Exhibit 10(vi)
Exhibit 10(vi) Termination Agreement
TERMINATION OF CONSULTING AGREEMENT
This AGREEMENT, dated as of April 15, 2000, by and between
B.A.M.I. CONSULTING, S.A., a British Virgin Islands corporation (the
"Consultant"), and New Generation Plastic, Inc., a Delaware corporation ("NGP")
(the "Company").
RECITALS
WHEREAS, the Consultant and the Company entered into that
certain Consulting Agreement dated as of April 15, 1999 (the "Consulting
Agreement"), under which the Company agreed to pay the Consultant a fee of
$75,000 per month for services rendered thereunder; and
WHEREAS, the Company is reorganizing its business and the
parties desire to terminate the Consulting Agreement; and
WHEREAS, the termination of the Consulting Agreement shall
become effective pursuant to the terms hereinafter set forth;
NOW THEREFORE, the parties hereby agree as follows:
1. Termination The Consultant and the Company agree that the Consulting
Agreement shall be deemed terminated as of December 31, 1999.
2. Payment of Accrued Consulting Fees Notwithstanding the foregoing,
at the sole option of the Consultant all or part of the amount of the accrued
and unpaid consulting fees due under the Consulting Agreement may be satisfied
by the issuance by the Company of its common stock at a per share value
determined by an independent committee of the Board of Directors. The parties
hereby agree that the amount of consulting fees due is $675,000, which
represents the amount accrued through December 31, 1999.
3. Miscellaneous
a. Assignment. This Agreement may not be assigned by any party without
the prior written consent of the other parties.
b. Waivers. Any delay or forbearance by either party in exercising any
right hereunder shall not be deemed a waiver of that right.
c. Entire Agreement. This Agreement and the Consulting Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersedes any and all agreements, either oral or written,
between the parties hereto with respect to the subject matter hereof. Each party
to this Agreement acknowledges that no representations, inducements, promises,
or agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, that are not embodied herein, and that no other
agreement, statement, or promise not contained in this agreement shall be valid
or binding. Any modification of this Agreement will be effective only if it is
in writing signed by the party to be charged.
d. Severability. If any provision of this Agreement shall be held to be
invalid or unenforceable in any jurisdiction in which this Agreement is being
performed, then the meaning of such provision shall be construed so as to render
it enforceable, to the extent feasible; and if no feasible interpretation would
save such provision, it shall be severed from this Agreement and the remainder
shall remain in full force and effect. However, in the event such provision is
considered an essential element of this Agreement, the parties shall promptly
negotiate a replacement thereof.
e. Partial Invalidity. If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
f. Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of law principles.
g. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties, their successors, and permitted assigns.
h. Negotiated Agreement. This Agreement is the result of negotiations
between the parties. Accordingly, no party to this Agreement shall be deemed to
be the author of this Agreement and there shall be no presumption that this
Agreement is to be construed for or against any party to this Agreement on the
basis of the authorship of this Agreement.
i. Headings. The headings in this Agreement are inserted merely for the
purpose of convenience and shall not affect the meaning or interpretation of
this Agreement.
j. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument. This Agreement may be
executed by facsimile signatures.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.
Consultant:
B.A.M.I. CONSULTING, S.A.
By: /s/ Jacques Mot
-------------------------------
Name: Jacques Mot
Title: Chairman
Company:
NEW GENERATION PLASTIC, INC.
By: /s/ Xxxx Hokfelt
-------------------------------
Name: Xxxx Hokfelt
Title: Chief Executive Officer
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