As filed with the Securities and Exchange Commission on December 5, 1997
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OILEX, INC.
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA
33-0194489
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
Consulting Agreements with
Robert J. Smith and Kevin Murphy
_______________________________________________________________________________
(Full title of the plan)
Warren Soloski, 11300 W. Olympic, Suite 800, Los Angeles, California 90064
(Name and Address of Agent for Service)
(310) 477-9742
(Telephone number including area code, of agent for service)
<TABLE>
<PAGE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Securities Amount of Offering Aggregate Amount
Securities to be Registered Shares to be Price Per Offering of Reg.
Registered1 Share2 Price2 Fee2
$.001 par value common 400,000 $0.15 $ 60,000
Stock
$.001 par value common 800,000 $0.15 $120,000
Stock
Totals 1,200,000 $0.15 $180,000
________________________________________________________________________________
</TABLE>
Total No. of pages: 30
Exhibit Index on Page No: 14
1 Pursuant to Rule 416(c) promulgated under the Securities Act of 1933,
as amended, the Registration Statement also covers an indeterminate amount of
Shares to be offered or sold as a result of any adjustments from stock splits,
stock dividends or similar events.
2 Based upon the average bid and asked prices of the Company's Common
Stock in over-the-counter trading on December __, 1997.
<PAGE>
PROSPECTUS
OILEX, INC.
3050 Post Oak Boulevard, Suite 1760
Houston, Texas 77056
(713) 629-5998
(1,200,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by OILEX,
INC., ("OILX"), a Nevada corporation ("the Company") of shares of its $0.001 par
value common stock (the "Common Stock) to certain consultants of the Company
(the "Consultants) pursuant to agreements entered into between the Company and
the Consultants. The Company is registering hereunder and then issuing upon
receipt of adequate consideration therefor to the Consultants 1,200,000 shares
of the Common Stock in consideration for services rendered and to be rendered
under the agreements.
The Common Stock is not subject to any restriction on
transferability. Recipients of shares other than persons who are affiliates of
the Company within the meaning of the Securities Act of I933 (the Act) may
sell all or part of the shares in any way permitted by law including sales in
the over-the-counter market at prices prevailing at the time of such sale.
None of the shares registered hereunder are being sold to anyone who is
an affiliate of the Company. An affiliate is, summarily, any director,
executive officer or controlling shareholder of the Company. The affiliates of
the Company may become subject to Section 16(b) of the Securities Exchange Act
of 1934 as amended (the Exchange Act) which would limit their discretion in
transferring the shares acquired in the Company. If the Consultant who is not
now an affiliate becomes an affiliate of the Company in the future, he
would then be subject to Section I6(b) of the Exchange Act (See General
Information --- Restrictions on Resale).
The Common Stock is Listed on the OTC bulletin board under the symbol OILX.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 5, 1997
This Prospectus is part of a Registration Statement which was
filed and been effective under the Securities Act of 1933 as amended (the
Securities Act) and does not contain all of the information set forth in the
Registration Statement, certain portions of which have seen offered pursuant
to the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (The Commission) under the Securities Act. The statements in this
Prospectus as to the contents of any contracts or other documents filed as
an exhibit to either the Registration Statement or other filings of the Company
with the Commission are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: OILEX, INC., 3050
Post Oak Boulevard, Suite 1760, Houston, Texas 77056, telephone (713) 629-5998.
The Company is subject to the reporting requirements of the Exchange Act
and in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be reviewed and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.W. Washington D.C. 20549. Copies my be
obtained at the prescribed rates. In addition the Common Stock is quoted on the
automated quotation system maintained by the National Association of Securities
Dealers, Inc. (NASD). Thus copies of these reports, proxy statements,
information statements and other information may also be examined at the
offices of the NASD at 1735 K Street N.W. Washington DC 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given
or made, such other information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute
an offer or a solicitation by anyone in any state in which such is not
authorized or in which the person making such is not qualified or to any one
to whom it is unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there has not been a change
in the affairs of the Company since the date hereof.
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 6
ITEM 1. PLAN lNFORMATION 6
GENERAL lNFORMATION 6
The Company 6
Purpose 6
Common Stock 6
The Consultants 6
No Restrictions on Transfer 6
Tax Treatment to the Consultant 6
Tax Treatment to the Company 7
Restrictions on Resales 7
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION 7
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Legal Opinion and Experts 8
Indemnification of Officers and Directors 8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 8
ITEM 3. lNCORPORATION OF DOCUMENTS BY REFERENCE 8
ITEM 4. DESCRIPTION OF SECURITIES 9
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 9
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 9
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 10
ITEM 8. EXHIBITS 10
ITEM 9. UNDERTAKINGS 10
EXHIBIT INDEX 14
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal offices at 3050 Post Oak Boulevard, Suite
1760, Houston, Texas 77056, telephone (713) 629-5998.
Purposes
The Common Stock will be issued by the Company pursuant to agreements
entered into between the Consultants and the Company and approved by the
Board of Directors of the Company (the "Board of Directors"). The agreements
are intended to provide a method whereby the Company may be stimulated by the
personal involvement of the Consultants in the Company's future prosperity,
thereby advancing the interests of the Company, and all of its shareholders.
Copies of the agreements have been filed as exhibits to this Registration
Statement.
