UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
(Name of small business issuer in its charter)
COLORADO 88-0218499
- -------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3-5 Audrey Avenue, Oyster Bay, NY 11771
-------------------------- -------------------------------
(Address of principal place of (Zip Code)
business)
STOCK COMPENSATION PLANS DATED JANUARY 24, 1997, MAY 1, 1998, October 1, 1998
and OCTOBER 28, 1998
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(Full title of the plan)
Donald F. Mintmire, Esq, 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480;
Tel: (561) 832-5696
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT MAXIMUM AGGREGATE REGISTRATION
TO BE TOBE OFFERING OFFERING FEE (1)
REGISTERED REGISTERED PRICE PER PRICE PER
SHARE SHARE
Common Stock 550,000 (2) $0.71 $390,500 $119.00
Par value $.0001
Options 300,000 (3) $.0001 $30.00 $ 1.00
exercisable
into Common
Stock, Par
Value $.0001
<PAGE>
(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the Registration Fee, which is based on the closing sale price of
the Company's Common Stock on November 12, 1998, 1998 as reported on the OTC
Electronic Bulletin Board for the Company's Common Stock and par value of the
underlying Common Stock for the Company's Options.
(2) Represents the number of shares of Commons Stock registered pursuant to
this registration statement available for issuance as of November 19, 1998 under
Environmental Remediations Corporation Stock Compensation Plans.
(3) Represents the maximum number of shares to which warrants may be
granted under the Environmental Remediation Holding Corporation October 1998
Stock Option Plan (the "Plan").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities Act of 1933 (the "Act") and the Securities Exchange Act of
1934 (the "Exchange Act") are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1997, as amended (File No. 0-17325)
(2) The Registrant's Form 10-Q for the quarters ended December 31, 1997,
March 31, 1998 and June 30, 1998 and all other reports filed by the Registrant
with the Commission pursuant to Section 13(a) or Section 15(d) of the Exchange
Act since the end of the fiscal year covered by the Registrant's Annual Report
referred to above; and
(3) The description of the Common Stock of the Registrant contained in the
Registrant's Registration Statement filed on Form S-1 (Registration No.
333-43919), as amended filed on July 24, 1998 pursuant to the Act.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
See Legal Consulting Agreement of Donald F. Mintmire listed as Exhibit 10.1.
There are no othersuch interests.
Item 6. Indemnification of Directors and Officers.
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") 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 of 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 Claimed.
Not applicable.
Item 8. Exhibits.
* 5.1 Opinion of Mintmire & Associates
10.1 Form of Legal Consulting Agreement of Donald F. Mintmire dated
January 24, 1997(previously filed February 10, 1997,
Registration No. 0-17325)
* 10.2 Form of Stock Compensation Plan for Charles N. Wooten, Ltd.
dated May 1, 1998
* 10.3 Form of Environmental Remediation Holding Corporation October
1998 Stock Option Plan
* 10.4 Form of Stock Compensation Plan for Milan Capital Group, Inc.
dated October 28, 1998
* 23.1 Consent of Durland & Company, CPA's, P.A.
* 23.2 Consent of Mintmire & Associates. (contained in the opinion
filed as Exhibit 5.1 hereof)
(* filed herewith)
Item 9. Undertakings.
The Registrant hereby undertakes:
(1) to file, during any period in which it offers or sells securities, a
post effective amendment to this registration statement to include any
prospectus required by Section 10(a) (3) of the Securities Act;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, to treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time to be the initial bona fide offering;
(3) to remove from registration by means of a post-effective amendment as
of the securities thatremain unsold at the end of the offering.
<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, in the City of Lafayette, Louisiana on
November 12, 1998.
ENVIRONMENTAL REMEDIATION HOLDING
CORPORATION
By:/s/JAMES R. CALLENDAR, Sr.
James R. Callendar,Sr., 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/ SAM L. BASS, JR. Chairman of the Board 11-12- 98
- --------------------
Sam R. Bass
/s/ NOREEN G. WILSON Director 11-12- 98
Noreen G. Wilson
/s/ JAMES A. GRIFFIN Director 11-12-98
James A. Griffin
/s/JAMES R.CALLENDAR,Sr. Director 11-12-98
James R. Callendar, Sr.
