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10-K - PROINDIA INTERNATIONAL, INC. 10-K - CONSOLIDATED GEMS, INC.a6227442.txt
EX-31.2 - EXHIBIT 31.2 - CONSOLIDATED GEMS, INC.a6227442ex31_2.txt
EX-10.1 - EXHIBIT 10.1 - CONSOLIDATED GEMS, INC.a6227442ex10_1.txt
EX-32.1 - EXHIBIT 32.1 - CONSOLIDATED GEMS, INC.a6227442ex32_1.txt
EX-31.1 - EXHIBIT 31.1 - CONSOLIDATED GEMS, INC.a6227442ex31_1.txt
EX-31.2 - EXHIBIT 32.2 - CONSOLIDATED GEMS, INC.a6227442ex32_2.txt

                                                                    Exhibit 10.2

                                  COOPERATION
                                   AGREEMENT

Dated:     23  March  2009

Between:   Indian  Farmers  Fertilizer  Cooperative  Limited  ("IFFCO")

           and

           We  Sell  For  U  Corp  ("WSFU")

           and

           Joseph  Isaac  Gutnick  ("JIG")

Preamble

a.   IFFCO is  India's  largest  farmers  co-operative  having  around  40,000
     cooperatives  as its shareholders in India, primarily engaged in production
     and marketing of fertilizers in India. IFFCO has the requisite distribution
     network  and  assets  to  support  these  activities.

b.   IFFCO's  distribution  network  is associated with, and in some cases IFFCO
     has  agreed  to  associate  its  network with, reaching products other than
     fertilisers, including some alternate energy products (the "Existing Energy
     Products"  or  "EEP"),  to  the  Indian  rural  markets.

c.   WSFU is a listed US company, having its Principal Office at Level 8, 580 St
     Kilda  Road,  Melbourne,  Victoria  3004  Australia,  developing commercial
     projects  in  the  energy  and  mining  sectors.

d.   JIG is  the  President,  CEO  and  major  shareholder  of  WSFU.  JIG  owns
     82,800,000 shares, which were acquired at a cost of USD311,458. JIGs shares
     represent  82,800,000  out  of  the  total issued and outstanding shares of
     86,400,000  of  WSFU.

e.   WSFU is  looking  to  develop  and  commercialize alternate energy sources,
     distribution  methods  and  other  commercial  projects,  other  than those
     relating  to  EEP,  to  cater  for  the  needs  of  the  India  market

f.   IFFCO and  WSFU  have  agreed  to  work  together to explore the commercial
     viability  of  generating  and/or  distributing  alternate energy to Indian
     market.


Terms of Agreement 1. WSFU undertakes to fund any and all investigations and/or developmental activities, pertaining to a pilot study for the assessment and procurement of energy generating sources and/or distribution methods other than those relating to EEP, that may be applicable for the Indian market (the "Pilot"). IFFCO shall disclose a list of EEPs before the start of the Pilot. 2. IFFCO undertakes to facilitate WSFU during its investigation and/or developmental phase, including introductions to relevant Government and Licensing Authorities; access to IFFCO's internal resources and/or the like, use of land and/or other resources associated with a the Pilot study, at mutually agreed terms, so as to enable WSFU the ability to assess the economic viability of WSFU's energy project. WSFU undertakes to share with IFFCO the outcome of this Pilot study. 3. In the event that IFFCO and WSFU elect to proceed to the commercialization of WSFU's energy generating and/or distributing activities, other than those relating to EEP, based on the Pre-feasibilty Report to be prepared after the Pilot study, WSFU and IFFCO shall be exclusive energy partners for such activities and shall enter into a detailed partnership agreement (the "Partnership Agreement"). 4. In consideration for the access, facilitation and rights granted by IFFCO to WSFU, JIG grants to IFFCO either a. an option to purchase up to 50% of his shares in WSFU (41,400,000 shares), for a consideration of USD155,729 (USD 0.00376 per share). The option shall have a life of two years from the date of the Partnership Agreement. IFFCO shall exercise this option after a detailed due diligence on WSFU; or b. In case after the due diligence IFFCO does not find the options to be attractive, the right to set up a new joint venture company between IFFCO and JIG/WSFU, to pursue the Project with equal shareholding. 5. The parties may by mutual agreement extend the terms covered by this agreement to include those relating to other commercial opportunities developed and to be pursued between them. 6. The parties intend to be bound by the terms of this Agreement for a period of 24 months or till the date of the Partnership Agreement, whichever is earlier. The parties may by mutual consent extend the period of this Agreement. 2
SIGNED for and on behalf of Indian Farmers Fertilizer Cooperative Limited _______________________________ Signature _______________________________ Name _______________________________ Title SIGNED for and on behalf of We Sell For U Corp. _______________________________ Signature J I Gutnick Name President and CEO Title SIGNED for and on behalf of Joseph I. Gutnick _______________________________ Signature J I Gutnick