CONSULTING AGREEMENT
--------------------
THIS AGREEMENT is made and dated for reference the 1st day of January, 2001.
DYNAMOTIVE TECHNOLOGIES CORPORATION
-----------------------------------
000-0000 Xxxx 00xx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Company")
AND
Hebblewhite Investments Limited
The Eurolife Building
PO Box 233
1 Corral Road
Gibraltar
(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
-----------
1.01 The Company appoints the Consultant and the Consultant accepts the
appointment, who in turn agrees to provide the services of Xx Xxxxxxx Xxxxxx
Xxxx of Cottars, St. Leonards Hill, Windsor, Berkshire, SL4 4AL, England, to act
as Chief Financial Officer, ("Appointment") 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 and ensure
that Xx Xxxx also complies with these terms.
PART 2
TERM OF AGREEMENT
-----------------
2.01 This Agreement shall commence on January 1, 2001 and shall continue until
June 31, 2002.
PART 3
NO AGENCY
---------
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
Financial Officer, Dynamotive Corporation, the Consultant may enter into
contracts or bind the Company within the authority granted to the Consultant by
a resolution approved by the Board of Directors of the Company, from time to
time.
PART 4
DUTIES OF THE CONSULTANT
------------------------
4.01 In consideration of the Consulting Fee, the Consultant agrees to provide
the services of Xx Xxxx 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.
PART 5
CONSULTING FEE
--------------
5.01 In consideration of the performance by the Consultant of its obligations
under this Agreement, the Company shall pay to the Consultant, an annual
consulting fee of U.S. $135,000 ("Base Consulting Fee") payable in Common Shares
on the basis of 15,000 shares at the end of each month having an agreed value of
$0.75 per share, during the first 12 months of the agreement. For the balance of
6 months and not less than 30 days prior to the anniversary of this agreement
any party can declare cash payment. If Cash Payment is not declared, the shares
shall be valued at the resultant of the simple average of the closing bid price
for 20 consecutive days prior to the declaration date. If a cash basis is
adopted the consultant shall invoice the Company monthly. For the first 12
months this contract shall be deemed sufficient evidence for the issuance of the
shares due.
PART 6
EXPENSES AND DISBURSEMENTS
--------------------------
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 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
----------------------
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
XXXXXXX XXXXXX XXXX
-------------------
8.01 It is understood that and agreed that the Company has entered into this
Agreement by assurances and representations that the particular talents of
Xxxxxxx X. Xxxx will be available to the Company on a part time basis. In the
event that Xx. Xxxx shall become physically or mentally incapacitated for any
reason whatsoever, shall leave the employment 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
---------------
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. A non-Disclosure Agreement attached hereto
is an integral part of this Agreement and is attached as Schedule A.
PART 10
TERMINATION
-----------
10.01 Either party may give 30 days written notice of intention to terminate
this Agreement clause which shall terminate accordingly but the Company shall
remain liable for all payments and share issues due throughout the term of this
contract (i.e. 18 months).
PART 11
NO FURTHER OBLIGATIONS
----------------------
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.
PART 12
12.01 In the event of termination of this Agreement, the Consultant agrees not
to accept employment with any person, company, partnership or other business
enterprise which is directly competing in any of the Company's businesses at the
time of termination nor will the Consultant
otherwise independently compete in all cases for a period of one year from the
date of termination of this Agreement.
PART 13
TERMINATION UPON DEFAULT
------------------------
13.01 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 14
NOTICE
------
14.01 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:
Xxxxxxx, Xx, Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx XX0 0XX
England
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 15
ENUREMENT
---------
15.01 This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their permitted successors and assigns.
PART 16
ASSIGNMENT
----------
16.01 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 TECHNOLOGIES CORPORATION
Per:/s/ Xxxxxxx Xxx
---------------------------
XXXXXXX X. XXXX
Per:/s/ Xxxxxxx X. Xxxx
---------------------------
Authorized Signatory
