CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into effective the 7th
day of August, 2000 by and between James Congleton ("Consultant") and Lexon,
Inc. ("Company").
WHEREAS, Consultant is an independent contractor; and
WHEREAS, the Company desires to engage Consultant and Consultant desires to
provide specified general business consulting services in connection with fund
raising and promotional activities to the Company on and subject to the terms
and conditions set forth herein; and
WHEREAS, the Company and Consultant entered into a consulting agreement
dated January 5, 2000 that has been completed and Company and Consultant desire
to terminate that contract and enter into this new contract.
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy
and sufficiency are acknowledged, the parties agree as follows:
1. Engagement. The Company engages Consultant and Consultant accepts the
engagement from the Company to perform investment banking, general
business consulting for the Company upon the terms and conditions of
this Agreement.
2. Scope of Engagement. Consultant agrees to devote his good faith
diligent efforts to inform the investment community the Company and
such other duties and tasks as shall be assigned to Consultant from
time to time by the Company.
3. Term of Engagement. This Agreement shall remain in effect for six
months from the effective date, unless terminated for cause by prior
written notice.
4. Compensation. Consultant shall be compensated with Lexon's Common
Stock and Common Stock Options. The offer of this Common Stock is
being made in reliance upon the provisions of Regulation D promulgated
under the Act, Section 4(2) of the Act, and/or such other exemption
from the registration requirements of the Act as may be available with
respect to all purchases of Common Stock to be made hereunder.
(a) Consulting Fee. $42,000, payable in 50,000 shares of common stock
of the Company issued at the fair market value of $0.84 per
share. A commission of 8% and a non-accountable expense
reimbursement of 2% of net funds accepted by the Company from the
sale of common stock issued by the Company to the clients of
Consultant. Consultant may elect to receive fees in cash or
common stock at a price equal to the price paid by the Clients.
(b) No Expense Reimbursement. The fee shall cover all out of pocket
business expenses incurred in accordance herewith, unless the
Company shall approve other expenses on a case by case basis. All
expense reimbursements approved by the Company shall be supported
by appropriate receipts. The Company shall be entitled to deduct
from any payments all federal, state and local income,
SB-2 Sequential Page Number 67 of 77
<PAGE>
FICA and other required tax withholdings. Consultant agrees to be
solely responsible for all expenses incurred (unless approved for
reimbursement by the Company in advance) and all taxes applicable
to compensation received pursuant to this Agreement.
(c) No Employee Benefit. Consultant agrees that Consultant shall have
no participation in any employee benefit programs now in effect
or hereafter established by the Company, and Consultant shall not
be entitled to participate in health, accident, and life
insurance programs, vacation benefits, and pension, profit
sharing or other employee benefits.
5. Termination. This Agreement may be terminated for cause by prior
notice given by either party.
6. Scope of Information. Consultant agrees to provide only information
that is received from and approved by Lexon. Consultant agrees not to
provide any information that is false or materially misleading or omit
to provide any information regarding Lexon which is necessary so that
whatever information is provided by Consultant is not false or
materially misleading. If Consultant receives any inquiry which calls
for a response with information that has not been approved by Lexon or
as to which Consultant does not know the correct and current answer,
Consultant agrees to request the information from Lexon Scope of
Information to be Provided by Consultant and not provide a guess, a
projection, an assumption, or information not approved by Lexon.
7. Applicable Securities Laws. Consultant agrees to abide by all state
and federal securities laws. Specifically, Consultant acknowledges
it's understanding of the laws which govern investor relations and
investment banking and agrees not to violate any section or law
including but not limited to Sections 10(b) and/or 17(b) of the
Securities Act.
8. Independent Contractor. Consultant is an independent contractor and
not an employee, partner, joint venturer or other representative of
the Company. Consultant is not under the direct or indirect control of
the Company. All references in the Agreement to "Consultant" includes
the Consultant and Consultant's directors, officers, employees and
affiliates.
9. Disclosure of Relationship. Consultant agrees to disclose in a manner
consistent with applicable laws, rules and regulations that it is
providing investment banking and investor relations services in
exchange for common stock of Lexon and that it maintains a financial
and ownership interest in the success of Lexon. The disclosure shall
be made to all persons contacted, and set forth on all communications
(including all fax cover sheets and press releases). These contacts
and communications are to be construed in the broadest sense,
including but not limited to all electronic, telephonic, facsimile,
written or verbal communications. This disclosure shall also include
the amounts of all compensation and consideration, received or to be
received by Consultant in the past, present and future.
Specifically, Consultant agrees to abide by Section 17(b) of the
Securities Act which provides that it is unlawful for any person "to
publish, give publicity to, or to circulate any notice, circular, or
advertisement, newspaper article, letter, investment service, or
communication which, though not purporting to offer a security for
sale, describes such security for a consideration received or to be
received, directly or indirectly, from an issuer, underwriter, or
dealer, without fully disclosing the receipt, whether past or
prospective, of such consideration and the amount thereof."