/s/ WILLIAM BEATON Director 11-17-98
William Beaton
EXHIBIT INDEX
EXHIBIT DESCRIPTION
5.1 Opinion of Mintmire & Associates
10.2 Form of Stock Compensation Plan for Charles N. Wooten, Ltd. dated
May 1,1998
10.3 Form of Environmental Remediation Holding Corporation Stock Option Plan
10.4 Form of Stock Compensation Plan for Milan Capital Group, Inc. dated
October 28, 1998
23.1 Consent of Durland & Company, CPA's, P.A.
23.2 Consent of Mintmire & Associates. (contained in the opinion filed as
Exhibit 5.1 hereof)
EXHIBIT 5.1
November 12, 1998
Board of Directors
Environmental Remediation Holding Corporation
3-5 Audrey Avenue
Oyster Bay, NY 11771
Gentlemen:
At 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 November
17, 1998, in connection with the registration under the Securities Act of 1933,
as amended, of 550,000 shares of the Company's Common Stock, no par value
(exclusive of any securities associated therewith, the "Stock") and 300,000 of
the Company's Warrants, no par value exercisable into the Company's Common Stock
to be sold by you pursuant to the Company's Stock Compensation Plans dated
January 24, 1997, May 1, 1998, October 1, 1998 and October 28, 1998 respectively
the "Plans").
As your counsel, we have examined the proceedings relating to and action taken
by you in connection with the adoption of the Plans.
It is our opinion that the 550,000 shares of the Stock and the 300,000 warrants
that may be issued and sold by the Company pursuant to the Plans, when issued
and sold in the manner provide in the Plans, 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 yours,
/s/ MINTMIRE & ASSOCIATES
EXHIBIT 10.2
ATTORNEY-CLIENT RETAINER AGREEMENT
STATE OF LOUISIANA:
PARISH OF LAFAYETTE:
This attorney-client agreement entered herein and effective on the 1st day of
May, 1998, by and between:
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION ("ERHC"), a business
corporation organized under the laws of the State of Colorado and represented
herein by its president and chairman of the Board of Directors, Sam L. Bass,
Jr., presently having its principal office at 1686 General Mouton, in Lafayette,
Louisiana, sometimes referred to hereinafter as "Client"
and
CHARLES N. WOOTEN, LTD., a professional law corporation, with offices at
1450 Ridge Road, P.O. Box 60400, Lafayette, Louisiana 70596-0400, represented
herein by its president and chief executive officer, Charles N. Wooten, Sr.,
sometimes hereinafter referred to as "Attorney."
WHEREAS, the client has neeed for general legal representation in the
ordinary course of its business activities and has selected the Attorney because
of its reputation and skill in the representation of corporations and other
business entities in commercial transactions, litigation, financial matters and
particularly oil and gas matters. The Client and Attorney have come to an
agreement concerning general legal representation of the Client to be undertaken
by the Attorny on a general retainer basis. This agreement reflects the terms
and conditions of such engagement of the Attorney as have been agreed to between
he parties.
Scope of the Engagement
1. The Attorney shall act as lead counsel to the Client in all litigation
matters which are either now pending or commence after the effective date of
this agreement. In such litigation matters, even when outside counsel is
retained for a given case, the attorney shall supervise all actions taken by
outside counsel, direct the course of the same, and shall be responsible for the
best interest of the client. Client shall furnish the attorney with all
available information requested regarding any such legal matters undertaken so
that adequate legal advise and action taken will be at all times in the best
interest of the Client.
2. The Attorney shall advise, counsel and make recommendations to the
Client regarding activities or contracts which the Client undertakes with third
parties and when necessary draft such legal contracts to consummate such
agreements as directed and requested by the Client.
3. The Attorney shall review all leases for the production of oil and gas
properties presently held by the client or which shall com into existence during
the term of this agreement and give such legal advise to the Client as may be
requested concerning title opinions relating to the subject property, prepare
proposed distribution agreements with royalty owners, division orders relating
to production, and other opinions and legal curative work regarding the
properties as may be necessary for the Client in the ordinary course of its
business.
