Authorized Principal Trainer Agreement

Authorized Principal Trainer Agreement

Agreement between Lead Abatement Consulting & Training Systems , Inc., Seagull Environmental Management Company, Inc., MSK Ambiental, Inc. (SPONSORS) and

___________________________________________________________("Authorized Principle Trainer" (APT)).

WITNESSETH:

WHEREAS, SPONSORS have created, sought and obtained approval (for accreditation under Section 206 of the Toxic Substance Control Act (TSCA), 15 USC, Section 2646 for specific training courses and examinations for the Asbestos "Worker" and refresher, "Supervisor" and refresher, "Building Inspector" and refresher and "Management Planner" and refresher courses, pursuant to the requirements of the Model Accreditation Plan of the United States Environmental Protection Agency, 40 CFR, Part 763, Subpart E, and certain state and local accreditation programs. These courses are otherwise known as "Certified AHERA/ASHARA Courses";

WHEREAS, SPONSORS have created training courses and examinations for the "Lead Worker" and refresher, "Lead Supervisor" and refresher, "Lead Inspector" and refresher and "Risk assessor" and refresher courses, pursuant to the requirements of the Model Contractor Accreditation Plan of the United States Environmental Protection Agency, 40 CFR, Part 745.225, and certain state and local accreditation programs these courses are otherwise known as "Certified LEAD Courses";

WHEREAS, SPONSORS have created Hazardous Material training courses and examinations for the 24 hour course and Refresher, 40 hour course and Refresher, Supervisor course and Refresher, Incident Commander and Refresher and the Competent Person courses, pursuant to the requirements of the regulations set forth in OSHA, 29 CFR regulations, these courses are otherwise known as "HAZ-MAT Courses";

WHEREAS, SPONSORS have created numerous other training courses and examinations for various other subjects, such as, ISO 9000, ISO 14000, Environmental Assessment - Phase One, and various awareness and operations & maintenance programs, and XRF radiation courses, among others, these courses are otherwise known as "OTHER Courses";

WHEREAS, APT desires to avail itself of the benefits of the courses pursuant to the terms and conditions set forth in this Agreement;

THEREFORE, the Ten ($10) Dollars and other good and valuable consideration, the mutual receipt of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

"Authorized Principal Trainer" or "APT" means a corporation, including its officers, .

"Certified Course" means course for which an approval to train has been granted by either the United States Government, a State, or a local government.

"Courseware" consists of ,but is not limited to, all computer files, all software, all printed materials, all video tapes, all advertising materials, the style and content of the training materials and presentation, and the curriculums used and associated with the presentation of the SPONSORS' training courses.

"Existing Approvals" means approvals to train courses that exist at the time of the signing of this Agreement. Should particular courses not require approval, then it shall be considered non-existing unless it is listed as existing in this Agreement.

"Interaction" means a point in time where the courseware for a particular course calls for a classroom or hands-on activity.

"IPS" means "Interactive Presentation System" which includes all of the equipment necessary to effectively offer a particular course or courses. Generally, the IPS includes, but is not limited to, a Macintosh server computer with modem & printer, a computer network, etc. The IPS also includes as many of the following as there are certified courses to be given, simultaneously: Macintosh training computer, 8mm VCR with LANC control, TV monitor or set, computer/VCR LANC interface cable.

"Irregularity" means any situation where a course does not occur as it is intended. Irregularities may include starting a class late, returning from lunch or a break late., malfunctioning computers and video players, altered student back-up certificates for refreshers., payments that are not immediately forwarded, course cancellations due to no students, and audits.

"LANC" means a VCR control protocol developed and used by Sony Corporation.

"RULES" means any statutes, rules, and/or guidelines administered by either the United States government, a state, or a local government that are intended to regulate or guide a training course of the SPONSORS' to be presented by the APT.

"Transmit" means to convey to the other party or parties to this Agreement an original or photocopy by U.S. Mail, private carrier, E-Mail attachment, Fax, or Apple Remote Access.

2. HARDWARE

SPONSORS will provide specifications for equipment known as the IPS, which is required for each presentation of THE SPONSORS' certified training programs.

APT will purchase and maintain the required IPS system(s) at their training location(s) at no cost to SPONSORS.

APT will purchase and maintain a dedicated phone line at their training location(s) at no cost to SPONSORS.

APT will be solely responsible for the IPS system.

