Exhibit 10.35
CONSULTING AGREEMENT
This agreement made this ___ day of March, 1997 by and between IDM
Environmental Corp., a New Jersey corporation (the "Company"), with its
principal offices located at 000 Xxxxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxxxx,
00000 and SAGA Promotions, Inc., a New York corporation (the "Consultant"), with
its principal offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WITNESSETH
WHEREAS, the Company desires to retain the Consultant and the Consultant
desires to be retained by the Company, all pursuant to the terms and conditions
hereinafter set forth;
WHEREAS, the Consultant intends to perform such services through one or
more principals of Consultant (the "Principals");
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, it is agreed as follows:
1. Retention.
---------
(a) The Company hereby retains the Consultant to perform consulting
services relating to investment banking matters, and the Consultant hereby
accepts such retention and shall perform for the Company the duties describes
herein, faithfully and to the best of its ability. (b) The Consultant agrees, to
the extent reasonably required in the conduct of the business of the Company, to
place at the disposal of the Company its judgment and experience and to provide
consulting services (the "Consulting Services") to the Company including, but
not limited to, the following:
(i) review the Company's managerial and financial requirements;
(ii) review budget and business plans;
(iii) analyze and assess alternatives for the Company, presented by the
Company, for raising capital, including public or private offerings of the
Company's securities;
(iv) advise with regard to shareholder relations and public matters;
(v) provide introductions to professional analysts and money managers;
(vi) provide periodic evaluations of the Company;
(vii) assist the Company in financing arrangements; and
(viii) provide evaluations of competitors.
2. Term.
----
The term of this Agreement shall continue for a period of two years from
and after the date hereof.
3. Compensation.
------------
In consideration for the Consulting Services to be rendered by the
Consultant to the Company, the Company hereby grants to the Consultant an option
to purchase from the Company one hundred fifteen thousand (115,000) shares of
the common stock of the Company, $0.001 par value, at an exercise price of $3.00
per share subject to the terms and conditions set forth on Appendix A attached
hereto and made a part hereof (the "Option").
4. Liability of Consultant.
-----------------------
In furnishing the Company with consulting services herein provided, the
Consultant shall not be liable to the Company or its creditors for errors of
judgment or any other cause except willful malfeasance, bad faith or reckless
disregard of its obligations and duties under the terms of this Agreement.
5. Status of Consultant.
--------------------
The Consultant shall be deemed to be an independent contractor and, except
as expressly provided or authorized in this Agreement, shall have no authority
to act for, bind or represent the Company.
6. Other Activities of Consultant; Confidentiality.
-----------------------------------------------
(a) The Company recognizes that the Consultant now renders and may continue
to render financial consulting and other investment banking services to other
companies which may or may not conduct business and activities similar to those
of the Company.
(b) The Consultant shall not be required to devote its full time and
attention to the performance of its duties under this Agreement, but shall
devote only so much of its time and attention as shall be reasonably necessary
for such purposes.
(c) Consultant shall maintain the confidentiality of all confidential
and/or proprietary information which the Company discloses to Consultant.
7. Control.
-------
Nothing contained herein shall be deemed to require the Company to take any
action contrary to its Certificate of Incorporation or By-Laws, or any
applicable statute or regulation, or to deprive its Board of Directors of their
responsibility for any control of the conduct of the affairs of the Company.
8. Notices.
-------
Any notices hereunder shall be sent to the Company and the Consultant at
their respective addresses above set forth. Any notice shall be given by
registered or certified mail, postage prepaid, and shall be deemed to have been
given when deposited in the United States mail. Either party may designate any
other address to which notice shall be given, by giving written notice to the
other of such change of address in the manner herein provided.
9. Governing Law.
-------------
This Agreement has been made in the State of New Jersey and shall be
construed and governed in accordance with the laws thereof without regard to
conflicts of laws.
10. Entire Agreement.
----------------
This Agreement contains the entire agreement between the parties, may not
be altered or modified, except in writing and signed by the party to be charged
thereby and supersedes any and all previous agreements between the parties.
11. Binding Effect.
--------------
This Agreement shall be binding upon the parties hereto and their
respective heirs, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
IDM ENVIRONMENTAL CORP.
By: /s/ Xxxx Xxxxxxxx
--------------------------
Xxxx Xxxxxxxx, President
SAGA PROMOTIONS, INC.
By: /s/ Xxxxxx Xxxxxxx
---------------------------
Xxxxxx Xxxxxxx, President
saga.consul
r:\legal\invrelat
