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EXHIBIT 10.8
BUSINESS CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") is made and executed January
1, 1998, by and between GENERAL ENVIRONMENTAL TECHNOLOGIES, INC., a Florida
corporation, hereinafter referred to as the "Company", and Xxxxxx Xxxxxx
hereinafter referred to as the "Consultant". The parties agree as follows:
1. APPOINTMENT OF CONSULTANT. Company hereby engages Consultant and
Consultant agrees to render services to Company as a management
consultant, strategic planner and advisor.
2. DUTIES. During the term of this agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporation organization and
structure, financial matters in connection with the operation of the
business of the Company, expansion of services, stockholder relations, and
shall review and advise Company regarding its overall progress, needs and
condition. Consultant agrees to provide on a timely basis the following
enumerated services plus any additional services contemplated thereby:
a. The implementation of short range and long term strategic planning
to fully develop and enhance Company's assets, resources, products
and services;
b. Advise and recommend to Company additional services relating to the
present business and services provided by Company as well as new
products and services that may be provided by Company.
3. TERM. This term of this Agreement shall be from January 1, 1998, for a
period of five (5) years.
4. COMPENSATION.
a. Base Salary. In consideration of the services to be performed by
Company, Consultant shall be paid the sum of ONE HUNDRED TWENTY
THOUSAND AND NO/100 DOLLARS ($120,000.00), per year, payable in
monthly installments of TEN THOUSAND DOLLARS ($10,000.00) per month,
beginning on the 1st day of January, 1998.
b. Bonus in the amount of Two Percent (2%) of the net profit, pre-tax,
of the Company each year.
5. AUTOMOBILE EXPENSES. Consultant shall be entitled to reimbursement by
Company of Eight Hundred Dollars ($800.00) per month for automobile
expenses, including fuel, mileage, tolls, and insurance. The Employee
shall maintain insurance on the automobile in an amount of not less than
$100,000 per individual and $300,000 per occurrence.
6. HEALTH & DISABILITY INSURANCE. Consultant shall be entitled to receive at
the Company's expense, health care benefits and disability insurance for
Employee and his immediate family members.
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7. CONFIDENTIALITY. Consultant will not disclose to any other person, firm or
corporation, nor use for his own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by Company which is acquired by Consultant in the course of
him performing services hereunder,
8. GOVERNING LAW. It is the intention of the parties hereto that this
agreement and the performance hereunder and all suits and special
proceedings hereunder shall be construed in accordance with and under and
pursuant to the laws of the State of Florida, and that in any action,
special proceeding or other proceeding that may be brought arising out of,
in connection with, or by reason of this agreement, the laws of the State
of Florida shall be applicable and shall govern to the exclusion of the
law of any other forum, without regard to the jurisdiction in which any
action or special proceeding may be instituted.
9. TERMINATION DUE TO DISCONTINUANCE OF BUSINESS. Anything herein contained
to the contrary notwithstanding, in the event that the Company shall
discontinue operating its business, then this agreement shall terminate as
of the last day of the month in which the Company ceases operations at
such location with the same force and effect as if such last day of the
month were originally set as the termination date hereof.
10. ARBITRATION. Any controversy or claim arising out of or related to this
Agreement shall be settled by arbitration in accordance with the rules and
under the auspices of the American Arbitration Association; and any
arbitration shall be conducted in the State of Florida.
11. ENTIRE AGREEMENT; MODIFICATION. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements, oral or written, and all other
communications between the parties relating to such subject matter. This
Agreement may not be amended or modified except by mutual written
agreement.
12. INDEMNIFICATION. The Company will protect and indemnify the Employee from
any and all lawsuits or claims arising out of the Employee's proper
performance of his duties for the Company.
13. BINDING AGREEMENT. This agreement shall enure to the benefit of and be
binding upon the Company, its successors and assigns, and the Employee,
his heirs and personal representatives but the Employee's rights under
this contract are personal to him and shall not be subject to voluntary or
involuntary alienation, assignment or transfer.
14. SEVERABILITY. All agreements and covenants contained herein are severable,
and in the event that any of them, with the exception of those contained
in Paragraphs 1 and 4 hereof, shall be held to be invalid by any competent
Court, this Contract shall be interpreted as if such invalid agreements or
covenants were not contained herein.
15. ATTORNEYS' FEES AND COSTS. In the event of any litigation arising out of
this Contract, the prevailing party shall be entitled to recover all
expenses and costs incurred, including attorneys' fees.
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16. VENUE. The venue of any litigation arising out of this Contract shall be
only in Palm Beach County, Florida.
17. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
all of which together shall constitute only one Agreement.
IN WITNESS WHEREOF, the parties have hereunto executed this Contract on
the dates below indicated.
GENERAL ENVIRONMENTAL
TECHNOLOGIES, INC.,
a Florida corporation,
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx By: XXXXXXX X. XXX
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Dated: 5/1/98 Xxxxxxx X. Xxx, Director
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CONSULTANT By: /s/ XXXXXX X. BIRMINGHAM
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Xxxxxx X. Birmingham, Director
By: /s/ XXXXXXX X. XXXXXXXXXXXXX
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Xxxxxxx X. Xxxxxxxxxxxxx, Director
ATTEST:
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx,
Dated: 5/1/98
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(SEAL)
COMPANY
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