CONSULTING AGREEMENT
Made
and
entered this 2nd
day of
August, 2005
Between:
Astris
Energi Inc., with
offices at 0000-0 Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx
(Hereinafter
the “Client”
or
“Company”)
ON
ONE PART;
and:
New
Century Capital Consultants, Inc., with offices at 0 Xxxxx Xxxx Xx. Xxxxx
Xxxx,
XX 00000
(Hereinafter:
The “Consultant")
ON
THE SECOND PART;
WHEREAS,
the
Company requires consulting, advice, and expertise;
WHEREAS,
the
Consultant has experience in the respective areas that will be of benefit
to the
Company in its on going business, plans and goals;
WHEREAS,
the
Client therefore desires to retain the Consultant to
make
introductions and to give general advice concerning business development.
(Hereinafter:
"Services");
WHEREAS,
the
Consultant has agreed to provide the Services to the Company on the terms
and
conditions set forth in this Agreement.
NOW
THEREFORE,
in
consideration of the premises and mutual agreements and covenants hereinafter
set forth, the parties hereto agree as follows:
ARTICLE
1
CONSULTANT'S
AGREEMENT
SECTION
1.1 APPOINTMENT OF CONSULTANT.
The
Client hereby appoints the Consultant to perform the Services for the benefit
of
the Company and the Client hereby authorizes the Consultant to exercise such
powers as provided under this Agreement. The Consultant accepts such appointment
on the terms and conditions herein set forth and agrees to provide the Services.
SECTION
1.2 PERFORMANCE OF AGREEMENT.
During
the term of this Agreement, the Consultant shall devote sufficient time,
attention, and ability to the Company, and to any affiliate or successor
company, as is reasonably necessary for the proper performance of the Services
pursuant to this Agreement. Nothing contained herein shall be deemed to require
the Consultant to devote his exclusive time, attention and ability to the
business of the Company. During the term of this Agreement, the Consultant
shall, and shall cause each of his agents assigned to performance of the
Services on behalf of the Consultant, to:
a)
At all
times perform the Services faithfully, diligently, to the best of his abilities
and in the best interests of the Company;
b)
Devote
such of his time, labor and attention to the business of the Company as is
necessary for the proper performance of the Services hereunder.
SECTION
1.3 AUTHORITY OF CONSULTANT. The
Consultant shall have no right or authority, express or implied, to commit
or
otherwise obligate the Company in any manner whatsoever except to the extent
specifically provided herein or specifically authorized by the Company.
SECTION
1.4 INDEPENDENT CONSULTANT.
In
performing the Services, the Consultant shall be an independent contractor
and
not an employee or agent of the Company, or Client except that the Consultant
shall be the agent of the Company solely in circumstances where the Consultant
must be the agent to carry out his obligations as set forth in this Agreement.
Nothing
in this Agreement shall be deemed to require the Consultant to provide the
Services exclusively to the Company and the Consultant hereby acknowledges
that
the Company is not required and shall not be required to make any remittances
and payments required of employers on the Consultant’s behalf and the Consultant
or any of his agents shall not be entitled to the fringe benefits required
by
law and provided by the Company to its employees.
ARTICLE
2
CLIENTS
AGREEMENTS
SECTION
2.1 COMPENSATION OF CONSULTANT.
In
consideration for the performance of services to be rendered by Consultant
for
the benefit of the Company and in consideration for the services rendered
hereunder, the Client hereby agrees to pay Consultant as follows;
The
Company shall grant to the Consultant Warrants (the “Warrants”); to purchase up
to 3,000,000 shares of the common stock of the Company as follows:
| - |
Warrant
to purchase 1,000,000 shares at an exercise price of .20¢ per share within
30 days of this Agreement;
|
| - |
Warrant
to purchase 1,000,000 shares at an exercise price of .50¢ per share within
90 days of this Agreement;
|
| - |
Warrant
to purchase 1,000,000 shares at an exercise price of .25¢ per share within
two (2) years of this Agreement
|
The
Company will, to the extent necessary to permit the sale of such shares,
grant
“piggy back” registration rights to include all shares of the Common Stock
issueable upon exercise of the Warrants in its registration statement filed
by
the Company under the Securities Act of 1933, or cause such registration
statement to be amended to include all shares of Common Stock issuable upon
exercise of the Warrants, which in either case should be no longer than 30
days
after execution of this Agreement.
ARTICLE
3
TERM
SECTION
3.1 EFFECTIVE DATE.
This
Agreement shall become effective on August 2, 2005 (the "Effective Date"),
and
shall continue for a period of twelve (12) months from the Effective Date
or
until Terminated pursuant to the terms of this Agreement ("Term").
