As filed with the Securities and Exchange Commission on July 25, 1997
Registration No. 333-21567
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
Colorado 88-0218499
(State of Incorporation) (IRS Employee Identification No.)
420 Jericho Turnpike, Suite 321, Jericho, NY 11753
(516) 433-4730
(Address, including zip code, and telephone number,
including area code, of registrant's principal place of business)
Donald F. Mintmire, Esquire
265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480
(561) 832-5696
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
STOCK COMPENSATION PLANS
DATED JUNE 28, 1997
(Full Title of the Plan)
Approximate Date of Proposed Sales: From Time to Time After This
Registration Statement Becomes Effective.
CALCULATION OF REGISTRATION FEE
Title of Each 1 Amount 2 Proposed 3 Proposed Amount of
Class of being Maximum Maximum Registration
Security being Registered Offering Aggregate Fee
Registered Price/Per Offering
Share Price/Share
Common Stock, 2,335,000 $2.76875 $6,465,031 $1.959.02
Par Value $.0001
1 Shares registered pursuant to this registration statement available for
issuance as of July 28, 1997 under Environmental Remediation Holding Corporation
Stock Compensation Plan.
2 Determined pursuant to Rule 457(h)
3 Estimated solely for the purpose of calculating the registration fee on the
basis of the maximum number of securities issuable under the plan that are
covered by the registration statement based upon the estimated value of the
securities as set forth in the plan and pursuant to Rule 457(c).
<PAGE>
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION
2,335,000 Shares of Common Stock
PART I: Information required in the Section 10(a) Prospectus
ITEM 1: Plan Information
The information required by Part I is included in documents sent or
given to participants in the Environmental Remediation Holding Corporation (the
"Company") Stock Compensation Plan
pursuant to Rule 428(b)(1).
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: Incorporation of Documents by Reference
The following documents, which are on file with the Securities and
Exchange Commission, are incorporated in this Registration Statement by
reference:
(a) the Registrant's: (i) latest annual report (Form 10-K/A dated
September 30, 1996) filed pursuant to Section 13(a) or 15(d) of the Exchange
Act; (ii) Form 10-Q dated March 31, 1997; (iii) Form 8-K's dated July 7, 1997
and July 23, 1997; and (iv) Form S-8's dated February 10, 1997, March 13, 1997
and amendment thereto dated May 14, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports or
the prospectus referred to in (a) above.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of post-effective amendment which
indicates that all shares offered hereby have been sold or which deregisters all
shares then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the date of
filing of such documents.
ITEM 4: Description of Securities
Not Applicable.
<PAGE>
Item 5: Interests of Named Experts and Counsel
Not Applicable.
Item 6: Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person, in connection with securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question as to whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Item 7: Exemption from Registration Claims
Not Applicable.
Item 8: Exhibits
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
Item 9: Undertaking
1. The Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
<PAGE>
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration;
provided however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
2. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palm Beach, Florida, this 25th day of July, 1997.
Environmental Remediation
Holding Corporation
By: /s/ Sam L. Bass, Jr., CEO
Sam L. Bass, Jr., CEO
By: /s/ Noreen Wilson, V.P.
Noreen Wilson, Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ James A. Griffin, Esq. Secretary July 25, 1997
James A. Griffin, Esq. and Director
/s/ Sam L. Bass, Jr. CEO and Director July 25, 1997
Sam L. Bass, Jr.
/s/ James Calendar Director July 25, 1997
James Calendar
<PAGE>
EXHIBIT INDEX
4.1 Form of Stock Compensation Plan for George LeBlanc dated June
28, 1997.
4.2 Form of Stock Compensation Plan for Lexus Airways International,
Inc. dated June 28, 1997.
4.3 Form of Stock Compensation Plan for Good Works, Inc. dated June
28, 1997.
