ex10-1.htm


    Exhibit
10.1

    


    


    GREENMAN
TECHNOLOGIES

    CONSULTING
AGREEMENT

    


    This
Consulting Agreement is made and entered into this 18th day of November 2008, by
and between Coastal International, Inc. (“Consultant”), and GreenMan
Technologies (“GMTI” or the “Company”).

    


    It
is agreed as follows:

    


    1.           Consultant
Services.   Consultant hereby agrees to perform and
provide consulting services for the Company on a monthly basis for a period of
four months commencing upon the execution of this agreement and ending March 17,
2009 unless extended upon mutual agreement. Consultant will perform the services
with the assistance and full participation of Mr. Lew Boyd and his
associates.  The services will include, but not be limited to, the
following (the “Services”):

    


    (a)
Provide and/or identify due diligence support as the Company’s management
explores commercial opportunities in the areas of green products and services
and alternative energy and renewable fuels.

    


    (b)
Work with Company management to broaden GMTI’s overall presence and footprint in
the “green” marketplace by introducing the Company to the Consultant’s wide
network of contact points with the financial community, industry groups,
government agencies and relevant academic centers of excellence. This will
include due diligence meetings in select cities, at GMTI’s request

    


    (c)
Interface with the “green” community on behalf of the Company, and work to
generate interest in the Company in this setting.

    


    (d)
Work with the Company’s management to formulate and refine its mission statement
as it relates to green opportunities including alternative energy and renewable
fuels

    


    (e)
Assist in formulating the selection criteria to be used in identifying and
qualifying potential candidates for the Company’s Board of Directors. Also,
assist in the selection and interview process of potential future
candidates.

    


    (f)
Provide other services as requested by the Company’s management and/or Board of
Directors that can be reasonably expected to be accomplished.

    


    2.           Payment.  Subject
to the provisions of the Agreement, the Company shall pay Consultant the
following as full compensation for the Services for the term
hereof:

    


    (a)
Cash –In return
for the services rendered, the Consultant shall be compensated by a monthly
payment of $7,500 in arrears commencing November 19, 2008 and ending March 18,
2009.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           Project
Expenses.   The Company shall pay Consultant project fees
for special events and materials as mutually agreed upon and such fees to be
approved in advance in writing by an officer of the Company, and to be payable
within 15 days of submission by Consultant to the Company of itemized statements
accounting for such expenses.  In certain circumstances, the Company
will prepay the Consultant’s airfare or hotel costs directly as agreed to in
writing and in advance by the Consultant and an officer of the
Company.   All projects to be approved in writing and in advance
by an officer of the Company and associated expenses need to be approved in
writing and in advance by an officer of the Company.

    


    4.           Prior Approval of Published
Materials.  Consultant shall provide the Company for its review
and comment copies of any tangible communications, whether written or recorded
on audio, video or film media, which Consultant may give to any person in
providing the Services.  Consultant shall provide such copies to the
Company a minimum of two (2) business days prior to Consultant’s first proposed
use of such material, or more than five (5) business days prior if necessary, to
provide the Company the opportunity to make any revisions it deems appropriate
and necessary to such materials.  Consultant shall not use materials
without the written consent of an officer of the Company in performing the
Services and may not use any materials which contain any statement which is
false or misleading, and it shall include in all such materials all information
necessary to make the statements contained therein not misleading; provided that
Consultant shall not be responsible for the accuracy or completeness of
information furnished to it in writing by the Company.

    


    5.           Nondisclosure of
Confidential or Insider Information.

    


    (a)
In the course of performance of Consultant’s duties, Consultant may receive
information, which is considered material inside information within the meaning
and intent of the United States federal securities law, rules and
regulations.  Consultant will not disclose this information to others,
except as expressly authorized by the Company and will not use this information
directly or indirectly for the benefit of Consultant or as a basis for advice to
any other party concerning any decision to buy, sell, or otherwise deal in the
Company’s securities or those of any of its affiliated companies.

    


    (b)
The provisions of this Section 5 shall survive the termination or expiration of
this agreement.

    


    6.           Scope of
Engagement.  Consultant shall retain the legal status of an
independent contractor.  In no event shall Consultant be or be deemed
to be an employee or agent of the Company, or to qualify for benefits afforded
such persons as Company employees.  Consultant has no power or
authority to act for, represent or bind the Company.  Either party may
cancel this agreement on 30 days prior written notice.

    


    7.           Headings.  The
headings used in the Agreement are for the convenience of the parties only and
shall not in any way limit or affect the meaning or interpretation of any of the
terms hereof.

    


    8.           Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties with respect to the subject matter embraced hereunder and
except as expressly incorporated herein, supersedes all prior agreements,
promises, proposals, representation, understanding and negotiations, whether
written or oral, between the parties.  No modifications, amendments,
supplements to or waivers of the Agreement or any of the terms or conditions
hereof shall be binding upon the parties or of any effect unless made in writing
and duly signed by both parties.  In the event of any conflict between
the Agreement and any Warrant Agreement entered into by and between the parties,
this Agreement shall control.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.           Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts.

    


    


    


    


    
      	
              Accepted
      by:

            	 
      
	 
      	 
      
	
              Coastal
      International, Inc.

            	
              GreenMan
      Technologies

            
	 
      	 
      
	
              By:
      /s/ Lew Boyd

            	
               By:
      /s/ Charles E. Coppa

            
	 
      	 
      
	
                  
      Lew Boyd

            	
              Charles
      E. Coppa

            
	
                  
      President

            	
              Chief
      Financial Offier

            
	 
      	 
      
	
              Date:  November
      18, 2008

            	
              Date:  November
      18, 2008