Common Stock
The Board has authorized the issuance of up to 1,200,000 shares of the
Common stock to the Consultants upon effectiveness of this registration
Statement.
The Consultants
The Consultants have agreed to provide their expertise and advice to the
Company on a non-exclusive basis for the purpose of promoting the interests
of the Company.
No Restrictions on Transfer
The Consultants will become the record and beneficial owners of the shares
of Common Stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income
tax purposes to recognize ordinary income during the taxable year in which
the first of the following events occurs: (a) the shares become freely
transferable, or (b) the shares cease to be subject to a substantial risk of
forfeiture. Accordingly, the Consultant will receive compensation taxable at
ordinary rates equal to the fair market value of the shares on the date of
receipt since there will be no substantial risk of forfeiture or other
restrictions on transfer. If, however, the Consultant receives shares of
common stock pursuant to the exercise of an option or options at an exercise
price below the fair market value of the shares on the date of exercise, the
difference between the exercise price and the fair market value of the stock
on the date of exercise will be deemed ordinary income for federal income tax
purposes. The Consultant is urged to consult his tax advisor on this matter.
Further, if any recipient is an "affiliate", Section 16(b) of the Exchange Act
is applicable and will affect the issue of taxation.
Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in accordance
with the foregoing discussion will be an expense deductible by the Company
for federal income tax purposes of the taxable year of the Company during
which the recipient recognizes income.
Restrictions of Resales
In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the
Exchange Act. Further, in the event that any affiliate acquiring shares
hereunder has sold or sells any shares of Common Stock in the six months
preceding or following the receipt of shares hereunder, any so called
"profit", as computed under Section 16(b) of the Exchange Act, would be
required to be disgorged from the recipient to the Company. Services rendered
have been recognized as valid consideration for the "purchase" of shares in
connection with the "profit" computation under Section 16(b) of the Exchange
Act. The Company has agreed that for the purpose of any "profit" computation
under 16(b) the price paid for the common stock issued to affiliates is equal
to the value of services rendered. Shares of common Stock acquired hereunder
by persons other than affiliates are not subject to Section 16(b) of the
Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its annual report of Form
10-KSB for the year ended December 31, 1996, filed pursuant to Section 13 of
the Exchange Act, (ii) any and all Forms 10-Q (10-QSB) filed under the
Securities or Exchange Act subsequent to any filed form 10-K (or 10-KSB), as
well as all other reports filed under Section 13 of the Exchange Act, and
(iii) its annual report, if any, to shareholders delivered pursuant to Rule
14a-3 of the Exchange Act. In addition, all further documents filed by the
Company pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to the
termination of this offering are deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing. All documents
which when together, constitute this Prospectus, will be sent or given to
participants by the Registrant as specified by Rule 428(b)(1) of the
Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act
will be furnished without charge upon written or oral request. Requests
should be addressed to: OILEX, INC., 3050 Post Oak Boulevard, Suite 1760,
Houston, Texas 77056, telephone (713) 629-5998.
Legal Opinions and Experts
Warren J. Soloski has rendered an opinion on the validity of the securities
being registered. Mr. Soloski is not an "affiliate" of the Company and does
not have a substantial interest in the registrant.
The financial statements of Oilex, Inc. incorporated by reference in the
Company's Annual Report (Form 10-KSB) for the ended December 31, 1996 have
been audited by Simonton, Kutac & Barnidge, L.L.P., independent auditors, as
set forth in their report incorporated herein by reference and are
incorporated herein in reliance upon such report given upon the authority of
the firm as experts in auditing and accounting.
Indemnification of Officers and Directors
Insofar as indemnification of liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company,
the company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a) through
(c), below, are incorporated by reference in this registration statement, and
(ii) all documents subsequently filed by registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates
that all securities offered have bene sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
(a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the annual report
referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e., the $.001 par value
Common Stock) is required under this item because the common Stock is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Mr. Soloski, whose firm is rendering the legal opinion for this
registration, will not benefit from the registration of shares under the
terms of the consulting agreements, but will be paid directly by the Company.
Item 6. Indemnification of Directors and Officers
The company's by-laws, in accordance with Nevada Revised Statutes
(Sec 78.751), provide that to the extent he is otherwise fairly and reasonably
entitled thereto, the Company shall indemnify a Director or Officer, a
former Director or Officer, or a person who acts or acted at the Company's
request as a Director or Officer of a body corporate of which the Corporation
is or was a shareholder or creditor (or a person who undertakes or has
undertaken any liability on behalf of the Company or any such body corporate and
his heirs and legal representatives, against all costs, charges, and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
Director or Officer of the Company or such body corporate, if
(a) he acted honestly and in good faith with a view to the best interests
of the Company; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for believing
that his conduct was lawful.
The Nevada Revised Statutes (NRS) provide that directors shall not be
personally liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty as a director except for liability (i) for any
breach of the directors' duty of loyalty to the Company or its shareholders,
(ii) for acts or omissions not in good faith or which involved intentional
misconduct or a knowing violation of law, (iii) for authorizing a distribution
that is unlawful under the NRS, or (iv) for any transaction from which the
director derived an improper personal benefit. Such provision protects
directors against personal liability for monetary damages for breaches of their
duty of care.
The Company may purchase and maintain insurance for the benefit of its Directors
and Officers as such, as the Board of directors may from time to time determine.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this S-8 registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:
Exhibit No. Title
4. Not Applicable
5. Opinion of Warren J. Soloski regarding the legality
of the securities registered.