5.3 Opinion of Mintmire & Associates.
24.1 Consent of Mintmire & Associates (contained in 5.3).
<PAGE>
EXHIBIT 4.1
<PAGE>
CONSULTANT AGREEMENT
by and BETWEEN
Environmental Remediation Holding Corp
420 Jericho Turnpike Suite 321
Jericho, New York 11753
and
George LeBlanc
111 Tubing Road
Broussard, Louisiana 70518
Tax ID Number ###-##-####
This is an agreement, effective this date, 28 day of June, 1997 between George
LeBlanc its successors and assignees hereinafter called (Consultants) of 111
Tubing Road Broussard, Louisiana 70518 and Environmental Remediation Holding
Corp hereinafter referred to as (ERHC) and its successors and assigns of 420
Jericho Turnpike Suite 321 Jericho, New York 11753
BACKGROUND
Under the terms set forth below, ERHC retains the services of the Consultants to
advise and consult with negotiation on both the PEMEX Contract and other
Environmental Remediation Contracts both the United States and overseas on
behalf of ERHC, Mr. LaBlanc services over the last twelve months have been of
great assistance to ERHC.
TERMS
1. Consultants agrees that for a period of one (1) year, commencing with the
effective date of this Agreement, and consistent with the Consultants other
obligations, render ERHC such consulting services as ERHC may request relating
to the obtaining of contracts in both the United States and overseas.
All such services shall be rendered by the Consultants or by the
Consultant's associates or employees, as approved by ERHC. All such personnel,
if any, shall be directly supervised by Consultants who shall be present with
such personnel at such times as he deems reasonably necessary. Consultants shall
not be required at any time to render services that would conflict with
obligations of the Consultants undertaken prior to the request for such services
by the Consultants.
This Agreement will continue to be in effect for one year from the
effective date unless terminated earlier in accordance with the provisions of
paragraph 7. of this Agreement.
2. INDEPENDENT CONSULTANT
It is the express intention of the parties that Consultants are independent
contractors. Consultants are not employee, agent, joint venture or partner of
ERHC. Unless the parties agree to become joint venture partners.
Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of Employer and employee between ERHC and the
Consultants or any employee or agent of the Consultants. The Consultants shall
retain the right to perform services for others during the term of this
Agreement.
3. SERVICES TO BE PROVIDED
3.1 SERVICE PROGRAM
Consultants agree to provide services per the service program described herein.
The Consultants will cooperate and to the extent necessary work with ERHC in its
negotiations with PEMEX and any other contracts deemed important to ERHC..
3.2 SERVICE METHOD
Consultants will determine the method, details, and means of performing the
above described services. ERHC shall not have the right to, and shall not
control the manner or determine the method of accomplishing the Consultant's
services.
<PAGE>
3.3 CONSULTANT'S STAFF/ASSOCIATES
Consultants may, at the their own expense, employee such assistance as the
Consultants deem necessary to perform the services required of the Consultants
by this Agreement. ERHC may not control, direct, or supervise Consultant's
assistants or employees in the performance of those services. Consultants assume
full and sole responsibility for the payment of all compensation of these
Staff/Associates and for all state and federal income tax, unemployment
insurance, Social Security, disability insurance and other applicable
withholdings.
3.4 WORKPLACE
Consultants shall perform the services required by this Agreement at any place
or location and at such times as The Consultants shall determine.
4. CONSIDERATION
4.1 In consideration for the services to be performed by Consultants, ERHC
agrees to pay Consultants fees and payments specified herein:
ERHC agrees to pay Consultant with the issuance of 55,000 shares of
ERHC free trading stock to be issued in one certificate of 50,000 shares and one
certificate of 5,000 shares. Consultant shall have the right to purchase
additional 250,000 shares of stock within two years of the date of this
agreement at $.75 a share.
4.2 BILLING
The Consultants shall submit a bill for all services rendered in accordance with
the work that has been completed.
4.3 PAYMENTS
Contractor shall pay Consultants bill within 10 of receipt when possible and
will pay the remaining fees at loan closing.
4.4 EXPENSES
Consultant will be responsible for all the out of pocket expenses of the
Consultants in connection with this project.
5. CONSULTANT DUTIES
5.1 TOOLS AND EQUIPMENT
Consultants will supply all tools and equipment required to perform the services
under this Agreement. The Consultants are not required to purchase or rent any
of the equipment or services from ERHC.
5.2 WORKER'S COMPENSATION
The Consultants agree to provide workers compensation insurance for consultant's
employees and agents and agree to hold harmless and indemnify ERHC for any and
all claims arising out of any injury, disability, or death of any Consultant's
employees or agents.
5.3 ASSIGNMENTS
Neither this Agreement nor any duties or obligations under this Agreement may be
assigned by Consultants without prior written approval of ERHC.
