EXHIBIT 10.7
SERVICES AGREEMENT
THIS SERVICES AGREEMENT is entered into as of October 1, 2001 (the
"Effective Date"), by and among CDEX-Inc. Corp., a Nevada corporation (the
"COMPANY") and Xx. Xxxx-Xxx Xxxx (the "Consultant").
1. SERVICES AGREEMENT. Subject to the terms and conditions set forth in
this Agreement, the Company agrees to engage the Consultant to perform
services for the Company as set forth below.
2. TERM. The term of engagement under this Agreement shall be for two
years from the Effective Date (the "ENGAGEMENT PERIOD"), unless
terminated earlier as provided herein. This Agreement will be
automatically renewed for additional 12-month periods unless either the
Consultant or the Company provides advanced written notice, given at
least sixty (60) days prior to the end of the then-existing Engagement
Period, of its intent not to renew. Any 12-month renewal shall be
considered part of the Engagement Period.
3. SERVICES OF THE CONSULTANT . Consultant shall serve as a Director of
the Company and devote his best efforts and attention in performing
such services for the Company as are consistent with the duties and
responsibilities of the title of Director. These include periodic
meetings and teleconferences to discuss business of the Company. These
activities of the Consultant are hereinafter called the "Services".
4. PLACE OF PERFORMANCE. The Consultant shall perform the Services at the
locations agreed upon by the Consultant and the Company.
5. COMPENSATION.
5.1. FEE.
5.1.1. During the Engagement Period, the Company shall pay to
the Consultant fees for the services of Consultants. The fee shall be $150.00
for each Director's Meeting. It is realized that this fee is not adequate for
the Services to be rendered. Accordingly, Consultant will be awarded equity in
the Company, as noted below.
5.1.2. The fee shall be reviewed no less frequently than
annually and may be increased at the discretion of the Company. Except as
otherwise agreed to in writing by the Consultant, the fee shall not be reduced.
5.2. BONUS. The Consultant shall be eligible for an annual
performance bonus based on the performance of the Company and the contribution
of the Consultant.
5.3. BENEFITS. Compensation provided is intended to include any and
all payments for benefits, if
any, that will be provided to Consultant by the Company.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement,
or have caused this Agreement to be duly executed on their behalf effective as
of the day and year first hereinabove written.
By: /s/ Xx. Xxxx-Xxx Xxxx By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xx. Xxxx-Xxx Xxxx Xxxxxxx X. Xxxxxxxx, Xx.
CDEX Inc. Corp.
Chairman
ADDENDUM TO SERVICES AGREEMENT
Whereas, a Services Agreement was entered into as of October 1,
2001("Services Agreement") by and between CDEx-Inc. Corp., a Nevada corporation
(the "Company") and Xx. Xxxx-Xxx Xxxx (the "Consultant");
Whereas, that Services Agreement called for Consultant to serve a
Director of the Company and had a term of service of two years with automatic
twelve month renewal periods unless otherwise terminated;
Whereas, that Services Agreement provided for compensation for
Consultant in the form of stock in the Company and a small additional cash
amount for each Board of Director's Meeting;
Whereas, the Company desires to maintain the services of Consultant as
a Director and expand those services to provide marketing and strategic advice,
as called upon, for an additional two years without significant expenditure of
cash; and
Whereas Consultant seeks to provide those services with compensation in
the form of Stock of the Company.
According, for xxxx and valuable consideration the sufficiency of which
is recognized and acknowledged by both parties, the Company and Consultant agree
to the provision of this Addendum to the Services Agreement ("Addendum"), as
follows:
l. Consultant agrees to perform the aforementioned services for a
period of two years beginning July 1, 2003 (the Effective Date).
2. Company agrees to pay Consultant an additional forty thousand
(40,000) shares of Class A Common Stock for those services with restrictions and
repayment provisions noted below ("Purchased Shares). The Purchased Shares shall
not be 100% vested until (i) the Purchased Shares becomes subject to an
effective registration statue filed under the Securities Act of 1933, as
amended, and is tradable on an open market pursuant to that registration or (2)
there is a change in control of the Company such that the Purchased Shares are
exchange for stock in the new company that can be traded on an open market.
(Legends shall be placed on the stock certificate reflecting these
restrictions.)
The Consultant understands and acknowledges that the offering and sale
of the Purchased Shares pursuant to this Addendum is intended to be exempt from
registration under the Securities Act, and from qualification under any
applicable state securities law by virtue of Section 4(2) of the Securities Act
and Rule 506 of Regulation D thereunder, on the ground, among others, that no
distribution or public offering of Purchased Shares is to be effected and the
Purchased Shares xxxx be issued by the Company in connection with a transaction
that does not involve any public offering within the meaning of Section 4(2) of
the Securities Act, the rules and regulations of the United States Securities
and Exchange Commission thereunder, or any comparable provision of applicable
securities laws or the rules and regulations of the regulatory authorities
thereunder.