10. A. Consulting Agreement with Robert J. Smith
B. Modification to Agreement with Robert J. Smith
C. Consulting Agreement with Kevin Murpy
D. Modification to Agreement with Kevin Murphy
15. Not Required
23.1 Consent of Warren J. Soloski, special counsel to
registrant, to the use of his opinion with respect
to the legality of the securities being registered
hereby and to the references to him in the Prospectus
filed as a part hereof.
23.2 Consent of Simonton, Kutac & Barnidge, L.L.P.
27. Not Required
28. Not Required
29. Not Required
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable. If a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represents a fundamental change in the
information set forth in the registration statement; and
(iii) include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
provided, however, paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
registrant small business issuer under the Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically ncorporated by reference in
the prospectus to provide such interim financial information.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's
annual report pursuant to Section 13(a) of the Securities Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such Securities at that time shall be deemed to the initial bona
fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Houston, State of Texas on the 5th day of December,
1997.
OILEX, INC.
(Registrant)
By: /s/ Oliver Timmins III
Oliver Timmins III, President
Pursuant to the requirements of the 1933 Act, this registration statement
or amendment has been signed by the following persons in the capacities and on
the dates indicated:
Signatures Title Date
/s/ Oliver Timmins III President December 5, 1997
Oliver Timmins III Director
/s/ Cynthia Timmins Secretary December 5, 1997
Cynthia Timmins Treasurer
/s/ Richard G. Clark Director December 5, 1997
Richard G. Clark
/s/ Deborah Sacrey Director December 5, 1997
Deborah Sacrey
<PAGE>
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated
herein by this reference:
Exhibit Number
In Registration
Statement Descriptions Numbered Page
______________________________________________________________________________
5. Opinion of Counsel 14
10. A. Consulting Agreement with Robert J. Smith 16
B. Modification to Consulting Agreement with Smith 21
C. Consulting Agreement with Kevin Murphy 22
D. Modification to Consulting Agreement with Murphy 27
23.1 Consent of Warren J. Soloski 28
23.2 Consent of Simonton, Kutac & Barnidge, L.L.P. 29
<PAGE>
Oliver Timmins III December 2, 1997
OILEX, INC.
3050 Post Oak Boulevard, Suite 1760
Houston, Texas 77056
Re: Legal Opinion for S-8 Registration Statement
Dear Mr. Timmins:
At your request, I have examined the form of Registration Statement No.
33-____ which Oilex, Inc. (the "Company") is filing with the Securities and
Exchange Commission, on Form S-8 (the "Registration Statement"), in connection
with the registration under the Securities Act of 1933, as amended, of 1,200,000
shares of your Common Stock (the "Stock") issuable pursuant to satisfaction of
conditions set forth in the agreements with the various officers and consultants
to the Company (the "Consulting Agreements").
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as are
specifically described below. In my examination, I have assumed the genuineness
of all signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the original documents of
all documents submitted to me as copies. My examination was limited to the
following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing entry into the various consultant agreements;
4. The Registration Statement;
5. The agreements with the entities and individuals for shares being
registered in the Registration Statement.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records. Based upon the foregoing, it is my
opinion that: (i) the Stock to be issued under the agreements, subject to
effectiveness of the Registration Statement and compliance with applicable
blue sky laws, and execution of the various Consulting Agreements in accordance
with the contracts as contemplated, when issued, will be duly and validly
authorized, fully paid and non-assessable; and (ii) no consent, approval, order
or authorization of any regulatory board, agency, or instrumentality having
jurisdiction over the Company or its properties (other than registration under
the Act or qualification under state securities or Blue Sky laws or clearance
from the NASD) is required for the valid authorization, issuance and delivery of
the Stock, or, if required, it has been obtained and is in full force and
effect.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the stock delivered upon fulfillment of the
agreements is proposed to be offered and sold or as to the effect, if any,
which non-compliance with such laws might have on the validity of issuance
of the stock.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purposes of registering, qualifying or
establishing eligibility for an exemption from registration or qualification
of the stock issued as described in the Registration Statement in connection
with the offering described therein. Other than as provided in the preceding
sentence, this opinion (i) is addressed solely to you, (ii) may not be relied
upon by any other party, (iii) covers only matters of federal law and nothing in
this opinion shall be deemed to imply any opinion related to the laws of any
other jurisdiction, (iv) may not be quoted or reproduced or delivered by you
to any Other person, and (v) may not be relied upon for any other purpose
whatsoever. Nothing in this opinion shall be deemed to relate to or constitute
an opinion concerning any matters not specifically set forth above.
By giving you this opinion and consent, I do not admit that I am an expert
with respect to any part of the Registration Statement within the meaning of the
term "expert" as used in Section 11 of the Securities Act of 1993, as amended,
or the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
/s/ Warren J. Soloski
Warren J. Soloski
<PAGE>
INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT
THE AGREEMENT is made and entered into as of this 1st day of
July, 1997 by and between Oilex, Inc., hereinafter referred to
as "Client", with its principal place of business in 3050 Post
Oak Blvd. # 1760, Houston, Texas, and Robert J. Smith, an
individual, independent contractor, with his place of business at
3640 West Edgewood Court, Springfield, MO 65807
RECITALS
WHEREAS, Client is engaged in the Oil Production Business.
