EXHIBIT 10.2
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AGREEMENT between Argen Corporation ("Argen") and JOREN LLC. ("JOREN").
WHEREAS Argen Corporation is a development stage company that has no
specific business plan and intends to merge, acquire or otherwise combine
with an unidentified company (the "Business Combination");
WHEREAS Joren assisted in the incorporation of Argen;
WHEREAS Joren is a shareholder of Argen Corporation and desires that
Argen Corporation locate a suitable target company for a Business Combination;
WHEREAS Argen Corporation desires that Joren assist it in locating a
suitable target company for a Business Combination;
NOW THEREFORE, it is agreed:
1.00 ACTIONS BY JOREN. Joren LLC agrees to assist in:
1.01 The preparation and filing with the Securities and Exchange Commission
of a registration statement on Form 10-SB for the common stock of Argen;
1.02 The location and review of potential target companies for a Business
Combination and the introduction of potential candidates to Argen;
1.03 The preparation and filing with the Securities and Exchange Commission
of all required filings under the Securities Exchange Act of 1934 until Argen
enters into a Business Combination;
2.00 PAYMENT OF Argen Corporation EXPENSES. Joren agrees to pay on behalf
of Argen Corporation all corporate, organizational and other costs incurred
or accrued by Argen Corporation until effectiveness of a Business Combination.
Joren understands and agrees that it will not be reimbursed for any payments
made by it on behalf of Argen.
3.00 INDEPENDENT CONSULTANT. Joren is not now, and shall not be, authorized
to enter into any agreements, contracts or understandings on behalf of Argen
Corporation and Joren is not, and shall not be deemed to be, an agent of Argen.
4.00 USE OF OTHER CONSULTANTS. Argen Corporation understands and agrees
that Joren intends to work with consultants, brokers, bankers, or others to
assist it in locating business entities suitable for a Business Combination
and that Joren may share with such consultants or others, in its sole
discretion, all or any portion of its stock in Argen Corporation and may make
payments to such consultants from its own resources for their services.
Argen Corporation shall have no responsibility for all or any portion of such
payments.
5.00 JOREN EXPENSES. Joren will bear its own expenses incurred in regard to
its actions under this agreement.
6.00 ARBITRATION. The parties hereby agree that any and all claims (except
only for requests for injunctive or other equitable relief) whether existing
now, in the past or in the future as to which the parties or any affiliates may
be adverse parties, and whether arising out of this agreement or from any other
cause, will be resolved by arbitration before the American Arbitration
Association within the State of Florida.
7.00 COVENANT OF FURTHER ASSURANCES. The parties agree to take any further
actions and to execute any further documents which may from time to time be
necessary or appropriate to carry out the purposes of this agreement.
8.00 PRIOR AGREEMENTS. This agreement constitutes the entire agreement
between the parties and memorializes the prior oral agreement between the
parties and all understandings between the parties pursuant to such oral
agreements are recorded herein. The effective date herein is as of the earliest
date of the oral agreement between the parties.
9.00 EFFECTIVE DATE. The effective date of this agreement is as of November
8, 1999.
IN WITNESS WHEREOF, the parties have approved and executed this agreement.
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Argen Corporation
/s/ Xxxxxx Xxxxxxxx
President
JOREN LLC
/s/ Xxxxxx Xxxxxxxx
President
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