THIS AGREEMENT dated this 19th day of November, 1997
BETWEEN:
EPS ENVIRONMENTAL INC. D/B/A/
SOLUCORP INDUSTRIES LTD.
a body corporate, having a business office at
000 Xxxx Xxxxx Xxxx, Xxxx Xxxxx, XX 00000 X.X.X.
(hereinafter referred to as "SOLUCORP")
OF THE FIRST PART
AND:
XXXX XXXXXXX
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxx, Xx 00000
(hereinafter referred to as "MB")
OF THE SECOND PART
WHEREAS:
A. Solucorp is in the business of developing products for environmental
markets with specific focus on solving heavy metals contamination;
B. Solucorp owns soil remediation technologies including the patent-pending
MBS(R) technology;
C. Solucorp Industries Ltd. operates under its registered name of Solucorp(R);
D. MB is an expert in financial consulting;
E. Solucorp is interested in entering into an Agreement with MB for the
purpose of financial consulting and analysis for promoting its hazardous
soil remediation products;
Page two of three
Xxxx Xxxxxxx
Solucorp Industries Inc.
November 19, 1997
NOW THEREFORE THIS AGREEMENT WITNESSETH in consideration of the mutual
convenants and premises contained herein, the parties agree as follows:
1. MB will provide Solucorp with financial consulting on an as needed basis
for the period of 24 months by date of signing of this agreement.
2. MB will be present during its financial meetings regarding Solucorp and its
products and services which will include the patent-pending MBS(R) soil
remediation technology, EPSE chemicals, the Environmental Training
Institute, Tri State Restoration and transport of hazardous waste.
3. In consideration for these services by MB, Solucorp agrees to pay MB the
total sum of 50,000 free trading shares to be paid up front and will cover
prepayment for the 24 month period effective the date of signing.
4. Solucorp agrees to indemnify and save harmless MB from all claims, causes
of action, debts or damage which may arise pursuant to or connected with MB
involvement with Solucorp under this Agreement or otherwise which claim,
cause of action, debt or damage is not caused by the negligence or
misfeasance of MB or his agents;
5. MB agrees to indemnify and save harmless Solucorp from all claims, causes
of action, debts or damage which may arise pursuant to or connected with
Solucorp's involvement with MB under this Agreement or otherwise which
claim, cause of action, debt or damage is not caused by the negligence or
misfeasance of Solucorp or its agents;
6. This Agreement may not be assigned by either party without the written
consent of the other and is subject to Solucorp Board of Directors
approval.
10. This Agreement shall be governed by the laws of the State of New York and
the parties attorn to the jurisdiction of the Superior Court of New York,
in Rockland County, State of new York, with respect to any disputes.
Page three of three
Xxxx Xxxxxxx
Solucorp Industries Inc.
November 19, 1997
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
The Common Seal of
Xxxx Xxxxxxx
was hereunder affixed in the
presence of:
/s/ Xxxx X. Xxxxxxx
---------------------------------
Authorized Signatory
Date: 11/19/97
The Common Seal of
Solucorp Industries Ltd. was
hereunder affixed in the
presence of:
/s/ Xxxxx Xxxxxx
---------------------------------
Authorized Signatory
Date: 11/19/97
