SCIENTIFIC NRG INC, S-8, 1998-08-14

SCIENTIFIC NRG INC
S-8, 1998-08-14
ELECTRIC LIGHTING & WIRING EQUIPMENT

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<PAGE> 1
As filed with the U.S. Securities and Exchange Commission on August 14, 1998

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Scientific NRG, Incorporated
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

Minnesota 41-1457271
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

2246 Lindsay Way, Glendora, California 91740
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices, including ZIP Code)

Employment Agreement with Daniel W. Parke,
Employment Agreement with Jonathan D. Forgy, Fee
Agreement with Richard O. Weed.
- --------------------------------------------------------------------------------
(Full title of the plan)

Jonathan D. Forgy, President, 2246 Lindsay Way,
Glendora, California 91740
- --------------------------------------------------------------------------------
(Name and address of agent for service)

(909) 305-0322
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)

<PAGE> 2
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================
PROPOSED
PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT OF SHARES MAXIMUM OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED TO BE REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
---------------- ---------------- ------------------ ----------------- ------------
<S> <C> <C> <C> <C>
no par value
common stock 240,000 $ 0.09 $ 21,600 $ 6.37
no par value
common stock 640,000 $ 0.09 $ 57,600 $ 16.99
no par value
common stock 502,740 $ 0.09 $ 45,246 $ 13.35
no par value
common stock 300,000 $ 0.20 $ 60,000 $ 17.70
underlying options
no par value
common stock 100,000 $ 0.20 $ 20,000 $ 5.90
underlying options

TOTALS 1,782,740 N/A $ 204,447 $ 60.31
=========================================================================================================
</TABLE>

Total No. of Pages: 36 Exhibit Index on Page No.: 14

(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of either (a) the average
of the high and low prices per share of the Common Stock as of a date
within five business days prior to the filing of this Registration
Statement.

<PAGE> 3
PROSPECTUS

SCIENTIFIC NRG, INCORPORATED
2246 Lindsay Way, Glendora, California 91740
1,382,740 SHARES OF COMMON STOCK AND
400,000 SHARES OF COMMON STOCK UNDERLYING OPTIONS

This Prospectus relates to the offer and sale by Scientific NRG,
Incorporated, a Minnesota corporation (the "Company"), of shares of its no par
value per share common stock (the "Common Stock") to certain employees and
consultants (collectively 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 1,382,740 shares of the Common Stock and 400,000 shares of Common
Stock underlying stock options in consideration for services rendered and to be
performed 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. Of the
shares registered hereunder 1,382,740 shares of Common Stock are being sold to
Daniel W. Parke, Jonathan D. Forgy, and Richard O. Weed who are "affiliates" 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 Resales").

The Common Stock is listed on the OTC bulletin board under the symbol "SCCG".

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 August 13, 1998

<PAGE> 4
This Prospectus is part of a Registration Statement which was filed and
became 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 been omitted 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 by 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: 2246 Lindsay Way,
Glendora, California 91740.

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 inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549. Copies may 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, D.C. 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 person 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.

<PAGE> 5
TABLE OF CONTENTS

<TABLE>
<S> <C>
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 6

ITEM 1. PLAN INFORMATION 6

GENERAL INFORMATION 6

THE COMPANY 6

PURPOSES 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 7

LEGAL OPINION AND EXPERTS 7

INDEMNIFICATION OF OFFICERS AND DIRECTORS 8

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 8

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 8

ITEM 4. DESCRIPTION OF SECURITIES 8

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 8

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 9

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 9

ITEM 8. EXHIBITS 10

ITEM 9. UNDERTAKINGS 12

SIGNATURES 13

EXHIBIT INDEX 14
</TABLE>

<PAGE> 6
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

GENERAL INFORMATION

THE COMPANY

The Company has its principal executive offices at: 2246 Lindsay Way,
Glendora, California 91740.

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 1,382,740 shares of the
Common Stock and 400,000 shares underlying stock options granted 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

<PAGE> 7
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 in the taxable year of the Company during which the
recipient recognizes income.

RESTRICTIONS ON 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 on
Form 10-K for the year ended June 30, 1997 filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (or 10-QSB) filed under the Securities
or Exchange Act subsequent to any filed Form 10K (or 10-KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and the Company's Form
8-K filings, if any, 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 thereof 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: 2246 Lindsay Way, Glendora, California 91740.

LEGAL OPINION AND EXPERTS

Richard O. Weed has rendered an opinion on the validity of the securities
being registered.