ARTICLE
4
CONFIDENTIALITY
SECTION
4.1 CONFIDENTIALITY.
The
Consultant shall not, except as authorized or required by his duties, reveal
or
divulge to any person or companies any of the trade secrets, secret or
confidential operations, processes or dealings or any information concerning
the
organization, business, finances, transactions or other affairs of the Company,
which may come to his knowledge during the term of this Agreement and shall
keep
in complete secrecy all confidential information entrusted to him and shall
not
use or attempt to use any such information in any manner which may injure
or
cause loss, either directly or indirectly, to the Company's business or may
be
likely so to do.
This
restriction shall continue to apply after the termination of this Agreement
without limit in point of time but shall cease to apply to information or
knowledge, which may come into the public domain.
The
Consultant shall comply, and shall cause his agents to comply, with such
directions, as the Company shall make to ensure the safeguarding or
confidentiality of all such information. The Company may require that any
agent
of the Consultant execute an agreement with the Company regarding the
confidentiality of all such information.
SECTION
4.2 OTHER ACTIVITIES.
The
Consultant shall not be precluded from acting in a function similar to that
contemplated under this Agreement for any other person, firm or company.
ARTICLE
5
MISCELLANEOUS
SECTION
5.1 WAIVER; CONSENTS.
No
consent, approval or waiver, express or implied, by either party hereto,
to or
of any breach of default by the other party in the performance by the other
party of its obligations hereunder shall be deemed or construed to be a consent
or waiver to or of any other breach or default in the performance by such
other
party of the same or any other obligations of such other party or to declare
the
other party in default, irrespective of how long such failure continues,
shall
not constitute a general waiver by such party of its rights under this
Agreement, and the granting of any consent or approval in any one instance
by or
on behalf of the Company shall not be construed to waiver or limit the need
for
such consent in any other or subsequent instance.
SECTION
5.2 TERMINATION. Either
party may terminate this Agreement in writing. This agreement may be terminated
for any reason, with 30 days prior written notice.
SECTION
5.3 GOVERNING LAW; JURISDICTION.
This
Agreement and all matters arising thereunder shall be governed by the laws
of
the Province of Ontario applicable therein without giving effect to the rules
respecting conflict of law, and the parties hereby irrevocably submit to
the
exclusive Jurisdiction of the courts in Toronto, Ontario in respect of any
dispute or matter arising out of, or in connection with, this Agreement.
SECTION
5.4 BINDING EFFECT; ASSIGNMENT.
This
Agreement and all of its provisions, rights and obligation shall be binding
and
shall inure to the benefit of the parties hereto and their respective
successors, heirs and legal representatives. This Agreement may not be assigned
by any party except with the written consent of the other party hereto provided
however that any benefit and Compensation provided herein may be assigned
without the consent of the other party hereto.
SECTION
5.5 ENTIRE AGREEMENT AND MODIFICATION.
This
Agreement constitutes the entire agreement between the parties hereto and
supersedes all prior agreements and undertakings, whether oral or written,
relative to the subject matter hereof. To be effective any modification of
this
Agreement must be in writing and signed by the party to be charged thereby.
SECTION
5.6 SEVERABILITY.
If any
provision of this Agreement for any reason shall be held to be illegal, invalid
or unenforceable, such illegality shall not affect any other provision of
this
Agreement, but this Agreement shall be construed as if such illegal, invalid
or
unenforceable provision had never been included therein.
SECTION
5.7 HEADINGS.
The
headings of the Sections and Articles of this Agreement are inserted for
convenience of reference only and shall not in any manner affect the
construction or meaning of anything herein contained or govern the rights
or
liabilities of the parties hereto.
SECTION
5.8 FURTHER ASSURANCES.
The
parties hereto agree from time to time after the execution hereof to make,
do,
execute or cause or permit to be made, done or executed all such further
and
other lawful acts, deeds, things, devices and assurances in law whatsoever
as
may be required to carry out the true intention and to give full force and
effect to this Agreement.
SECTION
5.9 THIRD PARTIES.
Except
as specifically set forth or referred to herein, nothing herein expressed
or
implied is intended or shall be construed to confer upon or give to any person
other than the parties hereto and their permitted successors or assigns,
any
rights or remedies under or by reason of this Agreement.
IN
WITNESS WHEREOF,
the
parties have duly executed this Agreement as of the day and year first above
written.
| Astris Energi Inc., | New Century Capital Consultants, Inc. | ||
| By /s/ Xxxxxxx Xxxxxxx | By /s/ Xxxxxxx Xxxxxxx | ||
|
Title
VP Finance
|
Xxxxxxx Xxxxxxx, President |
||