APT understands that it must have an operating IPS to accommodate each course given. In the event of theft or damage to any component of an IPS, replacement components for the system are required at the APT's expense adequately in advance of further training. The APT understands that SPONSORS may need adequate time to program the IPS system before it may be used for training. If for any reason, SPONSORS agree to loan IPS equipment to the APT, the following items apply:

APT agrees to pay all shipping, sales or use taxes, repair, maintenance, insurance, and any other costs associated with the IPS system including shipping and delivery.

The APT will be responsible for the loss, theft, or damage to the IPS system at all times.

The APT will immediately return the IPS to the SPONSORS when requested by any of the SPONSORS for any reason. In the event that additional IPS systems are sent to the APT on loan and used to provide a course or otherwise, any property owned by SPONSORS that becomes lost, stolen, or, in the judgment of SPONSORS, substantially destroyed, will be replaced or reimbursed by the APT at the full retail cost of the IPS system.

3. COURSEWARE

SPONSORS will provide the APT with courseware for those courses that have been mutually determined by the APT and SPONSORS.

APT understands and agrees that the training courses, their courseware, including, but not limited to, video tapes, cassettes, courseware, software, examinations, instructional materials, forms, approvals, content and style of the material and presentation are the exclusive property of the SPONSORS. The APT agrees with this right of SPONSORS' ownership regardless of copyright, patent or other conventionally used methods of proof of ownership.

After each training course, APT agrees to promptly transmit or cause to transmit pertinent courseware related to a completed course to SPONSORS' processing center.

APT understands and agrees that courseware is not to be removed from the Continental United States, Hawaii, and/or Alaska at any time or for any reason other than for direct transportation to and from Hawaii and/or Alaska.

APT agrees to pay the penalties stated in paragraph 7 (seven) of this Agreement should courseware be removed from the United States for any reason. APT understands that materials may only be removed from the United States by amendment to this contract in writing and attached.

4. APPROVED TRAINERS

APT understands that it must conduct SPONSORS' courses through qualified trainers who must be pre-approved by the SPONSORS for specific courses, and at a minimum, must have certain academic credentials and/or meet specific criteria for field experience as required by the RULES and SPONSORS' policies.

The APT agrees, for each prospective trainer, to transmit a properly executed application, on SPONSORS' provided forms, to the SPONSORS in advance of any activity in SPONSORS' training by that individual.

The APT understands that the trainer approval process may be lengthy (usually 30 to 90 days).

The APT agrees that it is the responsibility of the APT to insure that each trainer approved by the SPONSORS understands and obeys the RULES and SPONSORS' guidelines and policies.

SPONSORS may approve or not approve of any prospective trainer or approved trainer in their sole and unfettered discretion.

At any time, SPONSORS may withdraw approval of any trainer if the trainer does not comply with the terms of this agreement, the SPONSORS' training guidelines, or the RULES.

At anytime SPONSORS may withdraw approval of any trainer in their sole discretion if the trainer's qualifications should fall below the minimum requirements acceptable by the RULES.

The SPONSORS reserve the right to administer a proficiency examination to any trainer at any time. Results of the examination may be used in determining the approval status of the trainer.

The APT herein certifies that all submitted prospective trainers and approved trainers of the APT have not been convicted of a felony. The APT herein certifies that all submitted prospective trainers and approved trainers of the APT have not been convicted of an environmental violation and have not signed a consent agreement related to an environmental violation.

The APT agrees that during the term of this agreement, the APT will immediately notify the SPONSORS of any pending environmental violation held against the APT, their approved trainers, or any of their employees.

5. ADVANCE NOTIFICATION OF TRAINING

The APT agrees to notify the SPONSORS by transmission at least 11 days prior to any certified training. All notifications must be specific to a particular course but may be a schedule of specific courses. In any event, the first course notified must be at least 11 days from the time the SPONSORS receive the APT notification.

Weekly or monthly training schedules may be notified once in every 3 months, but any changes other than those causing cancellation due to extreme emergencies must be notified within 11 days of the change.

When regular weekly or monthly training has been notified, the APT agrees to train regardless of how few students register for any particular course. The APT agrees to continue the regularly scheduled training until the APT notifies the SPONSORS with an 11 day advance notice of cancellation of the schedule.

The APT agrees to give at least 1 hour advance notification by transmission of non-certified courses.

5. PRESENTING THE COURSES

The APT agrees to insure that each trainer, as well as, other employees of the APT involved with the training of any of the SPONSORS' courses, understands and obeys the RULES and SPONSOR guidelines and policies.

The APT understands that the RULES require courses to be specific lengths. The APT agrees to insure that no student receives less training time than the RULES require. The APT agrees that no class or student will be released from class early for any reason.

