CONSULTING AGREEMENT
This Agreement is effective this 21st day of February, 2001 by and
between Maxxon, Inc. ("Company") and Xxxxxx Xxxxx and Xxxxxx Xxxxx, each of
Genesis Design Group ("Consultants").
Term. The term of this Agreement shall be for one (1) year.
Services. Services provided by Consultants under this Agreement shall
be for design consulting and product development through first article
production.
Payment for Services. In lieu of Company paying cash for Consultants
services, Company agrees to issue Consultants a total of 100,000 shares of
Company common stock as payment for Consultants' services. The services provided
by Consultants are valued at $25,000 in total, which is the product of the
100,000 shares multiplied by $0.25 per share, the closing price of Company's
common stock on the date of this Agreement.
Incentive. Company has granted to Consultants the option to purchase up
to a total of 150,000 shares of Company common stock at an exercise price of
$0.25 per share. This option becomes exercisable only if Consultants are able to
deliver to the Company assembled syringes that are fully functional and feature
a working brake system within 12 weeks from the date the order with the
manufacturer is placed. If Consultants are able to accomplish this, the option
shall be exercisable in whole or in part until December 31, 2002, according to
the terms specified below.
Common Stock and Options Are Not Registered. Consultants understand
and acknowledge that the common stock, options and common stock issuable upon
the exercise of the options as set forth in this Agreement have not been
registered by the Company under the Securities Act of 1933, as amended, or under
the securities laws of any state. The common stock, options and common stock
issuable upon the exercise of the options are subject to restrictions on
transferability and resale and may not be transferred or sold unless registered
or exempt from registration. Consultants understand that they will be required
to bear the financial risks of investment in the common stock and options for an
indefinite period of time. Consultants affirmatively state that they are able to
bear the financial risks of this agreement.
Restrictions on Common Stock. The shares of common stock, options and
common stock issuable upon the exercise of the options as set forth in this
Agreement will bear the following restrictive legend:
"The shares evidenced by this Certificate have been acquired for
investment only and have not been registered under the Securities Act
of 1933, as amended, or the securities laws of any state. Without such
registration, the shares may not be sold, transferred, pledged or
otherwise disposed of, except upon receipt by the Company of an opinion
of counsel satisfactory to the Company that registration is not
required."
Method of Exercise of Options and Restrictions on Common Stock. If the
options become exercisable, the options may be exercised in whole or in part
until December 31, 2002 by Consultants sending a check made payable to Maxxon,
Inc. in the amount of $0.25 per share. Certificates for common stock will be
issued as promptly as practicable. The common stock issued pursuant to the
exercise of the options will bear the restrictive legend referred to above. The
common stock issued pursuant to the exercise of the options and are subject to
restrictions on transferability and resale and may not be transferred or sold
unless registered or exempt from registration. Specifically, the holding period
under Rule 144 will not begin until the options are exercised in the manner set
forth above.
Notice. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and sent by certified mail by the
Company to the residence of Xxxxx, or by Xxxxx to the Company's principal
office.
Further Assurances. Each party agrees to perform any further acts and
to execute and deliver any further documents that may be reasonably necessary to
carry out the provisions of this Agreement.
Severability. In the event that any of the provisions, or portions
thereof, of this Agreement are held to be unenforceable or invalid by any court
of competent jurisdiction, the validity and enforceability of the remaining
provisions or portions thereof, shall not be affected thereby.
Construction. Whenever used herein, the singular number shall include
the plural, and the plural number shall include the singular.
Headings. The headings contained in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning of any of the
provisions contained herein.
Multiple Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
Governing Law. This Agreement shall be governed by the laws of the
State of Oklahoma.
Inurement. Subject to the restrictions against transfer or assignment
as herein contained, the provisions of this Agreement shall inure to the benefit
of, and shall be binding on, the assigns, successors in interest, personal
representatives, estates, heirs and legatees of each of the parties hereto.
Waivers. No waiver of any provision or condition of this Agreement
shall be valid unless executed in writing and signed by the party to be bound
thereby, and then only to the extend specified in such waiver. No waiver of any
provision or condition of this Agreement shall be construed as a waiver of any
other provision or condition of this Agreement, and no present waiver of any
provision or condition of this Agreement shall be construed as a future waiver
of such provision or condition.
Amendment. This Agreement may be amended only by a written document
signed by the parties and stating that the document is intended to amend this
Agreement.
Disputes. In any dispute or proceeding to construe this Agreement, the
parties expressly consent to the exclusive jurisdiction of state and federal
courts in Tulsa County, Oklahoma, the principal place of business for Maxxon.
The prevailing party in any suit brought to interpret this Agreement shall be
entitled to recover reasonable attorney's fees and expenses in addition to any
other relief to which it is entitled.
Execution. Each party to this Agreement hereby represents and warrants
to the other party that such party has full power and capacity to execute,
deliver and perform this Agreement.
CONSULTANTS COMPANY
/s/ XXXXXX XXXXX /s/ XXXXXX X. XXXXXXXX, XX.
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Xxxxxx Xxxxx By: Xxxxxx X. Xxxxxxxx, Xx. M.D.
Medical Advisor
Maxxon, Inc.
/s/ XXXXXX XXXXX
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Xxxxxx Xxxxx