6. ERHC DUTIES
6.1 COOPERATION
ERHC agrees to comply with all reasonable requests of Consultants and provide
access to all documents reasonably necessary to the performance of Consultant's
duties under this Agreement.
6.2 ASSIGNMENT
Neither this Agreement nor any duties or obligations under this Agreement may be
assigned without prior written approval of The Consultants.
7. TERMINATION
<PAGE>
7.1 TERMINATION DUE TO SPECIAL EVENTS
This Agreement will terminate automatically on the occurrence of any of the
following events: Bankruptcy or insolvency of either party.
7.2 TERMINATION BY ERHC FOR DEFAULT OF CONSULTANT
Should Consultants default in the performance of this Agreement or materially
breach its provision, ERHC, at ERHC option, may terminate this Agreement by
giving written notification to the Consultants. For the purpose of this section,
material breach of this Agreement shall include to not limited to the following
the filing of bankruptcy papers or other similar arrangements due to insolvency,
the assignment of the Consultant's obligations to third parties or acceptance of
employment or consulting arrangements with third parties which are or may be
opposed to Contractor's interests.
7.3 TERMINATION BY CONSULTANT FOR DEFAULT OF ERHC
Should ERHC default in the performance of this Agreement or materially breach
any of its provision, The Consultants, at the Consultant's option, may terminate
this Agreement by giving written notice to ERHC. For the purpose of this
Agreement, material breach of this Agreement shall include but not be limited to
the following the filing of bankruptcy papers or other similar arrangements due
to insolvency, the assignment of ERHC obligations to third parties.
7.4 TERMINATION FOR DELINQUENCIES
Should ERHC fail to pay the Consultants all or any part of the compensation set
forth in Paragraph 4 of this Agreement on the date due, The Consultants, at
Consultant's option, may terminate this Agreement if the failure is not remedied
by ERHC with in thirty (30) days from the date payment is due.
8. NOTICES
8.1 Any notices to be given hereunder by either party to the other may be
effected either by personal delivery in writing or by mail, registered or
certified, postage prepared with return receipt requested. Mailed notices shall
be addressed to the parties at the address appearing in the introductory
paragraph of this Agreement, but each party may change the address by written
notice in accordance with this paragraph. Notices delivered personally will be
deemed communicated as of actual receipt; mailed notices will be deemed
communicated as of two days after mailing.
8.2 ENTIRE AGREEMENT
This Agreement supersedes any and all agreements, either oral or written,
between the parties hereto with respect to the rendering of service by the
Consultants for ERHC and contains all the covenants and agreements between the
parties with respect to the rendering of such knowledge that no representations,
inducements, promises, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which 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 and signed by both parties.
8.3 SEVERABILITY
If any action 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.
8.4 ATTORNEYS' FEES
If any action at law or in equity, including an action for declaratory relief,
is brought to enforce or interpret the provisions of this Agreement, the
prevailing party will be entitled to reasonable attorneys' fees, which may be
set by the court in the same action or in a separate action or in a separate
action brought for that purpose, in addition to any other relief to which that
party may be entitled.
<PAGE>
8.5 GOVERNING LAWS
This Agreement will be governed by and construed in accordance with the laws of
the STATE of Florida Executed at 5841 Corporate Way Suite 100 West Palm Beach,
Florida 33407.
/s/Noreen G. Wilson
Environmental Remediation Holding Corp. Date: June 28, 1997
Noreen G. Wilson
/s/George LeBlanc Date: June 28, 1997
George LeBlanc
<PAGE>
EXHIBIT 4.2
<PAGE>
CONSULTANT AGREEMENT
by and BETWEEN
Environmental Remediation Holding Corp
420 Jericho Turnpike Suite 321
Jericho, New York 11753
and
Lexus Airways International, Inc.
1225 Haverhill Dr.
West Palm Beach, FL 33407
Tax ID Number 650725138
This is an agreement, effective this date, 28 day of June, 1997 between Lexus
Airway International, Inc its successors and assignees hereinafter called
(Consultants) of 1225 Haverhill Dr., West Palm Beach, Florida 33407 and
Environmental Remediation Holding Corp hereinafter referred to as (ERHC) and its
successors and assigns of 420 Jericho Turnpike Suite 321 Jericho, New York 11753
BACKGROUND
Under the terms set forth below, ERHC retains the services of the Consultants to
advise and consult with respect to the M III Corporation joint venture located
in Roosevelt, Utah, and Consultants agrees to render such services as necessary
both for the obtaining of the joint venture and the financing of that venture.