WHEREAS, Robert J. Smith is in the business of providing Investment
Banking, International Merchant Banking, general business consulting, including
strategic business planning services and investor relations to companies.
WHEREAS, in the operation of Client's business, Client is in need of the
services which Robert J. Smith provides and wishes to enter into a
business arrangement with Robert J. Smith to provide such services.
IN CONSIDERATION of the promises and mutual covenants hereby contained, it
is hereby agreed as follows and will confirm the arrangements, terms and
conditions pursuant to which Robert J. Smith (the "Consultant/Independent
Contractor") has been retained to serve as a financial consultant and advisor to
Oilex, Inc. (the "Company"), on a nonexclusive basis. The undersigned hereby
agrees to the following terms and conditions:
AGREEMENTS
1. Terms of Contract
This Agreement will become effective on July 1, 1997 and
will continue in effect for a period of twelve (12) months unless
earlier terminated pursuant to Section 5 of this Agreement.
2. Services to be Performed by Independent Contractor/Consultant
2.1 Duties of Independent Contractor. Contractor shall at
the request of the Company, upon reasonable notice, render the
following services to the Company from time to time.
2.2 Duties of Consultant. Robert J. Smith, agrees to
provide strategic planning to Client. The Consultant will provide
such financial consulting services and advice pertaining to the
Company's business affairs as the Company may from time to time
reasonably request. Without limiting the generality of the
foregoing, Consultant will assist the Company in developing,
studying and evaluating financing, merger and acquisition
proposals, prepare reports and studies thereon when advisable,
and assist in negotiations and discussions pertaining thereof.
This Agreement is not a contract for listing services, however,
nothing in this Agreement will prohibit Robert J, Smith from
negotiating on behalf of the Company with corporations that are
involved with listings or making a market in corporate securities
in the OTC markets, which markets might include the NASDAQ
Small-Cap Market or the NASD Electronic Bulletin Board.
Consultant will assist and represent the Company in obtaining
both short and long-term financing. The Consultant will be
entitled to additional compensation under such terms as may be
agreed to by the parties for any financing provided.
2.3 Independent Contractor Status. It is the express
intention of the parties that Robert J. Smith be an independent
contractor and not an employee, agent, joint venture or partner
of Client. Client shall have no right to and shall not control
the manner or prescribe the method by which Robert J. Smith
performs the above described services. Robert J. Smith shall be
entirely and solely responsible for its own actions and the
actions of its agents, employees or partners while engaged in the
performance of services required by this Agreement. Nothing in
this Agreement shall be interpreted or construed as creating or
establishing the relationship of employer and employee between
Client and Robert J. Smith or any employee or agent of Robert J.
Smith. Both parties acknowledge that Robert J. Smith is not an
employee for state or federal income tax purposes and Robert J.
Smith specifically agrees that it shall be exclusively liable for
the payment of all income taxes, or other state or federal
charges, that are due as a result of receipt of any consideration
for the performance of services required by this Agreement.
Robert J. Smith agrees that any such consideration is not subject
to withholding by the Client for payment of any taxes and Robert
J. Smith directs client not to withhold any sums for the
consideration paid to Robert J. Smith for the services provided
hereunder. Robert J. Smith shall retain the right to perform
services for others during the term of this Agreement. Nothing
herein shall constitute Consultant as an employee or agent of the
Company, except to such extent as might hereinafter be agreed,
Consultant shall not have the authority to obligate or commit the
Company in any matter whatsoever.
2.4 Use of Employees of Contractor. Robert J. Smith may, at
its own expense, use any employees or subcontractors as they deem
necessary to perform the services required of Robert J. Smith by
this Agreement. Client may not control, direct or supervise
Robert J. Smith's employees or subcontractors in the performance
of those services.
2.5 Expense. Robert J. Smith shall be responsible for all
costs and expenses incident to the performance of services
required by this Agreement, including but not limited to, the
cost of materials used by Robert J. Smith, travel, fees, fines,
licenses, bonds and taxes required of, or imposed against Robert
J. Smith, and all other of Robert J. Smith's costs of doing
business.
2.6 Available Time. Consultant shall make available such
time as it, in its sole discretion, shall deem appropriate for
the performance of its obligations under this Agreement.
3. Compensation
3.1 Retainer. Client and Robert J. Smith agree that Robert
J. Smith shall receive from the Client no retainer.
3.2 Monthly Fee. For all general services, Client shall pay
Robert J. Smith upon execution hereof, a fee of $ 60,000.00. U.S.
Dollars payable at the sum of $ 10,000.00. per month for the
initial six (6) months of this Agreement.
3.3 Reimbursement for Out-of-Pocket Expenses. Client shall
reimburse Robert J. Smith at net cost, for out-of-pocket
expenses incurred by Robert J. Smith in furtherance of this
Agreement for travel and related living expenses, contact
entertainment, postage, delivery services (e.g. Federal Express),
printing, telex, and other third party expenses PROVIDED THAT any
such expenses in excess of $ 100.00. shall be subjected to Client
pre- approval and expenses should not exceed $ 500.00.
3.4 Assignment and Termination. This Agreement shall not
be assignable by any party except such Option and such
underlying shares maybe reissued by the Consultant to related
parties without prior notification to the Company. These reissued
Options or shares will be subject to the same terms and
conditions as those granted to the Consultant.
