E-59
Exhibit No. 8
Ozolutions, Inc.
Form 10-SB
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 1st day of July 2000
BETWEEN:
Ozolutions Inc, a corporation incorporated pursuant to the
laws of the State of Delaware;
(hereinafter referred to as the "Corporation")
OF THE FIRST PART,
-- and --
Edward Grant Deans, an individual residing in the City of
Toronto in the Province of Ontario,
(hereinafter referred to as the "Consultant")
OF THE SECOND PART.
WHEREAS the Corporation carries on a business consisting
principally of the production, sales, marketing, promotion and
distribution of Ozone water purifiers throughout the World (the
"Business");
AND WHEREAS the Corporation is desirous of retaining the
Consultant to provide consulting services in connection with the
Business of the Corporation;
AND WHEREAS the Consultant is desirous of providing such
services to the Corporation, on the terms and subject to the
conditions herein set out;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the respective covenants and agreements of the parties
contained herein, the sum of one dollar paid by each party hereto
to each of the other parties hereto and other good and valuable
consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto) it is agreed as
follows:
ARTICLE ONE - CONSULTING SERVICES
1.1 Retainer. The Corporation hereby agrees to retain the
Consultant to provide the Corporation with consulting services
consisting of managerial services, advising on production,
distribution,
E-54
<PAGE>
sales and promotion, labour negotiations, contract negotiations,
financial services, and such other consulting services as the
Corporation and the Consultant may from time to time agree upon,
(the "Services") and the Consultant hereby agrees to provide such
Services to the Corporation.
1.2 Term of Agreement. This Agreement shall remain in full force
and effect from 1st day of September, 2000, to August 31, 2003,
subject to earlier termination as hereinafter provided, with the
said term being capable of extension by mutual written agreement
of the parties hereto.
1.3 Provision of Services. The Services to be provided hereunder
to the Corporation by the Consultant shall be provided by the
Consultant. The Consultant shall devote the majority of his time
to managing the affairs of the Corporation. It is agreed and
acknowledged that the Consultant may from time to time provide
services to other persons, firms and corporations, provided that
the Consultant shall at no time while this agreement remains in
force provide ongoing managerial services to any competitor of
the Corporation that is not an affiliate (for the purposes of
this Agreement "Affiliate" shall mean any person, firm or
corporation that is affiliated with the Corporation within the
meaning of the Business Corporations Act (Ontario)).
1.4 Board Policy and Instructions. The Consultant covenants with
the Corporation that he will act in accordance with any policy of
and carry out all reasonable instructions of the board of
directors of the Corporation. The Consultant acknowledges that
such policies and instructions may limit, restrict or remove any
power or discretion which might otherwise have been exercised by
the Consultant.
1.5 Remuneration. In consideration for the services rendered by
the Consultant hereunder, the Corporation shall pay to the
Consultant consulting fees in the sum of Ninety Thousand
($90,000.) U. S. Dollars per year for the term of the
Consultant's retainer. The Consulting fees shall be paid in
advance in equal monthly installments of Seven Thousand, Five
Hundred ($7,500.00) Dollars, U.S. on the first day of each month.
1.6 Discretionary Bonus. A discretionary bonus payment shall be
agreed to by the Corporation and the Consultant no less than once
per year and shall be paid by the Corporation to the Consultant
as additional consulting fees immediately following their
determination.
1.7 Expenses. The Consultant shall be reimbursed from time to
time for all out of pocket expenses, including travel costs,
actually and properly incurred by the Consultant in connection
with providing the Services hereunder. The Consultant shall
furnish statements and vouchers to the Corporation for all such
expenses.
ARTICLE TWO -- COVENANTS
2.1 No Delegation of Services. The Consultant covenants and
agrees with the Corporation that it shall not delegate
performance of the Services to anyone without the prior written
consent of the Corporation.
E-55
<PAGE>
2.2 Provision of Amenities. The Corporation covenants and agrees
with the Consultant to provide, for the use of the Consultant, a
reasonably furnished office, and administrative and reception
services at the offices of the Corporation.
ARTICLE THREE - CONFIDENTIALITY AND NON-COMPETITION
3.1 Confidential Information. The Consultant covenants and agrees
that he shall not disclose to anyone any confidential information
with respect to the business or affairs of the Corporation except
as may be necessary or desirable to further the business
interests of the Corporation. This obligation shall survive the
expiry or termination of this Agreement.
3.2 Return of Property. Upon expiry or termination of this
Agreement the Consultant shall return to the Corporation any
property, documentation, or confidential information which is the
property of the Corporation.
3.3 Promotion of Corporation's Interests. The Consultant shall
and will faithfully serve and use his best efforts to promote the
interests of the Corporation, shall not use any information he
may acquire with respect to the business and affairs of the
Corporation or its affiliates for his own purposes or for any
purposes other than those of the Corporation or its affiliates.