TERMS
1. Consultants agrees that for a period of one (1) year, commencing with the
effective date of this Agreement, and consistent with the Consultants other
obligations, render ERHC such consulting services as ERHC may request relating
to the obtaining of a contract with the M II Corporation and the necessary
funding of the project.
All such services shall be rendered by the Consultants or by the
Consultant's associates or employees, as approved by ERHC. All such personnel,
if any, shall be directly supervised by Consultants who shall be present with
such personnel at such times as he deems reasonably necessary. Consultants shall
not be required at any time to render services that would conflict with
obligations of the Consultants undertaken prior to the request for such services
by the Consultants.
This Agreement will continue to be in effect for one year from the
effective date unless terminated earlier in accordance with the provisions of
paragraph 7. of this Agreement.
2. INDEPENDENT CONSULTANT
It is the express intention of the parties that Consultants are independent
contractors. Consultants are not employee, agent, joint venture or partner of
ERHC. Unless the parties agree to become joint venture partners.
Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of Employer and employee between ERHC and the
Consultants or any employee or agent of the Consultants. The Consultants shall
retain the right to perform services for others during the term of this
Agreement.
3. SERVICES TO BE PROVIDED
3.1 SERVICE PROGRAM
Consultants agree to provide services per the service program described herein.
The Consultants will cooperate and to the extent necessary work with ERHC in its
negotiations in M III Corporation, both as regards to participation in its
projects by any public and private sector investors or in connection with the
procurements of acceptable financing.
3.2 SERVICE METHOD
Consultants will determine the method, details, and means of performing the
above described services. ERHC shall not have the right to, and shall not
control the manner or determine the method of accomplishing the Consultant's
services.
<PAGE>
3.3 CONSULTANT'S STAFF/ASSOCIATES
Consultants may, at the their own expense, employee such assistance as the
Consultants deem necessary to perform the services required of the Consultants
by this Agreement. ERHC may not control, direct, or supervise Consultant's
assistants or employees in the performance of those services. Consultants assume
full and sole responsibility for the payment of all compensation of these
Staff/Associates and for all state and federal income tax, unemployment
insurance, Social Security, disability insurance and other applicable
withholdings.
3.4 WORKPLACE
Consultants shall perform the services required by this Agreement at any place
or location and at such times as The Consultants shall determine.
4. CONSIDERATION
4.1 In consideration for the services to be performed by Consultants, ERHC
agrees to pay Consultants fees and payments specified herein:
ERHC agrees to pay Consultant with the issuance of 540,000 shares of
share of ERHC free trading stock and Consultant shall have the right to purchase
additional 1,000,000 shares of stock within two years of the date of this
agreement.
4.2 BILLING
The Consultants shall submit a bill for all services rendered in accordance with
the work that has been completed.
4.3 PAYMENTS
Contractor shall pay Consultants bill within 10 of receipt when possible and
will pay the remaining fees at loan closing.
4.4 EXPENSES
Consultant will be responsible for all the out of pocket expenses of the
Consultants in connection with this project.
5. CONSULTANT DUTIES
5.1 TOOLS AND EQUIPMENT
Consultants will supply all tools and equipment required to perform the services
under this Agreement. The Consultants are not required to purchase or rent any
of the equipment or services from ERHC.
5.2 WORKER'S COMPENSATION
The Consultants agree to provide workers compensation insurance for consultant's
employees and agents and agree to hold harmless and indemnify ERHC for any and
all claims arising out of any injury, disability, or death of any Consultant's
employees or agents.
5.3 ASSIGNMENTS
Neither this Agreement nor any duties or obligations under this Agreement may be
assigned by Consultants without prior written approval of ERHC.
6. ERHC DUTIES
6.1 COOPERATION
ERHC agrees to comply with all reasonable requests of Consultants and provide
access to all documents reasonably necessary to the performance of Consultant's
duties under this Agreement.
6.2 ASSIGNMENT
Neither this Agreement nor any duties or obligations under this Agreement may be
assigned without prior written approval of The Consultants.
<PAGE>
7. TERMINATION
7.1 TERMINATION DUE TO SPECIAL EVENTS
This Agreement will terminate automatically on the occurrence of any of the
following events: Bankruptcy or insolvency of either party.