The APT agrees to immediately notify the SPONSORS of any and all irregularities .

In the event that any student begins any portion of the training late, the APT agrees to insure that the student is taught any missed material during an equivalent amount of time as that missed.

In the event that any class begins any portion of the training late, the APT agrees to insure that the class ends late by an equivalent amount of time.

The APT agrees to warn all students at the beginning of all certified refresher courses that if the students last training was not by the SPONSORS, the student must supply a copy of his last certification as a condition to his successfully completing the current course. In addition, if a certificate is presented, it must be valid and not have expired by more than one year.

The APT agrees to insure that their approved trainers conduct each and every interaction with each student as required by the courseware for a particular course.

The APT agrees to discourage trainers from sitting during interactions and leaving the classroom while video is being presented.

The APT agrees to insure that their trainers do not review courses using the final examination.

The APT agrees to insure that the final examination for each course is well guarded and never left where any student has access.

The APT agrees to insure that their trainers do not leave the classroom for any reason during an examination.

The APT agrees to discourage trainers from asking the students general questions such as, "Are there any questions" and from addressing questions to the entire class. The APT agrees to insure that each of their trainers ask specific questions of individual students during all interactions.

This agreement does not allow for the training of individuals that are employees of the APT or the training of employees of any other business to which the APT or its owners or officers are a principle, officer, owner, employee, or shareholder. If the APT wishes to train such individuals, it must be accomplished according to the terms and conditions of another written agreement that is separate from this agreement.

APT understands that the APT is bound by this contract, as well as, the RULES, to provide courses consisting of exact training course lengths which, if conducted with the SPONSORS courseware, are designed to enable individuals completing the courses to obtain certifications in various disciplines pursuant to the rules of various Federal, state, and local government agencies.

APT agrees that it is solely responsible for the conduct of the training courses, and that it shall conduct the courses specifically and exactly as required by the SPONSORS courseware and the RULES. APT understands that this is one of the conditions of SPONSORS issuance of certifications pursuant to this Agreement.

APT agrees to immediately notify the SPONSORS if the courseware and RULES are in conflict or if the courseware is inadequate or incomplete in meeting the terms of the RULES.

The APT agrees to immediately notify the SPONSORS by telephone at the initiation of a course audit by any of the administrators of the RULES or their agents.

The APT agrees to politely inform any auditor, prior to, or at the initiation of, the audit, that any comments about items other that the direct presentation technique and content of material presented by the live approved trainer, must be directed to the training manager of the SPONSORS who is available at 1-800-966-9933.

The APT agrees to fully inform the SPONSORS of any complaint or criticism by any person concerning a course of the SPONSORS.

6. CERTIFICATIONS & CERTIFICATES OF TRAINING

Upon completion of each course, the APT agrees to transmit to the SPONSORS for each course:

Course Cover Sheet Daily Sign-in Sheet(s) Payment Other data as required by the RULES or the SPONSORS.

Upon completion of each course, the APT agrees to transmit to the SPONSORS for each student within a course: Registration Form Examination (back of registration) Course Evaluation Form Certificate forwarding information Autocourse script Last certificate (if refresher and not SPONSOR trained. Other data required by the RULES or the SPONSORS.

APT understands that, in no event, will certifications be issued in advance of or during training and that certificates will only be issued when all documentation is complete and transmitted to the SPONSORS and payment for the certifications has been arranged with the SPONSORS.

APT understands that, although SPONSORS will act in good faith, SPONSORS are under no obligation to issue certifications for any student unless SPONSORS, in their sole and unfettered discretion, concludes that the particular student for whom a certificate is requested has successfully completed the program.

APT understands and agrees that certificates will not be issued unless the APT is otherwise in compliance with all the terms and conditions of this Agreement and any related Lease or Rental Agreement and any other agreements between the parties.

7. Penalties

APT agrees to pay compensatory money damages to SPONSORS in the amount of $30,000.00 as a minimum, in any of the following events:

APT uses or benefits from the training outside of the terms of this Agreement, APT causes the use of SPONSORS training outside the terms of this Agreement ,

APT allows others to benefit from any portion of the SPONSORS' hardware or software outside of the terms of this Agreement,

APT fails to return courseware when requested,

APT duplicates, copies, or causes to be duplicated or copied, any portion of the SPONSORS' courseware,

APT fails to reasonably guard or protect the Sponsor's courseware form theft or misuse,

A present or former employee or associate of the APT commits any of the above mentioned items.

