Exhibit 10.01
CONSULTING
AGREEMENT
Between E4 LLC / Joseph
Esposito & Aduromed Corporation
THIS IS
AN AGREEMENT ,
effective August 4, 2008 between E4 LLC, a Florida
based company (hereinafter called
“Consultant”), and Aduromed Industries,
Inc. and Aduromed Corporation , both
having an address at 3 Trowbridge Drive, Bethel, Connecticut 06801
(hereinafter collectively called “Customer”). Upon
execution by the parties, this agreement replaces and supersedes
the consulting agreement dated and signed on August 23, 2007 that
is currently in place between E4 LLC and
Aduromed Corporation
.
WHEREAS, Customer desires to obtain the Professional
Services of Consultant, (hereinafter called
“Services”), and
WHEREAS Consultant represents that he is willing to
render such services for the benefit of the Customer;
NOW
THEREFORE , in
consideration of the premises and mutual covenants herein set
forth, the parties hereto agree as follows:
During the life
of this Agreement, Customer agrees to retain the services of E4 LLC
and Joseph Esposito to advise Customer on matters related to the
successful operation, marketing and business development of their
medical waste management business on a best efforts basis to
achieve annual goals established with the board of
directors.
2. BEST
EFFORTS BY CONSULTANT
Consultant
agrees to apply a commercially reasonable best effort to the tasks
assigned and to the problems and matters defined and presented by
Customer to Consultant for advice and assistance and to be
available to Customer during the term of this Agreement, under the
direction of the Customer, at reasonable times and locations as
required, to participate in meetings, to consult with
Customer’s employees, including telephone consultations, and
to aid, advise and assist Customer in connection with such tasks,
problems and matters defined and presented to Consultant by
Customer. Consultant warrants that the services provided hereunder
will be of the highest professional quality commensurate with
Consultant’s reputation.
Notwithstanding
the foregoing, nothing herein contained shall be construed as
creating the relation of employer and employee between the parties,
and Consultant shall be deemed at all times to be an independent
contractor. Consultant is not eligible for, nor entitled to, any of
the employee benefits for which Customer’s employees are
eligible.
3.
COMPENSATION and PAYMENT
TERMS
Compensation
for services provided by the Consultant will be as
follows:
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$144,000.00 per
quarter for the period from August 4, 2008 to November 4, 2008 and
$72,000.00 per quarter thereafter, in each case payable quarterly
in advance commencing on August 4, 2008. Said payment is to be
wired per instructions to be provided.
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Consultant will
be provided 12,000,000 warrants with a strike price of $0.025 and
12,000,000 options with a strike price of $0.025, both of which may
be exercised (cashless) consistent with company’s stock plan
and with the options vesting 1/3 per year commencing on August 4,
2008 and thereafter on the anniversary date of such
date.
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Consultant is
eligible for incentive compensation to be determined by the board
of directors.
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All
Out-of-pocket costs will be invoiced at the end of each month and
payment for said invoices will be net 15 days.
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If, during the
term of this Agreement, Consultant should fail to perform his
duties hereunder on account of (i) physical or mental illness or
other incapacity which Customer shall in good faith determine
renders Consultant incapable of performing his duties hereunder,
and such illness or other incapacity shall continue for a period of
more than six (6) consecutive months
("Disability"),
or (ii) death of the Consultant, Customer shall have the right, on
written notice delivered to Consultant to terminate this Agreement.
During the period that Consultant shall have been incapacitated due
to Disability or upon his death, Consultant shall continue to
receive his full compensation provided for in this Section 3 until
the date of termination specified in such written notice
(“Date of Termination”). On the Date of Termination
Customer shall pay to Consultant or his estate in a lump sum an
amount equal to all remaining unpaid compensation payable under
this Section 3 for the full period through the Date of Termination.
In addition, Customer shall pay to Consultant compensation payable
under this Section 3 for a full one (1) year period commencing on
the Date of Termination, such compensation to be paid in accordance
with the payment schedule set forth above during the course of such
additional one year period. In addition, on such termination, all
of Consultant's unvested options, warrants and rights relating to
capital stock of Customer shall immediately vest and become
exercisable. The term of any such options, warrants and