4. The Attorney shall be responsible to prepare, in whole or part, and/or
supervise the preparation of all loan documents as may be necessary and
requested for the Client. The Attorney shall also appear for and participate in
the negotiation of the terms of such loans and/or other agreements on behalf of
the Client as may from time to time be requested by the Client.
5. The Attorney shall be responsible for supervision of the maintenance of
Corporate minutes of meetings of shareholders, meeting of the Board of Directors
and at the specific request of the Corporation shall review and comment to the
Client concerning all required reporting requirements to be filed with any
government agencies.
6. The Attorney shall advise Client on such matters as my prove necessary
to obtain authorization and qualification in any State in the United States to
do business therein and prepare the necessary corporate documents to do so when
directed by the Client. Additionally, where central or local governmental
permits, licenses or concessions are required for specific activity of the
Client within a jurisdiction or territory, (within or outside of the United
States) upon the request of Client, the Attorney shall inquire about such
requirements and report with recommendations to the client as well as render
such legal assistance as may be necessary in obtaining such documentation.
<PAGE>
7. Insofar as the State of Louisiana is concerned, the attorney shall, at
the direction of the Client, perform the necessary legal services to obtain a
certification of authorization to do business therein and to serve as the
registered agent for service of process for the Client in the State of
Louisiana. As such registered agent, the Attorney shall immediately notify
Client as its registered office of any action file against it by third parties
or government agencies and to appear therein as Attorney for Client as may prove
necessary including the filing of responsive pleadings as directed by the
Client.
8. It is understood between the parties that the Attorney is an independent
contractor and legal representative of the Client. At all times herein, it is
understood that the Attorney shall not act as any employee or agent of the
Client (except as registered agent for the service of process) and may only bind
the Client on such matters handled by it as may be specifically directed b the
Client through its officers.
Confidentially
1. At all times during the term of this agreement and thereafter, all legal
matters, legal advise, legal services performed, and information obtained
therein from the Client or in the course of Client's business shall be
confidential and protected by the Attorney to the extend of the attorney client
privilege. The Attrney or any of its employees shall not disclose any such
privileged information to anyone withour the consent of the Client or its
officers.
2. The Attorney shall not represent anyone having any adverse claim
against the Client.
3. The Attorney shall not represent anyone having a conflict of interest
with the Client, except individual officers and/or employees who may be joined
in a lawsuit with the Client or sued in their individual capacity for any
alleged action taken by them on behalf of the Corporation, and in such cases,
only to the extent they are covered by an indemnity agreement with the Client
and the Client agrees and consents to such representation in a written direction
to the Attorney.
Term of the Engagement
A. Primary Term
1. The primary term of this Attorney-Client Contract is a period of two
years from its effective date beginning May 1, 1998 and ending April 30, 2000.
During the primary term of this contract, the same may be canceled by either
party hereto for cause including default in the terms and obligations undertaken
by either party herein.
2. It is understood between the Client and the Attorney that the legal at
all times during this engagement, the services to be performed by the Attorney
shall be handled primarily by Charles N. Wooten, Sr., personally, with such
assistance from the Attorney's staff as may be necessary.
B. Automatic Extension of Term Engagement
3. It is the intention of the parties that this agreement may be extended
for one or more one year terms following the expiration of the primary term. The
term of the contract will automatically extend on each anniversary to an
additional year unless one of the parties, or both, notifies the other party
that it does not desire for the engagement to continue, with or without cause,
in writing by U.S. certified or registered mail, at the addresses shown above,
on or before thirty days from the then existing termination of the agreement.
