Epi Technologies Inc/De Sample Contracts

Epi Technologies Inc/De – LOAN AND SECURITY AGREEMENT (January 22nd, 1998)

Exhibit 10.22 LOAN AND SECURITY AGREEMENT among NATIONAL BANK OF CANADA and EPI TECHNOLOGIES, INC. ENVIRONMENTAL PURIFICATION INDUSTRIES COMPANY January __, 1998 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (the "Agreement") is made and entered into by and among NATIONAL BANK OF CANADA ("Bank"), EPI TECHNOLOGIES, INC., f/k/a Environmental Purification Industries, Inc. ("EPI") and ENVIRONMENTAL PURIFICATION INDUSTRIES COMPANY ("EPIC"; and together with EPI, sometimes will be referred to collectively as "Borrowers" and individually as a "Borrower").

Epi Technologies Inc/De – EMPLOYMENT AGREEMENT (January 22nd, 1998)

Exhibit 10.20 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated as of _______________, 1997 by and between EPI Technologies, Inc., a Delaware corporation (f/k/a Environmental Purification Industries, Inc.) ("Employer"), and Bruce Maison ("Employee"). Capitalized terms shall have the meanings given them in the Employment Agreement (as hereinafter defined) unless otherwise defined herein. WHEREAS, Employer and Employee are parties to an Employment Agreement dated July 30, 1996 (the "Employment Agreement"); and WHEREAS, Employer and Employee desire to amend certain terms of the Employment Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable consideration, the parties hereto agree as follows: 1. AMENDMENTS TO TH

Epi Technologies Inc/De – WARRANT AGREEMENT (January 22nd, 1998)

Exhibit 10.19 WARRANT AGREEMENT WARRANT AGREEMENT (this "Agreement"), dated as of ________, 1998, by and among EPI TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and _____________ (the "Stockholder"). W I T N E S S E T H: WHEREAS, the Stockholder has waived certain rights in connection with a public offering by the Company pursuant to a Registration Statement on Form S-1 (Registration No. 333-37071) (the "Registration Statement") filed pursuant to the Securities Act of 1933, as amended (the "Act"), of shares of its common stock, par value $0.01 per share ("Common Stock"), and redeemable common stock purchase warrants; and WHEREAS, in consideration for the Stockholder's waiver of its rights in connection with the Registration Statement, the Company has agreed to issued to the Stockholder 50,000 redeemable Comm

Epi Technologies Inc/De – STOCK OPTION PLAN OF (January 22nd, 1998)

Exhibit 10.6 1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN OF EPI TECHNOLOGIES, INC. 1. PURPOSE OF THE PLAN. This 1997 Non-Employee Directors' Stock Option Plan of EPI Technologies, Inc. adopted on this _______ day of _______________, 1997, is intended to encourage directors of the Company who are not officers or key employees of the Company or any of its Subsidiaries to acquire or increase their ownership of common stock of the Company. The opportunity so provided is intended to foster in participants an incentive to put forth maximum effort for the continued success and growth of the Company and its Subsidiaries. 2. DEFINITIONS. When used herein, the following terms shall have the meaning set forth below: 2.1 "BOARD" means the Board of Directors of EPI Technologies, Inc. 2.2

Epi Technologies Inc/De – INCENTIVE STOCK OPTION PLAN (January 22nd, 1998)

EXHIBIT 10.21 AMENDED AND RESTATED 1997 NON-QUALIFIED AND INCENTIVE STOCK OPTION PLAN OF EPI TECHNOLOGIES, INC. 1. PURPOSE OF THE PLAN. This Amended and Restated 1997 Non-Qualified and Incentive Stock Option Plan of EPI Technologies, Inc. adopted as of the ___ day of November, 1997, is intended to encourage officers, other key employees and consultants of the Company and its Subsidiaries to acquire or increase their ownership of common stock of the Company on reasonable terms. The opportunity so provided is intended to foster in participants a strong incentive to put forth maximum effort for the continued success and growth of the Company and its Subsidiaries, to aid in retaining individuals who put forth such efforts, and to assist in a

