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EXHIBIT 10.61
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT is entered into by and between
Xxxxx Industries, Inc. ("Xxxxx Industries") and Scientific NRG, Incorporated
("Scientific") on this 28th day of February 1997 to be effective as of January
1, 1997.
WHEREAS, Scientific has requested that Xxxxx Industries provide Scientific
with administrative services; and
WHEREAS, Xxxxx Industries desires to provide Scientific with
administrative services upon the terms and conditions set forth herein.
NOW THEREFORE, for and in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Xxxxx Industries agrees to provide Scientific with administrative services
for the calendar year 1997. The administrative services to be provided hereunder
include accounting services, payroll services, employee benefits administration
services, use of computer equipment and software, temporary manufacturing
employees, manufacturing space, warehouse space, telephone equipment, and
utilities.
2. Scientific agrees that the services contracted for herein are reasonably
worth Five Thousand Dollars ($5,000) per month or a total of $60,000 for the
term of this Agreement. Scientific agrees to pay Xxxxx Industries monthly, in
arrears, for the services rendered hereunder.
3. This Agreement will automatically terminate on December 31, 1997, unless
renewed or extended by the parties hereto.
4. Scientific and Xxxxx Industries agree that the services provided herein
shall be performed by Xxxxx Industries, its officers, employees and/or agents
from time to time under the direction and supervision of Scientific's officers
and directors.
5. This agreement contains the entire agreement between the parties hereto
and supersedes any and all prior agreements, arrangements, or understandings
between the parties relating to the subject matter hereof
6. If any part of this agreement is deemed to be unenforceable the balance of
the agreement shall remain in full force and effect.
7. A facsimile, telecopy or other reproduction of this agreement may be
executed by one or more parties hereto and such executed copy may be delivered
by facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered
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valid, binding and effective for all purposes. At the request of any party
hereto, all parties agree to execute an original of this agreement as well as
any facsimile, telecopy or other reproduction hereof.
8. Time is of the essence in performance of this agreement and of each and
every provision hereof.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first written above.
Scientific NRG, Incorporated,
a Minnesota corporation
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
Xxxxx Industries, Inc.,
a California corporation
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: President
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