EXHIBIT 10.10
TRANSITION SERVICES AGREEMENT
THIS AGREEMENT, dated
as of June 30, 2005 between Spotless Plastics
(USA) Inc., a Delaware corporation ("Spotless") and wholly owned subsidiary
of Spotless Group Limited with an office at
150 Motor Parkway,
Hauppage, New
York 11788 ("Spotless Group"), and Windswept Environmental Group, Inc., a
Delaware corporation and wholly owned
subsidiary of Spotless
Plastics with an
office at 150 Motor Parkway, Hauppage, New
York 11788 ("WEGI").
WITNESSETH:
WHEREAS, Joseph Murphy, an employee of Spotless Plastics, has
served
at the request of Spotless Group as the Vice President of Finance and
Administration of WEGI and has provided certain services to WEGI in such
capacity;
WHEREAS, Mr. Murphy has resigned as an officer of WEGI;
WHEREAS, WEGI wishes to arrange with Spotless to obtain the
services
of Mr. Murphy, and Spotless wishes to
provide such services, all as more fully
set forth herein.
NOW, THEREFORE,
in consideration of the mutual covenants,
understandings and agreements set forth herein, the parties hereto agree as
follows:
Section 1. Services to be Provided to
WEGI.
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(a) Throughout the Transition Period (as defined below),
Spotless
shall cause Mr. Murphy to be available to
WEGI to perform the following services
(the "Services"):
(i) advice
in the areas of administration,
accounting,
finance
and risk management; and
(ii) assist in
preparation
and review of periodic Securities
and
Exchange Commission (the "SEC") reports by WEGI, including but
not limited to WEGI's
Form 8-K's, 10-Q's and WEGI's Form 10-K
for its fiscal year ended June 28, 2005;
(iii) assist in
the recruitment and training of a
chief financial
officer and controller; and
(iv) monitor
and assist in the
preparation of all certificates and
other instruments
to be delivered by WEGI pursuant to a
post-closing letter
agreement dated on or about the date
hereof (the "Letter Agreement") by and between WEGI and Laurus
Master Fund, Ltd. ("Laurus")
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(b) In rendering the Services, Mr. Murphy shall devote such time
and
attention as shall be reasonably required by WEGI consistent with
the level
of his historical involvement with WEGI. If Mr. Murphy is not employed by
Spotless at any time during the Transition
Period (as defined
below), Spotless
shall provide to WEGI comparable services by another sufficiently qualified
person.
Section 2. Compensation.
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(a) In consideration of the Services hereunder, WEGI
shall pay to
Spotless an amount equal to $5,000 (five thousand dollars) per month for
each month that Mr. Murphy provides the Services to WEGI,
provided that,
such
amount will be prorated for any partial
month of service to
WEGI. In addition,
upon conclusion of the Transition Period
(as defined below),
WEGI shall pay the
amount of $25,000 (twenty-five thousand dollars) to Mr. Murphy. WEGI shall
reimburse Mr. Murphy or Spotless, as appropriate, for all reasonable
out-of-pocket expenses incurred by Mr. Murphy in rendering the Services.
Reimbursement shall be made immediately after submission by Mr. Murphy or
Spotless of receipts or other documentation
evidencing the expense.
(b) Except
as otherwise agreed, Spotless shall invoice
WEGI on a
monthly basis for the Services to be
provided in
this Section 2, and payment
shall be due in advance on the first day of
each calendar month.
Section 3. Transition Period.
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This Agreement
