LEXON, INC.
INVESTOR RELATIONS SERVICES AGREEMENT WITH
MORGAN-PHILLIPS, INC.
This ("Agreement") is entered into and effective August 7, 2000 by and
between Lexon, Inc. ("Lexon") and Morgan-Phillips, Inc. ("MPI").
WHEREAS, the parties recognize and acknowledge the November 1998 Investors
Relations Services Agreement, hereinafter "November 1998 Agreement".
WHEREAS, the parties recognize and acknowledge that under the November,
1998 Agreement, MPI has seventy thousand (70,000) options that have vested, the
parties further recognize and acknowledge that all other options under the
November 1998 Agreement have expired.
WHEREAS, it is the intention of the parties, that this Agreement replace
the November 1998 Agreement in it's entirety. Fully, releasing the parties all
rights and obligations under the November 1998 Agreement.
WHEREAS, Lexon is a development stage company which owns the exclusive
right to manufacture and market a cancer detection test kit in development whose
stock is traded on the Over the Counter Bulletin Board under the symbol "LXXN";
and
WHEREAS, MPI is in the business of providing companies with shareholder,
investor, and broker relations services; and
WHEREAS, Lexon has agreed to engage MPI and MPI has accepted an engagement
to provide shareholder, investor, and broker relations services in accordance
with the terms and conditions of this Agreement.
Now, therefore, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged, parties agree as follows:
1. Acceptance of Engagement. Lexon hereby agrees to engage MPI to
provide, and MPI agrees to accept the engagement from Lexon to provide
traditional financial public relations and shareholder relations
information and other services in accordance with this Agreement.
2. Scope of Services of MPI. MPI agrees to provide public relations,
education, information and the following related services:
A. Generate potential investor leads and inform, follow up, update
and create interest in Lexon and its common stock through
providing current information concerning Lexon, including due
diligence material;
B. Provide direct one-on-one telephonic contact with brokers,
investors, potential investors and others with respect to Lexon;
C. Prepare and distribute periodically detailed "research reports"
regarding Lexon along with an abbreviated "corporate profile" of
Lexon;
D. Prepare and distribute news releases which are approved in
advance by Lexon;
E. Distribute initial and updated investor information packets to
brokers and potential investors information containing current
information concerning Lexon, including any disclosure materials
filed with the SEC, applicable state securities commissions,
financial rating services, independent analysts' reports, product
reports and similar information;
F. Prepare and distribute audio and video presentations concerning
Lexon and its business and products;
G. Arrange and attend press conferences regarding Lexon;
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H. Arrange and assist Lexon in attending television and radio
investment forums;
I. Write news articles approved by Lexon and distribute them to
investments clubs, investment newsletters, investor magazines,
and public print media;
J. Develop and maintain an Internet Website for Lexon which provides
current information regarding Lexon;
K. Respond accurately and promptly to faxes, email and other
electronic inquiries concerning Lexon;
L. Write and distribute articles for investor club newsletters;
M. Arrange and participate in investor information meetings with
potential investors, the brokerage community and others regarding
Lexon;
N. Place articles at least quarterly regarding Lexon in investor and
news magazines;
O. Arrange, attend and assist Lexon in attending and making
presentations at investor trade shows at least 2 times a year;
P. Use its good faith diligent efforts to know the current facts
concerning Lexon and ensure that its employees and
representatives remain current in their information regarding
Lexon;
Q. Establish and maintain a data bank with the names, addresses,
telephone numbers, fax numbers, email addresses and other similar
information regarding investors, potential investors, brokers,
and others in the investment community; and
R. Generally, keep the public, the investor community and the
brokerage community well informed with concise, accurate and
timely information concerning Lexon and its business, its
progress and its potential.
3. Scope of Information to be Provided by MPI. MPI agrees to provide only
information that is received from and approved by Lexon. MPI 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 MPI is not false or
materially misleading. If MPI receives any inquiry which calls for a
response with information that has not been approved by Lexon or as to
which MPI does not know the correct and current answer, MPI agrees to
request the information from Lexon and not provide a guess, a
projection, an assumption, or information not approved by Lexon.
