CONSULTING AGREEMENT
This CONSULTING AGREEMENT dated as of October 1, 1997 (this "Agreement") by and
between EPS Environmental, Inc. d/b/a SOLUCORP INDUSTRIES Yukon, Canada
corporation with its principal offices located at 250 West Nyack Road, West
Nyack, New York 10994 ("Solucorp"), and William Webster, Webster & Associates
with its principal offices at 119 Laurel Drive, Auburn, Alabama 36830 ("WW").
WITNESSETH
WHEREAS, Solucorp is a publicly traded Canadian firm and is the sole and
exclusive owner of a process to stabilize metal contaminated soils by the
addition of proprietary reagents to the contaminated soils and/or my
enhancements or additions during the Term of this Agreement (hereinafter
referred to as the "Process");
WHEREAS, Solucorp is interested in entering into this CONSULTING AGREEMENT with
WW for the purpose of increasing Solucorp's client base through operations as a
key member of the consulting staff of the Company; and
NOW, THEREFORE, in consideration of the usual priorities and covenants hereto
contained and for other good and valuable consideration, the receipt and
sufficiency of which I hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows;
SECTION 1. Cooperation. WW and Solucorp will cooperate to develop MBS(R)
sales and new technologies/products that will require agreement and support
from Solucorp's management.
SECTION 2. Solucorp Support. At all times during the term of this
Agreement. Solucorp will provide sufficient support, as limited to
Solucorp's capabilities, to WW. Upon WW's request, Solucorp shall within
reason, promptly make available such of its officers and personnel so as to
enable WW to perform its obligations set forth in this Agreement.
SECTION 3. Consultancy. Solucorp management will provide the following
consultant package to WW, subject to all regulatory approvals and
Solucorp's Board approval, as required:
(a) Position - Consultant, reporting to the President of Solucorp or his
designated offices, dependent upon the subject of the consultancy.
(b) Responsibilities - This position will require primary responsibilities
for business development, operational support, optimization of a reliable
MBS treatability evaluation capability and identification of new
technologies for the hazardous waste market. Further, the position will
entail participation in contract negotiations, both on projects found by
Solucorp and ones initiated by WW up to $5 million;
(c) Term - Solucorp will agree to provide a 12 month consultancy agreement
with an annual renewal option subject to Solucorp's approval and with 60
days notice to WW;
(d) Retainer - Solucorp will provide WW with a retainer of $36,000, for the
term of the agreement which is to be paid $3,000 per month commencing
October 1, 1997. However, should the value of services performed exceed the
$3,000 paid for a particular month, the excess will be paid in the month
following their incurrance. On the other hand, if the payments during the
term of the agreement, equal or exceed the annual retainer, additional
payments in subsequent months would only be made if additional services are
performed over the annual retainer. These payments would be made in the
month following the month that the services are performed.
(e) Consulting Fees - Solucorp will apply the following fee structure which
will accrue against the monthly retainer:
Technology Development
----------------------
William Webster $100.00/hour
Operations Support
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William Webster $120.00/hour
WW will prepare a detailed accounting of services provided on a monthly
basis. Any amounts due for services in excess of the retainer, together
with any approved expenses will be invoiced by WW at that time. Payment is
due within 30 days of invoice date (see Exhibit A).
(f) Performance Incentive Plan - Subject to the performance by WW and, at
the sole discretion of Solucorp's management and the Board of Directors of
Solucorp, WW may be eligible for options based upon performance. The
performance options are subject to all regulatory approvals.
THE criteria which will be used to determine WW eligibility for any bonuses
or options shall be the following:
a) Participation in major contract negotiations which proves
successful both on projects found by Solucorp and ones initiated by
WW.
b) Identification, evaluation, development and commercialization of
new technologies, products for the hazardous waste market which will
be identified by SOLUCORP as of primary interest.
c) This compensation package is considered mainly WW's compensation
for being a Consultant of the Corporation with its attendant duties.
d) It is the clear intent of this agreement with WW, that his ability
to receive substantial compensation over and above his retainer fee,
will be mainly dependent on his ability in the new products sector and
subject to the executed Finder's agreement.