If the APT or its associates:

are paid tuition(s) for SPONSORS' course(s) or course(s) where any portion of SPONSORS' courseware is used and fails to immediately pay SPONSORS for certificates for which the APT has been paid,

directly or indirectly obtains certificates without payment to SPONSORS (e.g., through conducting its own schools using SPONSORS materials or any portion thereof, or in conjunction with others, or otherwise, while using any portion of SPONSORS' hardware or courseware),

fraudulently alters or duplicates the SPONSOR'S certificates,

then

the APT agrees to pay compensatory money damages to SPONSORS in an amount equal to the amount which results from multiplying:

(1) a number equal to the number of approved course instructors of the APT by (2) twenty-five by (3) the last advertised prices for APT courses prior to the violation of this Agreement.

The liquidated damages formula, as set forth above, consists of the number of APT's approved instructors during the period in which a violation was committed or at the time the violation is discovered by SPONSORS, whichever number is higher, multiplied by twenty-five which is the maximum number of persons that one instructor is permitted to train in one week; then that total multiplied by the certificate price as stated above. These damages shall be payable separately for each week during which the violations occurred.

The parties agree that it would be unreasonably difficult for SPONSORS to discover each instance where a certificate is or might have been issued in violation of this agreement. Therefore, the parties agree that the above described measure of damages shall constitute liquidated damages because of the difficulty in tracing and discovering violations such that actual damages would not be capable of ascertaining.

APT agrees to pay all costs and reasonable attorney fees (including on appeal) that SPONSORS incur in connection with SPONSORS' enforcement of and attempts to enforce it's rights under or in connection with this agreement and otherwise against APT or others with whom APT has acted in violation of this agreement.

8. Amounts of Payments For Services Due to SPONSORS

The intent of this section is to set up a situation where the APT will pay 50% of gross tuitions to the SPONSORS until a certain volume is reached. At that point, the percentage due to the SPONSORS would specifically decline. Each calendar year, the process will begin again.

The Parties to this agreement agree that the amount of fees for services shall be calculated on an annual basis. The calendar year for calculation purposes shall be January 1 through December 31 each year of this agreement.

Calculations will be for fees collected by the SPONSORS. Fees due the SPONSORS will not be considered. Calculations will be made as of the date of clearing the SPONSORS' BANK, not the date of the course.

At the initiation of this Agreement, and beginning, again, at the initiation of each calendar year, the Parties to this agreement agree to evenly split, without deduction, any tuitions or other moneys collected by either party as a direct result of the SPONSORS' courses being offered and/or conducted by the APT.

When $75,000.00 in payments from an APT have been collected by the SPONSORS in any given calendar year, then the amount due the SPONSORS for services will reduce to 45% of any tuitions or other moneys collected by either party as a direct result of the SPONSORS' courses being offered and/or conducted by the APT.

When $125,000.00 in payments from an APT have been collected by the SPONSORS in any given calendar year, then the amount due the SPONSORS for services will reduce to 40% of any tuitions or other moneys collected by either party as a direct result of the SPONSORS' courses being offered and/or conducted by the APT.

APT agrees that their percentage of tuitions and other moneys related to any particular course is not earned if certificates are not issued due to a loss of training accreditation for that course or a future course of the same discipline when the certificates are not issued as a direct result of the action or lack of action by the APT, its trainers , or employees.

SPONSORS agree that their percentage split of tuitions and other moneys related to any particular course is not earned if certificates are not issued due to a loss of training accreditation for that course or a future course of the same discipline when the certificates are not issued as a direct result of the action or lack of action by the SPONSORS or their employees.

9. Methods of Payments For Services

Each of the Parties to this Agreement agree to forward in the form of payment for services, the proper percentage of collected moneys relating to any of the SPONSORS courses offered and/or conducted. Payments shall be sent to SPONSORS in the most expeditious method possible.

Certificates may not be issued until payments are collected by SPONSORS.

Only with prior approval, and only when an APT is in total compliance with this agreement, the SPONSORS may permit the APT to transmit a true photocopy of a properly executed APT company check in the exact amount of a due payment to expedite the issuance of certificates. When this is permitted, the APT agrees and understands that, under this agreement, the act of transmitting a photocopy means that the APT has, on the same day as its photocopy is transmitted, placed the actual check with proper addressing and postage in the U.S. Mail for delivery to the SPONSOR. When this system is used, should the actual payment not be received by the SPONSORS within seven days of its photocopy transmission, or should the postmark be more than 24 hours after the time of its transmission, any agreement allowing this system is immediately canceled without notice.