<PAGE> 8
The financial statements of Scientific NRG, Inc. incorporated by reference in
the Company's Annual Report (Form 10-KSB) for the year ended June 30, 1997 have
been audited by Corbin & Wertz 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 for 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 been 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 annual
report referred to in (a), above; and

ITEM 4. DESCRIPTION OF SECURITIES

No description of the class of securities (i.e. the no 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

<PAGE> 9
Richard O. Weed, counsel to the Company and a Director, owns 185,000
shares of the Company's common stock and will receive 502,740 shares pursuant to
this registration statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Minnesota Statutes Annotated Section 302A.251 Subdivision 4 provides for the
elimination or limitation of liability for directors of the Company. Moreover,
Article VI of the Company's Articles of Incorporation provides that "A director
or the corporation shall not be personally liable to the corporation
shareholders for monetary damages for breach of fiduciary duty as a director,
except (i) liability based on a breach or the duty of loyalty to the corporation
or shareholders; (ii) liability for acts or omissions not in good faith or that
in intentional misconduct or a knowing violation of law; (iii) liability based
on the payment of an improper dividend or an improper repurchase of the
corporation's stock Section 559 or the Minnesota Business Corporation Act
(Minnesota Statutes, Chapter 302A) or on violations of federal or state
securities laws; (iv) liability for any transaction from which the director
derived an improper personal benefit, or (v) liability for any omission
occurring prior to the date this Article VI becomes effective. If Chapter 302A
of the Minnesota Business Corporation Act hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by such amended Chapter 302A of the Minnesota Business Corporation
Act. Any repeal or modification or this Article by the shareholders of the
corporation shall be prospective only, shall not adversely affect any limitation
on the personal liability or a director of the corporation existing at the time
of such repeal or modification, and shall be made only upon the affirmative vote
of the same percentage of votes represented by shares of the common stock of the
Corporation present, in person or by proxy, at a meeting of shareholders duly
called for such purpose as were originally obtained to adopt this Article VI.

The effect of these provisions will be to eliminate the rights of the
Company and its stockholders (through shareholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i) -
(v) of the proceeding paragraph.

These provisions will not affect the validity of injunctive relief
against directors of the Company (although such relief may not always be
available as a practical matter) nor will it limit directors liability for
violations of federal securities laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

<PAGE> 10
ITEM 8. EXHIBITS

(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-K and are specifically
incorporated herein by this reference:

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
<S> <C>
1. Not required.

2. Not required.

3. Not required.

4. Not applicable.

5. Opinion of Richard O. Weed regarding the legality
of the securities registered.

6. Not required.

7. Not required.

8. Not required.

9. Not required.

10. A. Employment Agreement with Daniel W. Parke
B. Employment Agreement with Jonathan D. Forgy
C. Fee Agreement with Richard O. Weed

11. Not required.

12. Not required.

13. Not required.
</TABLE>

<PAGE> 11

<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
<S> <C>
14. Not required.

15. Not required.

16. Not required.

17. Not required.

18. Not required.

19. Not required.

20. Not required.

21. Not required.

22. Not required.

23. Not required.

23.1 Consent of Richard O. Weed, 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 Corbin & Wertz

25. Not applicable.

26. Not applicable.

27. Not applicable.

28. Not applicable.

29. Not applicable.
</TABLE>

<PAGE> 12
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. In the event that 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 paragraph is incorporated by reference from
period 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

<PAGE> 13
Rule 14a-3 or Rule 14e-3 under the Securities Exchange Act of
1934; and, where interim financial information require 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 incorporated 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 be 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 Irvine, State of California on the 13th day of August,
1998.

SCIENTIFIC NRG, INCORPORATED.
(Registrant)

By: /s/ Jonathan D. Forgy
-------------------------------
Jonathan D. Forgy, 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:

<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Jonathan D. Forgy President August 13, 1998
- ------------------------------- and Director
Jonathan D. Forgy

/s/ Oliver K. Washburn Chief Financial Officer, August 13, 1998
- ------------------------------- and Director
Oliver K. Washburn

/s/ Richard O. Weed Director August 13, 1998
- -------------------------------
Richard O. Weed
</TABLE>

<PAGE> 14
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-K and are specifically incorporated herein
by this reference:

<TABLE>
<CAPTION>
EXHIBIT NUMBER
IN REGISTRATION NUMBERED
STATEMENT DESCRIPTION PAGE
- -------------- ----------- --------
<S> <C> <C>
5. Opinion of Counsel 15

10. A. Employment Agreement with Daniel W. Parke 17

B. Employment Agreement with Jonathan D. Forgy 24

C. Fee Agreement with Richard O. Weed 31

23.1 Consent of Richard O. Weed to Use of Opinion 35

23.2 Consent of Corbin & Wertz 36
</TABLE>

<PAGE> 1
EXHIBIT 5.

OPINION OF COUNSEL

ARCHER & WEED
Special Project Counsel

4695 MACARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660
TELEPHONE (714) 475-9086 FACSIMILE (714) 475-9087
EMAIL: [email protected]

WRITER'S DIRECT NUMBER
(714) 475-9088

August 13, 1998

Board of Directors
Scientific NRG, Incorporated
2246 Lindsay Way
Glendora, CA 91740

RE: Form S-8 Registration Statement

Dear Members of the Board:

As special project counsel to Scientific NRG, Incorporated, a Minnesota
corporation (the "Company"), in connection with that certain Form S-8
registration statement dated August 13, 1998, I have been asked to provide an
opinion of counsel as to the legality of the securities being registered,
indicating whether they will, when sold, be legally issued, fully paid and
non-assessable.

