Exhibit 10.7
CONSULTING AGREEMENT
This Consulting Agreement is dated the 10th day of March, 1999, by and
between Tech Laboratories, Inc., a New Jersey corporation with its principal
place of business located at 955 Belmont Avenue, North Haledon, New Jersey 07508
(the "Company") and Mint Corporation, consultant, with its principal place of
business located at 211 Park Avenue, Hicksville, New York 11801 (the
"Consultant").
AGREEMENTS
1. Consulting Services. The Consultant will advise and consort with the
Company on such matters relating to the conduct of the Company's business as the
Company may reasonably request, and the Consultant will make available to the
Company its knowledge, skill, and expertise concerning the Company's business
and all information pertaining thereto, during the period from March 10, 1999,
through March 10, 2000 (the "Service Period").
2. The Consultant, having served in the financial community for more than
twenty-five years, will draw on the experience and associations at such time, to
introduce the Company's story as it exists today, and in the future, to the
financial community.
3. The parties acknowledge that such consulting services will be performed
by the Consultant in his capacity as an independent contractor, and that the
Consultant shall not otherwise be considered to be an employee, agent, or other
representative of the Company.
4. Compensation. The Company agrees to issue and deliver to the Consultant
for undertaking this engagement and for good and valuable consideration:
(a) 25,000 shares of Tech Labs common stock on the date of this
Agreement, from the Company's 504 Offering.
(b) 37,500 shares of Tech Labs common stock 90 days from the date of
this Agreement, from a proposed Regulation A Offering.
(c) 37,500 shares of Tech Labs common stock 120 days from the date of
this Agreement, from a proposed Regulation A Offering.
(d) The Company agrees to issue and deliver to the Consultant for
undertaking this engagement and for good and valuable
consideration, the form of 200,000 options (the "Options"), 120
days after the signing of this Agreement, entitling the
Consultant the right to purchase shares of the Company's common
stock at a designated price of $1.25 for the first 100,000
options and $1.75 for the second 100,000 options. The term of
these Options shall be 2 years, commencing with the issuing of
the Options.
5. Disclaimer. The Consultant covenants and represents that he has no
previous interest in, or claim to, any of the procedures, technical data,
customer lists, patents, trade secrets, practices, trademarks, or tradenames
relating to the Company's business.
6. The Consultant recognizes and acknowledges that he will not use any
private, confidential, or inside information in telling the Company's story to
"Wall Street."
7. Termination. This Agreement may be terminated by the Company with 10
days' notice. Only compensation earned by the Consultant at time of termination
will be credited to the Consultant.
8. Agreement. This Agreement supersedes all previous agreements, written or
oral, relating to the Consultant's services to the Company hereunder and
constitutes the entire agreement between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused the
same to be duly delivered on their behalf on the day and year herein above first
set forth.
Company: Tech Laboratories, Inc.
Date: 3/10/99 By: /s/
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Bernard M. Ciongoli, President
Consultant: Mint Corporation
Date: 3/10/99 By: /s/
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Richard Kandel