Further, the consultant will acquire the Purchases Shares for
investment for his account and not for the account of any other person and not
with a view toward resale or other distribution thereof. The Consultant
understands that the Purchased Shares have not been under the Securities Act and
application United States state securities laws and, therefore, cannot be resold
unless they are subsequently registered
under the Securities Act and applicable United States securities laws or unless
an exemption from such registration is available. The Consultant further
understands and agrees that, until so registered or transferred pursuant to the
provisions of Rule 144 under the Securities Act, the certificate(s) for the
Purchased Shares shall bear a legend, prominently stamped or printed thereon,
reading substantially as follows:
These securities have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or applicable state
securities laws. These securities have been acquired for investment
and not with a view to their distribution or resale, sad may not be
sold, pledge, or otherwise transferred without an effective
registration statement for such securities under the Securities Act
and applicable state securities laws, or an opinion of satisfactory to
the Company to the effect that such registration is not required.
The Consultant understands and agrees that agree that it is the
Company's intent to take action to authorize all of the Company's issued stock,
including the Purchased Shares, to be tradable on an open market. Consultant
understands and agrees, however, that such actions may not be successful and,
that Rule 144 may not be available as a basis for exemption from registration.
The Consultant, during the course of this transaction and prior to the
execution of this Addendum, has had the opportunity to ask questions of and
receive answers from representatives of the Company concerning the terms and
conditions of the Addendum and to obtain any additional information or documents
relative to the Company, its business and an investment, as the Consultant has
deemed necessary. The Consultant agrees and acknowledges, however, that it has
not been furnished any offering literature or prospectus concerning the Company
other than this Addendum and, in making its decision to acquire the Purchased
Shares hereunder, the Consultant has relied solely upon this Addendum and
independent investigations made by the Consultant. The Consultant acknowledges
that no representations or warranties have been made to the Consultant by the
Company, of any officer, employee, agent or affiliate of the Company, except as
contained in this Addendum.
The Consultant understands and acknowledges that the offering sale of
the Purchased Shares pursuant to this Addendum is intended to exempt from
registration under the Securities Act, and from qualification under any
applicable state securities law by virtue of Section 4(2) of the Securities Act
and Rule 506 of Regulation D thereunder, on the ground, among others, that no
distribution or public offering within the meaning of Section 4(2) of the
Securities Act, the rules and regulations of United States Securities and
Exchange Commission thereunder or any comparable provision of applicable
securities laws or the rules and regulation of the regulations of the regulatory
authorities thereunder.
The Consultant is member of the Board of Directors of the Company, is
sophisticated in financial matters and is able to evaluate the risks and
benefits of the investment in Purchase Shares. The Consultant understands that
his investment in the Purchased Shares is a speculative investment that involves
is high degree of risk. The Consultant can bear the economic risks of this
investment and can afford a complete loss of his investment in the Purchased
Shares. The Consultant is a resident of the State of Maryland.
The Consultant understands and acknowledges that the Purchased Shares
are "restricted securities" under United States securities laws and any
purported transfer of the Purchased Shares in violation of applicable law is
null arid void. The Consultant understands and acknowledges that the Company
may, at its discretion, refuse to register on its share transfer books any
purported transferee of the Purchased Shares in the event of an attempted
transfer thereof in violation of applicable law.
Consultant shall repay part of the shares of the Purchased Shares
received (or other equivalent shares of the Company stock) if, at any time
during the first two years beginning as of Effective Date of this Addendum, the
services of Consultant are terminated by the Company for Cause (as that term is
defined in Section 7.1.1 of the Services Agreement) or the Consultant elects to
no longer, provide substantial services to the Company. In either event, then
within sixty (60) days afterwards, the Consultant shall repay to the Company a
portion of the Consultant Stock in accordance with the following schedule:
(a) if termination occurs during the first year after the
Effective Date, the Consultant shall repay 75% of the
Purchased Shares received; and
(b) if termination occurs during the second year after
the Effective Date, the Consultant shall repay 50% of the
Purchased Shares received.
3. Consultant and the Company Agreement that this terms and
conditions of the Services Agreement continue to be in full force and effect
during the term of this Addendum and are made apart of this Addendum by consent
of both parties.
4. This Addendum may be executed in two or more counterparts,
each of which shall be an original and all of which shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have duty executed this Addendum,
or have caused this Addendum to duty executed on their behalf as of the
Effective Date written above.
By: /s/ Xx. Xxxx-Xxx Xxxx By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Xx. Xxxx-Xxx Xxxx Xxxxxxx X. Xxxxxxx, Xx.
CDEX Inc.
CEO and Chairman
