Biomasse International Inc.
4720, Boul, Royal, bureau 103
Quebec, Canada G9A 4N1
June 12, 2002
[Name and address
of consultant]
Dear __________,
This letter confirms your engagement as an independent consultant to
Biomasse International Inc., a Florida corporation (the "Company"), upon and
subject to the following terms and conditions:
For a six (6) month period commencing as of the effective date of the
Registration Statement (defined below), unless extended by mutual agreement of
the parties hereto or earlier terminated pursuant to the third and fifth full
paragraphs below (the "Term"), you shall provide such consulting and advisory
services as may from time to time be reasonably requested by management of the
Company including, without limitation, providing assistance in various matters
pertaining to corporate growth and strategic planning as well as your best
efforts to expedite introductions and/or transactions concerning the formulation
of strategic alliances and business relationships and/or affiliations deemed
appropriate and in line with the Company's business plans and objectives
(collectively, the "Services"). In connection with performing the Services, you
shall work under the direction of, and in coordination with, the Company's board
of directors and shall devote such reasonable time and effort as is necessary to
perform the Services in a professional and effective manner.
In consideration of, and in full payment for, the Services, the Company
hereby agrees to issue to you, subject to the provisions of this paragraph, an
aggregate of 10,000,000 shares of the Company's common stock, $.001 par value
per share (the "Shares") ; provided, however, that prior to issuance of any of
the Shares, the Company shall file with the Securities and Exchange Commission a
registration statement on Form S-8 with respect to the Shares
PAGE TWO of CONSULTING AGREEMENT
Biomasse International Inc.
June 12, 2002
(the "Registration Statement"). Anything contained herein to the contrary
notwithstanding; the parties hereby acknowledge and agree that your obligation
to perform the Services is made subject to, and conditioned upon; (i) your
receipt of the Company's most recent annual report and such other reports as
filed under the Securities and Exchange Act of 1934, as amended, and otherwise
required to be delivered to him by the Company under Rule 428 promulgated by the
Commission under the Securities Act of 1933, as amended (the "428 Information")
; (ii) the effectiveness of the Registration Statement ; and (iii) delivery to
you of stock certificates evidencing the Shares upon their issuance subsequent
to the effectiveness of the Registration Statement. You shall have forty-eight
(48) hours following receipt of the 428 Information during which to rescind this
Agreement, rendering it null and void and without any obligations as to the
parties hereto; provided, however, your failure to respond within such 48 hour
period shall be deemed an acceptance by you of this Agreement. Notwithstanding
the foregoing, in the event that, prior to July 12, 2002, the Registration
Statement has not become effective, at your option, this Agreement may be
terminated, ab initio.
Nothing herein shall constitute you as an employee or agent of the Company;
it being acknowledged and agreed by the parties that you shall perform the
Services as an independent contractor and shall not have the authority to
obligate, commit or act on behalf of the Company in any manner whatsoever. The
Company shall make no deductions or withholdings from any payments due to you
hereunder for federal, state or local income tax purposes and you shall be
responsible for any taxes and other payments due on the consideration received
hereunder.
Notwithstanding anything to the contrary contained herein, the Company
shall have the right to immediately terminate your engagement hereunder for
Cause (as defined below) at any time during the Term. For purposes hereof,
"Cause" shall mean your: (a) willful failure to perform your material duties
hereunder, (b) engagement in criminal misconduct against the Company, or (c)
commission of an act of fraud or any act in bad faith in connection with your
performance of the Services.
PAGE THREE of the CONSULTING AGREEMENT
Biomasse International Inc.
