

Intellectual Property.

The provisions of this Paragraph 11 shall survive the termination of Consultant’s engagement for any reason.

12.

13.

Indemnification.

Notwithstanding anything elsewhere to the contrary, this Paragraph 13 shall survive the termination of this Agreement and shall survive any termination of Consultant’s engagement.

14.

No Mitigation; No Set Off.

15.

16.

Miscellaneous.

Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof.

Entire Agreement/Amendments.

This Agreement contains the entire understanding of the parties with respect to the engagement of Consultant by the Company. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. Any conflict between the terms of this Agreement and the Merger Agreement shall be governed by the terms of this Agreement.

No Waiver.

Severability.

Assignment.

Successors; Binding Agreement.

Notice.

If to the Company:

Cornerstone Sustainable Energy, Inc.

575 Lexington Avenue, 4^th Floor

New York, NY 10022

Attn: Chairman of the Board of Directors

Facsimile: (212) 253-4170

With a copy to:

Davidoff Hutcher & Citron LLP

605 Third Avenue

New York, New York 10158

Attn: Elliot H. Lutzker, Esq.

Facsimile: (212) 286-1884

If to Consultant:

Mr. Peter Fazio

575 Lexington Avenue, 4^th Floor

New York, NY 10022

(or Consultant’s most recent address set forth in the Company’s personnel record);

Consultant Representations.

Prior Agreements.

Withholding Taxes.

The Company shall withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

Counterparts.

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


/s/ Peter Fazio	Dated: May 15, 2013
Peter Fazio

RECEIVABLE ACQUISITION & MANAGEMENT
CORPORATION (D/B/A CORNERSTONE SUSTAINABLE ENERGY)


/s/ Thomas Telegades	Dated: May 15, 2013
By: Thomas Telegades
Title: Chief Executive Officer