As filed with the Securities and Exchange Commission on
December 12, 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 Agreement with
C. Allen Jones
_______________________________________________________________________________
(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>
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 500,000 $0.09 $45,000
Stock
Totals 500,000 $0.09 $45,000
_______________________________________________________________________________
</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
(500,000 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 500,000 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 1933 (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 16(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 12, 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 500,000 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. Consulting Agreement with C. Allen Jones
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 12, 1997
Oliver Timmins III Director
/s/ Cynthia Timmins Secretary December 12, 1997
Cynthia Timmins Treasurer
/s/ Richard G. Clark Director December 12, 1997
Richard G. Clark
/s/ Deborah Sacrey Director December 12, 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. Consulting Agreement with C. Allen Jones 16
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 500,000
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>
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement") is made
effective as of November 1, 1997 by and between C. Allen Jones
("Consultant") and Oilex, Inc. ("Oilex" or the "Company"), a
Nevada corporation.
Whereas, Oilex does not separately maintain the capability
to perform all of the necessary public relations services and
other functions which Oilex requires; and
Whereas, Oilex desires to have the benefit of an independent
consultant aiding in the public relations of the Company, which
advice is capable of provision by Consultant; and
NOW, THEREFORE, for and in consideration of the mutual
promises, representations and covenants contained within this
agreement the parties mutually agree as follows:
1.0 Services Provided by Consultant: Consultant agrees to
provide to Oilex, upon request, the following services
("Services") rendered by Consultant and his affiliates:
(a) Orderly management of the public relations and market
liaison for the Company in the United States corporate
marketplace.
(b) Day to day guidance on the release of relevant
information to the public, relations with various
shareholders and representatives of shareholders,
formulation of marketing strategies for maintaining the
company in the public arena and guidance with respect
to selection of publications and market newsletter
strategists.
2.0 Miscellaneous Services: It is the intent of the parties to
this Agreement that Consultant will provide only the
services requested in writing by Oilex in connection with
the public relations, legal and securities compliance
functions related to the operations of Oilex, and with
respect to special projects, including corporate
investments, acquisitions and divestitures. Oilex will
continue to bear the expenses of all services of attorneys,
auditors, trustees, transfer, transfer agents and
registrars, and it is expressly understood that Consultant
assumes no liability for any expenses or services other than
those stated in Section 1.0. In addition to the fee paid to
Consultant by Oilex, the Company will also reimburse
Consultant for the amount of approved out-of-pocket costs
incurred by Consultant in rendering such services.
3.0 Fee for Services:
(a) Agreed Payment: Consultant will receive a fee of
500,000 shares of Oilex common stock for Consultant's
services. This fee will be payable as follows:
(a) 150,000 shares on December 15, 1997
(b) 150,000 shares on January 15, 1998
(c) 200,000 shares on February 15, 1998
(b) Issuance of Stock: As payment for services and costs,
Oilex has agreed to place a block of 500,000 shares of
free trading company stock in the Consultant's name.
(c) Registration of Shares: Oilex shall register the
Shares pursuant to an S-8 Registration Statement.
(d) Release of Shares: The Shares shall be issued and
released to the Consultant upon the Effective Date of
the filing of the SEC S-8 Registration Statement, or as
set forth above, whichever is later.
4.0 Term of Agreement: Subject to the provisions of Section 5,
the original term of this Agreement shall be from November
1, 1997 until April 30, 1998.
5.0 Extension of Term: This Agreement shall be extended on a
quarter-to-quarter basis after the expiration of its
original term unless written notification otherwise is given
by Consultant or Oilex thirty (30) days in advance of its
termination.
6.0 Independent Contractor: Consultant will act as an
independent contractor in the performance of duties under
this Agreement. Accordingly, Consultant will be responsible
for payment of all federal, state, and local taxes for
compensation paid under this Agreement, including income and
social security taxes, unemployment insurance, and any other
taxes as may be required.
7.0 Indemnification: Company and Consultant agree to indemnify,
defend and hold each other harmless from and against all
demands, claims, actions, losses, damages, liabilities,
costs and expenses, including without limitation, interest,
penalties and attorneys' fees and expenses asserted against
or imposed or incurred by either party by reason of or
resulting from a breach of any representation, warranty,
covenant, condition, or agreement of the other party to this
Agreement.
8.0 Termination
(a) Termination for Disability: If, during the Term of
this Agreement, Consultant shall be unable to provide
the services as set forth above for forty (40)
consecutive business days because of incapacity,
accident, bankruptcy, dissolution or other disabling
occurrence, the Company shall have the right to
terminate this Agreement upon written notice to
Consultant within ten (10) days after the end of any
such 40-day period. Termination under this provision
shall be effective upon receipt by Consultant of the
written notice.
