EXHIBIT 10.2
SERVICES AGREEMENT
This Agreement, effective this 27th day of February, 1998, is entered into
by and between NEROX ENERGY CORP. ("Client"), with the mailing address of 00000
Xxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000, Pacific Edge Group
("Consultant"), with the mailing address of 000 Xxxxxxx Xxxx, Xxxxx 0, Xxx
Xxxxxxxx, XX 00000.
1. SERVICES. Client desires, and Consultant is willing to provide services
for Nerox Energy Corporation, of the nature and type requested by Client in the
areas of Consultant's practice and expertise, during the term described below
(the "Services"). Upon the reasonable request of Client, Consultant shall
provide Client with future Services pursuant to the terms and conditions of this
Agreement. Consultant shall provide marketing brochures, promotional kits and
sales aids and videos to be distributed to brokers, market makers and potential
investors and shareholders.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel with any fringe benefits to which they may be entitled by reason
of being personnel of Consultant. Consultant shall also be responsible for
withholding payroll taxes from the wages and salaries paid to his personnel and
the payment of all payroll taxes relating to their employment to government
agencies and shall provide xxxxxxx'x compensation insurance, unemployment
insurance and any other insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Five Hundred Thousand (500,000) shares of the
common stock of Client, which shall be issued to Consultant as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after
the shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for delay in performance of their obligations hereunder
if such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party
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can terminate and the verifiable fees and costs owed Consultant by Client shall
become a lien against the assets of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period. Client shall issue an additional 500,000
shares of stock if consultant has rendered and continues to render services
beneficial to client which shall include obtaining new corporate opportunities
and thus increasing the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification
only and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
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(f) If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By:___________________________________________________________
Its:____________________________________________________________
CONSULTANT:
PACIFIC EDGE GROUP
BY: ____________________________________________________________
Xxxxxxx X. Xxxxxx, President
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