4. Applicable Securities Laws. MPI agrees to abide by all state and
federal securities laws. Specifically, MPI acknowledges it's
understanding of the laws which govern investor relations firms and
agrees not to violate any section or law including but not limited to
Sections 10(b) and/or 17(b) o the Securities Act.
5. Ability to perform. MPI represents that MPI it's officers and
principal are not subject to any federal, state or industry
self-regulatory order or ruling concerning any financial (including
banking, insurance and securities) activities, dealings or licensing.
The licenses are to include all banking, securities and insurance
licenses issued by the federal government, state government or
self-regulatory agencies.
Furthermore, MPI represents that MPI's officers, directors, principals
and employees have not been convicted of any state or federal
Securities Violations, Banking violations, Insurance violations,
fraud(bank, wire or otherwise), money laundering, theft by deception
or similar crime.
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6. Compensation. MPI 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. The terms of
the exemption and compensation shall be set forth in the Compensation
Agreement which shall be executed contemporaneously and made apart
hereof.
7. Nature of Relationship. MPI and Lexon are independent contractors and
are not partners, joint venturers, employees, agents, or other
representatives of the other. Neither MPI nor Lexon is authorized or
empowered to bind the other in contract or in any other way or to act
as a representative of the other in any capacity without the express
written consent of the other. Each party is solely responsible for all
costs and liabilities arising from taxes of every kind or relating to
its own employees and other representatives, or relating to the
conduct of its business as an independent entity, and each party
agrees to indemnify and hold the other party harmless therefrom. MPI
is in the business of providing information to the investing public
and the investment community. MPI is not a registered broker or
investment advisor, and MPI agrees not to undertake any activity which
will require it to be so registered.
8. Costs of Investor Relations Function. MPI will bear the costs of and
be solely responsible for the investor relations activities as
described in paragraph 2, above MPI and Lexon understand that MPI has
the discretion and duty to spend its resources in the manner, at the
time and for the purposes for which MPI believes in its best,
reasonable good faith determination will be the most effective in the
furtherance of providing the investing public current, accurate and
timely information regarding Lexon. MPI will coordinate in writing
with Lexon regarding any material deviations from the investor
relations activities. Failure to perform the investor relations
activities in a material way shall constitute a breach of this
Agreement.
9. No Conflicting Activities. MPI agrees not to engage in any activities
that violate its duties under this Agreement or represent any other
entity that is engaged in the manufacture or sale of products or
services that directly compete with the business, products or services
of Lexon.
10. Inside and Confidential Information. MPI agrees not to disclose, use
or disseminate any information of or relating to Lexon which is
proprietary, confidential and competitively sensitive without the
prior written approval of Lexon. MPI further agrees not to act upon
for its own account or for the account of another and not to disclose
or disseminate any non-public information that is used to purchase or
sell securities of Lexon.
11. Disclosure of Relationship with Lexon. MPI agrees to disclose in a
manner consistent with applicable laws, rules and regulations that it
is providing investor relations and public 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 MPI in the past, present and future.
Specifically, MPI 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."
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12. Ownershipof Information. MPI will receive information concerning Lexon
and MPI will create advertising and other promotional materials for
the benefit of Lexon. MPI agrees that all such material belong to and
are the property of Lexon. Likewise, MPI maintains certain information
regarding potential investors that it considers to be proprietary.
Lexon agrees not to disclosure or use any such information only in the
furtherance of its business, provided that Lexon investor information
shall not be deemed for any purpose to belong to MPI.
13. Short Sales. MPI, it's officers, directors, employees, affiliates and
related parties (including all family members) shall not under any
circumstances engage either directly or indirectly in short sales of
the Companies stock. MPI shall not direct any third parties to short
sales of Lexon's stock.