(b) Death: In the event of the death of Consultant, this
Agreement and all rights and obligations under this
Agreement may immediately be terminated, at the
Company's request. Any outstanding fees owed to
Consultant shall be paid in full to the Consultant's
estate.
(c) Termination for Cause: The Company shall be entitled
to terminate this Agreement for cause as defined below.
If the Company elects to do so, Consultant shall cease
to receive or be entitled to compensation as of the
date of termination for cause. "Cause" shall be
defined as (i) a material act or act of fraud committed
by Consultant which is intended to result in
Consultant's personal enrichment to the detriment or at
the expense of the Company; (ii) Consultant's
attorney's assigned to this client being convicted of a
felony which has a material adverse effect on the
Company or the performance of duties by Consultant for
the Company; (iii) a material breach of this Agreement
which shall continue without cure for ten (10) days
after written notice to Consultant from the Company; or
(iv) any act or condition of Consultant which in the
opinion of the Board of Directors of the Company will
jeopardize the Company's public listing with either
NASDAQ or any exchange on which the Company's stock is
traded.
9.0 Inside Information - Securities Laws Violations: In the
course of its duties Consultant may become aware of
information which may be considered "inside information"
within the meaning of the Federal Securities Laws, Rules and
Regulations. Consultant acknowledges that its use of such
information to purchase or sell securities of the Company,
or its affiliates, or to transmit such information to any
other party with a view to buy, sell or otherwise deal in
the securities of the Company is prohibited by law and would
constitute a breach of this Agreement and notwithstanding
the provisions of this Agreement, will result in the
immediate termination of the Agreement.
10.0 Miscellaneous
(a) Subsequent Events. Consultant and the Company each
agree to notify the other party if, subsequent to the
date of this Agreement, either party incurs obligations
which could compromise their efforts and obligations
under this Agreement.
(b) Amendment. This Agreement may be amended or modified
at any time and in any manner only by an instrument in
writing executed by the parties hereto.
(c) Further Actions and Assurances. Any time and from time
to time, each party agrees to take actions and to
execute and deliver documents as may be reasonably
necessary to effectuate the purposes of this Agreement.
(d) Waiver. Any failure of any party to this Agreement to
comply with any of its obligations, agreements, or
conditions may be waived in writing by the party to
whom such compliance is owed. The failure of any party
to this Agreement to enforce at any time any of the
provisions of this Agreement shall in no way be
construed to be a waiver of any such provision or a
waiver of the right of such party thereafter to enforce
each and every such provision. No waiver of any breach
of or noncompliance with this Agreement shall be held
to be a waiver of any other or subsequent breach or
non-compliance.
(e) Assignment. Neither this Agreement nor any right
created by it shall be assignable by Consultant without
the prior written consent of the Company.
(f) Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and
shall be deemed to be properly given when delivered in
person to an officer of the other party, when deposited
in the Untied States mails for transmittal by certified
or registered mail, postage prepaid, or when deposited
with a public telegraph company for transmittal, or
when sent by facsimile transmission charges pre-paid,
provided that the communication is addressed:
In the case of Consultant:
C. ALLEN JONES
6977 East Chestnut Hill Street
Highland Ranch, Colorado 80126
FAX (303) 470-8783
In the case of the Company:
OILEX, INC.
3050 Post Oak Blvd.,
Suite 1760
Houston, Texas 77056
FAX (713) 629-5773
or to such other person or address designated by the
parties to receive notice.
(g) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall
not affect in any way the meaning or interpretation of
this Agreement.
(h) 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.
(i) Governing Law. This Agreement was negotiated and is
being contracted for in the State of California, and
shall be governed by the laws of the State of
California, notwithstanding any conflict-of-law
provision to the contrary.
(j) Binding Effect. This Agreement shall be binding upon
the parties hereto and inure to the benefit of the
parties, their respective heirs, administrators,
executors, successors, and assigns.
(k) Entire Agreement. This Agreement contains the entire
agreement between the parties hereto and supersedes any
and all prior agreements arrangements, or
understandings between the parties relating to the
subject matter of this Agreement. No oral
understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions,
express or implied, other than as set forth in this
Agreement, have been made by any party.
(l) Severability. If any part of this Agreement is deemed
to be unenforceable the balance of the Agreement shall
remain in full force and effect.
(m) Facsimile Counterparts. A facsimile, telecopy, or
other reproduction of this Agreement may be executed by
one or more parties hereto and such executed copy may
be delivered by facsimile or similar instantaneous
electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen,
and such execution and delivery shall be considered
valid, binding and effective for all purposes. At the
request of any party, all parties agree to execute an
original of this Agreement as well as any facsimile
telecopy or other reproduction hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
to be effective on the dates detailed above.
CONSULTANT:
C. ALLEN JONES
/s/ Allen Jones
Allen Jones, Individually
OILEX, INC.
a Nevada corporation
/s/ Oliver Timmins, III
Oliver Timmins, III, President
<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
