EX-10.(IV) 4 d50327_exh10-iv.txt EMPLOYMENT AGREEMENT EXHIBIT 10(iv) EONTECH GROUP INC. July 6,2001. The Dragon Wyck Corporation Harrison Lake Estate P.O. Box 30 Harrison Hot Springs, B.C. V0M 1K0 Attention: Mr. Jerry Goodis Dear Jerry: Re: Employment with Eontech Group Inc. ("Eontech") It is with pleasure that am writing to you to confirm the retainer of The DragonWyck Corporation ("DragonWyck'") to provide consulting services and, more specifically, to provide the personal services of Jerry Goodis. to Eontech . The relationship will be on the following terms and conditions: Position: Jerry Goodis will be working at Eontech's Toronto office and will hold the position of Executive Vice-President, International Marketing and Government and Corporate Relations. His duties and responsibilities include all public relations work and media, investor and government relations for Eontech and its subsidiary companies. His assignments may change from time to time. Start Date: The consulting agreement will commence July 1, 2001. It is expected that Mr. Goodis will work in Toronto for one-half (1/2) of your working time, i.e., approximately two (2) weeks in Toronto, followed by two (2) weeks away from Toronto following his own pursuits. Remuneration: We will pay a gross monthly salary of Five Thousand Dollars ($5,000.00) (including G.S.T.) semi-monthly on the 15th and the last day of each month. Mr. Goodis will be expected to reside in the Toronto area when working for Eontech, except when traveling on Eontech's business. To this end, Eontech will provide Mr. Goodis, without cost to him, with a furnished apartment for his exclusive use. Eontech shall pay all expenses actually and properly incurred by DragonWyck in furtherance of or in connection with the business of Eontech, including, but not by way of limitation, all travel expenses (while traveling or otherwise). If any such expenses are paid in the first instance by DragonWyck, Eontech shall reimburse it therefore, subject to the receipt by Eontech of statements and vouchers in form reasonably satisfactory to it. It is also understood that Eontech will pay the cost of return airfare (economy class) for Mrs. Goodis once each month during the currency of this agreement. Non-Competition: DragonWyck agrees that during the term of this relationship with Eontech and for two (2) years thereafter, neither DragonWyck nor Jerry Goodis, will, without the prior written consent of Eontech, directly or indirectly, whether for compensation or not and whether as principal or as agent, officer, director, employee, consultant or otherwise alone or in association with any person, firm, corporation or other business organization, carry on or be engaged in a business competitive with the business now being conducted by Eontech or any of its subsidiaries (a "Competitive Business') or be affiliated with, render services to, own, share in the earnings of or invest in the shares, bonds or other securities of any person, firm, corporation or other business organization engaged n a Competitive Business in Canada or in the United States of America. Confidentiality: Both DragonWyck and Jerry Goodis acknowledge that in the course of carrying out, performing and fulfilling your respective obligations to Eontech hereunder, you will have access to and will be entrusted with detailed confidential information and trade secrets relating to the present and contemplated services, processes, techniques, modes of merchandising, marketing techniques procedures, products, lines of merchandise, suppliers, services, business and customers of Eontech, the disclosure of any which detailed confidential information and trade secrets to competitors of Eontech or the general public would be highly detrimental to the best interests of Eontech. You both further acknowledge that the right to keep trade secrets constitutes a proprietary right which Eontech is entitled to protect. You both covenant and agree with Eontech that you shall cot disclose, during the currency of this agreement or at any time thereafter, any of such detailed confidential information or trade secrets to any person, firm or company, nor shall you use, directly or indirectly, the same for any purpose other than in furtherance of the business of Eontech, nor will you disclose or use for any purpose, other than that of Eontech. the private affairs of Eontech or 2 any other information of a confidential nature which you may acquire during the term of this agreement with respect to the business of Eontech. For the purposes hereof, confidential information known or used by Eontech in connection with its business including but not limited to any formula, Design, prototype, compilation of information data, program, code, method, technique or process, whether developed by Eontech or supplied to Eontech by same third party