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Exhibit 10.21
CONSULTING AGREEMENT
AGREEMENT (the "Agreement") is made and entered into as of this
10th day of
April, 2006, by and between ECOLOGY COATINGS, INC., a California
corporation
(the "Company"), and MDL CONSULTING GROUP, LLC, a Michigan
limited liability
company (the "Consultant").
RECITALS:
WHEREAS, the Company desires to obtain Consultant's consulting
services in
connection with the Consultant's identification and introduction
of a suitable
public company (the "Public Company") to the Company and
assistance in closing a
reverse merger transaction (the "Merger") between the Company
and such Public
Company and the other matters 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, 2006, or
such additional
periods as agreed upon in writing by the parties.
2. CONSULTANT'S SERVICES. Consultant's services under this
Agreement shall
consist of the following:
2.1 Identify and introduce the Company to Public Companies
that
Consultant believes would be suitable for the Company to effect
a Merger with;
and
2.2 Introduce the Company to legal, accounting and other
professionals
who may be necessary to assist in structuring, negotiating and
closing the
Merger and to become a publicly trading company on and after the
Merger on the
Nasdaq OTC Bulletin Board.
3. PAYMENT FOR SERVICES. The Company shall pay Consultant for
the services
rendered hereunder by issuing Consultant 225 restricted shares
of its Common
Stock, no par value per share (the "Shares"), of the Company.
The value of these
Shares shall be deemed to be $9,000, or $40 per share.
3.1 The Shares will vest in Consultant and the Company will
transfer
the Shares, or cause the Shares to be transferred, to Consultant
upon completion
of Consultant's services under Paragraph 2.
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3.2 The issuance of the Shares shall be deemed full and
complete
consideration for the services to be rendered by Consultant
under this
Agreement. 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; NON-EXCLUSIVE AGREEMENT.
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.
Consultant agrees that the Company may retain any person, firm
or corporation as
a consultant or otherwise other than Consultant to render
services similar or
dissimilar in nature to those rendered or to be rendered by
Consultant under
this Agreement.
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 and such
services must be obtained by the Company from other parties.
6. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Consultant shall
maintain as
secret and confidential all valuable information heretofore
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