7.2 TERMINATION BY ERHC FOR DEFAULT OF CONSULTANT
Should Consultants default in the performance of this Agreement or materially
breach its provision, ERHC, at ERHC option, may terminate this Agreement by
giving written notification to the The Consultants. For the purpose of this
section, material breach of this Agreement shall include to not limited to the
following the filing of bankruptcy papers or other similar arrangements due to
insolvency, the assignment of the Consultant's obligations to third parties or
acceptance of employment or consulting arrangements with third parties which are
or may be opposed to Contractor's interests.
7.3 TERMINATION BY CONSULTANT FOR DEFAULT OF ERHC
Should ERHC default in the performance of this Agreement or materially breach
any of its provision, The Consultants, at the Consultant's option, may terminate
this Agreement by giving written notice to ERHC. For the purpose of this
Agreement, material breach of this Agreement shall include but not be limited to
the following the filing of bankruptcy papers or other similar arrangements due
to insolvency, the assignment of ERHC obligations to third parties.
7.4 TERMINATION FOR DELINQUENCIES
Should ERHC fail to pay the Consultants all or any part of the compensation set
forth in Paragraph 4 of this Agreement on the date due, The Consultants, at
Consultant's option, may terminate this Agreement if the failure is not remedied
by ERHC with in thirty (30) days from the date payment is due.
8. NOTICES
8.1 Any notices to be given hereunder by either party to the other may be
effected either by personal delivery in writing or by mail, registered or
certified, postage prepared with return receipt requested. Mailed notices shall
be addressed to the parties at the address appearing in the introductory
paragraph of this Agreement, but each party may change the address by written
notice in accordance with this paragraph. Notices delivered personally will be
deemed communicated as of actual receipt; mailed notices will be deemed
communicated as of two days after mailing.
8.2 ENTIRE AGREEMENT
This Agreement supersedes any and all agreements, either oral or written,
between the parties hereto with respect to the rendering of service by the
Consultants for ERHC and contains all the covenants and agreements between the
parties with respect to the rendering of such knowledge that no representations,
inducements, promises, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which 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 and signed by both parties.
8.3 SEVERABILITY
If any action 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.
<PAGE>
8.4 ATTORNEYS' FEES
If any action at law or in equity, including an action for declaratory relief,
is brought to enforce or interpret the provisions of this Agreement, the
prevailing party will be entitled to reasonable attorneys' fees, which may be
set by the court in the same action or in a separate action or in a separate
action brought for that purpose, in addition to any other relief to which that
party may be entitled.
8.5 GOVERNING LAWS
This Agreement will be governed by and construed in accordance with the laws of
the STATE of Florida Executed at 5841 Corporate Way Suite 100 West Palm Beach,
Florida 33407.
/s/Noreen G. Wilson
Environmental Remediation Holding Corp. Date: June 28, 1997
Noreen G. Wilson
/s/Alixis I. Mandelbaum Date: June 28, 1997
Alexis I. Mandelbaum, President
Lexus Airway International, Inc.
<PAGE>
EXHIBIT 4.3
<PAGE>
CONSULTANT AGREEMENT
by and BETWEEN
Environmental Remediation Holding Corp.
420 Jericho Turnpike Suite 321
Jericho, New York 11753
and
Good Works, Inc.
4630 Kirkman Rd. #194
Orlando, Florida 32811
Tax ID Number 593264621
This is an agreement, effective this date, 28 day of June, 1997 and Good Works,
Inc. its successors and assignees hereinafter called Consultants of 4630 Kirkman
Rd. #194 Orlando, Florida 32811 and Environmental Remediation Holding Corp.
hereinafter refereed to as (ERHC) and its successors and assigns of 420 Jericho
Turnpike, Suite 321 Jericho, New York 11753.
BACKGROUND
Under the terms set forth below, ERHC retains the services of the Consultants to
advise and consult with respect to the M III Corporation joint venture located
in Roosevelt, Utah, and Consultants agrees to render such services as necessary
both for the obtaining of the joint venture and the financing of that venture.
TERMS
1. Consultants agrees that for a period of one (1) year, commencing with
the effective date of this Agreement, and consistent with his other obligations,
render ERHC such consulting services as ERHC may request relating to the obtain-
ing of a contract with the MIII Corporation and the necessary funding of the
project.