ARTICLE FOUR -- TERMINATION
4.1 Termination of Agreement. The Corporation may after the first
year of this Agreement, terminate this Agreement by giving the
Consultant Six (6) Months' written notice or in lieu of such
written notice by paying the Consultant a consulting fee
equivalent to Six (6) Months of consulting as determined pursuant
to Section 1.5 hereof. The Consultant may, after the first year
of this Agreement terminate this Agreement at any time by giving
the Corporation Six (6) Months written notice. The obligations of
the Consultant under this Agreement shall terminate upon the
earlier of the Consultant ceasing to be retained by the
Corporation or the termination of this Agreement by the
Corporation or the Consultant.
ARTICLE FIVE -- CAPACITY
5.1 Capacity of Consultant. It is acknowledged by the parties
hereto that the Consultant is being retained by the Corporation
in the capacity of independent contractor and not as an employee
of the Corporation. The Consultant and the Corporation
acknowledge and agree that this Agreement does not create a
partnership or joint venture between them.
ARTICLE SIX -- GENERAL CONTRACT PROVISIONS
6.1 Notices. All notices, requests, demands or other
communications (collectively, "Notices") by the terms hereof
required or permitted to be given by one party to any other
party, or to any other person shall be given in writing by
personal delivery or by registered mail, postage prepaid, or by
facsimile transmission to such other party as follows:
(a) To the Corporation at: 30 Denver Crescent,
E-56
<PAGE>
Suite 200,
Toronto, Ontario
M2V lG8
(b) To the Consultant at: 872 Millwood Road,
Toronto, Ontario.
M4G IW8
or at such other address as may be given by such person to the
other parties hereto in writing from time to time.
All such Notices shall be deemed to have been received when
delivered or transmitted, or, if mailed, 48 hours after 12:01
a.m. on the day following the day of the mailing thereof If any
Notice shall have been mailed and if regular mail service shall
be interrupted by strikes or other irregularities, such Notice
shall be deemed to have been received 48 hours after 12:01 a.m.
on the day following the resumption of normal mail service,
provided that during the period that regular mail service shall
be interrupted all Notices shall be given by personal delivery or
by facsimile transmission.
6.2 Additional Conditions. The parties shall sign such further
and other documents, cause such meetings to be held, resolutions
passed and by-laws enacted, exercise their vote and influence, do
and perform and cause to be done and performed such further and
other acts and things as may be necessary or desirable in order
to give full effect to this Agreement and every part thereof.
6.3 Counterparts. This Agreement may be executed in several
counterparts, each of which so executed shall be deemed to be an
original and such counterparts together shall be but one and the
same instrument.
6.4 Time of the Essence. Time shall be of the essence of this
Agreement and of every part hereof and no extension or variation
of this Agreement shall operate as a waiver of this provision.
6.5 Entire Agreement. This Agreement constitutes the entire
Agreement between the parties with respect to all of the matters
herein and its execution has not been induced by, nor do any of
the parties rely upon or regard as material, any representations
or writings whatever not incorporated herein and made a part
hereof and may not be amended or modified in any respect except
by written instrument signed by the parties hereto. Any schedules
referred to herein are incorporated herein by reference and form
part of the Agreement.
6.6 Enurement. This Agreement shall enure to the benefit of and
be binding upon the parties
and their respective legal personal representatives, heirs,
executors, administrators or successors.
6.7 Assignment. This Agreement is personal to the Consultant and
may not be assigned by
the Consultant.
6.8 Currency. Unless otherwise provided for herein, all monetary
amounts referred to herein
E-57
<PAGE>
shall refer to the lawful money of the United States of America
6.9 Headings for Convenience Only. The division of this
Agreement into articles and
sections is for convenience of reference only and shall not
affect the interpretation or construction of this Agreement.
6.10 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario
and the federal laws of Canada applicable therein and each of the
parties hereto agrees irrevocably to conform to the non-exclusive
jurisdiction of the Courts of such Province.
6.11 Gender. In this Agreement, words importing the singular
number shall include the plural and vice versa, and words
importing the use of any gender shall include the masculine,
feminine and neuter genders and the word "person" shall include
an individual, a trust, a partnership, a body corporate, an
association or other incorporated or unincorporated organization
or entity.
6.12 Calculation of Time. When calculating the period of time
within which or following which any act is to be done or step
taken pursuant to this Agreement, the date which is the reference
date in calculating such period shall be excluded. If the last
day of such period is not a Business Day, then the time period in
question shall end on the first business day following such non-
business day.
6.13 Legislation References. Any references in this Agreement to
any law, by-law, rule, regulation, order or act of any
government, governmental body or other regulatory body shall be
construed as a reference thereto as amended or re-enacted from
time to time or as a reference to any successor thereto.
6.14 Severability. If any Article, Section or any portion of any
Section of this Agreement is determined to be unenforceable or
invalid for any reason whatsoever that unenforceability or
invalidity shall not affect the enforceability or validity of the
remaining portions of this Agreement and such unenforceable or
invalid Article, Section or portion thereof shall be severed from
the remainder of this Agreement.
IN WITNESS WHEREOF the parties have duly executed this
Consulting Agreement
this 1st day of July, 2000.
SIGNED, SEALED AND DELIVERED
in the presence of
/s/ Witness
/s/ Edward Grant Deans
Ozolutions Inc.
Per: /s/ (Authorized Signing Officer)
E-58
<PAGE>