<PAGE>
Consideration of the Engagement
4. The consideration for this Attorney Engagement Agreement and without
which the same would not have been made is as follows:
a] The Attorney agrees to perform all legal services requested by the
Client in an efficient and timely manner and at all times to give the
Client first preferential handling of its legal business in priority to all
of clients of the Attorney;
b] The client agrees to immediately cause the issuance of 100,000
unrestricted shares of the common capital stock in Client's corporation to
be registered in the name of the Attorney corporation. These shares of
capital stock shall be fully earned by the Attorney for past services
rendered to Client and as consideration for the execution of this agreement
to provide future legal services.
c] In addition to the above consideration, the Client shall pay the
Attorney the sum of $15,000 each month, commencing on the 1st day of May,
1998 and on the 1st day of each month thereafter until the termination of
the primary term of this agreement or any automatic extensions thereof. All
monthly payment of this retainer shall be considered earned by the Attorney
when paid regardless of the actual time employed by the Attorney in any
given month.
d] In addition to the above monthly retainer for legal services to be
performed, Client agrees to reimburse the Attorney for all costs and
expenses (except employee and staff salaries as
well as general office overhead) directly incurred in the performance of
his duties, including but not limited to necessary travel expenses, long
distance telephone calls, Airborne or Fed Express charges, court costs
advanced, deposition cost, expert fees paid, hotel bills, meals and other
transportation costs when away from Lafayette, La., on business for the
Client. These expenses shall be itemized by the Attorney and billed to the
Client on a monthly basis for approval and payment each month as incurred.
e] In addition to the above retainer fees and monthly expense billings,
Client recognizes that certain services may require extraordinary time and
expertise fo the Attorney, and in such cases, upon the request of the
Attorney, the Client may in advance of such undertaking or thereafter based
on the result o such legal services, agree to pay the attorney additional
or bonus compensation for its services in the form of contingent fees on a
specific undertaking, or in some other method, which such agreement shall
be in writing and approved by the Client and the Attorney.
Amendments to Agreement
This Agreement constitutes the entire agreement between the parties. No
amendment of this agreement shall be binding on either party hereto unless
mutually agreed to in writing and signed by both parties hereto.
THUS DONE AND SIGNED before me, Notary Public, at Lafayette, Louisiana on
this 21st day of April, 1998.
Witnesses ERHC
/s/Claudine S. Desormeau by: /s/ Sam L. Bass, Jr.
President and Chairman of the Board
/s/Luby Thomas CLIENT
CHARLES N. WOOTEN, LTD.
by: /s/ Charles N. Wooten, Sr.
President
ATTORNEY
/s/ Hamilton J. Chauvin, Jr.
Notary Public
Exhibit 10.3
ENVIRONMENTAL REMEDIATION HOLDING CORPORATION
OCTOBER 1998 STOCK OPTION PLAN
Option AGREEMENT made this ___ day of ________, 1998, between
Environmental Remediation Holding Corporation, a Colorado corporation (the
"Corporation"), and ________________, an outside business consultant (the
"Consultant").
The Corporation desires, by affording the Consultants an opportunity to
purchase its common shares, of $.0001 par value per share, hereinafter called
the Common Shares, as hereinafter provided, to carry out the purpose of the
Stock Option Plan of Company.
Now, therefore, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1. Grant of Option. The Corporation hereby irrevocably grants to the
consultant a Option, hereinafter called the Option, to purchase all or any
part of an aggregate of ____ Common Shares(such number being subject to
adjustment as provided in paragraph 6 hereof) on the terms and conditions
herein set forth.
2. Purchase price. The purchase price of the Common Shares covered by the
Option shall be $_________ per share flat or ex-dividend.
3. Term of Option. The term of the Option shall be for a period of two years
from the date hereof. The Option may be exercised within the above
limitations, at any time or from time to time, as to any part of or all the
shares covered thereby; provided, however, that the Option may not be
exercised as to less than 100 shares at any one time (or the remaining
shares then purchasable under the Option, if less than 100 shares).
The purchase price of the shares as to which the Option shall be exercised
shall be paid in full in cash at the time of exercise. The holder of the
Option shall not have any of the rights of a shareholder with respect to
the shares covered by the Option except to the extent that one or more
certificates for such shares shall be delivered to him upon the due
exercise of the Option. The Option may not be exercised unless at the date
of exercise a registration statement on Form S-8 under the Securities Act
of 1933, as amended, relating to the shares covered by the Option shall be
in effect. The Corporation will endeavor to obtain prior to the time when
the Option would otherwise be exercisable the registration of the shares
covered by the Option under the Act, as amended.