All such services shall be rendered by the Consultants or by the
Consultant's associates or employees, as approved by ERHC. All such personnel,
if any, shall be directly supervised by Consultants who shall be present with
such personnel at such times as he deems reasonably necessary. Consultants shall
not be required at any time to render services that would conflict with
obligations of the Consultants undertaken prior to the request for such services
by the Consultants.
This Agreement will continue to be in effect for one year from the
effective date unless terminated earlier in accordance with the provisions of
paragraph 7. of this Agreement.
2. INDEPENDENT CONSULTANT
It is the express intention of the parties that Consultants are independent
contractors. Consultants are not employee, agent, joint venture or partner of
ERHC. Unless the parties agree to become joint venture partners.
Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of Employer and employee between ERHC and the
Consultants or any employee or agent of the Consultants. The Consultants shall
retain the right to perform services for others during the term of this
Agreement.
3. SERVICES TO BE PROVIDED
3.1 SERVICE PROGRAM
Consultants agree to provide services per the service program described herein.
The Consultants will cooperate and to the extent necessary work with ERHC in its
negotiations in M III, Corporation, both as regards to participation in its
projects by any public and private sector investors or in connection with the
procurements of an acceptable financing.
3.2 SERVICE METHOD
Consultants will determine the method, details, and means of performing the
above described services. ERHC shall not have the right to, and shall not
control the manner or determine the method of accomplishing the Consultant's
services.
<PAGE>
3.3 CONSULTANT'S STAFF/ASSOCIATES
Consultants may, at the their own expense, employee such assistance as the
Consultants deem necessary to perform the services required of the Consultants
by this Agreement. ERHC may not control, direct, or supervise Consultant's
assistants or employees in the performance of those services. Consultants assume
full and sole responsibility for the payment of all compensation of these
assistants and for all state and federal income tax, unemployment insurance,
Social Security, disability insurance and other applicable withholdings.
3.4 WORKPLACE
Consultants shall perform the services required by this Agreement at any place
or location and at such times as The Consultants shall determine.
4. CONSIDERATION
4.1 In consideration for the services to be performed by Consultants, ERHC
agrees to pay Consultants fees and payments specified herein:
ERHC agrees to pay Consultant with the issuance of 1,740,000 shares of share of
ERHC free trading stock to be issued in the following denomination 2
certificates of 400,000 shares each; 4 certificates of 100,000 shares each; 10
certificates of 50,000 shares each and one certificate of 40,000 shares and
Consultant shall have the right to purchase additional 1,000,000 shares of stock
within two years of the date of this agreement at $.75 per share.
4.2 BILLING
The Consultants shall submit a bill for all services rendered in accordance with
the work that has been completed.
4.3 PAYMENTS
Contractor shall pay Consultants bill within 10 of receipt and will pay the
remaining fees at loan closing.
4.4 EXPENSES
Consultant will be responsible for all the out of pocket expenses of the
Consultants in connection with this project.
5. CONSULTANT DUTIES
5.1 TOOLS AND EQUIPMENT
Consultants will supply all tools and equipment required to perform the services
under this Agreement. The Consultants are not required to purchase or rent any
of the equipment or services from ERHC.
5.2 WORKER'S COMPENSATION
The Consultants agree to provide workers compensation insurance for consultant's
employees and agents and agree to hold harmless and indemnify ERHC for any and
all claims arising out of any injury, disability, or death of any Consultant's
employees or agents.
5.3 ASSIGNMENTS
Neither this Agreement nor any duties or obligations under this Agreement may be
assigned by Consultants without prior written approval of ERHC.
6. ERHC DUTIES
6.1 COOPERATION
ERHC agrees to comply with all reasonable requests of Consultants and provide
access to all documents reasonably necessary to the performance of Consultant's
duties under this Agreement.
6.2 ASSIGNMENT
Neither this Agreement nor any duties or obligations under this Agreement may be
assigned without prior written approval of The Consultants.
<PAGE>
7. TERMINATION
7.1 TERMINATION DUE TO SPECIAL EVENTS
This Agreement will terminate automatically on the occurrence of any of the
following events: Bankruptcy or insolvency of either party.