4. Obligations of Client.
4.1 Cooperation. Client shall comply with all reasonable
requirements of Robert J. Smith and provide access to all
documents reasonably necessary to the performance of Robert J.
Smith's duties under this Agreement.
4.2 Confidentiality. Except in the course of the
performance of its duties hereunder, Consultant agrees that it
shall not disclose any trade secrets, know-how, or other
proprietary information not in the public domain learned as a
result of this Agreement unless and until such information
becomes generally known.
5. Termination Agreement
5.1 Termination on Notice. Notwithstanding any other
provisions of this Agreement, either party may terminate this
Agreement at any time by giving thirty (30) days written notice
to the other party. Upon Robert J. Smith receiving 30 days
written notification of termination of this Agreement by Client,
they are to receive full payment for services, expenses and the
fee as stated in item 3.2 of this Agreement. Unless otherwise
terminated as provided in this Agreement, this Agreement will
continue in force for a period of twelve (12) months.
5.2 Termination on Occurrence of Stated Event. This
Agreement will terminate automatically on the occurrence of the
following event:
(a) bankruptcy or insolvency of either party.
(b) non-payment or performance as stated in this
Agreement by Client.
6. General Provisions
6.1 Further Acts. Each party agrees to perform any further
acts and execute and deliver any further documents that may be
reasonably necessary to carry out the provisions and intent of
this Agreement.
6.2 Entire Agreement. This Agreement contains the entire
understanding of the parties hereto with respect to the subject
matter contained herein and may be amended only by a written
instrument signed by the parties affected thereby, or their
respective successors or assigns. This Agreement cancels and
supersedes all prior agreements, if any, oral or written, among
Client and Robert J. Smith.
6.3 Severability. If any provision of this Agreement shall
be held invalid such invalidity shall not affect the other
provisions hereof, and to this extent the provisions of this
Agreement are intended to be and shall be and shall be severable.
6.4 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute
one and the same instrument.
6.5 Notices. Any notice or other communication required or
permitted under this Agreements shall be sufficiently given if
delivered personally or sent by registered or certified mail,
postage prepaid and return receipt requested, to the address of
the parties set forth in the first paragraph of this Agreement or
at such address as may have been provided in like manner in
writing to both of the parties to this Agreement. Any notice that
is sent by mail under this Agreement shall be considered received
on the date on which it is actually delivered to the premises of
the party of whom it is properly addressed, such date to be
conclusively evidenced by the date of the return receipt.
6.6 Governing Law. This Agreement shall be construed in
accordance with, and governed by the laws of the State of Nevada.
6.7 Assignment. No party to this Agreement may assign this
Agreement or its right or obligations hereunder without the
written consent of the others.
6.8 Headings. The headings of this Agreement are inserted
solely for the convenience of reference and are not part of, and
are not intended to govern, limit or aid in the construction of
any term or provision hereof.
6.9 Pronouns. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine or neuter,
singular or plural, as the identity of the person, persons,
entity or entities may require.
6.10 Waiver. No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute a waiver of any
other provision, nor shall any waiver constitute a continuing
waiver. No waiver shall be binding unless executed in writing by
the party making the waiver.
6.11 Acknowledgment Concerning Counsel. Each party
acknowledges that it had the opportunity to employ separate and
independent counsel of its own choosing in connection with this
Agreement.
6.12 Arbitration. Any controversy, claim,
misunderstanding, course of action, matter in question, breach,
disagreement, dispute, or other related matter arising out of, or
relating to this Agreement, or the relationship between the
parties, shall be decided by mandatory binding arbitration before
the American Arbitration Association, State of Nevada, or as
designated by Robert J. Smith. In such arbitration, the parties
shall be entitled to the full discovery rights accorded to
litigants under the Laws of the State of Nevada. The prevailing
party shall be entitled to recover all costs and expenses
incurred, including its reasonable attorneys fees, related costs,
and any advanced arbitration expenses.
6.13 Indemnification. Robert J. Smith will indemnify and
hold harmless Client and its officers, directors, agents and
employees against any expenses, which may be incurred by Client
as a result of statements made by Robert J. Smith which are
inaccurate or misleading or the failure by Robert J. Smith to
state facts, which are necessary to be stated in order to make
statements made not misleading.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
CLIENT: Oilex, Inc.
BY:
/s/ Oliver Timmons, III
its CEO OLIVER TIMMONS, III
ACCEPTED BY:
/s/ Robert J. Smith
ROBERT J. SMITH, Consultant
<PAGE>
MODIFICATION TO CONSULTING AGREEMENT
THIS MODIFICATION is entered into as of the 17th day of
November 1997, by and between OILEX,INC., hereinafter referred to
as "Consultant", having offices at 3050 Post Oak Blvd. #1760,
Houston, TX 77056, a Nevada Corporation, and Robert J. Smith, an
individual, independent contractor, with his place of business at
3640 West Edgewood Court, Springfield, MO 65807
RECITALS
WHEREAS, Client and Consultant entered into a Consulting
Agreement on July 1, 1997 and;
WHEREAS, Consultant was to receive $10,000.00 per month for
services rendered to Client and;
WHEREAS, Client has been unable to pay the monthly fee as
required and;
WHEREAS, Consultant has agreed to accept unrestricted Stock
of Client as payment.