14. Assignment. No part of this Agreement shall be assignable. MPI may not
transfer any portion of it's rights, obligations or duties under this
contract to a third party without Lexon's prior written consent. MPI
further agrees that it shall not engage independent contractors, to
perform any services which in any way relate to Lexon or this
Agreement without Lexon's prior written consent. If Lexon's gives it's
written consent all third parties must agree in writing to be bound by
the terms of this Agreement in it's entirety. Furthermore, this
Agreement is not assignable in any part with or without Lexon's
written consent to any third parties who have been convicted of any
state or federal Securities Violations, Banking violations, Insurance
violations, fraud(bank, wire or otherwise), money laundering, theft by
deception or similar crime. A conviction shall be meant to include any
final order of a state or federal agency or any industry
self-regulatory agency, including but not limited to cease and desist
orders. In addition this Agreement shall not be assignable to any
third parties who have had any financial license suspended or revoked
for cause. The licenses are to include all banking, securities and
insurance licenses issued by the federal government, state government
or self regulatory agencies.
15. Term. This Agreement shall expire 2 years from the date set forth
above, unless sooner terminated by either party by it giving the other
not less than 30 days' prior written notice of termination.
16. Termination of Agreement. This Agreement shall terminate upon the
occurrence of any of the following events: (a) voluntary notice of
termination given in writing not less than 60 days by either party;
(b) a party becomes legally or practically unable to perform its
obligations hereunder; and (c) for cause. "Cause" shall mean (i)
material breach of this Agreement; (ii) misrepresentation of a
material fact; (iii) omission of a material fact; (iv) willful
misconduct; (v) material negligence; and (vi) failure to comply with
an applicable law, rule or regulation. In the event of a proposed
termination for cause, notice of the facts and circumstances
surrounding the alleged cause shall be given to the other party and
the party against whom a termination for cause is asserted shall be
provided with an opportunity to present a response to the alleged
reason for cause and to cure the cause within 20 days. If not so
cured, the party against whom a cause is asserted shall be entitled to
no further benefits under this Agreement and shall immediately return
all client lists, client files, manuals, documents, files, reports,
property and equipment relating to or owned by the other and all other
Confidential Information (as described above).
17. Return of Compensation in the event of Termination. If the Agreement
is terminated for any of the reasons set forth in paragraph thirteen
(13) above, MPI's compensation shall be calculated on a pro-rata
basis, without allowance for expenses. After the pro-rata share is
deducted from the total compensation of this Agreement, the remainder
of shares and options, or the fair market value of such shares and
options shall be transferred to Lexon within fifteen days of
termination.
18. Remedies. Each party shall be entitled to exercise all remedies
available to it under a law or in equity in the event the other party
breaches its obligations hereunder. The remedies set forth herein are
cumulative, 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 in the event the other party breaches its obligations
hereunder.
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19. 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.
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. Disputes. All disputes not resolved by mutual agreement within 60
days, or such longer time as the parties mutually agree, shall be
submitted to binding arbitration pursuant to the Commercial Rules
of Arbitration of the American Arbitration Association. All
arbitration hearings shall be held in Tulsa, Oklahoma. The
parties agree to be finally bound by all arbitration awards to
the extent permitted by law. In any dispute or proceeding to
construe this Agreement not resolved by final arbitration or to
enforce an arbitration award, the parties expressly consent to
the exclusive jurisdiction of state and federal courts in Tulsa
County, Oklahoma, the principal place of business of both
Morgan-Phillips and Lexon. The prevailing party in any suit
brought to interpret this Agreement shall be entitled to recover
reasonable attorney's fees and expenses in addition to any other
relief which it is entitled.
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.
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IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to
be executed effective this 1st day of August, 2000.
LEXON, INC. MORGAN-PHILLIPS, INC.
BY___________________________ BY________________________________
GIFFORD M. MABIE, PRESIDENT RAY LARSON, MANAGING DIRECTOR
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