FINDERS AGREEMENT
This FINDERS AGREEMENT dated as of February 2, 1998 (this "Agreement") by
and between EPS Environmental, Inc. d/b/a SOLUCORP Industries, a British
Columbia, Canada corporation with its principal offices located at 250 West
Nyack Road, West Nyack, New York 10994 ("Solucorp"), and ENVIRO-TECH COMPLIANCE
SERVICES, INC. ("ETCS") whose office is located at 27777 Franklin Road, Suite
1080, Southfield, Michigan 48034, and EnviroMatrix Inc., (EM) 1249 Washington
Blvd., Suite 3500, Detroit, Michigan 48228
WITNESSETH
WHEREAS, Solucorp is the sole and exclusive owner of a process to stabilize
metal contaminated soils by the addition of proprietary reagents to the
contaminated soils (hereinafter referred to as the "Process") and vendor of
environmental remediation abatement and disposal services through subsidiaries,
affiliates and contacts.
WHEREAS, ETCS is interested in entering into this Agreement with EM for the
purpose of increasing Solucorp's client base; and
WHEREAS, it is the intention of the parties hereto that through EM efforts
in Michigan and other named accounts and territories, ETCS will increase its
market penetration and revenues within the State of Michigan and other named
accounts.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
SECTION 1. Cooperation. Solucorp will provide a market evaluation of the
application of the Process.
SECTION 2. Solucorp Support. At all times during the term of this
Agreement, Solucorp will provide sufficient technical and marketing support, as
limited to Solucorp's capabilities, to ETCS and EM. Upon ETCS's request,
Solucorp shall, within reason, promptly make available such of its officers and
personnel so as to enable ETCS and EM to perform its obligations set forth in
this Agreement. Solucorp will contract all acceptable work with a permitted
general contractor (including itself) licensed in Michigan or, if applicable, in
other named territories.
SECTION 3. License.
(a) Subject to the immediately following sentence, ETCS hereby grants to EM
the non-exclusive license and right to market and promote the Process in
Michigan and exclusive right to market and promote in India and Southeast Asia
or other named accounts and in other territories for the Term (as hereinafter
defined) of this Agreement.
(b) All potential work, projects, contracts and accounts will be identified
in writing by EM and must be approved prior to contract by ETCS and Solucorp,
which approval shall not be unreasonably withheld or delayed.
(c) Solucorp recognizes that such marketing and promotional efforts of ETCS
and EM could likely result in further direct and indirect accounts contacting
Solucorp directly and unbeknownst to ETCS and EM. Solucorp acknowledges that it
will make every possible effort in identifying these accounts as rightfully
those resulting from ETCS's and EM's efforts.
SECTION 4. Compensation.
(a) In consideration of ETCS's Obligations set forth herein, Solucorp
hereby covenants and agrees that it shall promptly pay the Finders Fee to ETCS
the following amounts for all remediation jobs, work, projects or contracts
obtained by Solucorp or its affiliates as a direct result of EM efforts or
contacts. Three percent (3.0%) of the Gross Revenues for each such job, work,
project or contract; or a mutually agreed upon rate for a specifiec project
where profit margins allow.
Such amounts shall be paid to ETCS in immediately available funds within
ten (10) days after Solucorp's receipt of any amounts from any third party. All
amounts paid shall be made without any offset or deduction; provided, however,
that ETCS shall not be entitled to commissions with respect to such amounts as
are invoiced by Solucorp which have not been paid by the applicable customer.
(b) In consideration of EM's Obligations set forth herein, ETCS hereby
convenants and agrees that it shall promptly pay to EM the following amounts for
all remediation jobs, work, projects or contracts obtained by Solucorp or its
affiliates as a direct result of EM efforts or contacts; One and one half
percent (1.5%) of the Gross Revenues for each such job, work, project or
contract, or a mutually agreed upon rate for a specific project where profit
margins allow.
(c) For purposes of this Agreement, the term "Gross Revenues" means the
total dollar amount of all revenues due in connection with each job, work,
project or contract obtained by Solucorp or its affiliates as a direct result of
ETCS and EM's efforts or contacts before deductions for any purpose.
SECTION 5. Use of the Process. Except as otherwise provided in this
Agreement, this Agreement shall not constitute a license for the use of the
Process and any use of the Process by ETCS and EM will be subject to the
approval by Solucorp.
SECTION 6. Confidentiality and Other Matters.
