To: ThermoElastic Technologies, Inc.
Xxxxxxxx Xxxxxxx, C.F.O.
From: Xxxxxx X. Xxxxxx
Gritell International Limited
Fax: 000-000-0000
Pages: 2
Phone: 000-000-0000
Date: April 1, 1999
Re: ThermoElastic Technologies, Inc.
Consulting Agreement
Dated February 8, 1999
Dear Xxxxxxxx:
Further to our recent discussions with respect to the terms of the
Consulting Agreement this is to confirm our advise to you that Gritell
has advised the for the time being, it has agreed of its own volition
to not insist on the complete performance of the provisions of the
Consulting Agreement with respect to the following provisions of the
Consulting Agreement.
1. With respect to the provisions of par 2 (2) Gritell will, until is
sees fit to do otherwise, accept payment of USD 6,000.00 per month;
providedthat the balance shall accrue to Gritell's benefit and shall be
paid to Gritell as and when it in its sole discretion, shall demand
payment of the accrued balance;
2. Par. 5 shall be deleted: and
3. With respect to par. 6, Gritell shall, for the time being, accept
two leased vehicles for a total monthly lease payment, inclusive of
taxes, not to exceed USD 1,000.00 per month all other terms of this
paragraph to remain the same and provided that the balance of the USD
2,000.00 per month shall accrue to the benefit of Gritell and shall be
paid to Gritell as and when it, in its sole discretion, shall demand
payment of the accrued balance.
Yours truly,
XXXXXX X. XXXXXX
PRESIDENT
GRITELL INTERNATIONAL LIMITED
56
GRITELL INTERNATIONAL LIMITED
February 8, 1999
ThermoElastic Technologies, Inc
Xxx 000
00 Xxxxxxxxxx Xxxxxx
XXXXXXX, Xxxxxxx X0X 0X0
Att: Xxxxxx X. Xxxxxx
Dear Sir:
RE: Consulting Agreement ("Agreement") between Gritell International
Limited ("Gritell") and ThermoElastic Technologies, Inc.
("ThermoElastic")
Further to our several recent discussions with respect to the terms of
the Consulting Agreement to be entered into between us with respect to
the management and advisory services to be provided by Gritell and
ThermoElastic Technologies, Inc. we wish to confirm that the following
items have been agreed to:
1. TERM
The term of the Agreement shall be for a period of ten (10) years
commencing upon the date of the execution of this Agreement by all
parties;
2. COMPENSATION
There shall be paid to Gritell the following as compensation along with
all applicable taxes, for services previously provided to ThermoElastic
and for services to be rendered during the term of the Agreement:
(1) USD 5,000.00 in respect of out of pocket expenses incurred prior
to the date hereof on behalf of ThermoElastic;
(2) USD 13,334.00 per month during the first year of the term of the
Agreement;
(3) USD 20,000.00 per month during the second and third years of the
term of the Agreement;
(4) USD 33,334.00 per month during the fourth and fifth years of the
term of the Agreement;
(5) USD 66,667.00 per month during the sixth, seventh, eighth, ninth
and tenth years of the Agreement;
(6) Two (2) or more leased vehicles of Gritell's choice, not to exceed
USD 2,000.00 per month, along with all applicable taxes and expenses
associated with the possession and operation of these vehicles
including, but not limited to, insurance, gasoline, maintenance and
repairs for the term of the Agreement, new vehicle to be provided every
two years. Provided, however, that this amount of USD 2,000.00 shall
increase in accordance with the Cost of Living index published by
Statistics Canada;
(7) Two (2) cellular telephones and service of Gritell's choice for
the term of the Agreement;
(8) All travel expenses incurred by Gritell, its Officers, employees,
agents, consultants and appointees in the course of the carrying out
its duties and responsibilities under this Agreement; and
(9) Office space, furniture, office equipment and office and
administrative staff as required by Gritell;
(10) All other expenses incurred in respect to the carrying out of
Gritell's responsibilities under this Agreement; and
(11) All income tax which accrues to Gritell, its' Officers, employees
agents, consultants and appointees as a result of the benefits being
received by the under the provisions of this Agreement.
3. SERVICES TO BE PROVIDED BY GRITELL
Gritell shall make itself, its Officers, employees, agents, consultants
and appointees available to ThermoElastic as ThermoElastic's board of
Directors shall require from time to time, to provide management,
57
business and financial advice to the Board throughout the term of the
Agreement.
4. ASSIGNEMNT OF LICENCING AGREEMENT MADE BETWEEN APPLE DENTAL
VENTURES and XXX HYBRECHTS AND GRITELL INTERNATIONAL, LIMITED wrongly
described as GRITELL INTERNATIONAL, LTD.
Gritell hereby agrees to transfer to ThermoElastic or as it may in
writing direct any and all rights, privileged accruing and obligations
attaching to Gritell under a certain Agreement made between Apple
Dental Ventures and Xxx Hybrechts and Gritell International Limited,
wrongly described therein as Gritell International Ltd, upon the
receipt by Gritell of USD 50,000.00 in cash or certified funds, no
later than February 27, 1999.
Upon such assignment by Gritell, ThermoElastic agrees to indemnify
Gritell in respect of any and all liabilities which may have or in the
future may attach Gritell under the said agreement referred to above.
Gritell agrees that it will wither pay the said USD 50,000.00 referred
to above in accordance with the terms of the Licensing Agreement or
provide ThermoElastic Technologies with a properly executed direction
to pay the USD 50,000.00 due under the Licensing Agreement directly.
5. ASSUMPTION OF CONSULTING AGREEMENT MADE BETWEEN GRITELL
INTERNATIONAL LTD, on behalf of ThermoElastic Technologies, Inc. AND
MGM GROUP, INC. DATED OCTOBER 20, 1998.
ThermoElastic hereby agrees to assume all liabilities which might
accrue to Gritell pursuant to a certain Consulting Agreement dated
October 20, 1998 and made between Gritell and MGM Group, Inc. in
respect of certain services provided by MGM Group, Inc. necessary to
endure the success of the Rule 504 raising being undertaken by
ThermoElastic including, but not limited to the payment of all fees and
the delivery of all shares _____ for pursuant to this Agreement to MGM
Group, Inc. Further, ThermoElastic hereby indemnifies and saves
harmless Gritell from any and all claims and liabilities which might be
made or attach to Gritell in respect of this Agreement. A copy of this
Agreement is attached hereto.
Please execute the Acknowledgement at the bottom of this letter to
indicate your agreement with the above terms.
Sincerely,
XXXXXX X. XXXXXX
President
Gritell International Limited
ACKNOWLEDGEMENT
The undersigned by the execution of this Acknowledgment hereby agrees
to accept and be bound by the terms of this Letter Agreement set out
above.
DATED at Toronto as of the ___ day of February, 1999.
ThermoElastic Technologies, Inc.
Per.
XXXXXX X. XXXXXX A.S.A.
