Exhibit 10.3
CONSULTANCY AGREEMENT
THIS AGREEMENT made this 31st day of December, 1996 between:
Interchem (N.A.) Industries, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter called "the Consultant")
OF THE FIRST PART
and:
Soy Environmental Products, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter called "the Company")
OF THE SECOND PART
WHEREAS:
A. Interchem has certain knowledge and skills useful for the
benefit of the Company; and
B. The Company wishes to make use of Interchem's knowledge and
skills on a consultancy basis;
NOW, THEREFORE, witnesseth that in consideration of the mutual covenants of the
parties herein, the parties agree as follows:
1. The Company HEREBY APPOINTS the Consultant to act as consultant to
the Company for the period and upon the terms hereinafter provided.
2. Consultancy Services.
2.1 The Consultant will provide the Company with such
consultancy and advisory services as the Company may
from time to time reasonably require in relation to
its business.
2.2 Such services shall include but not be limited to the
provision of advice and services regarding
administration, management, marketing and finance
specifically to be provided by ▇▇▇ ▇▇▇▇.
Exhibit 10.3
2.3 The Consultant shall not be required to perform any
executive functions and shall be given reasonable
notice of all meetings which it is required to attend
in pursuance to the terms of this Agreement.
2.4 The Consultant will faithfully and diligently perform
such services as aforesaid and in the performance of
such services will comply with all such reasonable
directions and restrictions as may for the time being
be given to or imposed upon it by the Board of
Directors of the Company or by any one authorized by
the Board of Directors of the Company.
2.5 The Consultant will in the performance of its
services do all in its power to promote, develop and
extend the business of the Company and to protect and
further the reputation and interests of the business.
3. Fees and Expenses.
3.1 In consideration of its performance of the said
services, the Company will pay to the Consultant a
Consultancy Fee (which shall accrue from day to day)
at a rate of Eight Thousand Three Hundred Thirty
Three and 33/100 Dollars ($8,333.33) monthly. This
sum shall increase or decrease on the anniversary
date of this agreement by the same percentage of
increase or decrease of the consumer price index as
calculated by the Department of Labor of the USA for
the previous year.
4. Duration and Termination.
4.1 This Agreement shall be deemed to commence from the
1st of January, 1997 and shall continue in force
until the 31st of December, 1999 and subject to
termination as hereinafter provided.
4.2 The Company may nevertheless terminate this Agreement
forthwith by notice in writing to the Consultant in
the event that it is guilty of any serious default or
misconduct in connection with or affecting the
business or the affairs of the Company or if it is
declared, (or assigns itself a)
bankrupt.
4.3 On the termination of this Agreement for any reason,
the Consultant will at the Company's request
forthwith deliver up to the Company all
correspondence and other documents and property
belonging to the Company or any subsidiary or
associated company which may have been prepared by
him or have come into his possession at any time and
will not retain any copies thereof.
2
Exhibit 10.3
5. Nothing herein contained shall be construed as creating the
relationship of Employer and Employee between the parties and the Consultant
agrees that it is responsible for the payment of all tax on the fees paid
hereunder.
6. Any notice to be given hereunder shall be given in writing and may
be given either personally or may be sent by registered post addressed to the
addresses hereinbefore set out or such other address as each party may advise
the other and any notice given by post shall be deemed to have been served 7
days after posting.
AS WITNESS the hands of the parties hereto the day and year first above
written.
INTERCHEM (N.A.) INDUSTRIES, INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇ ▇. ▇▇▇▇
--------------------------------- -----------------------------
SOY ENVIRONMENTAL PRODUCTS, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇
--------------------------------- -----------------------------
Witness
3