EXHIBIT 10.7
TRANSITIONAL EMPLOYER AGREEMENT
This agreement is made and executed by and between the U.S. Department of
Veterans Affairs Long Beach Medical Center (hereinafter referred to as
V.A.) and NuTek Inc. - Century Clocks (hereinafter referred to as Principal),
located at 00000 Xxxxxxxxx Xxxxx # 000 Xxxx Xxxxxx, XX 00000 Fax (000) 000-0000
Background: The V.A. would like to provide appropriate work therapy for
veterans with disabilities. Principal recognizes the need to provide work for
veterans with disabilities, and the two parties would like to develop a
project to provide these work opportunities.
1. Project Scope
Labor: V.A. will provide workers from the Compensated Work Therapy
(C.W.T.) Program to perform the following duties: clock manufacture & assembly
Materials and Facilities: For the aforementioned project, Principal shall
provide to V.A., work space, equipment, and supervision except for the
following:
N/A
Cost: The cost to Principal for V.A. workers to perform the work will be $6.50
per hour Any hours over 40 per week will follow conditions outlined by federal
labor laws. Principal agrees to pay the amount stated, subject to the
conditions specified herein.
BILLING: Xxxxxxxx shall be made on a bi-monthly basis for the total hours
worked during the month. Payment is due upon receipt of an invoice and is
considered delinquent (30) days after receipt. Checks shall be made to
"V.A. Account 36X4048", and shall included the xxxx number on the billing
notice.
Payments shall be mailed with invoice copy to:
Veterans Industries (10/1 17V)
VA Long Beach Health System
0000 X. 0xx Xxxxxx
Xxxx Xxxxx, XX 00000
RECORD KEEPING and VERIFICATION: The work site supervisor shall verify the
hours worked be each V.A. C.W.T. worker at the end of each week. The Principal
shall assign work to V.A. C.W.T. worker within the scope of specifics noted
in this agreement. The Principal shall plan work hours, days and assignments
for V.A. C.W.T. worker in cooperation with V.A. C.W. T. Program Representative.
The workers timecard hours will be faxed by the employer each Monday to Fax #
(000) 000-0000 to insure prompt payment for workers.
2. Independent Contractor
It is agreed that V.A. shall be an independent contractor with respect to
Principal. It is explicitly agreed that patients, volunteers, and V.A.
staff who are involved with the project are in no event to be considered
employees, agents of servants of the Principal.
3. Term and Termination
TERM: The term of this agreement shall be from 5-24-99 to 5-24-02. Unless
terminated by either party prior to 5-24-02.
TERMINATION: This agreement shall be binding on the parties herein
unless either party it necessary to terminate this agreement.
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4. Miscellaneous
SAFETY: Principal agrees to comply at its expense with safety, health and
work laws, regulations and rules. Principle will also ensure compliance with
safe work practices and use of protective equipment as required by federal,
state and local governments.
INJURY: Veterans will return to the V.A. for non-life threatening medical
conditions which may arise. If the requirement for treatment is not urgent
and the veteran is able, the veteran should use his or her own means of
transportation to return to the V.A Medical Center.
For non-life threatening but urgent medical problems, the principal shall
contact Xxx Xxxxxxxx at (000) 000-0000 or Xxxxxx Xxxxx, Compensated Work
Therapy Manager at (000) 000-0000, extension 2118. If unable to reach either
of the aforementioned, contact the Chief, Vocational Rehabilitation Therapy
(000) 000-0000.
IN THE EVENT OF A LIFE THREATENING EMERGENCY DIAL 911. Expense for
transportation and treatment will be born by the V.A.
RISK OF LOSS: The Department of Veterans Affairs shall not be liable for any
loss or damage to the principals property or expenses incidental to such loss
or damage, except that the United States shall be responsible for any such loss
or damage, not covered by insurance or for which the Principal is not otherwise
reimbursed, which is caused by the negligent or wrongful act or omission of a
V.A. C.W.T. worker acting within the scope of his or her employment, but only
to the extent permitted by and in accordance with the procedure of the Federal
Tort Claims Act.
