EXHIBIT 4.1
AMENDMENT TO EMPLOYMENT CONTRACT
BY and BETWEEN
ENVIRONMNTAL REMEDIATION HOLDING CORP
and
IMPERIAL INTERNATIONAL DESIGN, INC.
This is an agreement, effective this date, 7 day of May, 1997 between Imperial
International Design, Inc and its successors and assigns of West Palm Beach,
Florida hereinafter called "Consultants" and Environmental Remediation Holding
Corp. its successors and assignees of Environmental Remediation Holding Corp of
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ hereinafter called " ERHC" This is an
addendum to the original contract dated September 2, 1996.
BACKGROUND
Under the terms set forth below, ERHC retains the services of the Consultants to
advise and consult with respect to its International business in the Caribbean
and the financing of the Chevron Contract, and Consultants agrees to render such
services as necessary. ERHC in the last five months has requested Imperial take
over negotiation of two major contracts on their behalf the first in Africa and
the second in Indonesia. As part of this agreement Imperial has covered all of
the expenses of signing these agreements.
TERMS
1. Consultants agrees to extend the original agreement for (2) 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 obtaining of a loan from Exim Bank on the basis that the repayment of
each loan shall be guaranteed by either the Government of or an entity or bank
controlled by the government of otherwise acceptable to Exim Bank ("the
guarantor"). Imperial will arrange financing on any other projects that ERHC is
successful in obtaining or investments it is able to arrange for the company.
Imperial has completed the loan packages and presentation required by ERHC to
make application to the lenders as part of this agreement.
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 two years 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 Antigua, Trinidad & Tobago, Indonesia, Congo, and ▇▇▇ ▇▇▇▇ for
both major oil concessions as well as reworking of older fields, both as regards
to participation in its projects by ERHC public and private sector investors or
in connection with the procurements of an acceptable guarantee from the
Guarantor. The Consultants will be responsible for completing all paperwork
required by lenders, investor, government. This paper work is not limited to
application, Government required documentation, cash flows, material lists,
supplier list, and Corporate information as are needed in obtaining a loan from
lenders or investors. If requested by ERHC the Consultants will facilitate the
placement of the Bank loan with a lender acceptable to both Exim Bank, the
lender, investor and Contractor. The Consultants have the right to refuse to
perform specific requests by Contractor other than as so defined and identified.
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.
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 Consultants $5,000.00 USD upon signing of the contract and
$5000.00 USD a month till closing of the loan with a lender for 13.5 million.
Upon the closing of the loan consultant(s) shall receive a 5% of the total
amount of said loan, minus such monies expended by ERHC prior to closing.
Further to Consultant upon the signing of the agreement will be provided with
2,500,000 shares of ERHC free trading stock. (inclusive of the original 1.5
million issued)
4.2 BILLING
The Consultants shall submit a ▇▇▇▇ for all services rendered in accordance with
the work that has been completed.
4.3 PAYMENTS
Contractor shall pay Consultants ▇▇▇▇ within 10 of receipt and will pay the
remaining fees at loan closing.
4.4 EXPENSES
ERHC will be responsible for all the out of pocket expenses
of the Consultants in connection with this project. ERHC will have the right to
approve all expenses prior to funds be expended on their behalf other than
normal day to day expenses. These expenses will include airfare, hotel
accommodation, phone and mailing, copying, and binding or required material.
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
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 New York,
Executed at Nassau Jerchio, New York
County City State
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Imperial International Design, Inc.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Environmental Remediation Holding Corp
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary