Engineering Consultancy Agreement

This Agreement (the “Agreement”) is made as of the management agreement of 2019. by and
between …Vermillion IKE…………………………….., incorporated in ..Greece..................
with registered address.... 2 Kokkini Str, ..Athens and ..VAT: 800862959.... duly represented
by ......Georgios Lappas....... (hereinafter referred to as the “Company”) and C.R.E. s.a.l. ,
incorporated in Lebanon., with registered nbr#2026360 –Baabda , address: 9 th flr center Arz-
Jal Dib –Mount Lebanon–Lebanon under Financial Nbr#2548576-601 duly represented by Mr
Antoine Charbel Assi (hereinafter referred to as the “Consultant”).

The Parties shall hereinafter be referred to as a "PARTY" individually and collectively

"PARTIES".

RECITALS:

Whereas, the Company is the owner of hundreds of properties located in Athens, Greece and
wishes to grow its business and develop it into a professional real estate developer, engineer,
marketer, management and sales organization, in Europe, Middle East and Asia,

Whereas, the Company desires the Consultant to assist the Company with this massive
undertaking through the provision of consultancy and management services covering the above
listed fields which are more particularly described herein;

Whereas, the Consultant has the qualifications necessary to perform this mission for the
Company under the following terms and conditions;
 

AGREEMENT:

          NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and
conditions herein set forth, the parties hereto agree as follows:

1. Appointment and Term.

The Company hereby appoints, retains and hires the Consultant, and the Consultant hereby
agrees to be appointed, retained and hired by the Company, to serve the Company with the
transitioning of its business into a real estate development, engineering and renovation,
marketing, rental and sales company, on an international scale, and more broadly increase its
profitability and it's return on assets.

The term of this agreement shall commence upon signing the present agreeement and shall
continue for a period of ………Three (3)……… years.

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2. Provision of Services.

2.1 The Consultant will provide among others the following services to the Company in
relation to its current and future properties:

o Project Consultancy and Deal Evaluation Services

o Remote Project Management and Supervision

o Engineering consultancy and services

o Company administration, system design, programming and development

o Marketing activities with brochures, social media & online communication

o Develop property management assistance in rentals, short and long-term

o Develop sales activitier in Europe, Middle-east and Asia. Coach the sales team

and put in place appropriate remuneration schemes.

o HR: Train employees in different department of the Company

o Financial management, budgeting and cash flow management

2.2 The Parties agree, that the Consultant is entitled to hire subcontractors to provide some or
all of the services described above.

2.3 During the continuance of this agreement the Consultant shall unless prevented by a force
majoure event devote such of his time attention and abilities to the business of the Company
as may be necessary for the proper exercise of his duties as Consultant.

2.4 The Consultant will perform the Services called for under this agreement, keep the
Company informed of progress and developments, and respond promptly to Company's
inquiries and communications. Company will be truthful and cooperative with the
Consultant; keep the Consultant reasonably informed of developments, strategies and any
change of the Company's address, telephone numbers and whereabouts; and make timely
payments as required by this agreement.

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2.5 The Consultant will use his best endeavours and at all times shall serve the interests of the
Company.

 3. Fee for Services

3.1  In consideration of the performance of the Services contemplated by Section 2 hereof, the
Company agrees to pay to the Consultant a management fee according to the following
schedule:
 50 euros per hour for the programmer
 75 euro per hour for the engineers
 100 euros per hour for the manager
 125 euros per hour for the engineering manager
 150 euros per hour for the Director

3.2 In consideration of any additional Services not listed above and provided to the Company,
the Consultant will be entitled to receive additional compensation billed Hourly for a fee
equal to € …75 euros………………………….. (……seventy five…….) for each
assignement and that includes all employees of that company. The Fee payment shall be
non-refundable

4. Obligations

4.1 The Company will have the following obligations:

Be solely responsible for the condition, safety and security of the Properties, having all
required permits, licenses and registrations with respect to the Properties and that Properties are
in compliance with any rules, laws, guidelines, regulations, agreements issued by or agreed
with government bodies, including all laws and regulations in the jurisdiction where the
Properties are located.

Provide the Consultant assistance in reasonable means including (but not limited to)
cooperation, timely transfer of information, liaising diligently with employees of the Consultant
and third parties employed by the Consultant when necessary, and other actions requested in
the execution of the Services.

Provide the Consultant with keys to access the Properties prior to the execution of the Services
or if the Company does not wish to provide a set of keys or is not able to do so, provide access
to the Properties at the time of the execution of Services by any other means.

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4.2 The Services will be performed by the Consultant and the Consultant agrees to observe and
perform the following obligations:

-The Consultant will carry out the duties in an expert and diligent manner and to the best of his
ability, promptly and faithfully comply and observe all lawful and proper requests which may
be made by the Company (or by such person or persons as it may nominate from time to time
under this agreement); and

-Throughout the term of this agreement, the Consultant will, and when required, give to the
Company such written or oral advice or information regarding any of the Services as may
reasonably require;

-The Consultant will not, at any time, make any untrue or misleading statement relating to the
Company.