The SPONSORS will accept company checks for payments from the APT unless or until any of the following occur:

An APT check is returned as unpaid for any reason by a bank: or

The APT is delinquent in due payments to the SPONSORS.

In the event APT company checks are no longer accepted by the APT, payments must be made by certified check, bank check, or money order.

10. Exclusive Agreement

This Agreement is intended to be exclusive. The APT is prohibited under this agreement from training any courses offered by the SPONSORS unless they are offered according to this agreement or the APT has its own approvals prior to the signing of this agreement and those approved or offered courses are listed below.

This is in no way intended to interfere with or disrupt an existing school's operations nor should it be interpreted to mean that an existing school, with its own existing approvals, can no longer train on its own or issue its own certificates, provided that it, in no way, uses any portion, what-so-ever, of SPONSORS' marketing materials, hardware, courseware and training techniques for its own courses or the courses of others.

APT warrants that it has no existing approvals, nor is it training any "other courses" not requiring approvals at the time of initiation of this contract except the following:

____________________________________________________

Under this Agreement, the APT is prohibited from obtaining or applying for approvals to train on their own or through others for the term of this agreement and extending six months thereafter. The APT may renew approvals for courses listed above.

The APT agrees not to attempt to circumvent this Agreement by using separate corporations or other means of masking the circumvention. Any act that achieves the goal of circumvention of the SPONSORS exclusive rights under this agreement shall be considered a violation of this agreement.

11. Auditing

SPONSORS and its attorneys or other agents have the right at any time, and from time to time, to audit, inspect, and copy APT's records at any time during the term of this agreement and for a period of two years thereafter. APT shall fully cooperate with SPONSORS, its attorneys or other agents, in connection with any such audits or inspections.

12. Disputes

APT agrees to hold SPONSORS and the agents and employees of SPONSORS harmless from any damages, including attorney fees and including on appeal, which SPONSORS or its agents or employees might otherwise suffer by reason of any claims made against SPONSORS, its agents or employees, by APT or any third persons in connection with this Agreement or any of the training and other activities described in or reasonably incidental to this Agreement.

The parties agree that this Agreement has been drafted and executed in Fort Lauderdale, Broward County, Florida, and they further agree that any disputes between them shall be settled in the Courts, State or Federal, as appropriate, in Broward County, Florida.

13. Termination of this Agreement

Either SPONSORS or APT may terminate this contract by giving not less than thirty (30) days notice, in writing, to the other party of their intention to terminate.

SPONSORS may terminate this Agreement without notice at anytime that there is a clear violation of this Agreement that could reasonably effect the approval status or reputation of the SPONSORS.

Upon termination all SPONSORS owned equipment and courseware shall be returned to SPONSORS, immediately, and SPONSORS will have no further responsibility under the provisions of this contract.

Upon termination of this agreement or the termination of approval to train any particular course within this agreement, APT agrees to immediately return any inventoried courseware to the SPONSORS at no cost to the SPONSORS.

This contract is subject to immediate termination by the SPONSORS when the cancellation of approvals occurs of all of the APT's approved trainers.

Upon termination, the APT agrees to immediately forward all courseware and hardware belonging to the SPONSORS for all SPONSORS' courses to the SPONSORS.

UPON termination of this agreement, the APT and the SPONSORS agree to allow auditing of all training records including financial records by any party to this agreement or their authorized agents for a period of one year after any termination.

Both Parties to this agreement agree that termination by notice is not, in and of itself, cause for withholding a due payment for certification of students.

14. General Provisions

This is the entire Agreement between the parties. There are no other Agreements or understandings between them dated prior to this agreement. This Agreement cannot be modified without the prior written consent of both parties. The term of this Agreement is indefinite. This Agreement is binding not only upon the parties hereto, but also upon their respective heirs, successors, and assigns.

15. Notices under this Agreement

Notices under this Agreement shall be sent as follows:

To SPONSORS: Seagull Environmental Management Company, Inc. 900 NW. 5th Avenue Fort Lauderdale, Florida 33311 ATTN: Mark Knick

To APT:

_________________________________________________

ATTN: ___________________________________________

12. All individuals executing this Agreement warrant that they have the full and complete authority to execute this Agreement on behalf of the organization for which they are signing.

IN WITNESS WHEREOF, the parties have executed this Agreement, effective date:

X (date)_______________

BY: ____________________________________________SPONSORS

X APT: ____________________________________________Co. Name

X BY: ____________________________________________For APT

(please sign and date)

X BY: ____________________________________________As Individual

(please sign and date)