THIS AGREEMENT MADE AS OF THE
Day of May 2001
BETWEEN:
▇▇▇▇ ▇▇▇▇▇▇▇, the vendor having an office located at ▇▇ -▇▇▇ ▇▇▇▇▇▇▇ ▇▇
Coachella, CA 92236 (hereinafter referred to as "the Vendor")
and
Southern States Power Company, Inc., a company duly incorporated pursuant to the
laws of the State of Delaware and having an office located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as "SSPC")
WHEREAS SSPC is desirous of THE VENDOR performing certain tasks on its behalf as
more specifically stated in the Appendices attached hereto.
AND WHEREAS THE VENDOR has reviewed the attached Appendix and is desirous of
performing the stated tasks for SSPC.
AND WHEREAS THE VENDOR has secured the services and has agreements of other
third party's which has obligations to SSPC under this agreement.
AND WHEREAS both parties hereto have agreed each with the other that THE VENDOR
will perform the tasks stated in the attached Appendix upon the terms and
conditions hereinafter recited.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES THAT:
1. The Appendices attached hereto and marked as Appendix A is an integral part
of this Agreement and the duties therein stated are binding upon the
parties hereto.
2. Upon execution of this Agreement THE VENDOR shall immediately commence:
1 Consult on Developing and implementing a site construction plan in
accordance with the provisions of Appendix A;
3. The term of this Agreement shall be Six (6) MONTH from the date of
execution hereof.
4. SSPC hereby grants THE VENDOR the right to assign any or all of its
obligations incurred hereunder to any entity which is an affiliate of THE
VENDOR and by this Agreement does hereby consent to any said Assignment
upon THE VENDOR advising SSPC of said assignment in writing to SSPC's
address for service noted herein and that subsequent to said assignment
SSPC's relationship with THE VENDOR is severed in its entirety provided
however that SSPC is in no manner responsible for any further costs or
expenses to said affiliate save and except for those said costs noted in
this Agreement which have not been paid to THE VENDOR.
5. Any reference in this Agreement or the Appendices to "THE VENDOR" shall
include ▇▇▇▇ ▇▇▇▇▇▇▇, his agents, assigns, successors, employees or any
person acting on their behalf.
6. SSPC acknowledges that THE VENDOR in performing the services noted in the
attached Appendix is relying exclusively upon the information provided it
by SSPC and therefore notwithstanding anything to the contrary herein
contained SSPC acknowledges that it is solely responsible for the
truthfulness of the information provided to THE VENDOR and therefore
completely, wholly and without reservation indemnifies and saves THE
VENDOR, its Officers, Directors, Agents, Employees or Assigns from any and
all liability respecting the performance of THE VENDOR duties herein
including but not restricted to any and all legal fees incurred.
7. Not to restrict the foregone paragraph 5 SSPC further acknowledges that it
has an exclusive duty to review any and all information prepared by THE
VENDOR and therefore any and all errors and/or omissions contained in any
of the services provided SSPC by THE VENDOR are hereby waived in their
entirety and SSPC agrees to be totally and without reservation responsible
for same should they occur and waives any action it can or may have against
THE VENDOR, its Agents, Employees, Directors, Officers or Assigns for any
damage or loss occasioned as a result of any said error and or omission and
further should any damage be occasioned to any third party as a result of
any said error or omission that SSPC fully and completely indemnifies THE
VENDOR, its Directors, Officers, Employees, Agents or Assigns for any and
all said damages including but not restricted to legal fees incurred.
8. THE VENDOR shall have the right hereunder to conduct any investigation of
SSPC or the SSPC products as it deems necessary in order for it to be
assured that SSPC is following the term and the spirit of this Agreement
and in the event that THE VENDOR in the course of its investigation forms
the reasonable belief that SSPC is or may not be able to fulfill it's
obligations hereunder (such as not having sufficient inventory available to
satisfy consumer needs or is conducting it's business affairs in a manner
not consistent with the standards and ethics of typical business'
conducting business) then and in that event the cost of the investigation
shall be borne by SSPC and THE VENDOR shall , at it's sole option, be
entitled to forthwith terminate this Agreement without Notice or Penalty.
9. This Agreement shall be governed by the laws of the State of Florida and
any court proceedings commenced hereunder shall be commenced and concluded
at the venue of THE VENDOR's direction within the State of Florida and that
should any legal action be commenced by SSPC against THE VENDOR that SSPC
shall provide THE VENDOR with FOURTEEN (14) DAYS Written Notice to THE
VENDOR to select a venue within the State of Florida to commence its action
and should THE VENDOR refuse or neglect to advise SSPC of said venue within
the time period noted herein then and in that event SSPC shall be at
liberty to select its own venue within the State of Florida.
10. THE VENDOR's address for service hereunder shall be in care ▇▇-▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
11. SSPC's address for service hereunder shall be ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
12. Should any provision of this Agreement be ruled invalid, unenforceable or
illegal then and in that event the offending provision shall be struck here
from and be of no further force and effect but that the remainder of this
Agreement shall remain in full force and effect.
13. In consideration of THE VENDOR performing the services noted in the
attached Appendices A, SSPC shall pay to ▇▇▇▇ ▇▇▇▇▇▇▇ the greater in value
of Five Hundred Thousand (500,000) Shares by way of SSPC Common Stock or
Forty Thousand Dollars ($40,000) through SSPC's S-8 Registration Statement
with the Security and Exchange Commission said shares to be deposited with
▇▇▇▇ ▇▇▇▇▇▇▇ prior to any services contracted to be provided for SSPC by
THE VENDOR being released to SSPC and in any event on or before May 30,
2001.
14. The parties acknowledge each to the other that this Agreement has been
approved by the SSPC Board of Directors and is a binding Agreement on both
parties as evidenced by the execution hereof by an authorized signatory of
each party.
▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Authorized Signatory
Southern States Power Co, Inc.
Per: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice-President
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Authorized Signatory
Appendix A
Details of the Construction Consulting plan
The Vendor will construct a plan outlining the following:
o An analysis of Engineering-Procurement-Construction Management
(EPCM);
o A Location Analysis for further BioDiesel plants outside the
Coachella Valley facility;
o An analysis of all technical specifications for the "BioDiesel"
plant, process, and system requirements, but also attain operational
performance, and competitive advantage objectives.
o Assist in the Construction management of a facility for "BioDiesel"
with attention to safety, cost, scheduling and quality including
coordination with other contractors;
o Outline and assist to implement a phased execution program for the
construction of a "BioDiesel" plant
o Outline and assist to implement Environmental Services, that will
adapt to, comply with, and exploit regulatory requirements; and
o Further assist and consult with SSPC's management on the development
and construction of "BioDiesel" facilities.