SB-2 Sequential Page Number 68 of 77
<PAGE>
10. Short Sales. Consultant and his employees, affiliates and related
parties (including all family members) shall not under any
circumstances engage either directly or indirectly in short sales of
the Company's Stock. Consultant shall not direct any third parties to
engage in short sales of the Company's Stock.
11. Purchase Entirely for Own Account. The Consulting Agreement and
Compensation thereunder is made in reliance upon Consultant's
representation to the Company, which by Consultant's execution of this
Agreement, Consultant hereby confirms, that the Company's Common Stock
is being acquired for investment purposes for Consultant's own account
and not with a view for resale or distribution of any part thereof
except in accordance with applicable federal and state securities
laws.
12. Receipt of Information. Consultant has received copies of Lexon Inc.'s
latest 10Q and 10K filings, the August 2000 SB-2 registration
statement and all information set forth and referenced in these
filings. Furthermore, Consultant has received all information
necessary for it to make an informed investment decision.
13. Investment Experience. Consultant represents that it is experienced in
evaluating and investing in restricted securities and in companies
similar to Lexon and acknowledges that it can fend for itself, can
bear the economic risk of its investment, and has such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of the investment. Consultant further
represents that it has not been organized solely for the purchase of
the Company's Common Stock.
14. Accredited Investor. Consultant represents that it is an "accredited
investor" as that term is defined in SEC rule 501(a) of Regulation D,
17 C.F.R.501(a).
15. Restricted Securities. Consultant understands that the Company's
Common Stock issued hereunder may not be sold, transferred, or
otherwise disposed of without registration under the Securities Act or
an exemption therefrom, and that in the absence of an effective
registration statement covering the Company's Common Stock, or an
available exemption from registration under the Securities Act, the
Common Stock must be held indefinitely. In particular, Consultant is
aware that the Common Stock may not be sold under Rule 144 unless all
of the conditions of that rule have been met.
16. Proceeds. The proceeds, if any from Consultant's sale of Lexon Common
Stock shall be solely for Consultant's benefit. No proceeds from the
sale of these shares shall directly or indirectly pass through to
Lexon, it's directors, officers or affiliates.
17. Legends. To the extent applicable, each certificate or other document
evidencing the Company's Common Stock shall be endorsed with the
legend set forth in exhibit "A".
18. Miscellaneous.
(a) Notices. Any notice, request, demand or other communication
required to be made or which may be given to either party hereto
shall be delivered by certified U.S. mail, postage prepaid, to
that party's attention at the address set forth below or at such
other address as shall be changed from time to time by giving
notice hereunder.
SB-2 Sequential Page Number 69 of 77
<PAGE>
(b) Entire Agreement. This document constitutes the complete and
entire employment agreement between the parties hereto with
reference to the subject matters hereof. No statement or
agreement, oral or written, made prior to or at the signing
hereof, and no prior course of dealing or practice by either
party shall vary or modify the written terms hereof.
(c) Headings. The headings and captions contained in this Agreement
are for ease and convenience of reference only and shall not be
deemed for any purpose to affect the substantive meaning of the
rights and duties of the parties hereto in any way.
(d) Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors
and assigns.
(e) Counterparts. This Agreement may be executed in multiple
counterparts, each of which has the same text and each of which
shall be deemed an original for all purposes, but together they
constitute one single and the same agreement.
(f) Amendments. This Agreement may be amended only by a written
document signed by the parties and stating that the document is
intended to amend this Agreement.
(g) Applicable Law. This Agreement shall be governed by and construed
in accordance with Oklahoma law.
(h) Resolution of Disputes. The parties agree to resolve all disputes
arising under or in connection with this Agreement by final and
binding arbitration, which either party may initiate 60 days
after the parties have failed to reach a mutually acceptable
agreement after negotiating in good faith to do so. The
arbitration shall be conducted in accordance with the Commercial
Rules of Arbitration of the American Arbitration Association,
held in Tulsa, OK.
(i) Additional Documents. The parties hereto shall enter into and
execute such additional agreements, understandings, documents or
instruments as may be necessary to implement the intent of this
Agreement.
(j) Cumulative Remedies. The remedies of the parties as set forth
herein are cumulative and may be exercised individually or
together with one or all other remedies, and are not exclusive
but instead are in addition to all other rights and remedies
available to the parties at law or in equity.
(k) Severability. If any provision of this Agreement or the
application thereof to any person or circumstances shall be held
invalid or unenforceable to any extent, the remainder of this
Agreement and the application of such provisions to other persons
or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
(l) Waiver. The failure of a party to enforce any provision of this
Agreement shall not constitute a waiver of such party's right to
thereafter enforce such provision or to enforce any other
provision at any time.
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to
be executed effective this 7th day of August, 2000.
Lexon, Inc.
___________________________________ BY:_____________________________
James Congleton, Individually Gifford Mabie, President
5316 E. 51st St., Apt. 421 8908 S. Yale Ave, Ste 409
Tulsa, OK 74137 Tulsa, OK 74137
SB-2 Sequential Page Number 70 of 77
