MANAGEMENT CONSULTING AGREEMENT
THIS AGREEMENT is made as of the 28th day of April, 2003
Green Power Energy Holdings Corp., a corporation incorporated under the
laws of the State of Delaware
(herein called the "Corporation")
- and -
Medallion Capital Corporation, of the City of Toronto, in the Province of
Ontario, a corporation incorporated under the laws of the Province of
Ontario (herein called Consultant)
WHEREAS the Corporation wishes to engage the Consultant to provide the
consulting services on the terms set out herein;
AND WHEREAS the Consultant wish to accept this engagement by the
Corporation;
NOW THEREFORE in consideration of the mutual covenants and agreements
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. DEFINITIONS
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In this Agreement,
"Agreement" means this agreement as it may be amended from time to time;
"Confidential Information" means all confidential or proprietary
information, intellectual property (including trade secrets) and material
change and material facts relating to the business and affairs of the
Corporation that have not been disseminated to the public;
2. THE CONSULTANT COVENANTS AND AGREES AS FOLLOWS:
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a. The Consultant will conduct a complete due diligence review of the
Corporation and prepare recommendations on financing, going public,
security council, capital structure and other matters related to the
advancement of the Corporation; and
b. said due diligence material shall be compiled in a format suitable for
presentation to Corporate Finance managers in the investment community and
the requirements to take the Corporation public by reverse merger; and
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c. provide such paralegal services as are deemed appropriate; and
d. act as the Corporation's liaison with their security lawyers to assure
expedient processing of all matters for financing and going public at the
most economical cost; and
e. plan and help develop the Corporation's investor relations program to be
set out in a separate agreement; and
f. assist the Management of the Corporation in complying with all securities
and exchange regulations; and
g. advise the Corporation on public disclosure requirements; and
h. cause the Consultant's officers, directors and employees not to disclose
any Confidential Information; and
i. such other investment banking services as are required by the Corporation
in the administration of the Corporation's affairs.
j. The Consultant shall, if deemed advisable, employ other consultants at its
own expense or at the expense of the Corporation if approved in advance.
3. THE CORPORATION COVENANTS AND AGREES AS FOLLOWS:
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a. to keep the Consultant fully informed of Confidential Information as it
develops regarding the Corporation, its assets and financial position.
Authorize key personnel to discuss said Confidential Information with the
Consultant; and
b. to modify the business plan if mutually agreed upon by both parties;
e. to make available key management personnel on reasonable notice for
in-person and conference call meetings, with investors, research analysis
and corporate finance people;
f. to pay the Consultant's fees and expenses when due; .
4. COMPENSATION
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As compensation for the services to be provided by the Consultant
hereunder, the Corporation covenants and agrees to pay the Consultant
$400,000 on April 11, 2003 plus $5,000 per month commencing in the first
month following the completion of a reverse merger in which the Corporation
becomes a publicly traded entity, and each month during the remainder of
the Term hereof. Fees are billed monthly and are due at the end of each
month beginning April 30, 2003 on receipt of invoice; and
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The Corporation will reimburse the Consultants for all reasonable expenses
actually incurred and paid by the Consultants to third parties during the
Term in the performance of the Consultants' services under this Agreement,
upon presentation of expense statements and receipts or such other
supporting documentation as the Corporation may reasonably require. The
Consultants agree to limit these expenses to not more than $500 per month
without the prior written consent of the Corporation and without limiting
the generality of the foregoing shall include postage, long distance,
couriers, photo copying, etc.
5. EQUITY
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Nothing in this agreement shall prevent the Consultant from acquiring an
equity interest in the public company into which the Corporation proposes
the reverse merger.
6. TERM OF AGREEMENT
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This Agreement is for a term of one year from the date first written above
unless earlier terminated.
7. TERMINATION
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This Agreement may be terminated after 30 days from the date the
Corporation shares are trading publicly by either party giving 30 days
written notice of intent to terminate.
8. RELATIONSHIP
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The Relationship of the Consultant to the Corporation is that of an
independent contractor.
9. CONFLICTS
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The Consultant is in the business of providing similar services to other
companies and such services as provided to others whether their business be
similar to that of the Corporation, will not be a breach of this Agreement
or considered a conflict of interest on the part of the Consultant.
