LETTER OF UNDERSTANDING
FOR PROPOSED AGREEMENT
This Letter of Understanding (XXX) is entered into effective March 1, 1999
between Consultant: Performance Improvement International (PII), 000 X.
Xxxxxx, Xxx Xxxxxxxx, XX 00000 and Client: Nurescell Inc., 0000 Xxxx Xxxxxx,
00xx Xxxxx, Xxxxxx XX, 00000.
SCOPE OF WORK
Consultant will consult with and advise in the following matters:
1. Marketing analysis and salability analysis of high demand segments in
the nuclear industry (commercial power, uranium production and DOE
nuclear facilities).
2. Development of product and material specifications that can meet the
demand of radiation shielding and safety applications in nuclear power
stations and nuclear medical encapsulation applications.
3. Formation of high-level industry committees to help review the
specifications.
4. Facilitation of endorsement of the products and materials to the
nuclear industry.
PURPOSE OF THE SERVICE
The service provided by Consultant and his team will help Nurescell to
finalize the products and to obtain quick access to key design and marketing
information, responsible management personnel and NRC officials that are
needed to develop and capture the application identified by Nurescell and
Consultant in a cost-effective and timely manner, the estimated $2 to $3
Billion Dollars per year radiation shielding market in the nuclear industry.
FEES AND EXPENSES
Consultant will be reimbursed for actual expenses incurred (not to exceed
$125,000.00 per year) based upon duration of three years. Nurescell must
approve all expenses. Consultant will receive 15% of the net revenue derived
from the nuclear industry, (commercial power, uranium production, Department
of Energy nuclear facilities and nuclear medical encapsulation). The 15% will
be payable to Performance Improvement International within 30 days from the
receipt of payment to Nurescell from the contract derived from Consultant.
A retainer will be paid to Consultant by way of a stock option of 200,000
Nurescell shares at $3.00 per share. This option is immediately available to
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Consultant upon Consultant forming a nuclear power committee with qualified
power plant managers etc. This option would be instrumental in delivery to
Nurescell $2 to $3 Billion in business per year in radiation shielding and
other applications in the nuclear industry.
PROGRESS REPORT
Consultant will submit a monthly progress report and hold monthly progress
meetings with Nurescell Management.
PAYMENT
Future payments will be made on a monthly basis with 30 days upon receipt of
invoice. Expenses will be reimbursed within 30 days upon receipt of invoice.
Late payment is subject to 8% APR interest.
COMPETITIVE ACTIVITIES
During the term of this agreement Consultant shall not, directly or
indirectly, either as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director, or in any other individual
or representative capacity, engage or participate in any business that is in
competition in any manner whatsoever with the business of Nurescell Inc.
UNIQUENESS OF CONSULTANT'S SERVICES
Consultant hereby represents and agrees that the services to be performed
under the terms of this contract are of a special, unique, unusual,
extraordinary, and intellectual character that gives them a peculiar value,
the loss of which cannot be reasonably or adequately compensated in damages
in an action at law. Consultant therefore expressly agrees that Nurescell, in
addition to any other rights or remedies that Nurescell may possess, shall be
entitled to injunctive and other equitable relief to prevent or remedy a
breach of this contract by Consultant.
TRADE SECRETS
(a). The parties acknowledge and agree that during the terms of this
agreement and in the course of the discharge of his duties hereunder,
Consultant shall have access to and become acquainted with information
concerning the operation and processes of Nurescell, including without
limitation, financial, personnel, sales, scientific, and other information
that is owned by Nurescell and regularly used in
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the operation of Nurescell's business, and that such information constitutes
Nurescell's trade secrets.
(b). Consultant specifically agrees that he shall not misuse, misappropriate,
or disclose any such trade secrets, directly or indirectly, to any other
person or use them in any way, either during the term of this agreement or at
any other time thereafter, except as is required in the course of his
agreement hereunder.
(c). Consultant acknowledges and agrees that the sale or unauthorized use or
disclosure of any of Nurescell's trade secrets obtained by Consultant during
the course of this agreement, including information concerning Nurescell's
current or any future and proposed work, services or products, the facts that
any such work, services, or products are planned, under consideration, or in
production, as well as any descriptions thereof, constitute unfair
competition. Consultant promises and agrees not to engage in any unfair
competition with Nurescell, either during the term of this agreement.
(d). Consultant further agrees that all files, records, documents, drawings,
specifications, equipment, and similar items relating to Nurescell's business
whether prepared by Nurescell or others, are and shall remain exclusively the
property of Nurescell and that they shall be removed from the premises of
Nurescell only with the express prior written consent of Nurescell's Board of
Directors.
TERMINATION OF EMPLOYMENT
TERMINATION FOR CAUSE
(a). Nurescell reserves the right to terminate this agreement if consultant
willfully breaches or habitually neglects the duties which he is required to
perform under the terms of this agreement; or commits such acts of
dishonesty, fraud, misrepresentation or other acts of moral turpitude would
prevent the effective performance of his duties.
(b). Nurescell may at its option terminate this agreement for the reasons
stated above by giving forty-five (45) days written notice of termination to
Consultant without prejudice to any other remedy to which Nurescell may be
entitled either at law, in equity, or under this agreement.
(c). The notice of termination required by this section shall specify the
ground for the termination and shall be supported by a statement of all
relevant facts.
(d). Termination under this section shall be considered "for Cause" for the
purposes of this agreement.
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TERMINATION WITHOUT CAUSE
(a). This agreement shall be terminated upon the death of Consultant.
(b). Nurescell reserves the right to terminate this agreement not less than
six (6) months after Consultant suffers any physical or mental disability
that would prevent the performance of his duties under this agreement. Such
a termination shall be effected by giving forty-five (45) days written notice
of termination to Consultant.
(c). Termination under this section shall not be considered "for Cause" for
the purposes of this agreement.
EFFECT OF MERGER, TRANSFER OF ASSETS, OR DISSOLUTION
(a). This agreement shall be terminated by any voluntary or involuntary
dissolution of Nurescell provided, however, that if said dissolution is the
result of either a merger or consolidation in which Nurescell is not the
consolidated or surviving corporation, or a transfer of all or substantially
all of the assets of Nurescell, then at the option of Consultant he shall be
entitled to be paid the balance remaining under this agreement as a
condition precedent to the above-specified events.
PAYMENT ON TERMINATION
Consultant may terminate his obligations under this agreement by giving
Nurescell at least a two (2) months notice in advance.
Signed under seal this 1st day of March, 1999 at , California.
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This letter of understanding will be replaced with a complete detailed
agreement based on the points mentioned and agreed upon in this XXX. This XXX
will be in effect for 60 days and be governed by the laws of the State of
California.
CONSULTANT: NURESCELL:
Performance Improvement International
/s/ Xxxxx Xxxx /s/ Xxxxxx Xxxxxx
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By Xx. Xxxxx Xxxx, President By Xx. Xxxxxx Xxxxxx, President
Cc: Xxxx Xxxxxxx
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