CONSULTING AGREEMENT
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THE EFFECTIVE DATE of the AGREEMENT is the first day of August, 2001.
DYNAMOTIVE ENERGY SYSTEMS CORPORATION
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000-0000 Xxxx 00xx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Company")
AND
VISICA INVESTMENTS & CONSULTING LTD.
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0000 Xxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Consultant")
AGREEMENTS
For good and valuable consideration, the receipt and sufficiency of which each
party acknowledges, the parties hereto agree as follows:
PART 1
APPOINTMENT
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1.01 The Company appoints the Consultant and the Consultant accepts the
appointment, to appoint Xxxxx X. Xxxxx to act as Chief Operating Officer
"Appointment") of the Company upon the terms and conditions of this Agreement
and the Consultant agrees to diligently and faithfully carry out and perform its
duties and obligations described in this Agreement.
PART 2
TERM OF AGREEMENT
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2.01 This Agreement shall commence on the date first appearing in this Agreement
and shall continue for two years ending on July 31, 2003.
PART 3
NO AGENCY
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3.01 Except as specifically provided in this Agreement or authorized by the
Company in writing, the Consultant shall not be deemed to be the agent of the
Company and shall not be authorized or entitled to contract on behalf of or bind
the Company in any dealings with third parties with the exception that as Chief
Operating Officer of the Company, the
Consultant may enter into contracts or bind the Company within the authority
granted to the Chief Operating Officer by the Board of Directors of the Company,
from time to time.
PART 4
DUTIES OF THE CONSULTANT
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4.01 In consideration of the Consulting Fee, the Consultant agrees to carry out
and perform the duties and responsibilities in respect to the Appointment that
would normally be expected in an organization of the size and nature of the
Company and such other services as the Company may from time to time require in
connection with the services named herein.
4.02 As Chief Operating Officer, the Consultant will be responsible for the
efficient and effective Canadian operations of the Company including all
business development and Canadian based personnel issues (to support the
non-resident CEO) and administrative and government relations, securities and
accounting issues on a day to day basis but not on a policy basis.
PART 5
CONSULTING FEE
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5.01 For the first six months of this agreement to January 31, 2002, the
Consultant shall receive a stock option--as set out in the Stock Option
Agreement attached hereto--to purchase 100,000 shares of the Company at $.50 per
share; however, such option shall only vest if the conditions as set out in
Schedule A (attached) are met no later than April 30, 2002. Once such conditions
are met, the Consultant will submit an invoice in the amount of $50,000 USD to
exercise such option.
5.02 From February 1, 2002, in consideration of the performance by the
Consultant of its obligations under this Agreement, the Company shall pay to the
Consultant a consulting fee of $11,666 per month ("Base Consulting Fee"),
payable on the last working day of each month provided however that the amount
payable hereunder may be changed by mutual consent of the parties.
5.03 In addition to the above, the Consultant will be granted stock options--as
set out in the Stock Option Agreement attached hereto--for the purchase of
200,000 common shares of the Company at U.S. $.80 each for five years. Such
Options shall remain exerciseable by the Consultant irregardless of whether the
Consultant continues to provide services to the Company; as such, paragraph 4.
of the attached Stock Option Agreement shall be deleted.
PART 6
EXPENSES AND DISBURSEMENTS
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6.01 In addition to the Consulting Fee the Company shall pay to the Consultant
within thirty (30) days after receipt by the Company of invoices therefor, the
full amount of all
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reasonable expenses, disbursements and out-of-pocket costs incurred by the
Consultant on behalf of the Company in performing its duties under this
Agreement.
PART 7
INDEPENDENT CONTRACTOR
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7.01 Nothing in this Agreement shall create an employment relationship between
the Company and the Consultant and it is hereby understood and agreed that the
Consultant is and will at all times be an independent contractor in respect to
this Agreement.
PART 8
NAME OF CONSULTANT
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8.01 It is understood and agreed that the Company has been induced to enter into
this Agreement by assurances and representations of the consultant that the
particular talents of Xxxxx X. Xxxxx will be available to the Company on a
part-time basis not to exceed on average 3 1/2 days per week. In the event that
Xx. Xxxxx shall become physically or mentally incapacitated for any reason
whatsoever, shall leave the employ of or sell his interest in or resign his
position with the Consultant, then the Company shall have the right to forthwith
terminate this Agreement upon (30) days notice in writing to the Consultant.
PART 9
CONFIDENTIALITY
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9.01 The Consultant shall not, either during the term of its appointment or at
any time thereafter, disclose to any person, firm or corporation any information
concerning the business or affairs of the Company which the Consultant may have
acquired in the course of or incidental to its Appointment hereunder or
otherwise, whether for its own benefit, or to the detriment, or intended or
probable detriment, of the Company.
PART 10
TERMINATION
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10.01 Either party may give 90 days written notice of intention to terminate
this Agreement, which shall terminate accordingly.
PART 11
NO FURTHER OBLIGATION
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11.01 Notwithstanding this Agreement and subject to sections 8.01 and 9.01,
either party shall be free to develop other business opportunities and
technology on its own or with other groups, partners, associates and
consultants, without obligation to include the other party in such technology
and projects.
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PART 12
TERMINATION UPON DEFAULT
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12.01 In addition to Parts 8, 9 and 10 the Company shall be entitled to
terminate this Agreement upon ten (10) days notice in writing to the Consultant
in the event that any of the following events of default have occurred:
(a) the Consultant shall be in default in the observance or performance of
any term or condition of this Agreement required to be done, observed
or performed by the Consultant and the default continues for a period
of thirty (30) days following receipt of written notice of such
default from the Company;
(b) an order shall be made or resolution passed or petition filed for the
winding-up of the Consultant; and
(c) the Consultant shall commit or threaten to commit any act of
bankruptcy or shall become insolvent or shall make an assignment or
proposal under the Bankruptcy Act or a general assignment in favour of
its creditors, or if a bankruptcy petition shall be filed or presented
against the Consultant.
PART 13
NOTICE
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13.01 Any notice required to be given hereunder by any party shall be given or
made in writing and either delivered personally or sent by registered mail,
postage prepaid, addressed to the Company at:
000-0000 Xxxx 00xx Xxxxxx,
Xxxxxxxxx, X.X. X0X 0X0
or addressed to the Consultant at:
0000 Xxxx Xxxxxx,
Xxxxxxxxx, X.X. X0X 0X0
or to such other address at which any of the parties hereto may from time to
time notify the others in writing. The time of giving or making such notice
shall be, if delivered, when delivered, and if mailed, then on the fifth (5th)
business day after the day of mailing thereof.
PART 14
HEADINGS
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14.01 The headings of this Agreement are inserted for convenience only and shall
not affect the construction of this Agreement.
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PART 15
TIME OF ESSENCE
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15.01 Time shall be of the essence of this Agreement.
PART 16
ENUREMENT
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16.01 This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their permitted successors and assigns.
PART 17
ASSIGNMENT
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17.01 Neither party to this Agreement shall be entitled to assign its benefits,
interests or obligations under this Agreement without the written consent of the
other party hereto.
TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Agreement as
set out below.
DYNAMOTIVE ENERGY SYSTEMS CORPORATION
Per:/s/ Xxxxxxx Xxx
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Authorized Signatory
VISICA INVESTMENTS & CONSULTING LTD.
Per:/s/ Xxxxx X. Xxxxx
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Authorized Signatory
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