All participants in the C.W.T. program will be veterans undergoing treatment by
V.A. and are entitled to benefits as such, including treatment and/or
compensation as appropriate for injuries suffered. They shall not be held or
considered as employees of V.A. or private industries with whom contractual
arrangements have been entered. The C.W.T. participants are in a prescribed
therapeutic treatment program, and are not covered by Workers Compensation --
but are covered by the V.A.
TOOLS and EQUIPMENT;
The principal will provide special tools and/or equipment required for the
Tools or equipment of a general nature will be the responsibility of V.A.
Definitions of "special" and "general' will he negotiated. List of tools
supplied: None.
TAX: V.A. C.W.T. workers are participants receiving treatment in
a vocational rehabilitation program. V.A. is responsible for all income
reporting. The Principal is not responsible for social security, federal
and state income taxes. Any other federal, state and local taxes that would
be applicable to this agreement will be the responsibility of the Principal.
ALTERATIONS: This agreement may not be altered or amended except
by written agreement.
ENTIRETY: This agreement is the entire agreement and supersedes any previous
agreement of representation with respect to the subject matter between
Principal and V.A.
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AGREEMENT RE: CHANGE OF MANAGEMENT OF Nutek Inc.
This Agreement Regarding Change of management of NuTek, Inc., ("Nutek") is made
and entered into by and among, Xxxxxxx Xxxx ("Xxxx'), having his principal
place of business at 00000 Xxxxxxxxx Xxxx., #X-000, Xxxxxx XX 00000 and
Xxxxxx X.Xxxxxxx ("Xxxxxxx"), an individual, having his principal office at
0000 X. Xxxxx Xxx., #000, Xxxxx Xxx, Xxxxxxxxxx 00000.
RECITALS
NuTek is a publicly traded Nevada corporation listed on the Over-The-Counter
Bulletin Board ("OTCBB"), under the trading symbol "NUTK", its CUSIP Number
is 670589-10-0.
X. Xxxxxxx at the present time effectively manages NuTek and is its
President, Chief Executive Officer and Chairman of its Board of
Directors.
X. Xxxx desires to acquire effective management of NuTek and be and become
its President, CEO and Chairman of its Board of Directors, in
consideration of his undertakings, warranties, representations,
indemnifications and agreements set forth below. Solely in reliance
thereon, Xxxxxxx is willing to turn over effective management of NuTek to
Xxxx. Xxxx expressly understands and agrees that Xxxxxxx would not permit
Xxxx to obtain such effective management of NuTek if any representation or
warranty made herein by Xxxx is materially false or known by Xxxxxxx to
be materially false.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and upon the mutual
covenants and conditions hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which Xxxx hereby acknowledges,
Xxxx makes the representations, warranties, and covenants to Xxxxxxx, set forth
below, in order to induce him to turn over effective management of NuTek, and
the parties mutually agree as follows:
SECTION ONE
Receipt of Financial and Operations Information
Xxxx acknowledges that there has been made available to him, during the course
of this transaction and prior to the execution of this agreement, the
Audited financial Statements of NuTek for years ending December 31, 1995
and 1996; that he has been furnished with all materials requested by him; that
all inquires of NuTek and Xxxxxxx concerning NuTek and its activities and all
other matters relating to the operations of NuTek have been satisfactorily
answered by Xxxxxxx and NuTek; that he has received all the information both
oral and written desired by him; and, that he expressly agrees to accept
effective management of NuTek upon the basis hereinafter set forth on an "as is
condition" without any warranties, representations, or indemnifications from
Xxxxxxx, NuTek, its officers and directors of any kind, nature or description.
