EXHIBIT 4.2
CONSULTANT AGREEMENT
by and BETWEEN
Environmental Remediation Holding Corp
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and
Lexus Airways International, Inc.
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Tax ID Number ▇▇▇▇▇▇▇▇▇
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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and
Environmental Remediation Holding Corp hereinafter referred to as (ERHC) and its
successors and assigns of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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.
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 ▇▇▇▇ for all services rendered in accordance with
the work that has been completed.
4.3 PAYMENTS
Contractor shall pay Consultants ▇▇▇▇ 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
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.
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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
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Environmental Remediation Holding Corp. Date: June 28, 1997
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/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Date: June 28, 1997
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
Lexus Airway International, Inc.