Epi Technologies Inc/De – REGISTRATION RIGHTS AGREEMENT (January 22nd, 1998)

EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made as of this ___ day of ______________, 1997, by and among EPI Technologies, Inc., a Delaware corporation (the "Company"), and Spencer I. Browne ("Browne"), Elliot Smith ("Smith"), MNP Corporation, a Michigan corporation ("MNP"), and Guido Mendogni ("Mendogni" and, collectively with Browne, Smith and MNP, the "Investors"). PREAMBLE WHEREAS, each of Browne, Smith and MNP (collectively, the "Minority Stockholders") own 83,333.33 shares of the Company's common stock, par value $.01 per share ("Common Stock"), and warrants to purchase 50,000 shares of Common Stock ("Minority Stockholder Warrants") and Mendogni owns warrants to purchase 500,000 shares of Common Stock ("Bridge Warrants"); WHEREAS, the Minority Stockholders, among other

Epi Technologies Inc/De – REGISTRATION RIGHTS AGREEMENT (December 10th, 1997)

EXHIBIT 10.20 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made as of this ___ day of ______________, 1997, by and among EPI Technologies, Inc., a Delaware corporation (the "Company"), and Spencer I. Browne ("Browne"), Elliot Smith ("Smith"), MNP Corporation, a Michigan corporation ("MNP"), and Guido Mendogni ("Mendogni" and, collectively with Browne, Smith and MNP, the "Investors"). PREAMBLE WHEREAS, each of Browne, Smith and MNP (collectively, the "Minority Stockholders") own 83,333.33 shares of the Company's common stock, par value $.01 per share ("Common Stock"), and warrants to purchase 50,000 shares of Common Stock ("Minority Stockholder Warrants") and Mendogni owns warrants to purchase 500,000 shares of Common Stock ("Bridge Warrants"); WHEREAS, the Minority Stockholders, among oth

Epi Technologies Inc/De – EMPLOYMENT AGREEMENT (December 10th, 1997)

Exhibit 10.21 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated as of _______________, 1997 by and between EPI Technologies, Inc., a Delaware corporation (f/k/a Environmental Purification Industries, Inc.) ("Employer"), and Bruce Maison ("Employee"). Capitalized terms shall have the meanings given them in the Employment Agreement (as hereinafter defined) unless otherwise defined herein. WHEREAS, Employer and Employee are parties to an Employment Agreement dated July 30, 1996 (the "Employment Agreement"); and WHEREAS, Employer and Employee desire to amend certain terms of the Employment Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable consideration, the parties hereto agree as follows: 1. AMENDMENTS TO TH

Epi Technologies Inc/De – INCENTIVE STOCK OPTION PLAN (December 10th, 1997)

EXHIBIT 10.23 AMENDED AND RESTATED 1997 NON-QUALIFIED AND INCENTIVE STOCK OPTION PLAN OF EPI TECHNOLOGIES, INC. 1. PURPOSE OF THE PLAN. This Amended and Restated 1997 Non-Qualified and Incentive Stock Option Plan of EPI Technologies, Inc. adopted as of the ___ day of November, 1997, is intended to encourage officers, other key employees and consultants of the Company and its Subsidiaries to acquire or increase their ownership of common stock of the Company on reasonable terms. The opportunity so provided is intended to foster in participants a strong incentive to put forth maximum effort for the continued success and growth of the Company and its Subsidiaries, to aid in retaining individuals who put forth such efforts, and to assist in

Epi Technologies Inc/De – THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES (December 10th, 1997)

EXHIBIT 10.18 THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO INTEREST IN THIS SUBORDINATED NOTE MAY BE OFFERED OR SOLD TO A U.S. PERSON OR WITHIN THE UNITED STATES EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 OR REGULATION S UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, WHICH OPINION, IN FORM AND CONTENT, AND COUNSEL ARE REASONABLY ACCEPTABLE TO COUNSEL FOR EPI TECHNOLOGIES, INC., STATING THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE. EPI TECHNOLOGIES, INC. NON-NEGOTIABLE 10% COGNOVIT SUBORDINATED PROMISSORY NOTE $250,00