SECTION 4. 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 WW. Such information may take the form of plans,
drawings and data and will be 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 located
in New York a restraining order to prevent WW from disclosing such
confidential information to third parries unless such disclosure is
required by law or a court or other legal authority.
(b) WW hereby agrees that during the Term of this Agreement he will
refer prospects to Solucorp with up to $4,999,999.00 revenue potential
per project, which prospects appear in WW's sole judgment to be
prospects for which Solucorp can provide the best stabilization
technology. Larger projects are referred by WW to Kvaerner Metals
under an existing agreement.
(c) WW will remain free to work with others in stabilization projects
where the revenue potential exceeds $4,999,999.00 or the waste is
other than metal-contaminated soil intended for off-site disposal
after treatment giving Solucorp "First Right of Refusal" on such
projects.
SECTION 5. 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 6. Term. The term of this agreement will be for twelve (12) months
from the date first entered on page 1. Either party can cancel the Agreement
upon 30 days notice upon mutual agreement or upon review and acceptance of cause
by an independent arbitrator.
SECTION 7. WW's Covenant In soliciting business on behalf of Solucorp, WW
shall only make representations and warranties concerning Solucorp's products
and services as are contained in materials furnished by Solucorp to WW (all such
materials being referred to herein as the "Descriptive Materials").
SECTION 8. Expenses, Solucorp will pay all reasonable business expenses
incurred on behalf of Solucorp. Major expenses must be pre-approved by the
President of Solucorp or his designated officers.
SECTION 9. Relationship. Except as otherwise provided herein or as may be
authorized in writing Solucorp, WW shall have no authority to contract any
obligation in the name of, on account of, or an behalf of, Solucorp, or to make
any representation or commitment with respect to Solucorp; and/or its products
or services.
SECTION 10. Assignment. This Agreement may not be assigned by the parties
hereto without the agreement of the other party.
SECTION 11. Default. Each party hereto shall have the right to correct a
default in the performance of such party's obligations hereunder within fourteen
(14) days upon receiving notice by certified mail to the appropriate address of
the defaulting party.
SECTION 12. Agreement. This Agreement constitutes the 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
/s/ ILLEGIBLE BY: /s/ PETER MANTIA
- ------------------------------- -------------------------------
Witness Name: Peter Mantia
Title: President
/s/ ILLEGIBLE BY: /s/ WILLIAM WEBSTER
- ------------------------------- -------------------------------
Witness Name: William Webster
Title: President
EXHIBIT A
CLARIFICATION OF RETAINER
EXAMPLE 1.
WW incurs $8,000.00 of services in month one (1), $1,000.00 of services in
month's 2-11, but does no work in month 12, for a total of $15,000.00 of
services rendered. Solucorp would pay WW $1,000.00 on the 1st of month one
(1) plus $1,000.00 on the 1st of month two (2). Sometime in month two (2)
the additional $7,000.00 earned would be paid. In months 3-11 on the 1st of
each month Solucorp would pay WW $1,000,00. On the 1st of the 12th month a
payment of $1,000 00 is made, but WW would have to refund this $1,000.00 or
carry it forward as a credit if the contract is renewed since it is $1,000
more than $18,000.00 earned.
EXAMPLE 2.
WW does not perform any services in months 1 & 2, incurs $10,000.00 of
services in month 3, does no services in month 4-12, Solucorp would pay WW
$1,000.00 on the 1st of month 1, 2, & 3, and an additional $7,000.00
sometime in month 3. On the 1st of months 4 & 5 Solucorp would pay WW
$1,000.00. At this point WW would have been paid $12,000.00 for only
$10,000.00 of services. Accordingly, no further payments would be made.
However, if the contract is renewed, Solucorp would have a credit of
$2,000.00 carried forward.
EXAMPLE 3.
WW does not perform services in months 1-11, but incurs $7,000.00 of
services in month 12, SOLUCORP would pay WW $1,000.00 on the 1st of months
1-12 for a total of $12,000.00, and make no further payments. Since less
than $12,000,00 was earned WW would still be allowed to keep the $12,000.00
paid. However, if the contract is renewed, Solucorp would have a carry
forward credit of $5,000.00