4. Nontransferability. The Option shall not be transferable otherwise than by
will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of the Consultant, only by him. More
particularly (but without limiting the generality of the foregoing),
the Option may not be assigned, transferred (except as provided above),
pledged, or hypothecated in any way, shall not be assignable by operation
of law, and shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge, hypothecation, or
other disposition of the Option contrary to the provisions hereof, and the
levy of any execution, attachment, or similar process upon the Option,
shall be null and void and without effect.
5. Termination of services. In the event that the services of the Consultant
shall be terminated, such termination shall not be affected Consultant's
rights in the Option. Nothing in this Option Agreement shall confer upon
the Consultant any right to continue in the service of the Corporation or
interfere in any way with the right of the Corporation to terminate his
services at any time.
6. Changes in capital structure. If all or any portion of the Option shall be
exercised subsequent to any share dividend, split-up, recapitalization,
merger, consolidation, combination or exchange of shares, separation,
reorganization, or liquidation occurring after the date hereof, as a result
of which shares of any class shall be issued in respect of outstanding
Common Shares or Common Shares shall be changed into the same or a
different number of shares of the same or another class or classes, the
person or persons so exercising the Option shall receive, for the aggregate
price paid upon such exercise, the aggregate number and class of shares
which, if Common Shares (as authorized at the date hereof) had been
purchased at the date hereof for the same aggregate price(on the basis of
the price per share set forth in paragraph 2 hereof) and had not been
disposed of, such person or persons would be holding, at the time of such
<PAGE>
exercise, as a result of such purchase and all such share dividends, split
ups, recapitalizations, mergers, consolidations, combinations or exchanges
of shares, separations, reorganizations, or liquidations; provided, however
that no fractional share shall be issued upon any exercise, and the
aggregate price paid shall be appropriately reduced on account of any
fractional share not issued. No adjustment shall be made in the minimum
number of shares which may be purchased at any one time, as fixed by
paragraph 1.
7. Method of exercising Option. Subject to the terms and conditions of this
Option Agreement, the Option may be exercised by written notice in the
Corporation, 3-5 Audrey Avenue, Oyster Bay, NY 11771. Such notice shall
state the election to exercise the Option and the number of shares in
respect of which it is being exercised, and shall be signed by the person
or persons so exercising the Option. Such notice shall either: (a) be
accompanied by payment of the full purchase price of such shares, in which
event the Corporation shall deliver a certificate or certificates
representing such shares in which event the Corporation shall deliver a
certificate or certificates representing
such shares as soon as practicable after the notice shall be received; or
(b) fix a date (not less than five nor more than ten business days from the
date such notice shall be received by the Corporation) for the payment of
the full purchase price of such shares at the against delivery of a
certificate or certificates representing such shares. Payment of such
purchase price shall, in either case, be made by check payable to the order
of the Corporation. The certificate or certificates for the shares as to
which the Option shall have been so exercised shall be registered in the
name of the person or persons so exercising the Option (or, if the Option
shall be exercised by the Consultant and if the Consultant shall so request
in the notice exercising the Option, shall be registered in the name of the
Consultant and another person jointly, with right of survivorship) and
shall be delivered as provided above to or upon the written order of the
person or persons exercising the Option. In the event the Option shall be
exercised by any person or persons other than the Consultant, such notice
shall be accompanied by appropriate proof of the right of such person or
persons to exercise the Option. All shares that shall be purchased upon the
exercise of the Option as provided herein shall be fully paid and
nonassessable.
8. General. The Corporation shall at all times during the term of the Option
reserve and keep available such number of Common Shares as will be
sufficient to satisfy the requirements of this Option Agreement, shall pay
all original issue and transfer taxes with respect to the issue and
transfer of shares pursuant hereto and all other fees and expenses
necessarily incurred by the Corporation in connection therewith, and will
from time to time use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Corporation, shall be
applicable thereto.
IN WITNESS WHEREOF, The Corporation has caused this Option Agreement to be
duly executed by its officers thereunto duly authorized, and the Consultant has
hereunto set his hand and seal, all on the day and year first above written.