Epi Technologies Inc/De – WARRANT AGREEMENT (December 10th, 1997)

Exhibit 4.2 WARRANT AGREEMENT WARRANT AGREEMENT, dated as of ________, 1997, by and among EPI TECHNOLOGIES, INC., a Delaware corporation (the "Company"), CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Warrant Agent (the "Warrant Agent"), and DUKE & CO., INC., a Florida corporation (the "Underwriter"). W I T N E S S E T H: WHEREAS, pursuant to an underwriting agreement (the "Underwriting Agreement") dated ________, 1997 between the Company and the Underwriter, in connection with (i) a public offering pursuant to a Registration Statement on Form S-1 (Registration No. 333-37071) (the "Registration Statement") filed pursuant to the Securities Act of 1933, as amended (the "Act"), and declared effective by the Securities and Exchange Commission on ________, 1997 of 1,250,000 shares of its Common Stock, par value $0

Epi Technologies Inc/De – CERTIFICATE OF INCORPORATION (December 10th, 1997)

Exhibit 3.2 SECOND RESTATED CERTIFICATE OF INCORPORATION OF EPI TECHNOLOGIES, INC. FIRST: The name of the Corporation is EPI Technologies, Inc. SECOND: The address of its registered office in the State of Delaware is No. 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. THIRD: The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: A. GENERAL AUTHORIZATION. The aggregate number of shares which the Corporation is authorized to issue is Twenty-Two Million Five Hundred Thousand (22,500,000), consisting of:

Epi Technologies Inc/De – TERM NOTE (October 2nd, 1997)

TERM NOTE $350,000 Cleveland, Ohio July 25, 1996 FOR VALUE RECEIVED, the undersigned, jointly and severally, promise to pay to the order of NATIONAL CANADA FINANCE CORP. ("Banks") the principal amount of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) as hereinafter provided, with interest on the unpaid principal balance from time to time outstanding at a rate per annum equal to one and one-half (1 1/2) percentage points above Bank's Base Rate (as defined in the Loan Agreement, as described below). Interest shall be payable monthly commencing on July 31, 1996, and continuing on the last day of each month thereafter until the entire principal amount has been repaid in full. Any increase or decrease in the interest rate resulting from a change in Bank's Base Rate shall become effective on the date of such change. Inter

Epi Technologies Inc/De – LICENSE AGREEMENT (October 2nd, 1997)

LICENSE AGREEMENT THIS AGREEMENT is made this 7th day of September, 1995, by and between ASTER, INC., an Ohio corporation with its principal place of business at 160 Glaser Street, Fairborn, Ohio 45324 ("ASTER"), and ENVIRONMENTAL PURIFICATION INDUSTRIES COMPANY, an Ohio general partnership, the partners of which are wholly owned subsidiaries of Meridian National Corporation with its principal place of business at 2111 Champlain Street, Toledo, Ohio 43611 ("EPI"). WITNESSETH: WHEREAS, ASTER owns the rights to certain mechanical and chemical processes, formulae, and technology represented by U.S. Patents Nos. 5,160,628 and 5,254,263 on file with the U.S. Patent and Trademark Office and other processes, formulae, and technology within the scope thereof for processing paint sludge into putties, powder, filler, and other compounding ingredients which can be utilized in the manufacture of cements, sea

Epi Technologies Inc/De – LOAN AGREEMENT (October 2nd, 1997)

EXHIBIT 10.11 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN AGREEMENT between TOLEDO-LUCAS COUNTY PORT AUTHORITY and ENVIRONMENTAL PURIFICATION INDUSTRIES COMPANY ---------------------------------- $5,745,000 Toledo-Lucas County Port Authority Development Revenue Bonds (Northwest Ohio Bond Fund) Series 1989D ---------------------------------- Dated as of

Epi Technologies Inc/De – TERM NOTE (October 2nd, 1997)

