ex10_2.htm


    
      CONSULTING
AGREEMENT



     

    This
Consulting Agreement (the “Agreement”) is to be effective as of the 3rd day of
August, 2009 by and between Vista International Technologies,
Inc. a Delaware corporation (hereinafter “VITI”) having its principal
place of business at 4704 Harlan Street, Suite 685, Denver, Colorado USA 80212
and Ing. Gianfranco Licursi
(hereinafter “Consultant”), having its principal place of business at Via
Carlo Mollino 35, 36100 Vicenza,
ITALY.  The
parties agree as follows:

     

     

    
      	
              1.  

            	
              Engagement.   VITI
      hereby engages Consultant, and Consultant hereby agrees to render services
      to VITI, as a senior engineering consultant to the Senior Management or
      Board of Directors of VITI.

               

            
	2.  	Duties.     During
      the term of this agreement Consultant agrees to provide on a timely basis
      the following enumerated services plus any additional services agreed to
      in writing between VITI and
Consultant:


    

     

    
      	
              a.  

            	
              Engineering
      & gasification expertise for advancing the Thermal GasifierTM design in
      coordination with Mustang Consulting,
LLC

            


    

     

    
      	
              b.  

            	
              Conversion
      of engineering drawings to SI units, with appropriate labeling, and the
      preparation of “shop drawings” for fabrication of a Thermal
      GasifierTM

            


    

     

    
      	
              c.  

            	
              Supervision
      of the certification of the Thermal GasifierTM design per EU standards in
      coordination with Mustang Consulting,
LLC

            


    

     

    
      	
              d.  

            	
              Development
      of a mass and energy balance for fuel
testing

            


    

     

    
      	
              e.  

            	
              Provide
      liaison and support services between VITI and the Italian company that is
      building a demonstration project for the Thermal
  GasifierTM

            


    

     

    
      	
              3.  

            	
              Term.   The
      initial term of this consulting agreement shall be for a six (6) month
      period.  The term can be extended with the mutual written
      consent of both parties.

            


    

     

    
      	
              4.  

            	
              Compensation.   The
      Consultant shall be paid a flat fee for the services defined in Section 2
      of this Consulting Agreement based on the schedule listed
      below.  Such fees will be paid monthly in advance of the
      services being rendered.

            


    

     

    
      
        	
                August
      3, 2009:

              	
                $15,000
      USD

              
	
                September
      1, 2009:

              	
                $15,000
      USD

              
	
                October
      1, 2009:

              	
                $  7,500
      USD

              
	
                November
      1, 2009:

              	
                $  7,500
      USD

              
	
                December
      1, 2009:

              	
                $  7,500
      USD

              
	
                January
      1, 2010:

              	
                $  7,500
      USD

              


      

    

     

    
      	
              5.  

            	
              Materials
      & Expenses.

            


    

     

    
      	
              a.  

            	
              Consultant
      is solely responsible for any and all of Consultant’s costs including but
      not limited to; travel, entertainment, lodging, materials, and supplies
      while performing its services for VITI under this
      agreement.  Any costs that Consultant requests VITI to cover
      must be approved in writing in advance by VITI and VITI has sole
      discretion on approval or denial of said
costs.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    CONSULTING AGREEMENT

     

    
      	
              b.  

            	
              VITI
      agrees to supply Consultant, at VITI’s expense, an up-to-date licensed
      copy of the SolidWorks software program that is compatible with the
      software being used for VITI’s own development activity.  All
      engineering drawings developed for the Thermal Gasifier shall be
      maintained in a SolidWorks format, a copy of which shall be provided to
      VITI.

            


    

     

    
      	
              6.  

            	
              Confidentiality.    
      Consultant will not disclose to any other person, firm or corporation, nor
      use for its own benefit, during or after the term of this Consulting
      Agreement, any trade secrets or other information designated as
      confidential by VITI, which is acquired by Consultant in the course of
      performing services hereunder.  Any financial information
      disclosed to Consultant pursuant to this Consulting Agreement may not be
      disclosed in any manner without the prior written approval of
      VITI.

