CONSULTINGAGREEMENT

 

 

 

ThisAgreement is entered into this 27th day of August 2003 by and between NaturolHoldings Ltd., a Delaware corporation ("Company"), and William E.Prince, an individual whose principal office is at 201 E. Elizabeth Street,Elizabeth City, NC 27909 ("Consultant").

 

WHEREAS,Consultant has expertise in the areas of environmental remediation, wastetreatment and corporate development; and

 

WHEREAS,Company desires to develop new options for commercializing its technologies; and

 

WHEREAS,Company desires to have Consultant provide all aspects of executive managementof said company; and

 

NOW,THEREFORE, IT IS AGREED AS FOLLOWS:

 

1    Section . Obligations of Consultant. Consultant agrees to thefollowing:

1.1To continue the establishment of a corporate operation in North Carolina.

1.2To provide all services necessary as President and Chief Executive Officer forsaid company.

 

2Section . Term.

> 
The  term of this agreement will expire on December 31, 2003, at which time William  E. Prince will

formalize  a payroll contract agreement with Naturol Holdings Ltd. through Integrated

Environmental  Technologies Ltd.

3Section . Obligation of Company. Company agrees to the following:

 

3.1    To pay Consultant the sum of $5,000/monthly for services rendered pursuant tothis Agreement.

         Said amount shall be payable within 30 days of invoice by the Consultant, at thebeginning of each

         month.

3.2    To pay for travel and expenses incurred in the performance of this Agreement.

 

4Section . Independent Status. This Agreement shall not in anymanner be construed to be a partnership agreement or a joint venture between theparties and the parties hereto expressly agree that this Agreement merelyestablishes a consulting relationship.

 

5Section . Remedies and Limitation on Remedies. In the event of adefault by either party, the non-defaulting party shall be limited to thefollowing remedies:

 

5.1In the event of a default by Consultant, Company's remedies shall be limited tothe following:

Inthe event of any default by Consultant, and after Company shall have providedConsultant with written notice of such default and shall have given Consultant aperiod of not less than 20 days to cure said default, Company, at its option,shall be entitled to rescind this Agreement and to receive the return of a sumnot to exceed all sums previously paid to Consultant.

 

 

5.2In the event of a default by Company, Consultant's remedies shall be limited tothe following:

Inthe event that Company fails to make any payment when due, and after Consultantshall have provided Company with written notice of such default and shall havegiven Company a period of not less than 20 days to cure said default,Consultant, at its discretion, may rescind this Agreement, including but notlimited to all licenses granted herein, and may file suit against Company forthe reasonable value of its services and materials provided to Company to date,such sum not to exceed the sum which would otherwise have been due Consultantpursuant to this Agreement.

 

5.3No party shall have any other remedies against the other party, except thosespecifically set forth herein.

 

6Section . Notices. Any notices permitted or required under thisAgreement shall be deemed given upon the date of personal delivery or 48 hoursafter deposit in the United States mail, postage fully prepaid, addressed to theConsultant as follows:

 

WilliamE. Prince

201E. Elizabeth Street

ElizabethCity, NC 27909

 

addressedto the Company at:

 

NaturolHoldings Ltd.

201E. Elizabeth Street

ElizabethCity, North Carolina 27909

 

orany other address as any party may, from time to time, designate by notice givenin compliance with this section.

 

7.Section . Arbitration. If at any time during the term of thisAgreement any dispute, difference, or disagreement shall arise upon or inrespect of the Agreement, and the meaning and construction hereof, every suchdispute, difference, and disagreement shall be referred to a single arbiteragreed upon by the parties, or if no single arbiter can be agreed upon, anarbiter or arbiters shall be selected in accordance with the rules of theAmerican Arbitration Association and such dispute, difference, or disagreementshall be settled by arbitration in accordance with the then prevailingcommercial rules of the American Arbitration Association, and judgment upon theaward rendered by the arbiter may be entered in any court having jurisdictionthereof.

 

8.Section . Law Governing. This Agreement shall be governed by andconstrued in accordance with the laws of the State of Delaware, the UnitedStates of America.

 

 

9.Section . Computation of Time. In computing any period of timepursuant to this Agreement, the day of the act, event or default from which thedesignated period of time begins to run shall be included, unless it is aSaturday, Sunday or a legal holiday, in which event the period shall begin torun on the next day which is not a Saturday, Sunday or legal holiday, in whichevent the period shall run until the end of the next day thereafter which is nota Saturday, Sunday or legal holiday.

 

10. Section . Titles and Captions. All section titles or captionscontained in this Agreement are for convenience only and shall not be deemedpart of the context nor affect the interpretation of this Agreement.

 

11.Section . Pronouns and Plurals. All pronouns and any variationsthereof shall be deemed to refer to the masculine, feminine, neuter, singular orplural as the identity of the person or persons may require.

 

12.Section . Entire Agreement. This Agreement contains the entireunderstanding between and among the parties and supersedes any priorunderstandings and agreements among them respecting the subject matter of thisAgreement.

 

13.Section . Agreement Binding. This Agreement shall be binding uponthe heirs, executors, administrators, successors and assigns of the partieshereto.

 

14.Section . Amendment. This Agreement may be amended only by thewritten agreement by the parties hereto.

 

15.Section . Presumption. This Agreement or any section thereof shallnot be construed against any party due to the fact that said Agreement or anysection thereof was drafted by said party.

 

16.Section . Further Action. The parties hereto shall execute anddeliver all documents, provide all information and take or forbear from all suchaction as may be necessary or appropriate to achieve the purposes of theAgreement.

 

17.Section . Counterparts. This Agreement may be executed in severalcounterparts and all so executed shall constitute one Agreement, binding on allthe parties hereto even though all the parties are not signatories to theoriginal or the same counterpart.

 

18.Section . Parties in Interest. Nothing herein shall be construedto be to the benefit of any third party, nor is it intended that any provisionshall be for the benefit of any third party.

 

 

19.Section . Savings Clause. If any provision of this Agreement, orthe application of such provision to any person or circumstance, shall be heldinvalid, the remainder of this Agreement, or the application of such provisionto persons or circumstances other than those as to which it is held invalid,shall not be affected thereby.

 

ThisAgreement is hereby affirmed by the Parties as of the date first cited above.

 

 

NaturolHoldingsLtd.                                                                            William E. Prince

 

 

by:/S/William E.Prince                                                                         by:/S/William E.Prince                           

WilliamE. Prince, President and CEO