NOW THEREFORE in consideration of the mutual promises and
covenants set forth herein the parties agree as follows.
AGREEMENTS
1. Consultant will accept as payment in full unrestricted
shares of Client.
2. Consultant and Client agree that the shares for this
transaction will be valued at Fifteen Cents ( $ .15) per share.
3. Consultant shall receive Four Hundred Thousand (400,000.00)
shares of Client Stock as payment in full.
4. Client shall have its attorney file form S-8 regarding the
above stated shares.
IN WITNESS WHEREOF, the parties hereto have executed this
Modification as of the date first written above.
CLIENT: OILEX, INC.
ACCEPTED BY: ACCEPTED BY:
/s/ Oliver Timmons, III /s/ Robert J. Smith
ITS CEO: OLIVER TIMMONS, III ROBERT J. SMITH, Consultant
<PAGE> INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of
July, 1997 by and between Oilex, Inc., hereinafter referred to
as "Client", with its principal place of business in 3050 Post
Oak Blvd. # 1760, Houston, TX 77056, a Nevada Corporation, and
Baron Marney Capital, Ltd., a Nevada Corporation, and Kevin M.
Murphy, an individual, with their places of business at 1325
Airmotive, Suite #175, Reno, NV 89502, executive offices at 3714
East Bay Drive, NW, Suite #G, Gig Harbor, WA 98335, hereinafter
referred to as "Consultant".
RECITALS
WHEREAS, Client is engaged in the Oil Production Business.
WHEREAS, Baron-Marney Capital, Ltd. and Kevin M. Murphy are
in the business of providing Investment Banking, International
Merchant Banking, general business consulting, including
strategic business planning services and investor relations to
companies.
WHEREAS, in the operation of Client's business, Client is in
need of the services which Baron-Marney Capital, Ltd. and Kevin
M. Murphy provide and wish to enter into a business arrangement
with Baron-Marney Capital, Ltd. and Kevin M. Murphy to provide
such services.
IN CONSIDERATION of the promises and mutual covenants hereby
contained, it is hereby agreed as follows and will confirm the
arrangements, terms and conditions pursuant to which Baron-Marney
Capital, Ltd., a Nevada Corporation and Kevin M. Murphy (the
"Consultant") have been retained to serve as a financial
consultants and advisors to the Oilex, Inc. (the "Company"), on a
nonexclusive basis as independent contractors. The undersigned
hereby agree to the following terms and conditions:
AGREEMENTS
1. Terms of Contract
This Agreement will become effective on July 1, 1997 and
will continue in effect for a period of twelve (12) months unless
earlier terminated pursuant to Section 5 of this Agreement.
2. Services to be Performed by Independent
Contractor/Consultant
2.1 Duties of Independent Contractor. Contractor shall at
the request of the Company, upon reasonable notice, render the
following services to the Company from time to time.
2.2 Duties of Consultant. Baron-Marney Capital, Ltd. and
Kevin M. Murphy agree to provide strategic planning to Client.
The Consultant will provide such financial consulting services
and advice pertaining to the Company's business affairs as the
Company may from time to time reasonably request. Without
limiting the generality of the foregoing, Consultant will assist
the Company in developing, studying and evaluating financing,
merger and acquisition proposals, prepare reports and studies
thereon when advisable, and assist in negotiations and
discussions pertaining thereof. This Agreement is not a contract
for listing services, however, nothing in this Agreement will
prohibit Baron-Marney Capital, Ltd. and Kevin M. Murphy from
negotiating on behalf of the Company with corporations that are
involved with listings or making a market in corporate securities
in the OTC markets, which markets might include the NASDAQ
Small-Cap Market or the NASD Electronic Bulletin Board.
Consultant will assist and represent the Company in obtaining
both short and long- term financing. The Consultant will be
entitled to additional compensation under such terms as may be
agreed to by the parties for any financing provided.
2.3 Independent Contractor Status. It is the express
intention of the parties that Baron-Marney Capital, Ltd. and
Kevin M. Murphy be independent contractors and not an employee,
agent, joint venture or partner of Client. Client shall have no
right to and shall not control the manner or prescribe the method
by which Baron-Marney Capital, Ltd. and Kevin M. Murphy perform
the above described services. Baron-Marney Capital, Ltd. and
Kevin M. Murphy shall be entirely and solely responsible for
their own actions and the actions of their agents, employees or
partners while engaged in the performance of services required by
this Agreement. Nothing in this Agreement shall be interpreted or
construed as creating or establishing the relationship of
employer and employee between Client and Baron-Marney Capital,
Ltd. and Kevin M. Murphy or any employee or agent of Baron-
Marney Capital, Ltd. and Kevin M. Murphy. Both parties
acknowledge that Baron-Marney Capital, Ltd. and Kevin M. Murphy
are not employees for state or federal income tax purposes and
Baron-Marney Capital, Ltd. and Kevin M. Murphy specifically agree
that it shall be exclusively liable for the payment of all income
taxes, or other state or federal charges, that are due as a
result of receipt of any consideration for the performance of
services required by this Agreement. Baron-Marney Capital, Ltd.
and Kevin M. Murphy agree that any such consideration is not
subject to withholding by the Client for payment of any taxes and
Baron-Marney Capital, Ltd. and Kevin M. Murphy direct client not
to withhold any sums for the consideration paid to Baron-Marney
Capital, Ltd. and Kevin M. Murphy for the services provided
hereunder. Baron-Marney Capital, Ltd. and Kevin M. Murphy shall
retain the right to perform services for others during the term
of this Agreement. Nothing herein shall constitute Consultant as
an employee or agent of the Company, except to such extent as
might hereinafter be agreed, Consultant shall not have the
authority to obligate or commit the Company in any matter
whatsoever.
