EXHIBIT 99.2
MANAGEMENT CONSULTING AGREEMENT
THIS AGREEMENT dated as of May 1, 2001 is between:
Rotary Power International, Inc., a Delaware Corporation ("RPI")
and
Londonderry Management Services Ltd. an Ontario, Canada Corporation
("LMS").
TERMS AND PROVISIONS
1. PURPOSE: LMS will provide RPI management assistance in making
available to RPI the services of Xxxxxx X. XxXxxxx, a
Canadian citizen ("XxXxxxx"), to be Executive Vice President
and Director of Marketing of RPI. In this capacity, XxXxxxx
shall, subject to the oversight and control of RPI's Board
of Directors, be responsible for the promotion, marketing
and sale of such products and services as are from time to
time offered by RPI. XxXxxxx shall have the authority to
retain such consultants and hire such employees as he may
deem reasonably necessary to fulfill his corporate
responsibilities. XxXxxxx shall report to RPI's Chief
Executive Office ("CEO") and consult with the CEO on matters
of marketing strategy, plans and budgets; retention of
consultants; hiring of employees; and other significant
prospective marketing expenditures and initiatives. XxXxxxx
shall keep the CEO informed of his activities through
periodic reports of RPI's progress in meeting marketing
budgets and goals.
Additionally, LMS will be responsible to provide
administrative, clerical and secretarial services which will
support XxXxxxx. These services will be rendered by persons
or entities to be determined by LMS.
2. TERM: Subject to the provisions of Section 5 below, this Agreement
shall be for a term of 12 months, effective May 1, 2001 and
ending April 30, 2002.
3. FEE: Nine thousand five hundred U.S. Dollars (U.S. $9,500) shall
be payable monthly by wire transfer to LMS's bank account.
Seven thousand ($7,000) is designated for the compensation
of XxXxxxx with respect to his role as Executive
Vice-President and Director of Marketing of RPI. Two
thousand five hundred ($2,500) is designated to compensate
the persons or entities which provide the administrative,
clerical and secretarial services to support XxXxxxx. The
wire transfer instructions will be provided to RPI by LMS at
a later date under separate cover.
4. FIRST PAYMENT: The first payment will be due on May 30, 2001.
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5. TERMINATION: The Agreement may be terminated by either party on 30 days
prior written notice.
6. INDEMNITY: RPI will indemnify LMS against any damages, demands,
litigation or any other claims resulting from the services
provided in accordance with this Agreement, provided that
RPI shall not indemnify for any damages, demands, litigation
or other claims arising out of the gross negligence or
willful misconduct of LMS or its representatives, including
XxXxxxx.
7. EXPENSES: RPI agrees to pay LMS all reasonable out-of-pocket costs
upon submission of appropriate supporting documentation.
8. TAXES: LMS will pay any applicable taxes including goods and
services taxes that may result from this Agreement.
9. ENTIRETY: The terms and provisions herein contained constitute the
entire agreement relating to the subject matter of this
Agreement between RPI and LMS.
10. NOTICES: All notices hereunder shall be in writing and shall be
deemed to have been duly given if delivered by courier or by
fax as follows:
TO: TO:
RPI LMS
Xxxxxx Xxxxx, President and CEO Xxxxxx X. XxXxxxx, President
Rotary Power International, Inc. Londonderry Management Services Ltd.
X.X. Xxx 000 XX#0
Xxx Xxxxxxx Xxxxxx 00 Xxxxxxxxxxxxx Xxxxxxx
Xxxx-Xxxxx, XX 00000 0128 Xxxxxxxxxxx, XX X0X 0X0
Fax: (000) 000-0000 Fax: (000) 000-0000
11. ASSIGNMENT: This Agreement shall not be assigned by either party hereto
without the written consent of the other party. This
Agreement shall inure to the benefit of and shall be binding
upon RPI's successors and LMS's successors.
12. GOVERNING LAW: This Agreement shall be interpreted in accordance with the
laws of the State of New Jersey without regard to principles
of conflicts of law.
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Accepted and Agreed to as of this 1st day of May, 2001:
ROTARY POWER INTERNATIONAL, INC. LONDONDERRY MANAGEMENT SERVICES LTD.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. Xxxxxx Xxxxxx X. XxXxxxx
Chairman President
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