(a) The parties acknowledge that in order to further the purposes of this
Agreement, information containing or consisting of trade secrets, customer lists
and other confidential information may be communicated by Solucorp to ETCS and
EM. Such information may take the form of plans, drawings and data and will
deemed confidential unless otherwise designated by Solucorp or otherwise
available to the public. During the Term and for a period of twelve (12) months
thereafter, Solucorp shall have the right to apply and obtain from any state
court a restraining order to prevent ETCS and EM from disclosing such
confidential information to third parties unless such disclosure is required by
law or a court or other legal authority.
2
(b) ETCS hereby agrees that during the Term of this Agreement it will not
handle or represent any directly competitive products to those of Solucorp in
the United States or otherwise promote the sale of any such products or services
in the United States, except, in all cases, those of Solucorp. For a period of
twelve (12) months following the termination of this Agreement, ETCS agrees that
it will not work for any competitors of Solucorp involved in heavy metal
remediation in the United States.
(c) EM hereby agrees that during the Term of this Agreement it will not
handle or represent any directly competitive products to those of Solucorp in
the United States or otherwise to promote the sale of any such products or
services in the United States, except, in all cases those of Solucorp. For a
period of (12) twelve months following the termination of this agreement EM
agrees that it will not work for any competitors of Solucorp involved in heavy
metal remediation in the United States.
SECTION 7. Discrepancies.
(a) Should any provisions of this Agreement be determined to be
unenforceable or prohibited by any applicable law, this Agreement shall be
considered divisible as to such provision, which shall be inoperative and the
remainder of this Agreement shall be valid and binding as though such provisions
were not included herein.
(b) If any part of this Agreement should be disputed in a court of law, the
parties agree that the proper venue will be the Superior Court of New York in
Rockland County.
SECTION 8. Term. The term of this Agreement will be for 12 months form the
date first entered on page 1. Either party can cancel the Agreement upon 30 days
written notice upon mutual agreement or upon review and acceptance of cause by
an independent arbitrator.
SECTION 9. Covenant.
(a) ETCS's Covenant in soliciting business on behalf of Solucorp, ETCS
shall only make representations and warranties concerning Solucorp's products or
services as are contained in materials furnished by Solucorp's products or
services as are contained in materials furnished by Solucorp to ETCS (all such
materials being referred to herein as the "Descriptive Materials").
(b) EM Covenant in soliciting business on behalf of Solucorp, EM shall only
make representation and warranties concerning Solucorp's products or services as
are contained in materials furnished by Solucorp's products or services as are
contained in materials furnished by Solucorp to EM (all such materials being
referred to herein as the "Descriptive Materials").
SECTION 10. Expenses. Each party hereto will assume and pay all expenses of
their respective business operations, including, without limitation, any and all
costs and expenses related to their respective telephones, automobiles, gasoline
costs, postage, wages, taxes, social security taxes, unemployment and disability
benefits, workman's compensation, etc.
3
SECTION 11. Relationship.
(a) Except as otherwise provided herein or as may be authorized in writing
by Solucorp, ETCS shall have no authority to contract any obligation in the name
of, on account of, or on behalf of, Solucorp, or to make any representation or
commitment with respect to Solucorp and/or its products.
(b) Except as otherwise provided herein or as may be authorized in writing
Solucorp, EM shall have no authority to contract any obligation in the name of,
on account of, or on behalf of, Solucorp, or to make any representation or
commitment with respect to Solucorp and/or its products.
SECTION 12. Assignment. Except as otherwise provided herein, this Agreement
may not be assigned by the parties hereto.
SECTION 13. Default. Each party hereto shall have the right to correct a
default in the performance of such party's obligations hereunder within thirty
(30) days upon receiving notice by certified mail to the appropriate address of
the defaulting party.
SECTION 14. Agreement. This Agreement constitutes the entire Agreement
between the parties hereto and supersedes and cancels any and all previous
contracts, agreements and understandings, and this Agreement may be altered only
by written instrument duly executed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
Solucorp Industries, Ltd.
/s/ [ILLEGIBLE] By: /s/ ROBERT B. KUHN 2-3-98
- --------------------------- ---------------------------------
Witness R. Kuhn V.P. Sales
Enviro-Tech Compliance Services, Inc.
/S/ [ILLEGIBLE] /s/ WILLIAM R. HARTMAN 2-2-98
- --------------------------- ---------------------------------
Witness William R. Hartman, President
Enviro Matrix, Inc.
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE] 2-3-98
- --------------------------- ---------------------------------
Witness [ILLEGIBLE], President
4