2.4 Use of Employees of Contractor. Baron-Marney Capital,
Ltd. and Kevin M. Murphy may, at their own expense, use any
employees or subcontractors as they deem necessary to perform the
services required of Baron-Marney Capital, Ltd. and Kevin M.
Murphy by this Agreement. Client may not control, direct or
supervise Baron-Marney Capital, Ltd. and Kevin M. Murphy's
employees or subcontractors in the performance of those services.
2.5 Expense. Baron-Marney Capital, Ltd. and Kevin M. Murphy
shall be responsible for all costs and expenses incident to the
performance of services required by this Agreement, including but
not limited to, the cost of materials used by Baron-Marney
Capital, Ltd. and Kevin M. Murphy, travel, fees, fines, licenses,
bonds and taxes required of, or imposed against Baron-Marney
Capital, Ltd. and Kevin M. Murphy, and all other of Baron-Marney
Capital, Ltd. and Kevin M. Murphy's costs of doing business.
2.6 Available Time. Consultant shall make available such
time as it, in its sole discretion, shall deem appropriate for
the performance of its obligations under this Agreement.
3. Compensation
3.1 Retainer. Client and Baron-Marney Capital, Ltd. and
Kevin M. Murphy agree that Baron-Marney Capital, Ltd. and Kevin
M. Murphy shall receive from the Client no retainer.
3.2 Monthly Fee. For all general services, Client shall pay
Baron-Marney Capital, Ltd. and Kevin M. Murphy upon execution
hereof, a fee of $ 120,000.00. U.S. Dollars payable at the sum of
$ 20,000.00. per month for the initial six (6) months of this
Agreement.
3.3 Reimbursement for Out-of-Pocket Expenses. Client shall
reimburse Baron- Marney Capital, Ltd. and Kevin M. Murphy at net
cost, for out-of-pocket expenses incurred by Baron-Marney
Capital, Ltd. and Kevin M. Murphy in furtherance of this
Agreement for travel and related living expenses, contact
entertainment, postage, delivery services (e.g. Federal Express),
printing, telex, and other third party expenses PROVIDED THAT any
such expenses in excess of $ 100.00. shall be subjected to Client
pre-approval and expenses should not exceed $ 500.00.
3.4 Assignment and Termination. This Agreement shall not
be assignable by any party except such Option and such
underlying shares maybe reissued by the Consultant to related
parties without prior notification to the Company. These reissued
Options or shares will be subject to the same terms and
conditions as those granted to the Consultant.
4. Obligations of Client.
4.1 Cooperation. Client shall comply with all reasonable
requirements of Baron- Marney Capital, Ltd. and Kevin M. Murphy
and provide access to all documents reasonably necessary to the
performance of Baron-Marney Capital, Ltd. and Kevin M. Murphy's
duties under this Agreement.
4.2 Confidentiality. Except in the course of the
performance of its duties hereunder, Consultant agrees that it
shall not disclose any trade secrets, know-how, or other
proprietary information not in the public domain learned as a
result of this Agreement unless and until such information
becomes generally known.
5. Termination Agreement
5.1 Termination on Notice. Notwithstanding any other
provisions of this Agreement, either party may terminate this
Agreement at any time by giving thirty (30) days written notice
to the other party. Upon Baron-Marney Capital, Ltd. and Kevin M.
Murphy receiving 30 days written notification of termination of
this Agreement by Client, they are to receive full payment for
services, expenses and the fee as stated in item 3.2 of this
Agreement. Unless otherwise terminated as provided in this
Agreement, this Agreement will continue in force for a period of
twelve (12) months.
5.2 Termination on Occurrence of Stated Event. This
Agreement will terminate automatically on the occurrence of the
following event:
(a) bankruptcy or insolvency of either party.
(b) non-payment or performance as stated in this
Agreement by Client.
6. General Provisions
6.1 Further Acts. Each party agrees to perform any further
acts and execute and deliver any further documents that may be
reasonably necessary to carry out the provisions and intent of
this Agreement.
6.2 Entire Agreement. This Agreement contains the entire
understanding of the parties hereto with respect to the subject
matter contained herein and may be amended only by a written
instrument signed by the parties affected thereby, or their
respective successors or assigns. This Agreement cancels and
supersedes all prior agreements, if any, oral or written, among
Client and Baron-Marney Capital, Ltd. and Kevin M. Murphy
6.3 Severability. If any provision of this Agreement shall
be held invalid such invalidity shall not affect the other
provisions hereof, and to this extent the provisions of this
Agreement are intended to be and shall be and shall be severable.
6.4 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute
one and the same instrument.
6.5 Notices. Any notice or other communication required or
permitted under this Agreements shall be sufficiently given if
delivered personally or sent by registered or certified mail,
postage prepaid and return receipt requested, to the address of
the parties set forth in the first paragraph of this Agreement or
at such address as may have been provided in like manner in
writing to both of the parties to this Agreement. Any notice that
is sent by mail under this Agreement shall be considered received
on the date on which it is actually delivered to the premises of
the party of whom it is properly addressed, such date to be
conclusively evidenced by the date of the return receipt.
