LEXON, INC.
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into effective the
5th day of January, 2000 by and between Xxxxx Xxxxxxxxx ("Consultant") and
Lexon, Inc. ("Company").
WHEREAS, Consultant is an independent contractor; and
WHEREAS, the Company desires to engage Consultant and Consultant
desires to provide specified general business consulting services not in
connection with fund raising activities to the Company on and subject to the
terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt,
adequacy and sufficiency are acknowledged, the parties agree as follows:
1. Engagement. The Company engages Consultant and Consultant accepts
the engagement from the Company to perform general business, management and
consulting services for the Company upon the terms and conditions of this
Agreement.
2. Scope of Engagement. Consultant agrees to devote his good faith
diligent efforts for the Company to perform such duties and tasks as shall be
assigned to Consultant from time to time by the Company. Consultant shall report
directly to and work under the direct supervision of Xxxxxxx Xxxxx, the
Company's President. Consultant shall perform such other duties as the President
may assign to it from time to time.
3. Term of Engagement. This Agreement shall remain in effect for six
months from the effective date, unless terminated for cause by prior written
notice.
4. Compensation. Consultant shall be paid the following compensation:
(a) Fee. $30,225, payable in 32,500 shares of common stock of
the Company issued at the fair market value of $.93 per share.
(b) No Expense Reimbursement. The fee shall cover all out of
pocket business expenses incurred in accordance herewith, unless the Company
shall approve other expenses on a case by case basis. All expense reimbursements
approved by the Company shall be supported by appropriate receipts. The Company
shall be entitled to deduct from any payments all federal, state and local
income, FICA and other required tax withholdings. Consultant agrees to be solely
responsible for all expenses incurred (unless approved for reimbursement by the
Company in advance) and all taxes applicable to compensation received pursuant
to this Agreement.
(c) No Employee Benefit. Consultant agrees that Consultant shall
have no participation in any employee benefit programs now in effect or
hereafter established by the Company, and Consultant shall not be entitled to
participate in health, accident, and life insurance programs, vacation benefits,
and pension, profit sharing or other employee benefits.
5. Termination. This Agreement may be terminated for cause by prior
notice given by either party.
6. Independent Contractor. Consultant is an independent contractor and
not an employee, partner, joint venturer or other representative of the Company.
Consultant is not under the direct or indirect control of the Company. All
references in the Agreement to "Consultant" includes the Consultant and
Consultant's directors, officers, employees and affiliates.
7. Miscellaneous.
(a) Notices. Any notice, request, demand or other communication
required to be made or which may be given to either party hereto shall be
delivered by certified U.S. mail, postage prepaid, to that party's attention at
the address set forth below or at such other address as shall be changed from
time to time by giving notice hereunder.
(b) Entire Agreement. This document constitutes the complete and
entire employment agreement between the parties hereto with reference to the
subject matters hereof. No statement or agreement, oral or written, made prior
to or at the signing hereof, and no prior course of dealing or practice by
either party shall vary or modify the written terms hereof.
(c) Headings. The headings and captions contained in this
Agreement are for ease and convenience of reference only and shall not be deemed
for any purpose to affect the substantive meaning of the rights and duties of
the parties hereto in any way.
(d) Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
(e) Counterparts. This Agreement may be executed in multiple
counterparts, each of which has the same text and each of which shall be deemed
an original for all purposes, but together they constitute one single and the
same agreement.
(f) Amendments. 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.
(g) Applicable Law. This Agreement shall be governed by and
construed in accordance with Oklahoma law.
(h) Resolution of Disputes. The parties agree to resolve all
disputes arising under or in connection with this Agreement by final and binding
arbitration, which either party may initiate 60 days after the parties have
failed to reach a mutually acceptable agreement after negotiating in good faith
to do so. The arbitration shall be conducted in accordance with the Commercial
Rules of Arbitration of the American Arbitration Association, held in Tulsa, OK.
(i) Additional Documents. The parties hereto shall enter into
and execute such additional agreements, understandings, documents or instruments
as may be necessary to implement the intent of this Agreement.
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(j) Cumulative Remedies. The remedies of the parties as set
forth herein are cumulative and may be exercised individually or together with
one or all other remedies, and are not exclusive but instead are in addition to
all other rights and remedies available to the parties at law or in equity.
(k) Severability. If any provision of this Agreement or the
application thereof to any person or circumstances shall be held invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of such provisions to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.
(l) Waiver. The failure of a party to enforce any provision of
this Agreement shall not constitute a waiver of such party's right to thereafter
enforce such provision or to enforce any other provision at any time.
IN WITNESS WHEREOF, the parties hereto have duly caused this
Agreement to be executed effective this 5th day of January, 2000.
Lexon, Inc.
/s/ XXXXX XXXXXXXXX By: /s/ XXXXXXX XXXXX
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Xxxxx Xxxxxxxxx, Individually Xxxxxxx Xxxxx, President
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