7.2 TERMINATION BY ERHC FOR DEFAULT OF CONSULTANT
Should Consultants default in the performance of this Agreement or materially
breach its provision, ERHC, at ERHC option, may terminate this Agreement by
giving written notification to the Consultants. For the purpose of this section,
material breach of this Agreement shall include to not limited to the following
the filing of bankruptcy papers or other similar arrangements due to insolvency,
the assignment of the Consultant's obligations to third parties or acceptance of
employment or consulting arrangements with third parties which are or may be
opposed to Contractor's interests.
7.3 TERMINATION BY CONSULTANT FOR DEFAULT OF ERHC
Should ERHC default in the performance of this Agreement or materially breach
any of its provision, The Consultants, at the Consultant's option, may terminate
this Agreement by giving written notice to ERHC For the purpose of this
Agreement, material breach of this Agreement shall include but not be limited to
the following the filing of bankruptcy papers or other similar arrangements due
to insolvency, the assignment of ERHC obligations to third parties.
7.4 TERMINATION FOR DELINQUENCIES
Should ERHC fail to pay the Consultants all or any part of the compensation set
forth in Paragraph 4 of this Agreement on the date due, The Consultants, at
Consultant's option, may terminate this Agreement if the failure is not remedied
by ERHC with in thirty (30) days from the date payment is due.
8. NOTICES
8.1 Any notices to be given hereunder by either party to the other may be
effected either by personal delivery in writing or by mail, registered or
certified, postage prepared with return receipt requested. Mailed notices shall
be addressed to the parties at the address appearing in the introductory
paragraph of this Agreement, but each party may change the address by written
notice in accordance with this paragraph. Notices delivered personally will be
deemed communicated as of actual receipt; mailed notices will be deemed
communicated as of two days after mailing.
8.2 ENTIRE AGREEMENT
This Agreement supersedes any and all agreements, either oral or written,
between the parties hereto with respect to the rendering of service by the
Consultants for ERHC and contains all the covenants and agreements between the
parties with respect to the rendering of such knowledge that no representations,
inducements, promises, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which 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 and signed by both parties.
8.3 SEVERABILITY
If any action 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.
8.4 ATTORNEYS' FEES
If any action at law or in equity, including an action for declaratory relief,
is brought to enforce or interpret the provisions of this Agreement, the
prevailing party will be entitled to reasonable attorneys' fees, which may be
set by the court in the same action or in a separate action or in a separate
action brought for that purpose, in addition to any other relief to which that
party may be entitled.
8.5 GOVERNING LAWS
This Agreement will be governed by and construed in accordance with the laws of
the STATE of Florida Executed at 5841 Corporate Way Suite 100 West Palm Beach,
Florida 33407
/s/Noreen G. Wilson
Environmental Remediation Holding Corp.
Noreen G. Wilson
/s/Gerald Latulippe
Good Works, Inc.
Gerard Latulippe
<PAGE>
EXHIBIT 5.3
<PAGE>
MINTMIRE & ASSOCIATES
ATTORNEYS AT LAW
265 SUNRISE AVENUE
SUITE 204
PALM BEACH, FLORIDA 33480
TEL: (561) 832-5696
FAX: (561) 659-5371
July 25, 1997
Ms. Noreen Wilson
Environmental Remediation Holding Corporation
420 Jericho Turnpike, Suite 321
Jericho, NY 11753
RE: Environmental Remediation Holding Corporation
S-8 Registration Statement
Dear Ms. Wilson:
Pursuant to your request, we have examined the Registration Statement
on Form S-8 to be filed by you with the Securities and Exchange Commission on or
about July 25, 1997, in connection with the registration under the Securities
Act of 1933, as amended, of 2,335,000 shares of your Common Stock (exclusive of
any securities associated therewith, the "Stock"), to be sold by you pursuant to
your Environmental Remediation Holding Corporation Stock Purchase Plan dated
June 28, 1997 (the "Purchase Plan").
As your counsel, we have examined the proceedings relating to and
action taken by you in connection with the adoption of the Purchase Plan. It is
our opinion that the 2,335,000 shares of stock that may be issued and sold by
you pursuant to the Purchase Plan, when issued and sold in the manner provided
in the Purchase Plan, will be validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto. In providing this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Commission thereunder.
Very truly,
/s/ Donald F. Mintmire
Donald F. Mintmire
DFM/lrc
<PAGE>
EXHIBIT 24.1
(included in exhibit 5.3)
