EXHIBIT 10.1
SERVICES AGREEMENT
This Agreement, effective this 5th day of December, 1996, is entered into by and
between NEROX ENERGY CORP. ("Client"), with the mailing address of 000 Xxxx
Xxxxxxxx Xxxxxxxxx, Xxxxx X, Xxxxxx, Xxxxxxxxxx 00000, and M.A. XXXXXXXXX
INVESTMENT CORPORATION, ("CONSULTANT"), with the mailing address of 00000
Xxxxxxx Xxxxxxxxx, Xxx 000, Xxxxxx, XX 00000, telephone (000) 000-0000.
1. SERVICES. Client desires, and Consultant is willing to continue providing,
consultant services 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.
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, for the payment of all wages and salaries payable to his
personnel, and the cost of providing 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 Three Hundred Fifty Thousand (350,000) 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 filing 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 or 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 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.
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).
(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: M.A. XXXXXXXXX INVESTMENT CORPORATION
____________________________
Xxxxxx Xxxxxxxxx, President
EXHIBIT A
DESCRIPTION OF SERVICES
Pursuant to the terms of the Services Agreement dated December 5, 1996,
Consultant hereby agrees to provide the following Services to Client:
1. Perform a comprehensive review and analysis of such financial and other
factors as deemed appropriate, including, among other things:
a. the historic and current financial positions and results of operations
of Client;
b. The business prospects of Client;
c. a comparative analysis of Client, vis-a-vis other companies within
Client's industry sector; and
d. Client's operating projections;
2. Prepare a written research report of Client and establish a strategic
dialogue with Client's management to explore strategies for increasing
shareholder value;
3. Assist Client as a financial advisor in implementing any strategies Client
chooses to implement;
4. Advise Client with respect to all requirements for NASDAQ listing, develop
strategies for satisfying such requirements and introduce Client to such firms
or persons as may be appropriate to develop a group of market makers, stock
analysts and fund managers; and
5. Provide such other and further financial advisory consulting services as
may be mutually agreed upon between Client and Consultant from time to time.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
NEROX ENERGY CORPORATION
By:
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Its
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REGISTERED HOLDER
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M.A. Xxxxxxxxx Investment Corporation
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(print name)
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
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(street address)
Xxxxxx, XX 00000
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(city) (state) (zip)
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(social security or employer ID number)