Corporate Seal Environmental Remediation
Holding Corporation
Attest: By:
- ------------------------- ------------------------
President
________________________(L.S.)
Consultant
EXHIBIT 10.4
FINANCIAL PUBLIC RELATIONS
CONSULTING AGREEMENT
This Financial Public Relations consulting Agreement made as of the 28th
day of October, 1998, by and between MILAN CAPITAL GROUP, INC., having its
principal office located at 200 Broadhollow Road, Suite 207l Melville, New York
11747 (hereinafter referred to as the "Consultant") and ERHC (the "Company"), an
environmental remediation corporation having its principal office located at 3-5
Audrey Avenue, Oyster Bay, New York 11771.
Recitals
WHEREAS, the Company, a public company, requires financial public relations
services and assistances and desires to employ Consultant, as an independent
contractor Consultant, to provide such services, and Consultant is agreeable to
such employment, and the parties desire a written document formalizing their
relationship and evidencing the terms of their agreement:
Agreement
NOW, THEREFORE, intending to be legally bound and in consideration of the
mutual promises and covenants, the parties have agreed as follows:
1. Appointment: The Company hereby retains the Consultant as its financial
public relations counsel and hereby retains and employs Consultant, on the terms
and conditions of this Agreement. The consultant accepts such appointment and
agrees to perform the services in accordance with the terms and conditions of
this Agreement.
2. Term: The term of this Agreement shall begin on October 28, 1998 and
shall terminate on October 28, 1999.
3. Services:
(A) Consultant shall act, generally, as an financial
public relations counsel essentially. Acting: (1) as
a liaison between the Company and its stockholders;
(2) as an advisor to the company with respect to
existing and potential market makers, broker-dealers,
underwriters, and investors as well as being a
liaison between the Company and such persons; and (3)
as an advisor to the company with respect to
communications and information (e.g. interviews,
press releases, shareholder reports, etc.).
As well as planning, designing, developing,organizing
writing and distributing such communications and
information as the company may request or direct.
(B) As the Company shall request or direct, Consultant
shall assist in establishing, and advise the company
with respect to: shareholder meetings, interviews of
Company officers by analysts, market makers,
broker-dealers, and other members of the financial
community, both in the United States and in Europe.
(C) Consultant shall seek to make the Company, its
management, its products, and its financial situation
and prospects known to the financial press and
publications, broker-dealers, and other members of
the financial community, both in the United States
and Europe.
(D) As the Company shall request or direct, Consultant
shall act, generally as a financial public relations
counselor to the Company, including: (1) introducing
the Company to broker-dealers, market makers, banks,
financial advisors, financial institutions and
potential investors, both in the United States and in
Europe; (2) introducing the Company to potential
business partners and customers; and (3) arranging
interviews and analyst meetings, and securing
invitation of the Company to appropriate conferences
and busines events, and similar financial public
relations events.
<PAGE>
(E) The initial services to be rendered by Consultant,
at COMPANY'S expense, shall be (1) securing of TV and
radio interviews and placement of at least one
magazine profile; (2) the fulfillment and
distribution of leads generated by promotions
throughout the broker network; (3) weekly conference
call with brokers and investors; (4) 1,2, and 3 shall
be mutually agreed upon by both Consultant and the
Company. The funds required to fulfill these
obligations are to be expended out and mutually
agreed upon by both Consultant and the Company prior
to expenditure.
4. Limitations on Services: The parties recognize that certain
responsibilities and obligations are imposed by other U.S. and foreign
securities laws as well as by the applicable rules and regulations of the MASD,
in-house "due diligence" or "compliance" departments of brokerage house, etc.
Accordingly, Consultant agrees:
(A) Consultant shall NOT release any financial or other
information or data about the Company without the
consent and approval of the Company.
(B) Consultant shall NOT conduct any meeting with
financial analyst without informing and receiving
approval by the Company in advance of the proposed
meeting and the format or agenda of such meeting and
the Company may elect to have a representative of the
Company attend at such meeting.
(C) Consultant shall NOT release any information or data
about the company to any selected or limited
person(s), entity, or group, if the Consultant is
aware that such information or data has not been
generally released or promulgated.
