CONSULTING AGREEMENT
This Agreement, entered into as of April 28,1997, acknowledges and confirms the
terms of our corporate finance agreement (the "Agreement") as follows:
1. ARXA International Energy Inc., with its principal place of business
located at1331 Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (the "Company"), hereby
engages Meersbrook LTD., P.O. Box 566, Charlestown, Nevis, a Westindies
corporation (the "Consultant") and Consultant hereby agrees to render services
to the Company as its corporate finance consultant.
2. During this term of this Agreement:
(a) Consultant shall provide advice to, and consult with, the
Company concerning financial planning, corporate organization and structure,
private and public equity and debt financing, and shall review and advise the
Company regarding its overall progress, needs and financial condition. Said
advise and consultation shall be provided by Consultant to the Company in such
form, manner and place as the Company reasonably requests except that Consultant
shall provide such services from its principle places of business during such
hours as may be determined by Consultant.
(b) The services of Consultant are non-exclusive and subject to
paragraph 5 hereof, Consultant nay render services of the same or similar
nature, as herein described, to an entity whose business is in competition with
the Company, directly or indirectly.
3. The Company shall pay to Consultant for its consulting services
hereunder the sum of 112,500 shares of Common Stock to be registered pursuant to
an S-8 filing. In lieu of the cash consideration.
4. The term of this Agreement shall be for two (2) years commencing on the
Closing (the "Term").
5. Consultant will not disclose to any other person, firm, or corporation,
nor use of its own benefits, during or after the term of this Agreement, any
trade secrets or other information designated as confidential by the Company
which is acquired by Consultant in the course of performing services hereunder.
(A trade secret is information not generally known to the trade which gives the
Company an advantage over its competitors. Trade secrets can include, by way of
example, products or services under development, production methods and
processes, sources of supply, customer lists, marketing plans and information
concerning the filing or pendency of patent applications).
6. The Company agrees to indemnify and hold Consultant, its affiliates,
control persons, officers, employees and agents (collectively, the "Indemnified
Persons") harmless from and against all losses, claims, damages, liabilities,
costs or expenses (including reasonable attorneys' and accountants' fees) joint
and several arising out of the performance of this Agreement, whether or not
Consultant is a party to such dispute. This indemnity shall not apply, however,
where a court of competent jurisdiction has made a final determination that
Consultant engaged in gross recklessness and willful misconduct in the
performance of its services hereunder which gave rise to the loss, claim,
damage, liability, cost or expense sought to be recovered hereunder ( but
pending any such final determination, the indemnification and reimbursement
provision of this Agreement shall apply the Company shall perform its
obligations hereunder to reimburse Consultant for its expenses).
The provisions of this paragraph (6) shall survive the termination and
expiration of this Agreement.
7. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any prior
communications, understandings, and agreements between the parties. This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties.
8. This Agreement shall be governed by the laws of the State of Delaware.
Any dispute arising out of this Agreement shall be adjudicated in the courts of
the State of Delaware or in the federal court in the State of Delaware, and the
Company hereby agrees that service of process upon it by registered mail at the
address shown in this Agreement shall be deemed adequate and lawful.
9. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
____________, 1997.
MEERSBROOK LTD
By:____________________________
Title: ___________________________
ACCEPTED AND AGREED to this
_______ day of __________, 1997
ARXA INTERNATIONAL ENERGY INC.
By: ________________________
Name: Xxxxxxx Xxxxxx
Title: President