            


    

     

    Consultant
and its agents or assigns hereby agree expressly that they directly or
indirectly, for itself, or through its representatives, agents, employees, or
affiliates will not pursue a transaction with any party acknowledged by VITI as
an Employee or Consultant, unless the Consultant has a written commitment prior
to the introduction.

     

    
      	
              7.  

            	
              Indemnification.    Consultant
      and its agents or assigns hereby agree to indemnify and hold VITI harmless
      from and against all losses, claims, damages, liabilities, costs or
      expenses (including reasonable attorney’s fees) (collectively the
      Liabilities) joint and several, arising out of the performance of this
      Consulting Agreement, whether or not VITI is a party to such
      dispute.  This indemnity shall not apply, however, and VITI
      shall indemnity and hold the Consultant, its affiliates, control persons,
      officers, employees and agents harmless from and against all liabilities,
      where a court of competent jurisdiction has made a final determination
      that VITI engaged in gross recklessness and willful misconduct in the
      performance hereunder which gave rise to the losses, claim, damage,
      liability, cost or expense sought to be recovered hereunder (but pending
      any such final determination, the indemnification provision of this
      Consulting Agreement shall apply and the Consultant shall perform its
      obligation there under.)  The provision of this Paragraph 7
      shall survive the terminating and expiration of this Consulting
      Agreement.

            


    

     

    
      	
              8.  

            	
              Independent
      Contractor.       VITI and the
      Consultant hereby acknowledge that Consultant is an independent
      contractor.  Consultant shall not hold itself out as, nor shall
      it take any action from which others might infer, that it is an agent of
      or a joint venture partner of VITI.

            


    

     

    
      	
              9.  

            	
              Notices.   Any
      notice to be given to VITI, and the Consultant under the terms of this
      Agreement may be delivered personally, by telecopy, telex or other form of
      written electronic transmission, or by registered or certified mail,
      postage prepaid, and shall be addressed as
  follows:

            


    

     

    
      
        	
                If
      to VITI:

              	
                Vista International
      Technologies, Inc.

                4704
      Harlan Street, Suite 685

                Denver,
      Colorado USA 80212

              
	 
      	 
      
	
                If
      to the Consultant:

              	
                Ing.
      Gianfranco Licursi

                Via
      Carlo Mollino 35

                36100
      Vicenza, ITALY

              
	 
      	 
      


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    CONSULTING AGREEMENT

     

    Either
party may hereafter notify the other in writing of any change in
address.  A notice shall be deemed duly given when (a) personally
delivered, (b) telecopied, telexed or transmitted by other form of written
electronic transmission, or (c) on the third day after it is mailed by
registered mail or certified mail, postage, prepaid, as provided
herein.

     

     

    
      	
              10.  

            	
              Miscellaneous.      This
      Consulting Agreement sets forth the entire understanding of the parties
      relating to the subject matter hereof, and supersedes and cancels any
      prior communications, understandings and agreements between the
      parties.  This Consulting Agreement cannot be modified or
      changed, nor can any of its provisions be waived, except by written
      agreement signed by all parties.  This Consulting Agreement
      shall be governed by the laws of the State of Colorado, USA.  In
      the event of any dispute as to the terms of this Consulting Agreement, the
      prevailing party in any litigation shall be entitled to reasonable
      attorney’s fees.

            


    

     

    Accepted
and agreed to as of the date first written above.

    
 

    
      
        	
                Vista
      International Technologies, Inc.

              	
                Consultant

              
	 
      	 
      
	
                /s/
      Barry J. Kemble     

              	
                /s/
      Gianfranco Licursi    

              
	
                Name 
      Barry J. Kemble

                 

              	
                Name 
      Gianfranco Licursi

              
	
                CEO            

              	
                P.E.            

              
	
                Title

                 

              	
                Title

              
	
                July
      27, 2009        

              	
                July
      28, 2009        

              
	
                Date

              	
                Date