5. Duties of the Company
(A) The Company shall supply Consultant, on a regular and
timely basis, with all approved data and information
about the Company, its management, its products, and
its operations and the Company shall be responsible
for advising Consultant of any facts which would
affect the accuracy of any prior data and information
previously supplied to Consultant so that Consultant
may take corrective action.
(B) The Company shall, from time to time as applicable,
promptly supply Consultant: (i) with full and
complete copies of any and all filings with the
Securities and Exchange Commission and all foreign
securities agencies; (ii) with full and complete
copies of all filings with any stock exchanges; (iii)
with full and complete copies of all shareholder
reports and communications whether or not prepared
with CONSULTANT'S assistance; (iv) with all data and
information supplied to any analyst, broker-dealer,
market maker, or other member of the financial
community; (v) with all consulting agreements signed
by the Company; and (vi) with all product/services
brochures, sales materials, etc.
(C) During the term of this Agreement, Company shall
notify Consultant prior to issuing any shares under
Regulations S, or a form S-8, or under any other
method which results in free trading shares during
the term of this Agreement.
(D) The company shall promptly notify Consultant of any
event which triggers any restricitons on publicity,
together with a statement as to coountires included
within the publicity restriction requirements.
(E) The Company shall, contemporaneously with supplying
information or data to Consultant, notify consultant
if any information or data being supplied to
Consultant has not been generally released or
promulgated.
<PAGE>
6. Representation and Indemnification:
(A) The Company shall be deemed to make a continuing
representation of the accuracy of any and all
material facts, material information ,a nd material
data which it supplies to Consultant and the Company
acknowledges its awareness that Consultant will rely
on such continuing representation in disseminating
such information and otherwise performing their
public relations functions.
(B) Consultant, in the absence of notice in writing from
Company, will rely on the continuing accuracy of
material, information, and data supplied by the
Company.
(C) The Company hereby agrees to indemnify Consultant
against, and to hold
Consultant harmless from, any claims, demands, suits,
losses, damages, etc. arising out of CONSULTANT'S
reliance on the general availability of information
supplied to Consultant unless Consultant has been
negligent in fulfilling their duties and obligations
hereunder.
(D) The Company hereby authorizes Consultant to issue
corrective, amendatory, supplemental, or explanatory
press releases, shareholder communications and
reports, or data supplied to analysts,
broker-dealers, market makers, or other members of
the financial community after approval by the Company
7. Compensation: For all financial public relations services rendered
hereunder during the term hereof, Company and/or certain stockholders
("STOCKHOLDERS") shall issue Consultant as follows:
(A) COMPANY shall pay Consultant $12,500 U.S. per month
for the twelve (12) months beginning October 28, 1998
and ending October 28, 1999; payable two (2) months
within ten (10) days of the signing of this
Agreement. This amount will be satisfied in U.S.
dollars.
(B) COMPANY shall issue to Consultant or its assignee Ira
Monas immediately following execution hereof, 150,000
free trading shares of the common stock of ERHC
through S-8 registration and 100,000 shares of the
common stock of ERHC in thirty (30) days.
(C) COMPANY and/or STOCKHOLDERS shall issue to CONSULTANT
or its assignee Ira Monas immediately following
execution hereof, the following stock options to
purchase from the Company. These options shall be at
the following strike prices:
75,000 @ 0.75
75,000 @ 1.00
75,000 @ 1.25
75,000 @ 1.50
All options shall be exercisable for a 24-month
period commencing October 28, 1998 and ending October
28, 2000. These options shall be fully registered and
have the same registration rights as any stock
registered by the company following execution of this
Agreement. ERHC (COMPANY) shall take whatever steps
that are necessary to register the shares issued as a
result of the exercise of these options if no other
registration occurs within twelve (12) months hereof.
(D) The parties acknowledge that in negotiating these
fees they recognize that the services contemplated
under this Agreement may not be performed in equal
monthly segments, but may be substantial during the
earlier portion of the term of this Agreement, but
less after the relationships and communication lines
are established directly by the Company. Accordingly,
the lessening of the proportion of services over the
later portion of this Agreement shall not constitute
a breach of Agreement or termination.
