And the street should stop worrying that DBCO management would stop the show. They have been WELL taken care of according to the new filing:
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PRIVATE AND CONFIDENTIAL
LETTER AGREEMENT, DATED AS OF FEBRUARY 18, 1998, BETWEEN AND
AMONG AMERICAN ECO CORPORATION, MICHEL L. MARENGERE, NICOLAS MATOSSIAN
AND RENE AMYOT.
This Letter Agreement forms an integral component of the
Letter of Intent (the "Letter of Intent") between American Eco
Corporation and Dominion Bridge Corporation.PART 1------
(1) Services Agreements: Michel L. Marengere February 28, 1998
(base salary US $360,000 + minimum guaranty bonus US $180,000) x 5 years
= US $2,700,000 Nicolas V. Matossian January 31, 1998
(base salary US $240,000 + minimum surplus bonus US $96,000) x 6 years
= US $2,106,000 Rene Amyot one time payment of US $250,000
(2) Non-compete signing bonus for Michel L. Marengere to equal
250,000 free trading shares of American Eco Corporation.
(3) Cause the Dominion Bridge Corporation to:
(i) Write-off or cancel the US $1,850,000 subscription
receivable.
(ii) Cancel the Roger Miller/Fidutech International
guaranty for Edinov Corporation transaction. The total
amount was written off as of September 30, 1997 fiscal
year end.
(4) Waiver and indemnification letters from each party for past up
to closing of AEC/DBC Acquisition Transaction.
(5) Satisfactory release of Michel L. Marengere, Nicholas
Matossian and Rene Amyot from personal liabilities relating to
Dominion Bridge's outstanding fiduciary deductions of
approximately Can $14,500,000.PART 2------MICHEL L. MARENGERE
-------------------
(1) Co-Chairman of combined entity for 3 years at US $250,000 per
year plus related expenses (resignation side letter post dated
6 months from close of Acquisition Transaction).
(2) Remain chairman of McConnell Dowell Corporation until the next
annual meeting.
(3) Commission plan on a case-by-case basis for each transaction
that Michel L. Marengere is involved with and accepted by
American Eco Corporation.
(4) Services of Rosa Nespeca as Executive Secretary to Michel L.
Marengere paid by American Eco Corporation up to one year.
(5) Office space for Michel L. Marengere and Rosa Nespeca for one
year.NICHOLAS V. MATOSSIAN---------------------
Consulting Agreement for 3 years at US $150,000 per year plus relatedexpenses.
RENE AMYOT----------
Board of combined entity or a consulting agreement for 3 years at US
$120,000 per year plus Board fees of McConnell Dowell Corporation.GENERAL-------
Part 1 and 2 of this Letter Agreement dated 02/18/98 to the Letter of
Intent Agreement 02/20/98 shall become effective and be in full force
and payable at the Closing upon the successful completion of all Phase
3 events as outlined in the Time Schedule attached to the Letter ofIntent.
American Eco Corporation
By: /s/ Michael E. McGinnis
--------------------------
/s/ Michel L. Marengere
--------------------------
Michel L. Marengere
/s/ Nicolas V. Matossian
--------------------------
Nicolas V. Matossian
/s/ Rene Amyot
--------------------------
Rene Amyot
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