LEGAL SERVICES AND CONSULTING AGREEMENT
This Marketing and Consulting Agreement ("Agreement"), dated this 30th day of
May, 2001, is executed by and between Geotec Thermal Generators, Inc. a Florida
corporation with offices located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Company"), and ▇▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., with offices
located ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Consultant").
WHEREAS, the Company is engaged in providing high-technology oil and gas
treatment services to various ▇▇▇▇▇ located throughout the United States,
Canada, Central and South America based on usage of complex machines, equipment
and technologies developed by Russian scientific and industrial research
centers, in particular NPO Altai, the former Soviet Union Military Research and
Production Facility, with which the Company has long-term partnership in
technology development agreement;
WHEREAS, the Consultant is an attorney at law of good standing and considerable
international reputation, member of the Interregional Bar Association of the
Commonwealth of Independent States, uniquely knowledgeable in the area of export
of complex Russian-designed technology and equipment for oil industry and has
had vast, long-term and substantial practical experience in the litigation,
legal research, administrative, management, financial and other areas related to
high technology products and services similar to those presently being offered
by the Company;
WHEREAS, the Company desires to retain the exclusive services of the Consultant
and her office to provide legal research, litigation services, legal advise,
consultancy and contract coordination and assistance in further development and
export of its products and services from Russia to the markets serviced by the
Company as well as provide legal advise on the matters related to agreements and
ongoing contractual relationships with its numerous Russian business
counterparts, negotiations, preparation and execution of new large-scale joint
technology development contracts and joint ventures;
NOW THEREFORE, in consideration of the promises and mutual covenants set forth
in this Agreement, the parties hereby agree as follows:
1. Scope of Services. The Company hereby retains the Consultant to assist in
provide legal research, legal advise, litigation and arbitration services in the
courts of Russian Federation and the courts of the Commonwealth of Independent
States, provide consulting on the ongoing complex contractual relationships with
numerous Russian business counterparts, assist in preparation and execution of
licenses and permits required for further expansion of export of respective
Russian-designed technology for the company's business in various regions of the
world and to seek to develop new business opportunities and niche markets for
the Company's services in collaboration with leading Russian oil and gas
companies.
2. Term. This Agreement shall become effective as of the date set forth on the
signature page of this Agreement and shall continue for a period of one (1) year
(the "Term"). Notwithstanding the foregoing, the Company or the Consultant have
the right to terminate this Agreement for cause upon 30 days' written notice,
which written notice shall be effective upon mailing by first class mail, FedEx
or other such delivery services at the respective addresses provided by the
parties in this Agreement. "Cause" shall be deemed any violation of any federal
or state law or any rule or regulation of any regulatory agency, any neglect, or
omission detrimental to the conduct of the Company or the business of the
Consultant, material breach of this Agreement or any unauthorized disclosure of
any confidential information of the Company.
3. Compensation, Issuance of Stock. In consideration for the services to be
performed by the Consultant pursuant to the terms of this Agreement, the Company
will issue to Consultant, immediately upon the execution of this Agreement, a
total of 150,000 of its authorized but unissued common shares and cause the
immediate delivery of the stock certificate(s) to the Consultant.
3.a. Incentive Compensation. The Consultant shall also receive one year options
in the amount and share strike prices as stated below. Said options shall
terminate one year from this agreement, and shall not be renewable. Further,
said options shall only be able to be exercised if the price of the Company's
stock remains at or above the share stock price for more than 15 consecutive
days.
50,000 common share options at $1.50
50,000 common share options at $2.00
100,000 common share options at $3.00
150,000 common share options at $4.00
4. Registration Provisions. The Company agrees to register the Consultant's
shares for resale under the Securities Act of 1933, as amended, pursuant to a
registration statement filed with the Securities and Exchange Commission on Form
S-8 (or, if Form S-8 is not then available, such other form of registration
statement then available). Any and all costs of filing such registration
statement shall be borne by the Company.
5. Confidentiality. The Consultant agrees that all information concerning the
Company which he obtains as a result of the services rendered pursuant to this
Agreement shall be kept confidential and shall not be used by the Consultant
except for the direct benefit of the Company and such confidential information
shall not be disclosed by the Consultant to any third party without the prior
written approval of the Company, provided, however, that the Consultant shall
not be obligated to treat as confidential any information that (a) was publicly
known at the time of disclosure to the Consultant, (b) becomes publicly known or
available thereafter other than by means in violation of this Agreement or any
other duty owed to the Company by the Consultant, or (c) is lawfully disclosed
to the Consultant by a third party.
6. Independent Contractor. The Consultant and the Company hereby acknowledge
that the Consultant is an independent contractor. The Consultant agrees not to
hold himself out as, nor take any action from which third parties might
reasonably infer that the Consultant is an employee, partner or agent of, or a
joint venturer with the Company. In addition, the Consultant shall take no
action, which to the knowledge of the Consultant, binds, or purports to bind,
the Company to any contract or agreement.
7. Miscellaneous.
a. Hiring Agreement. This Agreement contains the entire agreement between the
parties and may not be waived, amended, modified or supplemented except by
agreement in writing signed by the party against whom the enforcement of any
waiver, amendment, modification or supplement is sought. Waiver of or failure to
exercise any right provided by this Agreement shall not be deemed a waiver of
any further or future rights.
b. Governing Law. This Agreement shall be construed under the laws of the
State of Florida and the parties agree that the exclusive jurisdiction for any
litigation or arbitration arising under this Agreement shall be in Boca Raton,
Florida.
c. Successors and Assigns. This Agreement shall be binding upon the parties,
their successors and assigns, provided, however, that the Consultant shall not
permit any other person or entity to assume the obligations hereunder without
the prior written approval of the Company.
d. Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision(s) shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision(s) were excluded and shall be enforceable in accordance with its
terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date set forth below.
Date: 8/02/01
Consultant
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Geotec Thermal Generators, Inc.
By:
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Name: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer