Oak Ridge Micro-Energy, Inc.
0000 Xxxx Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, XX 00000
December 1, 2003
Xxxxxxx Xxxxxxx
000 Xxxx 00xx Xxxxxx, Xxx. 00
Xxx Xxxx, XX 00000-0000
Re: Letter Agreement with Oak Ridge Micro-Energy, Inc., a Colorado
corporation (the "Company"), pursuant to which you are proposed be engaged as
a Consultant to the Company
Dear Xx. Xxxxxxx:
During our recent meeting in New York City, we discussed our
Company, its technology and its goals for the immediate future, along with
your background, qualifications and requirement of engagement, and our mutual
desire to engage you as a Consultant to our Company. The following is our
proposal to engage you as a Consultant to us pursuant to this Letter Agreement
and based upon our recent meeting and subsequent correspondence and telephone
conversations, which, if accepted by you, will be submitted to our Board of
Directors for ratification and approval.
Term
The Term of this Letter Agreement shall be a period of 12 months, to
commence on the acceptance and ratification of this Letter Agreement by our
Board of Directors.
Services
You will be required to commit up to 80 hours per month during the
Term, and generally, your services shall include, but shall not be limited to:
1. Assisting us in implementing our goals of development of our
technology;
2. Providing advices with respect to Board of Director and
executive officer qualifications, and introducing qualified persons who may
serve in these capacities with our Company and whose experience, business
relationships and qualifications will enhance our present and future plans;
3. Provide us advice respecting our technology related to the
products that can be formulated from our technology, related services and
marketing activities, business development, governmental affairs,
administrative structure and fiscal affairs;
4. Introduce us to potential partners who can assist us in
meeting our goals; and
5. To provide us with such other services related to any of the
forgoing or areas of interest developed as a result of any of the foregoing
services that are rendered.
Limitation on Services
You shall not render any "capital raising" services for us under
this Letter Agreement. "Capital raising" services includes those types of
services that are obviously "capital raising" services by their result, and
also includes but is not limited to any promotional or public relations
services that tend to promote or maintain the public trading market for our
common stock that is traded on the OTC Bulletin Board. In this regard, you
will not, without the prior written permission of our Company, cause any Press
Release or other public announcement to be made that includes any reference to
our Company or its technology or otherwise; nor will you assist or participate
in obtaining any public recommendations of our Company by any public relations
firms or persons or entities that recommend securities for purchase or
investment.
Compensation
Your total compensation for all services rendered under this Letter
Agreement shall be 245,000 shares of our common stock that will be registered
on Form S-8 of the Securities and Exchange Commission at our sole cost and
expense.
Resale Conditions of Compensatory Securities
All sales of any shares of common stock issued to you hereunder
shall be required to be resold by you in compliance with the "brokers'
transaction" and "manner of sale" requirements of Rule 144 of the Securities
and Exchange Commission for a period of one year from their issuance; and all
stock certificates to represent any of these shares of common stock shall be
imprinted with a legend to this effect, with us to set reasonable guidelines
to monitor compliance with these resale requirements.
Costs
Unless otherwise agreed by our in writing by our President, all
costs incurred by you shall be at your own cost and expense, and shall not be
the responsibility of the Company.
Independent Contractor
You shall act as an Independent Contractor as that term is generally
defined in corporate law, and you shall be fully responsible for all
withholding taxes, social security payments and similar costs of an employer
as though you were self employed.
Weekly Telephone Conference
We shall, weekly, confer respecting the services that you have
rendered to or for our benefit.
Monthly Report
Monthly, you shall be required to submit a written summary of the
services that you have rendered to or for our benefit, along with any
recommendations that you may have to us.
Inability to Bind Us
You shall have no authority to act for us in any manner, except to
provide us with the services outlined herein. You cannot bind us to any
contract or agreement without the prior written approval of our Board of
Directors.
Governing Law
This Letter Agreement shall be made, interpreted under and enforced
only in the federal and state courts of the State of Utah.
Termination
Either party may terminate this Agreement on 30 days written notice to the
other, provided, however, such Termination shall have no effect on any earned
compensation hereunder.
Default
In the event of any default hereunder and the commencement of legal
proceedings to enforce the terms and conditions of this Letter Agreement, the
prevailing party in any such action shall be entitled to recover all
reasonable costs and attorney's fees incurred in any such proceedings.
Lack of Adverse Actions
Our legal counsel has completed a preliminary background check of
your name to determine whether you have been the subject of any enforcement
action brought by the Securities and Exchange Commission or any state agency,
or whether you have ever been convicted of a criminal offense other than a
misdemeanor offense. He has found no such proceedings or crimes, and your
execution and delivery of this Letter Agreement is your affirmative
representation that this information is true and correct, and that to your
knowledge, no such actions are presently being contemplated against you.
If the foregoing meets with your approval, please sign below, and
this Letter Agreement will be submitted to our Board of Directors.
Sincerely,
/s/ Xxxx Xxxxxxxxxx, President
Accepted:
Dated: 12/1/2003.
/s/ Xxxxxxx Xxxxxxx
Consent of Directors
The undersigned directors of Oak Ridge Micro-Energy, Inc., a
Colorado corporation (the "Company"), acting pursuant to the Colorado
Corporations and Associations Act and the Bylaws of the Company, do hereby
adopt and ratify the foregoing Letter Agreement; authorize the 245,000 shares
of common stock of the Company to be issued in payment of all services to be
rendered thereunder; and authorize the filing of the S-8 Registration
Statement with the Securities and Exchange Commission to register the shares
of common stock.
Dated: 12/1/03
/s/ Xxxx Xxxxxxxxxx,
Dated: 12/2/03
/s/ Xxxx X. Xxxxx, Director
December 1, 2003
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