Exhibit 10.13 TERM NOTE $300,000 Cleveland, Ohio February 29, 1996 FOR VALUE RECEIVED, the undersigned, jointly and severally, promise to pay to the order of NATIONAL CANADA FINANCE CORP. ("Bank") the principal amount of THREE HUNDRED THOUSAND DOLLARS ($300,000) as hereinafter provided, with interest on the unpaid principal balance from time to time outstanding at a rate per annum equal to one and one-half (1 1/2) percentage points above Bank's Base Rate (as defined in the Loan Agreement, as described below). Interest shall be payable monthly commencing on March 31, 1996, and continuing on the last day of each month thereafter until the entire principal amount has been repaid in full. Any increase or decrease in the interest rate resulting from a change in Ban

Epi Technologies Inc/De – TERM NOTE (October 2nd, 1997)

EXHIBIT 10.15 TERM NOTE $1,700,000 Cleveland, Ohio November 4, 1996 FOR VALUE RECEIVED, the undersigned, jointly and severally, promise to pay to the order of NATIONAL CANADA FINANCE CORP. ("Bank") the principal amount of ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000) as hereinafter provided, with interest on the unpaid principal balance from time to time outstanding at a rate per annum equal to one and one-half (1 1/2) percentage points above Bank's Base Rate (as defined in the Loan Agreement, as described below). Interest shall be payable, monthly commencing on November 30, 1996, and continuing on the last day of each month thereafter until the entire principal amount has been repaid in full. Any increase or

Epi Technologies Inc/De – UNDERWRITING AGREEMENT (October 2nd, 1997)

EPI TECHNOLOGIES, INC. UNDERWRITING AGREEMENT New York, New York ___________, 1997 Duke & Co., Inc. 909 Third Avenue New York, New York 10022 Dear Sirs: The undersigned, EPI Technologies, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with Duke & Co., Inc. (the "Underwriter" or "You"), as follows: 1. INTRODUCTION. The Company proposes to issue and sell to the Underwriter an aggregate of 1,250,000 shares of Common Stock, $.01 par value (the "Common Stock"), of the Company and 1,250,000 redeemable Common Stock purchase warrants (the "Redeemable Warrants"), each Redeemable Warrant exercisable to purchase one share of Common Stock. Each Redeemable Warrant shall be exercisable for a period of three (3) years, commencing two years after the Effective Date, and shall

Epi Technologies Inc/De – LEASE (October 2nd, 1997)

LEASE Lease made this 1st day of March 1996 between Chicago Investors, a general partnership organized under the law of the State of Ohio, having its as principal office at 805 Chicago Street, Toledo, Ohio 43611, herein referred to as "Lessor," and Environmental Purification Industries Company, a general partnership organized under the laws of the State of Ohio, having its principal office at 2111 Champlain, Toledo, Ohio 43611, herein referred to as "Lessee." In consideration of the mutual covenants contained herein, the parties agree as follows: Section 1. SUBJECT AND PURPOSE. A. Lessor leases the Building and land located at 805 Chicago Street, Toledo, Lucas County, Ohio, and more particularly described and shown in Exhibit A attached hereto and made a part hereof (hereinafter referred to as the "Premises") for purposes incident to the operations conducted by the Lessee and for no other purpose. B. Lessor gr

Epi Technologies Inc/De – MORTGAGE AND SECURITY AGREEMENT (October 2nd, 1997)

EXHIBIT 10.11 _______________________________________________________________________________ _______________________________________________________________________________ OPEN-END MORTGAGE AND SECURITY AGREEMENT from ENVIRONMENTAL PURIFICATION INDUSTRIES COMPANY to SOCIETY BANK & TRUST, Trustee _________________________ $5,745,000 Toledo-Lucas County Port Authority Development Revenue Bonds (Northwest Ohio Bond Fund) Series 1989D _________________________ Dated as of December 15, 1989

Epi Technologies Inc/De – SUB LEASE (October 2nd, 1997)

