EXHIBIT 10.10
VELOCITY
PRODUCT SOLUTIONS, INC.
December 5, 2003
Xx. Xxxxxx Xxxxxx
Chairman & CEO
Alternate Energy Corporation
0000 Xxxxx Xxxxxxx Xxxx, xxxx 000
Xxxxxxxxxx, Xxxxxxx X0X 0X0 VIA EMAIL CONFIDENTIAL
Dear Xxxxxx,
RE: ADDENDUM TO OCTOBER 30/03 LETTER OF ENGAGEMENT FOR EXPANDED EXECUTIVE
MANAGEMENT SERVICES
As discussed this morning, this document is an Addendum to our October 30/03
Agreement, which is the existing working arrangements for a three (3) month
renewable contract, effective January 1/04 through to March 31/04, between
Corbee Dutchburn, Xxxx Xxxxxx (Velocity Product Solutions Inc. (VPSI)) and
Alternate Energy Corporation (AEC).
It is understood and acknowledged that together, we will be acting as:
o Corbee Dutchburn (President & C.O.O.)
o Xxxx
Xxxxxx (Executive V.P.)
It is understood by all concerned that Corbee and Xxxx
will not hold the title or position of Directors of Alternate Energy
Corporation.
Our firm will now be responsible for:
A) Executive Management:
1) Develop and manage the strategic direction, business model, marketing,
sales/licensing and production/manufacturing plans for AEC to achieve
its objectives,
2) Work together as active, core members of the Management Team with the
existing senior executives (i.e. Xxxxxx Xxxxxx and Xxxx Xxxxxx). This
AEC Management Team will regularly develop and review strategies,
present and decide/establish policies, processes, procedures on all
key initiatives and company directions, and be responsible for the
effective daily operations and execution of the to be completed
Business Plan for the company, both for internal/administrative and
external areas.
3) Manage the daily marketing planning and execution, communications,
strategic alliances (including sales), production,
testing/certification and technical resources (people, suppliers and
budgets).
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Continue to develop, manage and execute:
B) Marketing and Communications:
1. Undertake and complete Market Studies and Analysis for AEC's new
hydrogen technology, to determine which markets and organizations to
target, in what priority by segment, R.O.I. and geographic potential,
how and when to market to them and with what messaging and marketing
tools,
2. Incorporate and develop a detailed Strategic Marketing Plan and Action
Plan for the commercial launch of this new technology and/or products,
as part of AEC's development of the full Business Plan,
3. Develop new products and services surrounding the initial Hydrogen
production product (i.e. Hydrogen Installation & Services Teams, new
detection devices etc.), in order to fuel the growth of AEC,
4. Assemble and manage a database of key industry contacts (including
existing non-investor AEC contacts in Business Development, New
Markets, Media etc),
5. Manage the communications for the company, including Public & Media
Relations for key business markets (working with Xxxxx and Xxxx
Xxxxxx, managing the Investor Relations functions, handled by Xxxxxxx
Xxxxxx)
C) Engineering, Production and Operations:
1. In alignment with the Marketing Strategy, manage the product design
development process,
2. Develop and manage the execution of the complete Manufacturing and
Operations Plan, examining all key options for production.
COMPENSATION FOR SERVICES:
AEC shall pay VPSI for these expanded senior management services by Corbee
Dutchburn and Xxxx Xxxxxx with a monthly Fee of $30,000 (plus applicable 7% GST)
paid to Velocity Product Solutions Inc. The term of this arrangement is for 90
days from January 1, 2004, with an option to renew. VPSI will be invoicing these
monthly Fees on the first day of each month, due within 10 days of invoice date.
It has been noted and understood that the current stock holdings can only be
sold 90 days after employment is severed in writing for each of Corbee Dutchburn
and Xxxx Xxxxxx.
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TERMS:
1. This Agreement, our performance, the Compensation and Terms will be
reviewed at three (3) month intervals from the date of signing of this
Agreement.
2. AEC will fully disclose and make available upon the written approval of
this document for planning purposes all relevant background data, product
testing and technology reports, budgets, any available business plans,
documents/notes and all relevant contacts and information to assist Corbee
and Xxxx in undertaking achieving the goals of this project.
3. As per the September 24/03 signed AEC Non-Disclosure Agreement, Corbee
Dutchburn and Xxxx Xxxxxx will keep confidential all information derived
from the work and agree not to use or disclose any such information except:
a) for the purposes of this Agreement,
b) unless the information is publicly available or becomes publicly
available through no fault of VPSI, or
c) as otherwise permitted by as otherwise permitted by AEC in writing. in
writing.
4. Any potential strategic associates and/or suppliers will sign an AEC
Non-Disclosure, Non-Use and Non-Compete Agreement.
5. Results of any evaluations, studies and/or Business Plans or that Corbee
Dutchburn and/or Xxxx Xxxxxx develop are the sole property of AEC.
6. Indemnification: Corbee Dutchburn, Xxxx Xxxxxx and VPSI will not be held
liable or responsible for punitive damages or claims of any kind, claimed
by anyone against AEC, its owners or affiliates, or claims by AEC against
VPSI based on the client-approved materials or supplied data, and/or VPSI
recommendations.
7. Any applicable GST and PST taxes are extra.
8. All required travel expenses including airfare, accommodations, per diems,
car rental, etc. are extra and billable to AEC. Expense Estimates will be
sent for AEC approval for any required travel/production/out of pocket
expenses. Expense invoices are due for payment within 15 days of invoice
date.
9. All parties shall have a thirty (30) day cancellation clause, and may
cancel for any reason with any outstanding expenses due to VPSI, Corbee
Dutchburn and/or Xxxx Xxxxxx, to be reimbursed by AEC within 30 days.
Upon review and acceptance of this proposal, please sign one copy (see below)
and fax this to our attention at your earliest convenience (VPSI fax #
000-000-0000).
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Xxxxxx, thank you again for your confidence and for this great, challenging
opportunity to help grow the AEC business, to realize its maximum potential.
We look forward to a very successful, long term relationship.
Sincerely,
/s/ XXXX XXXXXX /s/ CORBEE DUTCHBURN
Xxxx Xxxxxx Corbee Dutchburn
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ACCEPTANCE OF THIS LETTER OF ENGAGEMENT
Accepted entirely as written above.
Date:
--------------------------------- -------------------
Xx. Xxxxxx Xxxxxx
Chairman & CEO
Alternate Energy Corporation
0000 Xxxxx Xxxxxxx Xxxx, xxxx 000
Xxxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
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