5. Expenses

The Company shall reimburse to the Consultant all pre-approved by the Company costs and
expenses of whatsoever nature incurred by the Consultantin connection with the services,
including but not limited to :
 Travel
 Communications
 Office supplies
 Transportations
 Meals

provided that the Company may require any such expenses to be duly vouched by written
evidence where procurable.

6. Consultant’s warranty

The Consultant warrants and represents to the Company that he is an independent service
provider. Nothing in this agreement shall render the Properties Manager an employee or
partner of the Company and the Properties Manager will not hold himself out as such.

The Properties Manager warrants to the Company that by entering into this agreement and
performing the Services, he shall not be in breach of any contract or other obligation and
will be in compliance with all applicable laws.

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 7. Confidential information

The Consultant will not disclose or use or cause to be disclosed or used, at any time during or
subsequent to this agreement, any secret or confidential information relating to the company or
its business, financial or other affairs of the Company acquired by him as Consultant for the
Company except as required by the Company in connection with the Consultant’s performance
of the agreement or as required by law.

8. Representations and warranties of the Company

The Company hereby represents and warrants that any and all information supplied hereunder
to the Consultant in connection with any and all services to be performed hereunder by
the Consultant for and on behalf of the Company shall be true, complete and correct as
of the date of such dissemination and shall not fail to state a material fact necessary to
make any of such information not misleading.

The Company further represents and warrants hereunder that:

This Agreement and the transactions contemplated hereunder have been duly and
validly authorized by all requisite corporate action;

The Company has the full right, power and capacity to execute and deliver this
Agreement and perform its obligations hereunder;

The execution and delivery of this Agreement and the performance by the Company of
its obligations pursuant to this Agreement do not constitute a breach of or a
default under any agreement or instrument to which the Company is a party or
by which it or any of its assets are bound; and

This Agreement, upon execution and delivery of the same by the Company, will
represent the valid and binding obligation of the Company enforceable in
accordance with its terms. The representations and warranties set forth herein
shall survive the termination of this Agreement.

9. Termination

If the Consultant became guilty of any serious misconduct or any serious breach or non-
observance of any of the conditions of this agreement or shall neglect or fail or refuse to
carry out the duties assigned to him hereunder the Company may by written notice
summarily terminate this agreement with immediate effect.

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This agreement will terminate automatically without any requirement for notice or payment in
lieu of notice in the event that the Consultant becomes unable to provide Services by
reason of permanent incapacity.

10. Personal agreement

This agreement is personal between the Company and the Consultant, and neither may sell,
assign or transfer any duties, rights or interests create under this Agreement without the
prior written consent of the other.

11. Amendment

No modification, waiver, amendment, discharge or change of this Agreement shall be valid

unless the same is evidenced by a written instrument, executed by the party against which
such modification, waiver, amendment, discharge, or change is sought.

12. Notices

Any notice required to be given hereunder by either party to the other shall be in writing and
shall be served by sending the same by registered or recorded delivery post to the
address of the other party as given herein or to such other address as that party may have
previously notified to the party giving notice as its address for such service.

All notices documents communications and any other data to be provided under this Agreement
shall be in the English language unless otherwise agreed.

13. Severability

The invalidity, illegality or unenforceability of any provision or provisions of this

Agreement will not affect any other provision of this Agreement, which will remain in full
force and effect, nor will the invalidity, illegality or unenforceability of a portion of any
provision of this Agreement affect the balance of such provision. In the event that any one
or more of the provisions contained in this Agreement or any portion thereof shall for any
reason be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be
reformed, construed and enforced as if such invalid, illegal or unenforceable provision had
never been contained herein.

14. Liability and Insurance

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a. Consultant liability: the Company hereby releases the Consultant from any liability
involving the Properties excepting where Consultant’s actions have been gross negligent and
fault thereby occurs.

b. Company liability: It shall be the Company’s sole responsibility to ensure that proper
insurance coverage is in effect for the Properties.

c. Indemnity: The Company agrees to indemnify and hold harmless the Consultant, his
employees, agents, contractors, and servants for any claims, debts, demands, suits, costs, or
charges, including necessary attorney’s fees, that may arise in connection with the management
of the Properties, unless they have conducted any illegal and/or unjustified by the common
sense action.

15. Governing law and disputes

This Agreement shall be governed by and construed in accordance with the laws of Greece.

The resolution of any dispute, controversy or claim arising out of or relating in any way to this
Agreement, or involving its validity, construction or performance shall be brought only
and exclusively before the Court of Athens, Greece.

IN WITNESS whereof this agreement has been executed on the date first before written by the
undersigned persons who are duly authorised by the respective party

THE COMPANY THE CONSULTANT

…........................................ ……….………………………

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