CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement"), effective as of January 2,
2001 between Environmental Oil Processing Technology Corporation ("EOPT"), a
Utah corporation, and Steven Antebi (the "Consultant").
In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Purpose. EOPT hereby engages Consultant as an independent consultant (and
not as an agent, employee, partner or joint venturer) during the term
specified hereinafter to render consulting advice to EOPT upon the terms
and conditions as set forth herein.
2. Term. This Agreement commenced effective as of January 2, 2001 through a
period ending on February 15, 2001 (the "Term"), provided that EOPT may
terminate this Agreement at any time for any reason upon 30 days' prior
written notice to the Consultant; provided further that the provisions of
Sections 4 and 11-17 inclusive will survive termination of this Agreement.
3. Duties of Consultant.
(a) During the Term, Consultant will provide EOPT with such consulting
advice as is reasonably requested by EOPT with respect to financial
planning and the development of a business plan as is reasonably requested
by EOPT. In performance of these duties, Consultant will provide EOPT with
the benefits of its reasonable judgment and efforts. Consultant's duties
will include, but will not necessarily be limited to the following:
(i) Advice regarding the existing and possible alternative financial
structures for EOPT;
(ii) Advice regarding the formulation of business and financing goals
and plans;
(iii) Advice concerning strategic issues, including alliance
partnerships and joint ventures;
(iv) Advice concerning short and long range financial planning;
(v) Advice regarding the implementation of EOPT's goals and plans; and
(vi) Use of Consultant's reasonable best endeavors to comply with all
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reasonable requests of EOPT in relation to the performance of the
duties of the Consultant hereunder.
(b) In connection with rendering its advice hereunder, Consultant and its
employees and agents will be given reasonable access to EOPT's officers,
premises and records.
(c) EOPT acknowledges that Consultant's advice pursuant hereto does not and
will not constitute any guarantee or other assurance as to the ability of
EOPT to accomplish whether in whole or in part any specific goals or plans
of EOPT.
(d) EOPT acknowledges that Consultant retains the right to provide
consulting advice to other parties. Nothing herein contained will be
construed to limit or restrict Consultant in conducting such business with
respect to others, or in rendering advice to others or conducting any other
business. During the Term the Consultant will not, however, provide
consulting advice in favor of any other parties engaged in the same
business as EOPT without prior written consent of EOPT, other than to
affiliates of EOPT.
4. Compensation. In consideration for Consultant agreeing to provide and
providing the consulting services to be rendered pursuant to this
Agreement, EOPT agrees, subject to the applicable requirements of federal
and state law of the United States and of any regulatory authority therein,
to issue to Consultant, 6,564,999 shares (the "Shares") of EOPT's common
stock and options to purchase 1,250,000 shares of common stock (the
"Options") of EOPT. Each of the Options shall be exercisable for a term
ending sixty months from the date the parties execute the Agreement at an
exercise price of $3.00. The Shares and the Options are collectively
deferred to as the "EOPT Securities". The EOPT Securities will be issued to
Consultant promptly following the execution of this Agreement . The EOPT
Securities will be promptly registered for resale under the Securities Act
of 1933, as amended on Form S-8, but in no event later than two weeks
following the date hereof.
5. Expenses. EOPT will pay or promptly reimburse Consultant for the
out-of-pocket expenses, including expenses for travel, lodging, and meals,
which (a) are incurred by Consultant in connection with the performance of
services under this Agreement, (b) EOPT either (i) authorizes in advance
and confirms in writing or (ii) subsequently determines, in its sole
discretion, to be reasonable under the circumstances, (c) are identified in
an invoice submitted to EOPT, and (d) are supported by receipts for
individual expense items of Twenty-Five Dollars ($25) or more.
6. Proprietary Information. Consultant agrees that, except as appropriate to
carry out its duties under this Agreement or as required by law (in the
opinion of Consultant's counsel), it will not use or disclose, without
EOPT's prior consent, any information furnished or disclosed (whether
before or after the date hereof) to Consultant by EOPT or its employees,
agents or representatives, including without limitation any of EOPT's trade
secrets or other proprietary information or information concerning EOPT's
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current and any future proposed operations, services or products; provided
that Consultant's obligations of nonuse and nondisclosure under this
provision will not be deemed to restrict the use and/or disclosure of
information that (a) is or becomes publicly known or within the public
domain without a breach of this agreement, (b) Consultant can establish was
known to it prior to its receipt thereof, or (c) has been or is
subsequently disclosed to Consultant by a third person who is not under an
obligation of confidence to EOPT or any of its affiliates.
7. Representations and Warranties of EOPT. EOPT represents and warrants to
Consultant as follows:
(a) EOPT is a corporation duly incorporated, validly existing, and in good
standing under the laws of the State of Utah and has all corporate power
and authority, and all corporate authorizations, necessary to enable it to
enter into this Agreement and carry out the transactions that are the
subject of this Agreement.
(b) This Agreement is a valid and binding agreement of EOPT, enforceable
against EOPT in accordance with its terms.
(c) When issued and registered as provided in this Agreement, the Shares
will be duly and validly issued, fully paid and nonassessable, free and
clear of any liens or encumbrances, and will be free of restrictions on
transfer.