6.6 Governing Law. This Agreement shall be construed in
accordance with, and governed by the laws of the State of Nevada.
6.7 Assignment. No party to this Agreement may assign this
Agreement or its right or obligations hereunder without the
written consent of the others.
6.8 Headings. The headings of this Agreement are inserted
solely for the convenience of reference and are not part of, and
are not intended to govern, limit or aid in the construction of
any term or provision hereof.
6.9 Pronouns. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine or neuter,
singular or plural, as the identity of the person, persons,
entity or entities may require.
6.10 Waiver. No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute a waiver of any
other provision, nor shall any waiver constitute a continuing
waiver. No waiver shall be binding unless executed in writing by
the party making the waiver.
6.11 Acknowledgment Concerning Counsel. Each party
acknowledges that it had the opportunity to employ separate and
independent counsel of its own choosing in connection with this
Agreement.
6.12 Arbitration. Any controversy, claim,
misunderstanding, course of action, matter in question, breach,
disagreement, dispute, or other related matter arising out of, or
relating to this Agreement, or the relationship between the
parties, shall be decided by mandatory binding arbitration before
the American Arbitration Association, State of Nevada, or as
designated by Baron-Marney Capital, Ltd. and Kevin M. Murphy. In
such arbitration, the parties shall be entitled to the full
discovery rights accorded to litigants under the Laws of the
State of Nevada. The prevailing party shall be entitled to
recover all costs and expenses incurred, including its reasonable
attorneys fees, related costs, and any advanced arbitration
expenses.
6.13 Indemnification. Baron-Marney Capital, Ltd. and/or
Kevin M. Murphy will indemnify and hold harmless Client and its
officers, directors, agents and employees against any expenses,
which may be incurred by Client as a result of statements made by
Baron- Marney Capital, Ltd. and/or Kevin M. Murphy which are
inaccurate or misleading or the failure by Baron-Marney Capital,
Ltd. and/or Kevin M. Murphy to state facts, which are necessary
to be stated in order to make statements made not misleading.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
CLIENT: OILEX, INC. BY: /s/ Oliver Timmons, III
its CEO: OLIVER TIMMONS, III
ACCEPTED BY: /s/ Kevin M. Murphy
KEVIN M. MURPHY
for Baron-Marney Capital, Ltd. and himself.
<PAGE>
MODIFICATION TO CONSULTING AGREEMENT
This Modification is entered into as of the 17th day of
November 1997, by and between OILEX,INC., hereinafter referred to
as "Consultant", having offices at 3050 Post Oak Blvd. #1760,
Houston, TX 77056, a Nevada Corporation, and Baron Marney
Capital, Ltd., a Nevada Corporation, and Kevin M. Murphy, an
individual, with their places of business at 1325 Airmotive,
Suite #175, Reno, NV 89502, executive offices at 3714 East Bay
Drive, NW , Suite #G, Gig Harbor, WA 98335, hereinafter referred
to as "Consultant".
RECITALS
WHEREAS, Client and Consultant entered into a Consulting
Agreement on July 1, 1997 and;
WHEREAS, Consultant was to receive $20,000.00 per month for
services rendered to Client and;
WHEREAS, Client has been unable to pay the monthly fee as
required and;
WHEREAS, Consultant has agreed to accept unrestricted Stock
of Client as payment.
NOW THEREFORE in consideration of the mutual promises and
covenants set forth herein the parties agree as follows.
AGREEMENTS
1. Consultant will accept as payment in full unrestricted
shares of Client.
2. Consultant and Client agree that the shares for this
transaction will be valued at Fifteen Cents ( $ .15) per share.
3. Consultant shall receive Eight Hundred Thousand (800,000.00)
shares of Client Stock as payment in full.
4. Client shall have its attorney file form S-8 regarding the
above stated shares.
IN WITNESS WHEREOF, the parties hereto have executed this
Modification as of the date first written above.
CLIENT: OILEX, INC.
BY: /s/ Oliver Timmons, III ACCEPTED BY: /s/ Kevin M. Murphy
ITS CEO: OLIVER TIMMONS, III KEVIN M. MURPHY
for Baron-Marney Capital, Ltd. and himself
<PAGE>
WARREN J. SOLOSKI Letterhead
CONSENT OF COUNSEL
I consent to the filing of this opinion as an exhibit to any
filing made with the Securities and Exchange Commission or under
any state or other jurisdiction's securities act for the purposes
of registering, qualifying or establishing eligibility for an
exemption from registration or qualification of the stock issued
as described in the Registration Statement in connection with the
offering described therein.
/s/ Warren J. Soloski
Warren J. Soloski
Special Counsel to Oilex, Inc.
<PAGE>
SIMONTON, KUTAC & BARNIDGE LLP Letterhead
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8) and related
Prospectus pertaining to shares of common stock of Oilex, Inc.
and to the incorporation by reference therein of our report dated
May 1, 1997 with respect to the financial statements and
schedules of Oilex, Inc. included and incorporated by reference
in its Annual Report (Form 10-KSB) for the year ended December
31, 1996 filed with the Securities and Exchange Commission
/s/ John Barnidge
John Barnidge, Partner
Simonton, Kutac & Barnidge, LLP
