Consulting Agreement Richard Iantosca

1.  

Services

a.  

The consultant shall provide advice and consulting services to the Company with respect to matters related to StyroSolve and Tire Muscle along with other products the Company may produce. The Consultant shall be engaged by the Company as a consultant for the exchange of ideas only and under the terms of this Agreement, shall not direct or conduct research for or on behalf of the Company. Any research which may be conducted shall be carried out under the auspices of a sponsored research agreement between Company and the Consultant.

b.  

Upon request by the Company and in return for compensation detailed in Article 2, the Consultant shall keep the Company informed about applications, features, and specifications in the area of chemicals and chemical formulations as they may broaden or change from time to time as well as be available for assisting in quality control issues.

c.  

The Company acknowledges that the Consultant is self employed.

2.  

Compensation

3.  

Competition

4.  

Confidentiality

a.  

Either party may disclose to the other party any information that the disclosing party would normally freely disclose to the other members of the scientific community at large, whether by publication, by presentation at seminars, or in informal scientific discussions.

b.  

The parties may wish, from time to time, in connection with work contemplated under this Agreement, to disclose confidential information to each other ("Confidential Information"). Each party will use reasonable efforts to prevent the disclosure of any of the other party's Confidential Information to third parties for a period of five(5) years from receipt thereof. The recipient may acquire information that pertains to the discloser's processes, equipment, programs, developments, or plans that is both (i) disclosed or made known by the disclosure to the recipient and (ii) identified in writing as "proprietary" by the disclosure. The recipient agrees not to disclose any Confidential Information to third parties or to use any Confidential Information for any purpose other than performance of the services contemplated by this Agreement, without prior written consent of the Company.

c.  

Confidential Information subject to paragraph 4(b) does not include information that (i) is or later becomes available to the public through no breach of this Agreement by the recipient; (ii) is obtained by the recipient from a third party who had the legal right to disclose the information to the recipient; (iii) is already in the possession of the recipient on the date this Agreement becomes effective; (iv) is independently developed by recipient; or (v) is required to be disclosed by law, government regulation, or court order. In addition, Confidential Information subject to paragraph 4(b) does not include information generated by the Consultant unless the information is generated as a direct result of the performance of consulting services under this Agreement.

5.  

Return of Materials

6.  

Intellectual Property

a.  

Title to all inventions and discoveries made by Consultant resulting from the work performed hereunder shall reside in in the company..

7.  

Defense and Indemnification

8.  

Term and Termination

a.  

This Agreement shall be for a term of 12 months, renewable upon reasonable terms and conditions as may be agreed upon by the Company and the Consultant.

b.  

Termination of the Agreement under paragraph 8(a) above shall not affect (a) the Company's obligation to pay for services previously performed by the Consultant or expenses reasonably incurred by the Consultant for which the Consultant is entitled to reimbursement under paragraph 2, above,  (b) the Company's obligation to defend and indemnify the Consultant and the Institute under paragraph 7 above, or (c) the Consultant's continuing obligations to the Company under paragraphs 4(b) and 6(a), above.

9.  

Miscellaneous

a.  

This Agreement shall inure to the benefit of and be binding upon the respective heirs, executors, successors, representatives, and assigns of the parties, as the case may be.

b.  

The relationship created by this Agreement shall be that of independent contractor, and the Consultant shall have no authority to bind or act as agent for the Company or its employees for any purpose.

c.  

The Company will not use the Consultant's name in any commercial advertisement or similar material used to promote or sell products, unless the Company obtains in advance the written consent of the Consultant.

d.  

This Agreement replaces all previous agreements and the discussions relating to the subject matters hereof and constitutes the entire agreement between the Company and the Consultant with respect to the subject matters of this Agreement. This Agreement may not be modified in any respect by any verbal statement, representation, or agreement made by any employee, officer, or representative of the Company, or by any written documents unless it is signed by an officer of the Company and by the Consultant.

e.  

If any term or provision of this Agreement is deemed invalid, contrary to, or prohibited under applicable laws or regulation of any jurisdiction, this Agreement (save only this sentence) shall be invalid.