10. NO USE OF CONFIDENTIAL INFORMATION
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During and at all times after the termination of this Agreement, the
Consultant will keep confidential all Confidential Information and will not
use, for the benefit of the Consultant or others (except in connection with
the business and affairs of the Corporation in the course of providing
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services hereunder) any Confidential Information and will not disclose any
Confidential Information to any person except in the course of providing
services under this Agreement to a person who is employed by the
Corporation or with the Corporation's prior consent and in accordance with
applicable law. The foregoing prohibition will not apply to any
Confidential Information if:
a) the Confidential Information is available to the public or in the
public domain at the time of disclosure or use;
b) disclosure is required to be made by operation of law, in which case
the Consultant will notify the Corporation immediately upon learning
of that requirement; or
c) disclosure is made with the Corporation's prior written approval.
11. NOTICE
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Any notice or communication to be given or made under this Agreement must
be in writing and addressed as follows:
(a) if to the Consultants:
Medallion Capital Corporation
000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
Phone: 0-000-000-0000
Fax: 0-000-000-0000
Email - xxxxxxx@xxxxxxxxxxxx.xxx
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Attention: Xxxxxxxx Xxxxxx
(b) if to the Corporation:
Green Power Energy Holdings Corp.
0000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX
Phone: 000-000-0000
Fax : 000-000-0000
Email : xxxx@xx.xx.xxx
Attention : Xxxxx Xxxxxxxxx
and will be deemed to be properly given or made on the earliest of the
following:
(i) actual delivery;
(ii) 48 hours after being sent by commercial courier service:
(iii) the day following which any telecopier message is sent.
Notice of change of address for the purpose of notice will also be governed
by this section.
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12. ASSIGNMENT
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This Agreement may not be assigned by either party, without the prior
written consent of the other party.
13. HEADINGS
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The inclusion of headings in this Agreement is for convenience of reference
only and is not to affect construction or interpretation.
14. INVALIDITY OF PROVISIONS
------------------------
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction will, as to that jurisdiction, be ineffective to the extent of
the prohibition or unenforceable without invalidating the remaining
provisions of this Agreement, and any prohibition or unenforceability in
any jurisdiction will not invalidate or render unenforceability of that
provision in any other jurisdiction. For any provision severed there will
be deemed substituted a like provision to accomplish the intent of the
parties as closely as possible to the provision as drafted, as determined
by any court or arbitrator having jurisdiction over any relevant
proceeding, to the extent permitted by the applicable law.
15. ENTIRE AGREEMENT
----------------
This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter. There are no warranties, representations
or agreements between the parties in connection with the subject matter
except as are specifically set out or referred to in this Agreement. No
reliance is placed on any representation, opinion, advice or assertion of
fact made by either party or its directors, officers or agents to the other
party, or its directors, officers or agents, except to the extent that the
same has been reduced to writing and included as a term of this Agreement.
Accordingly, there is to be no liability, either in tort or in contract,
assessed in relation to any such representation, opinion, advice or
assertion of fact, except to the extent aforesaid.
16. WAIVER, AMENDMENT
-----------------
Except as expressly provided in this Agreement, no amendment or waiver of
this Agreement will be binding unless executed in writing by the party to
be bound. The failure of either party at any time to require performance by
the other party of any provisions of this Agreement will in no way affect
the right of that party to require performance of any provisions. No waiver
of any provision of this Agreement will constitute a waiver of any other
provision nor will any waiver of any breach of any provision of this
Agreement be construed as a waiver of any continuing or succeeding breach
of such provision unless otherwise expressly provided.
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17. CURRENCY
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All amounts in this Agreement are stated and will be paid in US currency.
18. GOVERNING LAW
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This Agreement is to be governed by and construed in accordance with the
laws of the State of Delaware.
19. COUNTERPARTS
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This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which together shall constitute one
and the same instrument. Execution and delivery of this Agreement by
exchange of facsimile copies bearing facsimile signature of a party shall
constitute a valid and binding execution and delivery of this Agreement by
such party. Such facsimile copies shall constitute enforceable original
documents.
20. TIME IS OF THE ESSENCE
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Time shall be of the essence of this Agreement.
IN WITNESS WHEREOF THE CORPORATION AND THE CONSULTANTS HAVE EXECUTED THIS
AGREEMENT.
GREEN POWER ENERGY HOLDINGS CORP.
BY: /s/ Xxxxx Xxxxxxxxx
TITLE: CEO &President
MEDALLION CAPITAL CORP.
BY: /s/ Xxxxxxxx Xxxxxx
TITLE: President
