EXHIBIT 10.41
CONSULTING AGREEMENT
AGREEMENT, effective as of the [ ]
day of February, 2008, between
ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC., a Florida Corporation (the
"Company"),
with its principal address at 335 Connie Crescent, Ontario Canada
L4K 5R2, and
offices at 200 Progress Drive, Montgomeryville, PA 18936 and Joey
Schwartz, c/o
JMC Emerald Corp.; ("Consultant").
W I T N E S S E T H:
WHEREAS, the Company and Consultant
desire to enter into a consulting
agreement for certain consulting services.
NOW THEREFORE, IN CONSIDERATION OF
THE PREMISES AND THE MUTUAL PROMISES
SET FORTH HEREIN, THE PARTIES HERETO
AGREE AS FOLLOWS:
1. Consultant shall provide services
to the Company on general corporate
matters, including but not limited to compliance and regulatory
matters as well
as due diligence on various Company matters in addition to
providing management
consulting services with respect to the Company's organizational
and business
structure, and other projects as may be assigned by the Company's
Board of
Directors or Chief Executive Officer on an as needed basis The Term
of this
Agreement will be month to month and may be terminated upon written
notice on
the part of either party subject to the terms herein.
2. (a) The Company shall be entitled
to Consultant's services for
reasonable times when and to the extent requested by, and subject
to the
direction of either its Chairman of the Board and/or the Company's
Chief
Executive Officer. It is expressly understood that Consultant will
not perform
services or work with another Company or independently if said
services conflict
with the business of the Company. The Board of Directors of the
Company will
have sole discretion in determining if any conflict exists. In the
event of a
conflict, the Company shall provide notice in accordance with
Section 18 of this
Agreement, and Consultant will be required to immediately
discontinue any
activities deemed to conflict with this Agreement and the services
to be
provided hereunder or the Agreement may be terminated for
cause.
(b) All services required to be
provided hereunder shall be rendered
exclusively by the Consultant.
3. Consultant shall provide Company
periodic written reports as required
concerning the status of various projects assigned to
Consultant.
4. Upon written approval by the
Company, expenses necessarily incurred by
Consultant to render such services such as reasonable travel,
accommodation and
other shall be reimbursed by the Company promptly upon receipt of
proper
statements, including appropriate documentation, with regard to the
nature and
amount of those expenses. Company shall pay all verified and
approved expenses
in the next consulting pay period.
5. In consideration for the services
to be performed by Consultant,
Consultant will receive the sum of $12,500 U.S. per month (or
prorated amount)
plus GST ("the Monthly Retainer"). The Monthly Retainer will be
paid in equal
bi-monthly instalments.
6. (a) Except in cases of this
Agreement being terminated by Consultant or
if this Agreement is terminated by the Company for cause including
but not
limited to Consultant being convicted of a felony or Consultant's
incapacity (as
more fully set forth herein) or death of Consultant, the Company
will pay to
Consultant four (4) Monthly Retainers in accordance with Section 5
of this
Agreement or upon terms mutually agreeable in writing to Consultant
and Company.
(b) In the event this Agreement is
terminated by Consultant or if the
Company terminates this Agreement "for cause", then in that event
the Company's
obligation to pay Consultant under this agreement will immediately
cease with no
further financial obligation.
(c) In the event that the Company
constructively terminates this
Agreement, then the Company will make the payment required under
paragraph (a)
above.
7. In the event Consultant should
die during the term of this Agreement or
becomes disabled so that he can not perform under this Agreement
for a period
exceeding one (1) month, Consultant or the Consultant's estate, as
the case may
be, w
