EXHIBIT 10.2
CONSULTING AGREEMENT
Consulting Agreement (the "Agreement") made and entered into on this
31st day of March, 1999 by and between May Xxxxx Group Inc. ("MDG"), having
offices at One World Trade Center, Suite 8735 in Xxx Xxxx, XX 00000 and
Environmental Solutions Worldwide ("Company"), having its principal place of
business at 30 MacIntosh Boulevard, Suite 8, in Xxxxxxx, Xxxxxxx X0X 0X0,
Xxxxxx.
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WHEREAS, the Company agrees to hire MDG as Consultant to the Company
for financial and investment banking advice and services on a non-exclusive
basis.
WHEREAS, the Company agrees to pay MDG a consulting fee for services
to be rendered on a non-accountable and non-refundable basis in equity. The
fee shall be paid as instructed below upon completion of documents evidencing
a financing arranged by MDG.
WHEREAS, the equity compensation shall be in the form of a Warrant
to purchase 60,000 common shares ("Warrant") of Company, symbol ESWW and
currently trading OTC:BB. The Warrant will be delivered to MDG with in Ten
business days execution of the Agreement. The Warrant shall be in name(s) to
be determined by MDG and delivered to the following address:
May Xxxxx Group
Attention: Xxx Xxxxxxxx
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
(000) 000-0000
WHEREAS, The Warrant shall survive for five years from Issue Date,
have demand and piggyback" registration rights and have an exercise price of
$2.50 US.
WITNESSETH:
1. HOLD HARMLESS. Company recognizes that MDG shall use its best
efforts to advise and service Company with regard to the Company's
financial and investment banking needs. The Company also recognizes
that MDG is working on a "best efforts" basis and therefore no
guarantees, representations or promises may be made as to
performance. Therefore, Company holds MDG harmless for performance
and indemnify MDG from any legal proceedings against MDG by the
Company or any of its management, shareholders or other entities
with regard to this Agreement, services and advice performed in good
faith by MDG or financing MDG may arrange on Company's behalf,
except for any loss or damage suffered or incurred through gross
negligence of MDG.
2. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the local laws of the State of New
York applicable to agreements made and to be performed within the
State, without regard to conflict of law principles.
3. ASSIGNMENT. MDG shall have the right to assign, pledge or
transfer his interest in this Agreement, but not his duties and
responsibilities under this Agreement.
4. BINDING EFFECT. This Agreement shall inure to the benefit of, and
is binding upon, the parties hereto and their respective heirs,
representatives, successors and assigns.
5. WAIVER. No waiver of any provision hereof shall be valid unless
it is in writing signed by the person against whom it is charged. No
waiver of any provision herein shall constitute a waiver of any
other provision hereof, or of the provision at any other time
6. NOTICES. Any notice to be given under the terms of this Agreement
shall be in writing and addressed to the parties hereto at their
respective addresses set forth at the beginning of this Agreement.
Such notice shall be deemed duly given when (a) personally
delivered, (b) five (5) business days after having been properly
addressed, enclosed in a properly sealed envelope or wrapper and
sent postage-paid by certified mail, return receipt requested, (c)
transmitted by telefax, immediately confirmed (that day) by
telephone by the person to whom the notice is sent and the original
is sent by regular mail to such party in a properly sealed and
postage-paid envelope or wrapper addressed as required herein, or
(d) one (1) business day after being sent, at the expense of the
sender, by Federal Express, Airborne, U.S. Express Mail or similar
overnight carrier.
7. NO JOINT VENTURE. This is an agreement between separate legal
entities and neither is the agent or employee of the other for any
purpose whatsoever. The parties do not intend to create a
partnership or joint venture between themselves. Neither party shall
have the right to bind the other to any agreement with a third party
or to inure any obligation or liability on behalf of the other party.
8. FORCE MAJEURE. If the circumstances beyond the control of the
parties shall temporarily make it impossible for either of them to
perform their agreements hereunder, then the principles of force
majeure period to the extent that such performance is reasonably
affected thereby. It is agreed that such circumstances may arise by
reason of governmental laws or regulations, war, strike, fire,
flood, act of God, or other casualty or natural calamity.
9. COMPLETE AGREEMENT. This Agreement contains the whole agreement
between the parties concerning the subject matter hereof and there
are not collateral or precedent representation, agreements or
conditions not specifically set forth herein.
10. MODIFICATION OR AMENDMENT. Any modification or amendment of any
provision of this Agreement must be in writing, signed by the
parties hereto and dated hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the day, month and year first written above.
COMPANY MAY XXXXX GROUP, INC.
By: /s/ A. XXXXXXX XXXXXX By: /s/
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Name: A. Xxxxxxx Xxxxxx Name:
Title: President Title:
