Board of Directors
Envirokare Tech, Inc.
5850 T.G. Lee Boulevard
Orlando, Florida 32822
October 1, 2003
Dr. Nicholas Pappas
606 Swallow Hollow Road
Centerville, Delaware 19807
Dear Dr. Pappas:
The Board of Directors of Envirokare Tech, Inc. is pleased to advise that
you have been elected to its Board of Directors as a member and to serve as its
Chairman. In addition you have been named to the Executive Committee of the
Board of Directors as a member and to serve as its Chairman.
In consideration for your time and attention to the Company, you will be
entitled to the receive along with the other directors various honoraria for
meetings and other services pursuant to the schedule adopted by the Board of
Directors, a copy of which is attached for your reference.
As a special consideration for the unique set of relationships, skills and
abilities that you bring to the Board and to the Company we are pleased to
provide you the following:
a. Warrants. You shall receive, upon signing this letter agreement,
warrants to purchase 1,200,000 shares of the Company's common stock pursuant to
the terms and conditions of the warrant agreement which is attached hereto and
made a part hereof. Of this number, the following applies: In the event that you
leave the Board or your position as Chairman or refuse to stand for reelection
before the end of the first year, any unexercised warrants to purchase up to
800,000 shares shall be forfeited and cancelled. In the event that you leave the
Board or your position as Chairman or refuse to stand for reelection before the
end of the second year, any unexercised warrants to purchase up to 400,000
shares shall be forfeited and cancelled. In the event that you leave the Board
or your position as Chairman or refuse to stand for reelection after the second
anniversary of the date of this agreement, any unexercised warrants to purchase
up to 1,200,000 shares of the Company's common stock shall not be subject to
forfeiture for any reason. Upon execution of this agreement, warrants to
purchase 400,000 shares of the Company's common stock shall not be subject to
forfeiture for any reason.
Dr. Nicholas Pappas
October 1, 2003
page two
b. Expense Reimbursement. The Company shall reimburse you for all
reasonable amounts actually expended at the your discretion in the course of
performing his duties for the Company. You will tender receipts or written
accounts describing the amounts and purpose of the expense to the Company.
c. Insurance/Indemnification. Company will maintain Directors and Officers
liability insurance for the benefit of Directors and Officers throughout your
term as Director, in amounts considered prudent for publicly traded companies of
like size and engaging in similar businesses as the Company. Board of Directors
agrees to hold you harmless for any liabilities created or ensuing from his
conduct of business on the Company's behalf. Company will provide you with
written proof of insurance at the time of execution of this agreement.
d. Nondisclosure of Confidential Information. You acknowledges that during
the term as a Director of the Company, you will have access to and become
acquainted with information of a confidential, proprietary or secret nature
which is or may be either applicable to, or related in any way to, the present
or future business of the Company, the research and development or investigation
of the Company, or the business of any customer of the Company ("Confidential
Information"). For example, Confidential Information includes, but is not
limited to, devices, secret inventions, processes and compilations of
information, records, specifications, designs, plans, proposals, software,
codes, marketing and sales programs, financial projections, cost summaries,
pricing formula, and all concepts or ideas, materials or information related to
the business, products or sales of the Company and its customers and vendors.
You shall not disclose any Confidential Information, directly or indirectly, or
use such information in any way, either during the term of this Agreement or at
any time thereafter, except as required in the course of employment with the
Company. You also agree to comply with the Company's policies and regulations,
as established from time to time for the protection of its Confidential
Information, including, for example, executing the Company's standard
confidentiality agreements. This section shall survive termination of this
Agreement.
We look forward with much enthusiasm to your joining the Board of Directors
of Enviokare Tech, Inc. and to your serving as its Chairman.
Very truly,
/s/ George Kazantzis
---------------------------
George Kazantzis, Director
For the Board of Directors
Dr. Nicholas Pappas
October 1, 2003
page three
AGREED TO AND ACCEPTED:
Dated: October 1, 2003 /s/ Nicholas Pappas
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Nicholas Pappas