CONSULTING AGREEMENT
EXHIBIT
10.13
December
10, 2004
Whereas
Liikfam Holdings Inc. (hereinafter “Liikfam”) is in the business of providing
strategic management and financial services, and whereas Astris Energi Inc.
(hereinafter the “Company”) wishes to contract for these services in connection
with the commercialization of its fuel cell technology, the parties hereto
agree
to the following terms:
Objective
The
primary objective of the initial phase of Liikfam’s involvement will be to
prepare the Company for and arrange an interim financing in the range of US
$1
to $2 million to facilitate the ongoing operations of the Company and to provide
it with sufficient financing to demonstrate viable small volume commercial
production of its MC250 fuel cell stack. The financing would be contingent
on
the demonstration of initial production capability from it’s European based
production facility as well as the achievement of a significant commercial
partnership or meaningful production order. Thereafter, Liikfam will assist
the
Company with its preparation for a major institutional financing in the range
of
US $10 million. In so doing, Liikfam would utilize its contacts with both US
and
Canadian brokerage firms to encourage analyst coverage of the Company and work
toward a full listing of the Company either on a Canadian or US exchange.
Liikfam would also assist in the efforts to secure a strategic industry investor
who in turn would assist with the financing efforts and assist in the
commercialization effort.
Time
Commitment
Liikfam
will make available Xxxxxxx Xxxx to provide consulting services described
herein. On average, he will devote a minimum of one and one half days per week,
subject to annual review.
Compensation
Liikfam
will be compensated from the date hereof, for all of the foregoing consulting
services at a rate of Cdn $8,333 per month plus GST payable in shares or cash
at
the Company’s discretion. In the event that the Company opts for share based
compensation, shares would be issued quarterly at the end of each completed
quarter on the same basis as all quarterly share payments are made to directors
and employees. For the period commencing after the interim financing of USD
$2
million, the form of payment (shares or cash) shall be at Liikfam’s
discretion.
Expenses
The
Company will reimburse Liikfam for all reasonable business expenses; expenses
over $1000 will require prior approval. Mileage will be paid at the rate of
$0.30 per km.
Termination
This
agreement may be terminated by either party providing a 30 day notice in writing
to the other party.
Agreed
to
this 10th day of December, 2004, in Mississauga by:
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Liikfam
Holdings Inc.
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“Jiri
Nor”
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“Xxxxxxx
Xxxx”
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Per:
Jiri Nor
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Per:
Xxxxxxx Xxxx
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President
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President
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