EXHIBIT 10.2
CONSULTING AGREEMENT
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THIS AGREEMENT is made as of the 1st day of March, 2005.
BETWEEN:
FIRSTLINE ENVIRONMENTAL SOLUTIONS INC., a Florida company, having an
address at #102 - 00000 Xxxxxxx Xxxxxxxx, Xxxxxxx, XX, X0X 0X0
(hereinafter referred to as "FEMS")
AND:
FIRSTLINE RECOVERY SYSTEMS INC., a British Columbia company, having an
address at #102 - 00000 Xxxxxxx Xxxxxxxx, Xxxxxxx, XX, X0X 0X0
(hereinafter referred to as "FLRS")
AND:
PRO-ACT MANAGEMENT INC., a company incorporated under the laws of British
Columbia, having an address at 0000 Xxxxxxx Xxxxx, Xxxx Xxxxxxxxx, X.X.,
X0X 0X0
(hereinafter referred to as "Pro-Act")
WHEREAS:
A. FEMS is a publicly traded corporation on the Pink Sheets exchange and is
planning to list on the OTC exchange within the next four to six months.
FLRS is a wholly owned subsidiary of FEMS which is involved in natural
resource extraction and environmental remediation industries. FEMS and FLRS
are collectively referred to as "Firstline" within the Agreement; and
B. Firstline wishes to retain the services of Pro-Act to provide business
management and consulting services to administer ongoing business
activities and attainment the OTC listing, and Pro-Act is prepared to
provide such services under the terms of this agreement
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises
and of the mutual covenants hereinafter contained, the parties hereto agree as
follows:
1. Appointment
Firstline hereby appoints Xxxxxx Xxxxxxx (President of Pro-Act) as Director and
CFO of FEMS and FLRS, and Pro-Act accepts such fiduciary duties on a go forward
basis, with full indemnity for any/all past and subsequent repercussions
resulting from actions/negligence of Firstline's prior principals or agents.
2. Services
Firstline hereby engages Pro-Act to provide business management and consulting
services and responsibilities to the Company, specifically; updating the
business plan, working with the attorney and advisors to attain the OTC listing,
preparing a power point presentation for investment procurement, quarterly
filings with attorney and SEC, feasibility analysis of potential projects, roll
forward of all financial records, preparation and facilitation of corporate
audits and ongoing accounting. Pro-Act shall provide these services utilizing
both its own business office and within facilities provided by Firstline.
3. Term
Subject to any earlier termination pursuant to the terms hereof, the engagement
shall commence on the date hereof and shall be for a period of one year, and
shall renew for additional one year terms unless FEMS or Pro-Act gives notice
that they do not wish to renew at least 60 days prior to the end of the initial
term or the term of any renewal.
4. Authority
Pro-Act is hereby granted all necessary power and authority for and on behalf of
Firstline to carry out the duties and services herein including signing
authority on all Firstline bank accounts, of which will require two out of three
signatures, and will report to the Board of Directors of FEMS.
5. Remuneration
The Parties agree on the remuneration for Pro-Act as follows:
Fees
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Pro-Act shall be paid fees as follows:
a) Prior to a listing on the OTC, Firstline agrees to pay Pro-Act
$3,000.00 plus GST monthly on the following basis
i) $1,000.00 plus GST on the 15th of every month beginning March
15th, 2005 (the parties agree to a deferral to April 1st, 2005 on
the initial payment); and
ii) $2,000.00 plus GST to be accrued on the 15th of every month and
subsequently paid out in sum upon Firstline receiving capital
injections in excess of the aggregate of $75,000
iii) upon receipt of the capital injections in excess of the aggregate
of $75,000 above, Firstline shall pay Pro-Act the full $3,000.00
plus GST on the 15th of every month
b) Subsequent to a listing on the OTC, Firstline agrees to pay Pro-Act a
base of $5,000.00 plus GST monthly on the 15th of every month.
The above fees will be paid generally and primarily by FEMS, however, in the
event FEMS is unable to pay the fees, FLRS will also jointly assume
responsibility to pay any current fees and/or fees in arrears.
