CONSULTANT AGREEMENT
BETWEEN:
BIOMASSE INTERNATIONAL INC, a company legally constituted in the State of
Florida and located at 721 S.E. 17th Street, suite 200, Fort Lauderdale
(Florida) 33316, legally represented by Benoit DEFRESNE and Jean GAGNON;
(the "Company") OF THE FIRST PART;
AND:
Abdel Jabbar ABOUELOUAFA;
2322 S Cypress Bend Dr. Apt D209,
Pompano Beach, (Florida) 33069
(the "Consultant") OF THE SECOND PART.
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WHEREAS the Company desires to employ the Consultant and the Consultant desires
to accept such employment upon the terms and conditions set forth;
IN CONSIDERATION of the mutual covenants herein contained, the parties agree as
follows:
1. POSITION AND TITLE
The Consultant agrees that he will at all times faithfully, industriously, and
to the best of his skill, ability, experience and talents, perform all of the
duties required in the position of strategic matters. It is also understood and
agreed to by the Consultant that his assignment, duties and responsibilities and
reporting arrangements may be changed without causing termination of this
agreement, on mutual agreement of Consultant and Company.
2. TERM
The present agreement will be effective for a period of five years, starting on
the 1st of April. This agreement may be renewable on the terms and conditions to
be agreed upon by the parties.
-Furthermore, if the death of Abdel Jabbar ABOUELOUFA should occur while in
employment, the Company will pay the fees to his heirs for the lesser of either;
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o TWO (2) years
o The remainder of the contract
3. MONETARY
As full remuneration for all services provided for herein, the Company shall pay
to the Consultant a fee of ONE HUNDRED THOUSAND DOLLARS US ( 100,000 US) per
year, payable in regular installments in accordance with the Company's usual
paying practices. The Company shall annually increase the Consultant's salary
and may in its sole discretion, grant the Consultant a salary increase. Any such
change shall be deemed to be incorporated into this agreement.
However, fees of FIVE THOUSAND DOLLARS US (5,000 US) per month will be payable
beginning the 1st of April 2000 until the inscription of titles by the Company.
The aforementioned fees will increase by TEN PERCENT (10%) each year, this
beginning of the anniversary of the present convention.
At the date of the signature of the present contract, Abdel Jabbar ABOUELOUFA
will receive from the Company ONE MILLION warrants at the exercised price of
1.10 $ until the 31st on January 2002.
4. BONUSES
In addition to the compensation specified in section 3 the Consultant may
receive an annual bonus of the Company, based on performance of the Consultant,
to be defined between parties.
5. BENEFITS
The Consultant shall participate in all benefit plans which the Company may have
or provide in the future, including without limitation medical/hospital and
extended health care benefits , life insurance and wage insurance.
6. LIABILITY INSURANCE
The employer shall contract a liability insurance appropriate to the consultant
functions and responsibilities.
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7. VACATIONS
The Consultant shall be entitled to be paid vacation in each year of FOUR (4)
weeks, in addition to statutory holidays. Such vacations shall be taken at times
in each year as mutually agreed upon by the Company and the Consultant, or be
taken in the form of extra pay at the sole option of the Consultant.
8. AUTOMOBILE EXPENSES
The Company shall provide the Consultant with an automobile and other expenses
generated by use of the automobile. All other expenses in connection with the
car shall be paid by the Company, including insurance, registration,
maintenance, gasoline and oil, etc.
9. STATUTORY DEDUCTIONS AND TAXES
Salary and benefit payments made pursuant to this agreement are subject to such
deductions such as income tax and any other deductions required by law or
statute.
10. REIMBURSEMENT OF EXPENSES GENERALLY
The Company shall reimburse the Consultants for all reasonable expenses actually
incurred by him on the Company's behalf and in the course of his employment upon
presentation of substantiating receipts.
11. FULL-TIME ATTENTION TO BUSINESS
During the Consultant's employment with the Company, the Consultant shall devote
himself exclusively to the business of the Company and shall not be employed or
engaged in any capacity in any other business without the prior written approval
of the Company. The Consultant is employed on a full-time basis for the Company.