SECTION TWO
Status of New Lift, Inc. Representations
Xxxx understands, recognizes and agrees (1) that New Lift, Inc. (("New Lift")
an Oklahoma corporation is a wholly owned subsidiary of NuTek; (2) that the
assets and liabilities of New Lift and/or the corporate entity or both, has
been or will be disposed of by NuTek, either prior to or concurrent with the
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effective date of this agreement; that such disposition benefits NuTek and its
shareholders by elimination of New Lift's substantial liabilities which
substantially exceed its assets and pose a serious contingent liability to
NuTek; (3) that NuTek has forgiven the debt owed to it by New Lift; and, (4)
that upon execution of this Agreement, all claims and rights of any kind,
nature, or description related in any way to such disposition of New Lift are
expressly waived, including, but without any limitation, rights and claims to
New Lift's assets whether covered by NuTek's audited consolidated financial
statements or otherwise verified solely by Xxxxxxx.
SECTION THREE
Knowledge and Experience Representations
Xxxx has such knowledge and experience in business and financial matters that he
is capable of evaluating NuTek and its operations and the activities thereof and
the risks and merits of assuming effective management of NuTek and of making an
informed decision thereon.
SECTION FOUR
Payment of Liability to Xxxxxxx and Xxxxxx Xxxxxxx Covenant
Xxxx recognizes and agrees that NuTek is indebted to Xxxxxx and Xxxxxxx Xxxxxxx
for funds loaned and/or advanced to NuTek and for back compensation. Xxxx
covenants that he will cause the new Directors to issue 600,000 shares of its
fully paid nonassessable stock in full payment therefore calculated the same as
if NuTek had already made a one share for ten share reverse split of its
outstanding stock as of the date hereof, regardless of the effective date of
such split all as more fully set forth in Exhibit "A" attached hereto.
SECTION FIVE
Acquisition Covenant
Xxxx has caused the shareholders of International Licensing Group, Inc. ("ILG")
to agree to sell to NuTek 100% of the outstanding common stock of such
corporation consisting of 4,800,000 fully paid and nonassessable shares, in
consideration that NuTek will issue 1,600,000 shares of its fully paid
non-assessable stock in exchange therefore calculated the same as if NuTek had
already made a one share for ten share reverse split of its outstanding stock
as of the date hereof, regardless of the effective date of such split all as
core fully set forth in Exhibit "A" attached hereto.
Xxxx covenants and represents that the financial condition of ILG is fully set
forth in the financial statements of such company, signed by Xxxx, heretofore
furnished to Xxxxxxx, is true and correct in all respects.
SECTION SIX
Closing Representations
Xxxx has requested Xxxxxxx to cause the Board of Directors of NuTek ("Current
Directors") to hold a special meeting upon execution of this agreement for the
sole purpose of:
(1) Causing Xxxx and Xxxx XXXXXXXX to become Directors of NuTek ("New
Directors"), and
(2) Xxxxxxx and Xxxxxx Xxxxxxx resigning from the NuTek Board of Directors,
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(3) Xxxx covenants that he will cause the new directors to continue the
special meeting of the Board of Directors and to adopt and execute a
resolution in form and substance identical to EXHIBIT "A" attached
hereto. EXHIBIT "A" attached hereto is incorporated herein and forms
a part of this Agreement with the same force and effect as if the
undertaking set forth in such resolution are fully set forth herein,
which shall survive any change or attempted change therein by
NuTek's Board of Directors or shareholders or any other interested
parties.
SECTION SEVEN
Covenant Not to Xxx
Xxxx, for himself, his spouse, his heirs, legal representatives, assigns and
successors, covenants with Xxxxxxx, Xxxxxxx Xxxxxxx, their heirs, assigns and
legal representatives and covenants with NuTek, its affiliate companies, their
respective legal representatives, assigns and successors to never individually
or otherwise institute any suit or action at law or in equity against than or
any one of than nor aid in any one in the institution or prosecution of any
claim, demand, action or cause of action for damages or any other kind of
relief, arising directly or indirectly out of or in any way connected with this
Agreement.