(d) When issued as provided in this Agreement, the Shares will have been
registered with the Securities and Exchange Commission and qualified in the
State of California under the California Corporate Securities Laws of 1968,
as amended, or exempt from such qualification.
8. Representations and Warranties of EOPT. The Consultant represents and
warrants to EOPT that this Agreement is a valid and binding agreement of
the Consultant, enforceable against the Consultant in accordance with its
terms.
9. Assignment. This Agreement and the rights hereunder may not be assigned by
either party (except by operation of law) without prior written consent of
the other party, but, subject to the foregoing limitation, this Agreement
will be binding upon and inure to the benefit of the respective successors,
assigns and legal representatives of the parties.
10. Notices and Other Communications. Any notice or other communication
required or permitted to be given under this Agreement must be in writing
and will be deemed effective when delivered in person or transmitted by a
facsimile process (with a prompt written confirmation) or, if outside the
hours of 9:00 a.m. to 5:00 p.m. on any business day in the jurisdiction of
the addressee, will be deemed to be given at 9:00 a.m. on the next business
day, or on the third business day after the day on which mailed from within
the United States of America, to the following addresses (or to any other
address subsequently specified by the person to whom the notice or other
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communication is sent):
If to the Company:
Environmental Oil Processing Technology Corporation
2801 Brandt Avenue
Nampa, Idaho 83687
Attention: N. Tod Triple, President and Chief Executive Officer
Facsimile Number: (208) 463-7601
With a copy to:
John R. Hansen, Jr., Esq.
1595 South Lakemoor Way
Eagle, Idaho 83616
Facsimile Number: (208) 938-4209
If to the Consultant:
Steven Antebi
c/o Fontenelle LLC
345 North Maple Drive, Suite 358
Beverly Hills, California 90210
Facsimile Number: (310) 476-1338
With a copy to:
Aaron A. Grunfeld, Esq.
Resch Polster Alpert & Berger LLP
10390 Santa Monica Boulevard
Los Angeles, California 90025
Facsimile Number: (310) 552-3209
For the purposes of this Agreement, "business day" will refer to a day in
which trading banks are open for business.
11. Captions. The headings of the sections of this Agreement are intended
solely for convenience of reference and are not intended and will not be
deemed for any purpose whatever to modify or explain or place any
construction upon any of the provisions of this Agreement.
12. Attorneys' Fees. In the event any party hereto will institute an action to
enforce any rights hereunder, the prevailing party in such action will be
entitled, in addition to any other relief granted, to reasonable attorneys'
fees and costs.
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13. Entire Agreement. This Agreement, together with the Warrant, constitute the
entire agreement between the parties hereto pertaining to the consulting
relationship of the parties and supersede all prior and contemporaneous
agreements and understandings of the parties, and there are no
representations, warranties or other agreements between the parties in
connection with the subject matter hereof except as specifically set forth
herein. No supplement, modification, amendment, waiver or termination of
this Agreement will be binding unless executed in writing by the parties
hereto. No waiver of any of the provisions of this Agreement will be deemed
or will constitute a waiver of any provision hereof (whether or not
similar), nor will waiver constitute a continuing waiver.
14. Indemnification by EOPT and the Consultant.
(a) Consultant hereby agrees to indemnify and save EOPT and hold EOPT
harmless in respect of all causes of actions, liabilities, costs, charges
and expenses, loss and damage (including consequential loss) suffered or
incurred by EOPT (including legal fees) arising from any negligent act or
omission of the Consultant or its employees, servants and agents and /or
arising from any material breach by Consultant or any of its employees,
servants and agents of any of the terms and conditions imposed on the
Consultant pursuant to this Agreement.
(b) EOPT hereby agrees to indemnify and save Consultant and hold Consultant
harmless in respect of all causes of actions, liabilities, costs, charges
and expenses, loss and damage (including consequential loss) suffered or
incurred by the Consultant (including legal fees) arising from any willful
or grossly negligent act or omission of EOPT or its employees, servants and
agents and/or arising from material breach by EOPT or any of its employees,
servants and agents of any of the terms and conditions imposed on EOPT
pursuant to this Agreement.
(c) No party will be liable to any other party hereunder for any claim
covered by insurance, except to the extent that the liability of such party
exceeds the amount of such insurance coverage. Nothing in this clause (c)
will be construed to reduce insurance coverage to which any party may
otherwise be entitled.
15. Severability. If any provision or portion of a provision of this Agreement
is held to be invalid, illegal or unenforceable under applicable law, that
provision or portion will be excluded from this Agreement, but only to the
extent of such prohibition or unenforceability, and the balance of the
Agreement will be interpreted as if that provision or portion were so
excluded, and will be enforceable in accordance with its terms.
16. Governing Law. This Agreement will be governed by, and construed under, the
laws of the State of California as applied to agreements among California
residents entered into
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and to be performed entirely within California.
17. Counterparts. This Agreement may be executed in counterparts. All of such
counterparts will constitute one and the same agreement. EOPT and
Consultant agree that facsimile signatures of this Agreement will be deemed
a valid and binding execution of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this day and year first above written.
Company: Environmental Oil Processing Technology Corporation
By: /s/
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Name: N. Tod Triple
Title: President and Chief Executive Officer
Consultant:
/s/
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Steven Antebi
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