source, information relating to any product, device, equipment or machine, information about or relating to Eontech's customers and Eontech's markets and marketing plans, present and future, information about or relating to Eontech's potential business ventures, financial information of all kinds relating to Eontech and its activities, all inventions, ideas, and related material, but does not include any of the foregoing which was known to you prior to employment by Eontech or which is or becomes a matter of public knowledge through no fault of you. Subsidiaries: For the purposes of this letter, the word "Eontech" includes its subsidiaries where the context permits. Term: Either Eontech or DragonWyck may terminate this agreement at any time upon sixty (60) days' written notice. Options: For a period of up three (3) years, while employed by Eontech, Eontech will cause Trimol Group Inc. ("Trimol} to issue stock options to DragonWyck for up to two hundred thousand (200,000) shares of Trimol on the following terms: 1. The purchase price will be Fifty Cents (U.S3 ($0.50 (U.S.)) per share payable in full upon the exercise of any option. 2. (a) Upon the signing of the agreement, fifty thousand (50,000) shares of Trimol; (b) Options to purchase an additional fifty thousand (50,000) shares of Trimol, shall vest on January 1, 2002; (c) Options to purchase an additional fifty thousand (50,000) shares of Trimol shall vest on July 1,2002; and (d) Options to purchase an additional fifty thousand (50,000) shares of Trimol shall vest on January 1, 2003. 3. Options shall be exercised only to purchase shares in multiples of ten thousand (10.000) and may be exercised at any time. 4. Options shall be exercised in writing and may only be exercised during such time as you are employed by Eontech. 3 5. Notice of your exercising a option shall be delivered to Eontech's offices in Toronto and to Trimol's offices in New York, accompanied by a certified cheque payable to Trimol for the purchase price. 6. All rights to exercise these options shall expire June 30, 2004. If these terms are satisfactory to you, please sign this letter below where indicated. I look forward to a continuing relationship. Yours very truly EONTECH GROUP INC. /s/ Boris Birshtein The DragonWyck Corporation and Jerry Goodis, have read, understood and agreed to the terms and conditions of consulting agreements with Eontech Group Inc. We have been advised that we may seek independent legal advice and have either done so or freely chosen not to obtain such independent legal advice. Date: The DragonWyck Corporation Per: /s/ Jerry Goodis Dated: /s/ Jerry Goodis The terms of then agreement are acknowledged and agreed to by Trimol Group Inc. Trimol Group Inc. Per: /s/ Alexander Gordin 4 Rider to Letter Agreement, dated July 6, 2001 (the "Letter") Between Eontech Group Inc. and its subsidiaries (collectively, "Eontech") and The DragonWyck Corporation and Jerry Goodis (collectively, "DragonWyck") 1. In the event of any conflict or inconsistency between the provisions of this Rider and the Letter to which this Rider is attached, the provisions of this Rider shall govern. 2. Position: Jerry Goodis will be working at Eontech's Toronto office and will hold the position of Executive Vice-President, International Marketing and Government and Corporate Relations for Eontech. Mr. Goodis' duties and responsibilities shall include all public relations work and media, investor and governmental relations for Eontech and its subsidiary companies. At the discretion of Eontech, Mr. Goodis' assignments may change from time to time. However, it is expressly understood by the parties to the Letter that under no circumstance shall Mr. Goodis or The DragonWyck Corporation perform any services for Trimol Group, Inc. which are in connection with the offer or sale of Trimol Group, Inc.'s securities in a capital-raising transaction, and which directly or indirectly promote or maintain a market for Trimol Group, Inc.'s securities. 3. Subsidiaries: For the purpose of the Letter., "Eontech" includes its subsidiaries, including but not limited to Aluminum-Power Inc. and Trimol Group, Inc. 4. Term: Except as otherwise provided in the Agreement, the Agreement shall remain in full force and effect for one year (1) from the date thereof. Following the completion of such initial term, the Agreement shall continue in effect from year-to-year thereafter unless one party shall provide the other party written notice of its intent to terminate the Agreement no less than sixty (60) days prior to the end of the annual period. EONTECH GROUP, INC. By: /s/ Boris Birshtein Boris Birshtein, Chairman of the Board TRIMOL GROUP, INC. By: /s/ Boris Birshtein Boris Birshtein, Chairman of the Board THE DRAGONWYCK CORPORATION By: /s/ Jerry Goodis /s/ Jerry Goodis Jerry Goodis (Individually)