Commissions
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Pro-Act shall be paid commissions at a rate of 10% of any gross funds raised for
Firstline, or an equivalent portion thereof for participation in
meetings/presentations for raising capital accordingly.
Shares
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Pro-Act shall be issued shares and stock options of FEMS as follows:
a) 250,000 free trading shares and 250,000 restricted shares (1 year
hold) to be issued within 30 days of the date of signing this
agreement
b) Certain share purchase options to be negotiated exercisable at a 25%
discount from market within three years of the date of signing this
agreement
The Parties confirm that shares and stock options above shall maintain the same
rights and proportionate representation of FEMS issued and outstanding shares
and stock options as denoted immediately preceding the OTC listing.
6. Expenses
Pro-Act shall be reimbursed for all expenses incurred in connection with the
performance of its duties on behalf of and approved by Firstline. Firstline
shall reimburse such amounts on a monthly basis forthwith, upon receipt of an
expense form from Pro-Act.
7. Termination of Engagement
This agreement may be terminated by any party upon 60 days written notice.
8. Assignment of Rights
The rights and obligations of Firstline under this agreement shall pass to its
successors or assigns. The rights of Pro-Act under this agreement are not
assignable.
9. Other Business
The parties agree that nothing herein shall restrict Pro-Act from investing in
or being involved with any investments or businesses of any kind whatsoever or
acting in a similar or other capacity for any person, firm or corporation with
which it is now or may hereafter become involved, subject to the interference of
Firstline corporate duties and further not being a competitor of Firstline
business.
10. Notices
Any notice required or permitted to be given to/by any party to/by the other
shall be sufficiently given if delivered personally or if mailed by registered
mail to receiving party's last known address.
11. Severability
In the event that any provision or part of this agreement shall be deemed void
or invalid by a court of competent jurisdiction, the remaining provisions or
parts shall be and remain in full force and effect.
12. Entire Agreement
This contract constitutes the entire agreement between the parties with respect
to the engagement of Pro-Act and any and all previous agreements, written or
oral, express or implied, between the parties or on their behalf, relating to
the engagement of Pro-Act by Firstline, are terminated and cancelled and each of
the parties releases and forever discharges the other of and from all manner of
actions, causes of action, claims and demands whatsoever, under or in respect of
any such agreement.
13. Modification of Agreement
Any modification to this agreement must be in writing and signed by the parties
or it shall have no effect and shall be void.
14. Headings
The headings used in this agreement are for convenience only and are not to be
construed in any way as additions to or limitations of the covenants and
agreements contained in it.
15. Dispute Resolution
It is agreed that any dispute, controversy or claims arising out of or relating
to this contract or the breach or termination thereof shall be settled by a
single arbitrator under the Rules of the British Columbia Arbitration and
Mediation Institute (BCAMI); and the hearing shall be held in British Columbia.
In the event that the parties cannot agree on the selection of the arbitrator,
then an arbitrator shall be selected and appointed by the BCAMI.
16. Governing Law
This agreement shall be governed by and construed in accordance with the laws of
British Columbia.
17. Counterpart Signing
This Agreement may be signed in as many counterparts as may be necessary, each
of which so signed shall be deemed to be an original, and each signed copy sent
by electronic facsimile transmission shall be deemed to be an original, with
such counterparts together constituting one and the same instrument,
notwithstanding the date of execution shall be deemed to bear the date as set
forth herein.
IN WITNESS WHEREOF this agreement has been executed by the parties to it, at
_________________________ on the ______day of____________________________, 2005.
FIRSTLINE ENVIRONMENTAL PRO-ACT MANAGEMENT INC.
SOLUTIONS INC. Per:
Per:
Xxx Xxxxxx, President Xxxxxx Xxxxxxx, President
FIRSTLINE ENVIRONMENTAL FIRSTLINE RECOVERY
SOLUTIONS INC. SYSTEMS INC.
Per: Per:
Xxxx Xxxxx, Secretary Xxx Xxxxxx, President