SUB LEASE Sub Lease made this 1st day of March 1996 between Ottawa River Steel Co., an Ohio Corporation, having its as principal office at 805 Chicago Street, Toledo, Ohio 43611, herein referred to as "Lessor," and Environmental Purification Industries Company, a general partnership organized under the laws of the State of Ohio, having its principal office at 2111 Champlain, Toledo, Ohio 43611, herein referred to as "Lessee." In consideration of the mutual covenants contained herein, the parties agree as follows: Section 1. SUBJECT AND PURPOSE. A. Lessor leases office space on the second floor of a building located at 810 Chicago Street, Toledo, Lucas County, Ohio, and more particularly described and shown as part of Building 3 in Exhibit A attached hereto and made a part hereof (hereinafter referred to as the "Premises") to be occupied and used for general office purposes and for no other purpose. B. Lessor gra

Epi Technologies Inc/De – RESTATED CERTIFICATE OF INCORPORATION (October 2nd, 1997)

RESTATED CERTIFICATE OF INCORPORATION OF EPI TECHNOLOGIES, INC. EPI Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is EPI Technologies, Inc. and the name under which the corporation was originally incorporated is Environmental Purification Industries, Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State was February 26, 1996. 2. This Restated Certificate was duly adopted by vote of the stockholders in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware. 3. This Restated Certificate of Incorporation restates and integrated and further amends the Certificate of Incorporation of EPI Technologies, Inc. to read in its entirety as follows: FIRST: The name of the Corporation is EPI

Epi Technologies Inc/De – TRANSITIONAL AGREEMENT (October 2nd, 1997)

TRANSITIONAL AGREEMENT This Transitional Agreement ("Agreement"), is made as of the _____ day of ______________________, 1997, by and between Meridian National Corporation, a Delaware corporation ("Meridian"), and EPI Technologies, Inc., a Delaware corporation ("EPI"). WHEREAS, EPI is a wholly-owned subsidiary of Meridian; WHEREAS, National Purification, Inc., an Ohio Corporation ("NPI") and MEPI Corp., an Ohio Corporation ("MEPI") are wholly-owned subsidiaries of EPI; WHEREAS, Environmental Purification Industries Company, an Ohio general partnership ("EPIC"), is owned 99% by NPI and 1% by MEPI; WHEREAS, EPI intends to sell shares of EPI common stock, $.01 par value, in a public offering (the "Offering") pursuant to an effective Registration Statement on Form S-1; WHEREAS, upon consummation of the Offering (the "Closing") EPI will be at least 50% publicly held; WHEREAS, Meridian currently provides various servi

Epi Technologies Inc/De – STOCK OPTION PLAN OF (October 2nd, 1997)

1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN OF EPI TECHNOLOGIES, INC. 1. PURPOSE OF THE PLAN. This 1997 Non-Employee Directors' Stock Option Plan of EPI Technologies, Inc. adopted on this _______ day of _______________, 1997, is intended to encourage directors of the Company who are not officers or key employees of the Company or any of its Subsidiaries to acquire or increase their ownership of common stock of the Company. The opportunity so provided is intended to foster in participants an incentive to put forth maximum effort for the continued success and growth of the Company and its Subsidiaries. 2. DEFINITIONS. When used herein, the following terms shall have the meaning set forth below: 2.1 "BOARD" means the Board of Directors of EPI Technologies, Inc. 2.2 "CHANGE IN CONTROL" means a change in control of the company of a nature th

Epi Technologies Inc/De – TAX SHARING AGREEMENT (October 2nd, 1997)

TAX SHARING AGREEMENT This Agreement is entered into as of the _______ day of _________________, 1997, between Meridian National Corporation, a Delaware corporation, EPI Technologies, Inc., a Delaware corporation, and each of the direct or indirect subsidiaries of EPI Technologies, Inc. RECITALS: WHEREAS, for federal income tax purposes, EPI and its subsidiaries will cease to be members of the Meridian Group, and for state franchise or income tax purposes, will cease to be members of certain unified, combined or consolidated groups which include Meridian or a subsidiary of Meridian (other than members of the Environmental Group), as a result of public offering of shares of the common stock, $.01 par value, of EPI registered under the Securities Act of 1933, as amended; and WHEREAS, the parties wish to address certain tax matters which may arise as a result of the Environmental Group ceasing to b

