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Exhibit 10.22
CONSULTING AGREEMENT
AGREEMENT (the "Agreement") is made and entered into as of this
1st day of
July 2006 by and between Ecology Coating, Inc., a California
corporation (the
"Company"), and MDL Consulting Group, LLC, a Michigan limited
liability company
(the "Consultant"). This Agreement supersedes and terminates any
other agreement
the Company has or had with Consultant.
RECITALS:
WHEREAS, the Company desires to obtain Consultant's consulting
services as
set forth in this Agreement; and
WHEREAS, Consultant desires to provide such services to the
Company
directly for a fee that will compensate Consultant for time
spent for services
rendered and costs advanced by Consultant as contemplated in
this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual
promises and conditions hereinafter set forth, the parties agree
as follows:
1. RETENTION OF CONSULTANT. The Company hereby engages and
retains
Consultant and Consultant hereby agrees to use Consultant's best
efforts to
render to the Company the consulting services for a period of
commencing on the
date of this Agreement and terminating on December 31, 2008.
2. CONSULTANT'S SERVICES. Consultant's services under this
Agreement shall
consist of the following:
2.1 Identification and assistance in evaluating future
financings,
potential alliances and business opportunities;
2.2 Advise the Company regarding potential alliances and its
long-term
strategic plan; and
2.3 Assist in identifying future financing as required and
in
reviewing and evaluating the advisability, price or structure of
a proposed
financing, or an acquisition or disposition of any of the
Company's assets, upon
the request of the Company.
3. PAYMENT FOR SERVICES. The Company shall pay Consultant for
the services
rendered hereunder as follows:
3.1 Fifty Thousand Dollars ($50,000) on July 1, 2006;
3.2 Twenty-Five Thousand Dollars ($25,000) on December 1,
2006;
3.3 Two Hundred Twenty-Five Thousand Dollars ($225,000) payable
in
eighteen (18) installments of Twelve Thousand Five Hundred
dollars ($12,500) on
the first day of each month commencing on February 2007;
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3.4 Issue Consultant options exercisable to purchase one hundred
fifty
thousand (150,000) shares of Common Stock (each an "Option")
under the 2007
Stock Option and Restricted Stock Plan that the Company plans to
adopt in
January 2007. The exercise price of the Options will be $2.00
per share. Each
Option will be exercisable until June 30, 2016. One half of the
Options will be
exercisable on and after December 31, 2007 and one half on and
after June 30,
2008. The form of the Options is attached as Exhibit A. The
Options shall be
deemed to have a value of $.001 each. The number of shares
purchasable under the
Options set forth in this Agreement is after taking into account
a split of its
Common Stock by the Company in January 2007;
3.5 The Company will reimburse Consultant for all direct
expenses
incurred by Consultant in performing such services. Consultant
shall obtain the
approval of the Company prior to incurring any expenses.
Consultant will tender
requests for reimbursement to the Company and the Company will
make the
reimbursement to Consultant within ten (10) days after its
receipt of written
notification.
4. CONSULTANT'S TIME COMMITMENT. Consultant shall devote such
time as
reasonably requested by the Company for consultation, advice and
assistance on
matters described in this Agreement and provide the same in such
form as the
Company requests. The Company agrees that Consultant shall not
be prevented or
barred from rendering services similar or dissimilar in nature
for and on behalf
of any person, firm or corporation other than the Company.
5. INDEPENDENT CONTRACTOR. The relationship created under this
Agreement is
that of Consultant acting as an independent contractor. The
parties acknowledge
and agree that Consultant shall have no authority to, and shall
not, bind the
Company to any agreement or obligation with any third party.
Consultant is not
providing legal or accounting services or services as a
broker/dealer.
6. NONDISC
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