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EXHIBIT 10.2
CONSULTING AGREEMENT
BETWEEN GROVE CAPITAL CORPORATION.
AND PROBEX CORP.
This Agreement is made effective as of December 16, 1997, by and between Probex
Corp., of 0000 Xxxxxx Xxxxxx Xxxx, Xxxxxx, Xxxxx 00000 (Company), a Colorado
corporation, and GROVE CAPITAL CORPORATION, a Georgia corporation (Consultant).
Company and Consultant are hereafter collectively referred to as parties.
Consultant has a background in financial structuring of projects.
Company has developed an innovative technology that rerefines used oils and
converts these into base lube oil, fuel oil, and asphalt. Company is proceeding
forward to employ such technology in an operating plant (Rerefining Facility)
through arrangements including procuring supply of used oil, arranging
purchasers of plant output products, securing a site, and procuring financing
for the engineering, procurement, construction, and commissioning of the
Rerefining Facility.
Company desires to have certain services (as defined below) provided by
Consultant, and Consultant agrees to provide such services (as defined below),
to facilitate procurement of financing, and improve the general design and
ultimate operations of the Rerefining Facility.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on the date of this Agreement, Consultant
will assist Company in obtaining a system performance guarantee from Hartford
Steam Boiler & Inspection Company (the "Hartford Technical Guarantee")
2. PAYMENT. Upon the occurrence of the concluded financial closing of funding in
which the Hartford Technical Guarantee is employed, Company will issue to
Consultant 61,000 shares (after adjustment for stock dividends, splits, or
reverse stock splits subsequent to December 1, 1997) of Company common stock
in exchange for assisting in arranging the Hartford Technical Guarantee.
THE SHARES DESCRIBED ABOVE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY OF THE SECURITIES LAWS OR REGULATIONS OF ANY STATE OR OTHER JURISDICTION.
NOTWITHSTANDING ANY PUBLISHED QUOTATIONS FOR ANY OF THE SECURITIES, THE
SECURITIES MAY NOT BE RESOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER SUCH
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE COMPANY INTENDS TO
UTILIZE ITS BEST EFFORTS TO REGISTER THE COMMON STOCK FOR RESALE BY CONSULTANT
ON A "PIGGY BACK" BASIS, IN CONNECTION WITH ANY FUTURE REGISTRATION OF ANY OTHER
SHARES OF THE COMPANY'S COMMON STOCK. HOWEVER, THE COMPANY HAS NO
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OBLIGATION TO SO REGISTER THE SHARES OF COMMON STOCK AND CONSULTANT SHOULD NOT
RELY ON THE EVENTUAL REGISTRATION OF THE COMMON STOCK IN ACCEPTING THESE SHARES
AS CONSIDERATION FOR SERVICES. ACCORDINGLY CONSULTANT MAY BE REQUIRED TO BEAR
THE ECONOMIC CONSEQUENCES OF HOLDING THE COMMON STOCK FOR AN INDEFINITE PERIOD
OF TIME. IN ADDITION CONSULTANT IS PROHIBITED FROM ANY SALES OF THE SHARES UNTIL
SUCH TIME AS THE REREFINING FACILITY HAS ACHIEVED SUCCESSFUL OPERATION AS
DEFINED IN THE ABOVE PARAGRAPH.
3. TERM/TERMINATION. This Agreement shall be effective for a period of 12
months. This Agreement may be extended under the same terms by mutual
agreement in writing between the Consultant and the Company.
4. RELATIONSHIP OF PARTIES. It is understood by the parties that Consultant is
an independent contractor with respect to Company, and not an employee of
Company. Company will not provide fringe benefits, including health insurance
benefits, paid vacation, or any other employee benefit, for the benefit of
Consultant. Consultant shall be responsible for any and all taxes pertaining
to this Agreement.
5. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage prepaid, addressed as follows:
Company:
Xxxxxx X. Xxxxxx
Chief Executive Officer
Probex Corp.
0000 Xxxxxx Xxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Consultant:
Xxxxxxx X. Xxxxx
President
Grove Capital Corporation
Eleven Piedmont Center, Suite 611
0000 Xxxxxxxx Xxxx, X. X.
Xxxxxxx, XX 00000
Each party may change its address from time to time by either party by providing
written notice to the other in the manner set forth above.
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6. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties
and there are no other promises or conditions in any other agreement whether
oral or written. This Agreement supersedes any prior written or oral agreements
between the parties. Each party expressly represents that they have not
executed, nor are they party to, any Agreement that is in contravention to this
Agreement, or that would render this Agreement invalid or unenforceable under
applicable laws.
7. AMENDMENT. This Agreement may be modified or amended only if the amendment is
made in writing and is signed by both parties.
8. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
9. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
10. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
Texas.
So signed and executed by the parties:
Company
Probex Corp.
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxx Xxxxxx
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Xxxxxx X. Xxxxxx Xxxx Xxxxxx
Chief Executive Officer President
Consultant:
Grove Capital Corporation
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
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