REGAL CAPITAL, LLC FAIRFIELD, NJ 07004
EXHIBIT
10.4
REGAL
CAPITAL, LLC
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▇▇▇▇▇▇▇▇▇,
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Axion
International,
Inc. December
6, 2007
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▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇,
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Dear ▇▇.
▇▇▇▇▇▇▇▇:
This
letter will confirm our Agreement (the “Agreement”) pursuant to which Regal
Capital, LLC (the “Consultant”), has been retained to serve as a management
consultant and advisor to Axion International, Inc. (the “Company”) and/or its
subsidiaries or affiliates for a period of 36 months commencing upon the merger
of Company into a public entity.
1. Duties of
Consultant. The Consultant shall, at the request of the
Company, upon reasonable notice, render the following services:
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(i)
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assist
the Company in the preparation of an in-depth business plan suitable for
presentation to potential investors, underwriters, strategic partners and
lenders.
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(ii)
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introduce
the Company to prospective underwriters, auditors and legal
counsel.
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(iii)
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provide
financial guidance on issues of budgeting, compensation and financial
structure.
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(iv)
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assist
the Company in developing sources of interim financing should interim
financing be deemed required.
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(v)
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introduce
the Company to a public Company for purposes of effectuating a reverse
merger.
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(vi)
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provide
advice and guidance regarding prospective appointments to the Board of
Directors of the Company.
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2.
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Compensation.
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2.1 Initial
Compensation. As compensation for the services which
have previously been rendered by the Consultant on behalf of the
Company with regard to the formulation of preliminary business concepts and in
consideration of the Consultant’s commitment to enter into
this
Agreement, the Company on the execution of this Agreement, shall issue to the
Consultant 54 shares of common stock of the Company.
2.2 Deferred
Compensation. The Company shall pay the consultant an
additional $230,000 for its services hereunder of which (i) $80,000 shall be
paid on January 10, 2008; (ii) $80,000 shall be paid within ten (10) days of the
Company’s receipt of its first purchase order for its products; and (iii)
$70,000 shall be paid within ten (10) business days following the first shipment
of the Company’s product to its customers.
3. Expenses. The
Company shall reimburse the Consultant for all of its reasonable and
pre-approved travel and other out-of-pocket expenses incurred in connection with
its engagement hereunder.
4. Relationship. Nothing
herein shall constitute Consultant as an employee or agent
of the
Company, except to such extent as might hereinafter be agreed upon for a
particular obligate or commit the Company in any manner
whatsoever.
5. Confidentiality. Except
in the course of the performance of its duties hereunder, Consultant agrees that
it shall not disclose any trade secrets, know-how, or other proprietary
information not in the public domain learned as a result of Consultant=s
services to the Company unless and until such information become generally known
or unless compelled to do so pursuant to subpoena or court order.
6. Information;
Notice of Events. The Company recognizes and confirms
that the Consultant will be using information provided by or on behalf of the
Company in connection with the performance of its duties under this Agreement,
and that the Consultant does not assume any responsibility for and may rely
upon, without independent verification, the accuracy and completeness of any
such information. The Company hereby warrants that any information
relating to the Company that is furnished to the Consultant by or on behalf of
the Company will be fair, accurate and complete and will not contain any
material omissions or misstatements of fact.
7. Indemnity. The
Company shall indemnify the Consultant from liability it may incur in connection
with the performance of its duties hereunder to the extent that such liability
is a result of false information provided to the Consultant by the
Company.
8. Governing
Law; Submission to Jurisdiction. This Agreement shall be
deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the laws of said
State. The Company and Consultant hereby irrevocably and
unconditionally consent to submit to the exclusive jurisdiction of the courts of
the State of New York and of the United States of America located in the State
of New York, City of New York, for any actions, suits or proceedings arising out
of or relating to this letter and the transactions contemplated hereby (and
agree not to commence any actions, suite or proceeding relating thereto except
in such courts), and further agree that service of process for any a action,
suit or proceeding brought against the Company or the Consultant, as the case
may be, in any such court. The Company and Consultant also hereby
irrevocably and unconditionally waive any objection to the laying of venue of
any action, suit or proceeding arising out of this letter or the transactions
contemplated hereby, in the courts of the State of New York or the United States
of America located in the State of New York,
County of
New York and hereby further irrevocably and unconditionally waive, and agree not
to plead a claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient
forum.
9. Miscellaneous. This
letter (a) incorporates the entire understanding of the partieswith respect to
the subject matter hereof and supersedes all previous agreements should they
exist with respect thereto, whether written or oral, (b) may not be amended,
modified or waived except in a writing executed by the Company and the
Consultant and their respective successors and assigns. This letter
may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original for all purposes, but all such counterparts together shall
constitute but one and the same instrument. Delivery of an executed
counterpart of this letter by facsimile shall be equally effective as delivery
of an executed original counterpart of this letter.
Please
confirm that the foregoing is in accordance with your understanding and
agreement with the Consultant by signing and returning to us a copy of this
letter, which shall become our binding agreement upon our receipt.
We are
delighted to accept this engagement and look forward to working with you on this
assignment.
Very
truly yours,
By: /s/▇▇▇▇▇▇▇
▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Partner
AGREED
AND ACCEPTED AS OF
THE DATE
FIRST ABOVE WRITTEN:
By: /s/▇▇▇▇▇
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title: CEO