It is understood and agreed to by the Consultant that the hours of work involved
will within reason vary and be irregular and are those hours required to meet
the objectives of the employment.
12. TERMINATION
This agreement may be terminated by the Consultant at any time by giving the
Employer with manager majority a two week's notice in writing. The Company may
waive the notice, in whole or in part, but will remain responsible for payment
of all salaries, expenses and bonuses due up until the end of the notice period.
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Also, this agreement may be terminated by the Company on the giving of one
month's notice. At the conclusion of the notice period or expiry of the term or
any renewal thereof, the Company shall pay the Consultant his gross salary as
set out in this agreement for a six (6) month's period, payable at the
Consultant's departure, along with any bonuses or expenses due to the Consultant
at the date of termination.
13. NOTICE
Any notice or other communication required or permitted to be given under this
agreement shall be in writing and may be delivered personally or by prepaid
registered mail, addressed in the case of the Company at 721 S.E. 17th Street,
suite 200, Fort Lauderdale (Florida) 33316, and in the case of Consultant at
2322 S Cypress Bend Dr. Apt D209,Pompano Beach, (Florida) 33069.
Notice given by pre-paid registered mail shall be deemed to have been received
by the Recipient on the fourth business day after mailing.
Either party may change the address to which Notice must be delivered upon
simple written notice to the other party.
14. CONFIDENTIAL INFORMATION AND TRADE SECRETS
"PROPRIETARY INFORMATION"
The Consultant shall not, either during the term of his Employment or at any
time thereafter, disclose to any person, unless required by law, any secrets or
confidential information, "Proprietary Information" concerning the business or
affairs or financial position of the Consultant or any company with which the
Company is or may hereafter be affiliated.
"Proprietary Information" shall not include any information which:
a) The Company or its Representative possess on a non-confidential
basis and not in contravention of any applicable law; or
b) Is or becomes generally available through no fault of the Consultant;
or
c) Is received by the Consultant from an independent third party
that is lawfully in the possession of same and under no obligation to
Company with respect thereto; or
d) Is required to be disclosed pursuant to application law or
order of a court of competent jurisdiction; or
e) Any information already known to the Consultant prior to entering
into the present Employment Agreement;
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15. CLIENTELE AND/ OR GOODWILL
At the end of the present agreement, all parties agreed that the Consultant will
not keep his clientele and this without any recurs.
16. WAIVER
The waiver by either party of any breach or violation of any provision of this
agreement shall not operate or be construed as a waiver of any subsequent breach
or violation of it.
17. AMENDMENT OF CONTRACT
This agreement contains the whole of the agreement between the Company and the
Consultant and there are no other warranties, representations, conditions or
collateral agreements except as set forth in this agreement. Any modification to
this agreement must be in writing and signed by the parties hereto or it shall
have no effect and shall be void.
18. SECTIONS AND HEADINGS
The headings in this agreement are inserted for convenience of reference only
and shall not affect interpretation.
19. SEVERABILITY
If any provision of this agreement is determined to be invalid or unenforceable
in whole or in part such invalidity or unenforceability shall attached only to
such provision or part thereof and the remaining part of such provision and all
other provisions hereof shall continue in full force and effect.
20. CHOICE OF LAW
The parties agree that this agreement be governed and interpreted according to
the laws in force in the State of Florida.
The Consultant acknowledges that he has read and understands this agreement, and
acknowledges that he has had the opportunity to obtain independent legal advice
with respect to it.
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BOTH PARTIES HAVE REVIEWED AND AGREED ON ALL THE ABOVE ISSUES; SIGNED IN LAVAL,
THIS 1st DAY OF APRIL 2000.
Consultant Company
____________________________________
Abdel Jabbar ABOUELOUAFA Benoit DUFRESNE
BIOMASSE INTERNATIONAL INC
____________________________________
Jean GAGNON
BIOMASSE INTERNATIONAL INC
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