EXHIBIT 10.1(b)
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 XXXX XXXXX
("Attorney"), with the mailing address of 00000 Xxx Xxxxxx, Xxx 000, Xxxxxx, XX
00000.
1. SERVICES. Client has already received substantial legal services from
Attorney, including the benefit of out of pocket costs advanced for and on
behalf of Client. Client desires disposing of the debt owed Attorney. Client
desires, and Attorney is willing to continue providing, legal services of the
nature and type requested by Client in the areas of Attorney's practice and
expertise, during the term described below (the "Services"). Upon the
reasonable request of Client, Attorney 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 Attorney to Client, shall be considered the agents, consultants,
contractors or employees of Attorney. The relationship between Attorney and
Client is solely one of independent contractor. Attorney 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 Attorney to be an employer/employee relationship. Attorney 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 Attorney. Attorney 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.
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3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Attorney the sum of Four Hundred Fifty Thousand (450,000) shares of the
common stock of Client, which shall be issued to Attorney as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof. The 450,000 shares shall be
consideration paid to attorney for services rendered Client through December 31,
1996. Any legal fees and costs incurred after December 31, 1996 shall be paid
in cash to attorney.
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 Attorney. Said filing shall occur as soon as practical after the
shares have been issued to Attorney, and Attorney agrees to cooperate in full
with Client in making such filing.
5. INABILITY TO PERFORM. Attorney 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 Attorney 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
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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.
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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: _________________________
ATTORNEY:
____________________________
XXXX XXXXX
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