<PAGE>
(E) The Company shall pay its own costs and expenses
incurred by Consultant in providing the contemplated
financial public relations services, including, but
not limited to: wire service distribution cost (i.e.,
Business Wire). Out-of- pocket expenses for
telephone/facsimile charges, and postage and delivery
services charges as well as compensation to third
party vendors, copywriters, staff writers, art and
graphic personnel, printing, etc. provided such
expenses have been approved by the Company. In
addition, all travel and entertainment
expenses of the Consultant on behalf of the Company
shall be approved by the Company prior to the
expenditure.
(F) For all special services, not within the scope of
this Agreement, Company shall pay Consultant such
fees, costs, and expenses as, and when, the parties
shall determine in advance of performance of the
special services provided that the Company has agreed
in advance of the special services.
8. Billing and Payment: For all services compemplated to be rendered
hereunder, and the costs and expenses thereof, the Company shall pay Consultant
on the 1st day of each month as outlined in paragraph 7A, B, C, D, E and F.
9. Relationship of Parties: Consultant is an independent contracts,
responsible for compensation of its own affiliates, agents, employees and
representatives, as well as all applicable withholding therefrom and taxes
thereon (including unemployment compensation) and all workmen's compensation
insurance. This Agreement does not establish any partnership, joint venture, or
other business entity or association between the parties and no party is
intended to have any interest in the business or property of the other by reason
of this Agreement.
10. Termination: This Agreement may be terminated by either the Company or
the Consultant prior to the expiration of the term provided in Paragraph 2 above
as follows:
(A) Upon failure of the other party to cure default
under, or a breach of, this Agreement within ninety
(90) days after written notice is given to such
default of breach by the terminating party. In the
event the Company terminates this Agreement for
breach, the Company will not be obligated to register
Consultant's shares if the Company files a
registration statement;
(B) Upon the bankruptcy or liquidation of the other party
whether voluntary or involuntary;
(C) Upon the other party taking the benefit of any
insolvency law; and/or
(D) Upon the other party having or applying for a
receiver appointed for all or a substantial part of
such party's assets or business.
(E) The Company may terminate this Agreement with ninety
(90) days notice. All monthly cash payments will
cease upon the date of termination. The options
issued under section 7B in the Agreement are exempt
from this clause and remain effective for twenty-four
(24) months.
11. Waiver of Breach: The waiver by a party of a breach of any provision of
this Agreement by another party shall not operate or be construed as a waiver of
any subsequent breach by the breaching party.
12. Assignment: The rights and obligations of the parties under this
Agreement shall endure to the benefit of, and shall be binding upon, the
successors and assigns of the parties.
13. Notices: Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by certified mail,
return receipt requested, to the principal office of the party being notified.
14. Entire Agreement: This instrument contains the entire Agreement of the
parties and may be modified only by agreement in writing, signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought. If any provision of this Agreement is declared void, such
provision shall be severed from this Agreement, which shall otherwise remain in
full force and effect.
15. Governing Law: This Agreement shall be a contract made in the State of
New York and shall be interpreted and governed by, and construed in accordance
with, the laws of the State of New York.
16. Taxes: Any and all taxes, excises, assessments, levies, interest and
penalties, which may be assessed, levied, demanded, or imposed by any
governmental agency in connection with this Agreement, shall be paid by the
party upon which they are imposed and shall be the sole obligation of such
party.
<PAGE>
17. Arbitration: Any controversy or claim arising out of or relating to
this Agreement shall be settled by arbitration in the State of New York in
accordance with the applicable rules of the American Arbitration Association.
18. Counterparts: This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Agreement.
ENVIRONMENTAL REMEDIATION
HOLDING CORPORATION (ERHC)
By: Jim R. Callender, Sr.
President and CEO
By: James A Griffin
Corporate Secretary
MILAN CAPITAL GROUP, INC.
By: Ira A. Monas
Managing Director
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated relating to the consolidated financial
statements of ENVIRONMENTAL REMEDIATION HOLDING CORPORATION (ERHC) appearing in
such company's Annual Report on Form 10-K for the fiscal year ended September
31, 1997.
/s/ DURLAND & COMPANY, CPA's, P.A.
November 19, 1998
Palm Beach, Florida
<PAGE>