SECTION EIGHT
Indemnification Covenant
Xxxx for himself, his spouse, his heirs and assigns covenants with Xxxxxxx,
Xxxxxxx Xxxxxxx, their heirs, assigns and legal representatives and covenants
with NuTek, its affiliate companies, their current and former officers and
directors, their respective legal representatives, assigns and successors
agrees to indemnify and hold harmless each and all of them, jointly and
severally from any and all damages, losses, costs and expenses (including
reasonable attorneys fees and expenses) which they or any one of them may
incur,
(1) By Furr's failure to fulfill any of the terms of this agreement,
(2) By reason of any breach by Xxxx or his heirs, and
(3) By reason of any materially false or misleading warranty,
representation or covenant contained in this agreement.
SECTION NINE
Reciprocal Indemnification Covenant
Except for claims of any kind, nature or description arising out of (i) NuTek's
disposal of its wholly owned subsidiary, New Lift, Inc., (ii)NuTek's Joint
Venture Agreement with Regent Oil & Gas L.L.C., a Texas limited liability
Company("Regent") executed the 2nd day of February, 1996, (iii) the obligations
of NuTek and Xxxxxx and Xxxxxxx Xxxxxxx set forth in Exhibit "B" attached
hereto, and (iv) any other indebtedness of NuTek of any kind, nature or
description, Xxxxxxx for himself, his spouse, his heirs, assigns and legal
representatives covenants with Xxxx and NuTek, its affiliate companies, current
and former directors and officers, legal representatives, assigns and
successors agrees to indemnify and hold harmless each and all of them,
jointly and severally from any and all damages, losses, costs and expenses
(including reasonable attorney's fees and expenses) which they or any one of
than may incur, arising out of the intentional misconduct, fraud or knowing
violation of law, in the conduct of NuTek's business, by its officers,
directors, employees or agents prior to the date of the execution of this
Agreement.
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SECTION TEN
Additional Indemnity and Assumption of Liability
Xxxx, for himself, his spouse, his heirs, legal representatives, assigns and
successors, covenants with Xxxxxxx, Xxxxxxx Xxxxxxx, their heirs, assigns and
legal representatives, that by this instrument he has as assumed all personal
liability of Xxxxxxx in the place and stead of Xxxxxxx, as personal Guarantor of
certain financial obligations specified in Exhibit "B" attached hereto and
made a part hereof for all purposes the same as if fully set forth herein.
Xxxx, for himself, his spouse, his heirs, legal representatives, assigns and
successors, covenants with Xxxxxxx, Xxxxxxx Xxxxxxx, their heirs, assigns and
legal representatives from any and all liability, damages, losses, costs and
enemies (including reasonable attorney's fees) incurred in connection with
defending any claim brought by the holder(s) of such obligations, their
successors, assigns, legal representatives or any other interested party,
regardless of the nature of a judgment rendered by a court of competent
jurisdiction or otherwise.
SECTION ELEVEN
Covenant Not To Assign
Xxxx shall not assign all or any part of his rights and duties hereunder,
without the prior written consent of Xxxxxxx.
SECTION TWELVE
Covenant of Xxxxxxx
In sole reliance upon inducement of Xxxx stemming from his foregoing covenants,
warranties and representations, Xxxxxxx agrees to cause the Board of Directors
of NuTek ("Current Directors") to hold a special meeting upon execution of this
agreement for the purpose set forth in SECTION SIX above.
SECTION THIRTEEN
Miscellaneous Provisions
This Agreement shall be governed by California Law and shall survive its
execution. Any waiver or delay by Xxxxxxx in enforcing this Agreement shall
not deprive him of the right to take appropriate action at a later time or due
to a subsequent breach. This agreement and exhibits supersede all prior oral
and written representations that may have been entered into by the parties and
shall be interpreted as if written jointly by both parties hereto. Such
parties hereby consent to the jurisdiction of California state and federal
courts and stipulate to Orange County, California as the proper venue for any
litigation that may arise out of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the 20th
day of September, 1997, but shall have no force and effect until the above
referenced New Board has executed and implemented EXHIBIT "A" attached
hereto.
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