Epi Technologies Inc/De – COMPROMISE AGREEMENT (October 2nd, 1997)

COMPROMISE AGREEMENT THIS COMPROMISE AGREEMENT ("Agreement") is made as of the 28th day of June, 1996, by and among HADEN MACLELLAN HOLDINGS, PLC. ("HMH"), HADEN, INC. ("HI"), HADEN ENVIRONMENTAL CORPORATION ("HEC"), HADEN PURIFICATION, INC. ("HPI"), MERIDIAN NATIONAL CORPORATION ("MNC"), NATIONAL PURIFICATION, INC. ("NPI"), MEPI CORP. ("MEPI"), ENVIRONMENTAL PURIFICATION INDUSTRIES COMPANY ("EPI"), AND ENVIRONMENTAL PURIFICATION INDUSTRIES, INC. ("Newco"). HMH, HI, HEC and HPI and their respective affiliates are collectively referred to below as the "Haden Parties." MNC, NPI, MEPI, EPI and Newco and their respective affiliates are collectively referred to below as the "Meridian Parties." RECITALS: A. The parties hereto (other than Newco) entered into a Termination Agreement dated as of July 1, 1992, as amended June 11, 1993, and April 28, 1994 (said Termination Agreement and said amendments there

Epi Technologies Inc/De – INCENTIVE STOCK OPTION PLAN (October 2nd, 1997)

1997 NON-QUALIFIED AND INCENTIVE STOCK OPTION PLAN OF EPI TECHNOLOGIES, INC. 1. PURPOSE OF THE PLAN. This 1997 Non-Qualified and Incentive Stock Option Plan of EPI Technologies, Inc. adopted as of the _______ day of _______________, 1997, is intended to encourage officers and other key employees of the Company and its Subsidiaries to acquire or increase their ownership of common stock of the Company on reasonable terms. The opportunity so provided is intended to foster in participants a strong incentive to put forth maximum effort for the continued success and growth of the Company and its Subsidiaries, to aid in retaining individuals who put forth such efforts, and to assist in attracting the best available individuals to the Company and its Subsidiaries in the future. 2. DEFINITIONS. When used herein, the following terms

Epi Technologies Inc/De – SECURITY AGREEMENT (October 2nd, 1997)

SECURITY AGREEMENT THIS SECURITY AGREEMENT is made as of the 4th day of November, 1996, by and among NATIONAL CANADA FINANCE CORP. (which, together with its successors and assigns, is referred to herein as "Bank"), ENVIRONMENTAL PURIFICATION INDUSTRIES, INC. (which, together with its permitted successors and assigns, is referred to herein as "EPI") and ENVIRONMENTAL PURIFICATION INDUSTRIES COMPANY (which together with its permitted successors and assigns, is referred to herein as EPIC; EPIC and EPI shall be referred to collectively a "Borrowers" and individually as a "Borrower"). RECITALS: Borrowers are indebted to Bank pursuant to the terms of a Term Note of even date herewith in the principal amount of $1,700,000 (the "EPI Third Term Note"), executed by Borrowers and Meridian National Corporation, the sole shareholder of EPI and the sole shareholder of the general partners of EPIC ("MNC"), a

Epi Technologies Inc/De – ` CONSULTING AND INVESTMENT BANKING AGREEMENT (October 2nd, 1997)

` CONSULTING AND INVESTMENT BANKING AGREEMENT This Agreement is made and entered into as of the ___ day of ___________, 1997 by and between Duke & Co., Inc., a Florida corporation ("Duke" or "Consultant"), and EPI Technologies, Inc., a Delaware corporation (the "Company"). In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. DUTIES OF CONSULTANT. The Consultant shall, at the request of the Company, upon reasonable notice, render the following services to the Company from time to time. (a) CONSULTING SERVICES. The Consultant will provide such financial consulting services and advice pertaining to the Company's business affairs as the Company may from time to time reasonably request. Without limiting the generality of the foregoing, the Consultant will assist the Company in developing, studyi