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Exhibit 10.26
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made as of the
26th day of
June, 2007 by and between Ecology Coatings, Inc., a California
corporation (the
"Company") and Trimax, LLC, a Michigan limited liability company
("Consultant")
WHEREAS, Consultant is an accomplished industrialist,
maintaining numerous
personal relationships deemed valuable by the Company;
WHEREAS, the Company desires to retain Consultant for purposes
of
leveraging said personal relationships as means with which to
benefit the
Company, and;
WHEREAS, the Company and Consultant collectively desire to
ratify and
confirm the compensation payable to Consultant for his services
with respect
thereto.
NOW, THEREFORE, in consideration of the mutual agreements,
covenants,
representations and warranties contained in this Agreement, the
parties hereby
agree as follows:
I. Appointment. The Company hereby retains Consultant to provide
consulting
and advisory services to the Company concerning the business and
affairs of the
Company (collectively, the "Services"). Consultant hereby agrees
to accept such
engagement and perform its duties hereunder diligently and in
the best interests
of the Company in accordance with the provisions of this
Agreement
II. Term. This Agreement shall commence as of the date hereof
and shall
continue until June 26, 2009.
III. Duties. The non-exclusive Services contemplated hereunder
to be
performed by Consultant for the compensation set out in Article
III are as
follows:
a. Advise and consult the Company on business development
and
strategic planning;
c. Identify potential strategic partners and customers to
the
Company, and;
b. Identify and facilitate communications between the Company
and
said potential strategic partners and customers.
IV. Compensation. The Company shall pay Consultant as
follows:
a. The Company shall issue Consultant options to purchase
Three
Hundred Thousand (300,000) shares of the Company's common
stock
at a price of Two dollars ($2.00) per share. The options
shall
carry no restriction on exercise and will have a ten-year
term
from the date hereof. The Company shall register the options
as
part of the first registration statement filed with the
Securities Exchange Commission from the date hereof. See
Exhibit
"A."
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b. The Company shall issue Consultant options to purchase
Three
Hundred Thousand (300,000) shares of the Company's common
stock
at a price of Two ($2.00) dollars per share. The options shall
be
restricted for twelve (12) months from the date hereof. The
options will have a ten (10) year term from the date hereof.
See
Exhibit "B."
c. The Company shall issue Consultant options to purchase
Four
Hundred Thousand (400,000) shares of the Company's common
stock
at a price of Two ($2.00) dollars per share. The options shall
be
restricted for twenty-four (24) months from the date hereof.
The
options will have a ten (10) year terms from the date hereof.
See
Exhibit "C."
V. Expenses. Upon submission by Consultant of reasonable
documentation, the
Company shall reimburse Consultant for its expenses, including
but not limited
to attorneys, accountants, and other professional advisors,
regardless of
whether or not a transaction occurs. Consultant agrees to
provide
VI. Other Engagements. The parties acknowledge that Consultant
will be
acting in a like capacity to parties other than the Company and
agree that the
provision of services to such parties shall not constitute a
breach hereof or of
any duty owed to the Company by virtue of this Agreement.
VII. Independent Contractor. In providing services pursuant to
this
Agreement, the Consultant shall be an independent contractor,
and neither party
to this Agreement shall make any represe
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