June 12, 2002
As a consequence of this agreement and the relationship established hereby, you
may obtain from the Company certain confidential and proprietary information,
pricing terms, business plans, sales and marketing techniques, business
prospects, financial information, the names and business dealings with
suppliers, contractors, distributors, customers and others and other
information, materials, methods and techniques that derive independent economic
value, actual or potential, from not being generally known to the public or to
other persons who can obtain economic value from its disclosure or use
(collectively, the "Confidential Information"). You shall keep confidential, and
not disclose to any other person or entity, or take or use for your own purposes
(except as is required in connection with the performance of your obligations
under this agreement) any Confidential Information, except (i) if such
Confidential Information becomes generally known to the public other than due to
your breach of this paragraph; (ii) in connection with the enforcement of this
agreement; or (iii) pursuant to applicable law, regulation or subpoena. Your
obligations pursuant to this paragraph shall survive the expiration or
termination of this agreement and you hereby agree that, due to the importance
to the Company of the Confidential Information, (a) a monetary remedy for a
breach or violation of any provision hereof may be inadequate and may be
impractical and difficult to prove and (b) such a breach or violation would
cause irreparable harm to the Company. Accordingly, you hereby agree that the
Company shall be entitled with respect to any such breach or violation or
threatened breach or violation, in addition to any other rights or remedies that
the Company may have under applicable law, in equity or otherwise, to temporary
and permanent injunctive relief and/or specific performance with respect to any
such breach, violation or threatened breach without the necessity of proving
actual damages.
You may not subcontract, transfer or otherwise delegate, in whole or in
part, any of your obligations hereunder. Any modification or amendment of, or
any waiver of, or consent to any departure from, any term or provision of this
agreement shall be null and void and without effect unless in writing and signed
by each of the parties hereto. This agreement (i) contains the entire agreement
of the parties, with respect to the subject matter hereof, and
PAGE FOUR of the CONSULTING AGREEMENT
Biomasse International Inc.
June 12, 2002
supercedes any and all prior agreements and understandings, oral or otherwise,
between the parties, with respect to such subject matter hereof which are not
fully and accurately expressed or referred herein; (ii) shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns; and (iii) shall be governed by, and construed
and enforced in accordance with, the laws of the State of Ohio, without regard
to the conflicts of laws rules thereof.
You shall be indemnified and held harmless by the Company and its
affiliates from all loss, cost or expenses in respect to any and all mistakes,
errors in judgment or for any act or omission believed by you in good faith to
be within the scope of your authority hereunder, regardless of whether such act
or omission is ineffective or in any way fails to achieve the purposes of this
Agreement; provided, however, you are not exculpated hereby to the extent that
you would be liable to the Company for fraud in the performance of the Services.
You shall not be held to have incurred any liability to the Company or any
person or entity by virtue of any action taken by you or allegedly failed to be
taken by you in the good faith attempt to discharge your duties and services. In
no event shall your liability exceed the value of the total compensation and
consideration (excluding any reimbursement for expenses) as set forth under the
terms and conditions of this Agreement and as already paid to you thereunder.
Any waiver of the terms and/or conditions as set forth within this
agreement shall not operate as a waiver of any other breach or claim of such
terms or conditions or any other term or condition, nor shall any failure to
enforce any provisions hereof operate as a waiver of such provision or of any
other provision hereof. No waiver, unless it by its own terms explicitly so
provides, shall be construed to effect a continuing waiver in any other instance
or for any other purpose, or impair the right the party against whom such waiver
is claimed, in all other instances or for all other purposes, to require full
compliance with such provision.
PAGE FIVE of the CONSULTING AGREEMENT
Biomasse International Inc
June 12, 2002
You may not subcontract, transfer or otherwise delegate, in whole or in
part, any of your obligations hereunder. Any modification or amendment of, or
any waiver of, or consent to any departure from, any term or provision of this
agreement shall be null and void and without effect unless in writing and signed
by each of the parties hereto. This agreement (i) contains the entire agreement
of the parties, with respect to the subject matter hereof, and supercedes any
and all prior agreements and understandings, oral or otherwise, between the
parties, with respect to such subject matter, and that there are no
restrictions, agreements, arrangements, either oral or written, between the
parties relating to the subject matter hereof which are not fully and accurately
expressed or referred herein; (ii) shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns; and (iii) shall be governed by, and construed and enforced in
accordance with, the laws of the State of Ohio, without regard to the conflicts
of law rules thereof.
The parties hereto hereby warrant and represent that they have the full
power and authority to execute and deliver this agreement and to perform the
obligations as contained herein.
PAGE SIX of the CONSULTING AGREEMENT
Biomasse International Inc.
June 12, 2002
Kindly confirm your acceptance and agreement to the foregoing by signing
this agreement below, which agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.
Sincerely,
BIOMASSE INTERNATIONAL INC.
By:
-----------------------------------
Name:
Title :
Accepted and Agreed to as of
June 12, 2002
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Consultant