In rendering this opinion, I have assumed, without independently
verifying such assumptions, and this opinion is based and conditioned upon the
following: (i) the genuineness of the signatures on and the enforceability of
all instruments, documents and agreements examined by me and the authenticity of
all documents furnished for my examination as originals and the conformity to
the original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly executed on or as of the date stated and that execution and delivery
was duly authorized on the part of the parties thereto; (iii) each of the
foregoing certificates, instruments and documents being duly authorized,
executed and delivered by or on behalf of all the respective parties thereto,
and such instruments and documents being legal, valid binding obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents received from the State of California; and (vi) the Company
will be operated in accordance with the terms of its charter documents and the
laws of the State of California and the terms of the instruments or documents
referred to above.

<PAGE> 2
Based upon the foregoing, I am of the opinion that:

1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Minnesota, the
jurisdiction of its incorporation.

2. The terms and provisions of the common stock conform to the
description thereof contained in the registration statement, and the form of the
stock certificates used to evidence the common stock are in good and proper form
and no stockholder is entitled to preemptive rights to subscribe for or purchase
any of the common stock,

3. The issuance and the sale of the shares of common stock has been duly
and validly authorized and the securities will, when sold, be duly legally
issued, fully paid and non-assessable shares of common stock of the Company.

I am admitted to practice in the State of California and the State of
Texas. I am not admitted to practice in any jurisdictions other than California
and Texas, in which the Company may own property or transact business. My
opinions herein are with respect to federal law only and, to the extent my
opinions are derived from the laws of other jurisdictions, are based upon an
examination of all relevant authorities and the documents referenced herein and
are believed to be correct. I have not directly obtained legal opinions as to
such matters from attorneys licensed in such other jurisdictions. No opinion is
expressed upon any conflict of law issues. My opinions are qualified to the
extent that enforcement of rights and remedies are subject to bankruptcy,
insolvency, fraudulent conveyance, moratorium, and other laws of general
application or equitable principles affecting the rights and remedies of
creditors and security holders and to the extent that the availability of the
remedy of specific performance or of injunctive relief is subject to the
discretion of the court before which any proceeding may be brought.

This opinion is limited to matters existing as of this date and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.

I furnish this opinion to you as special counsel for the Company and it
is solely for your benefit. This opinion is not to be used, circulated, quoted
or otherwise referred to in whole or in part for any other purpose, except as
set forth in my consent.

Very truly yours,

/s Richard O. Weed
Richard O. Weed

<PAGE> 1
EXHIBIT 10 A

EMPLOYMENT AGREEMENT WITH DANIEL W. PARKE

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 25th
day of June, 1998, to be effective as of July 1, 1997, by Scientific NRG,
Incorporated, a Minnesota corporation (the "Company") and Daniel W. Parke, an
individual residing at ______________
______________________________________________ (the "Executive").

WHEREAS, the Company desires to retain the services of the Executive as
Chief Executive Officer of the Company and the Executive desires to render such
services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained
herein, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:

1. Employment Term. The Company employs the Executive and the Executive
accepts employment by the Company, upon the terms and subject to the conditions
set forth in this Agreement, until June 30, 1998; provided, however, that such
employment may be sooner terminated pursuant to the terms of this Agreement.

2. Management of the Company. The Executive shall devote the Executive's
time, best efforts, attention and skill to, and shall perform faithfully,
loyally and efficiently the Executive's duties as Chief Executive Officer of the
Company. Further, the Executive will punctually and faithfully perform and
observe any and all rules and regulations which the Company may now or shall
hereafter reasonably establish governing the Executive's conduct and the conduct
of the Company's business which are consistent with this Agreement.

3. Compensation; Benefits. In consideration of the services rendered to the
Company by the Executive, the Company shall pay the Executive a salary at the
annual rate of $12,000 (the "Salary"). The Salary shall be payable in accordance
with the normal payroll practices of the Company then in effect. The Salary, and
all other forms of compensation paid to the Executive hereunder, shall be
subject to all applicable taxes required to be withheld by the Company pursuant
to federal, state or local law. The Executive shall be solely responsible for
income taxes imposed on the Executive by reasons of any cash or non-cash
compensation and benefits provided by this Agreement.

In addition to the Salary, during the Employment Term, the Executive
shall be entitled to: (i) all legal and religious holidays, and two (2) weeks
paid vacation per annum. The Executive shall arrange for vacations in advance at
such time or times as shall be mutually agreeable to the Executive and the
Company's Board of Directors. The Executive may not receive pay in lieu of
vacation; (ii) participate in all employee benefit plans and/or arrangements
adopted by the Company relating to pensions, hospital,

<PAGE> 2
medical, dental, disability and life insurance, deferred salary and savings
plans, and other similar employee benefit plans or arrangements to the extent
that the Executive meets the eligibility requirements for any such plan as in
effect from time to time; (iii) payment by the Company directly, or
reimbursement by the Company for, reasonable and customary business and
out-of-pocket expenses incurred by the Executive in connection with the
performance by the Executive of the Executive's duties under this Agreement in
accordance with the Company's policies and practices for reimbursement of such
expenses, as in effect from time to time, including, without limitation,
reasonable and necessary travel, lodging, entertainment and meals incurred by
the Executive in furtherance of the Company's business and at the Company's
request.

In addition to the payment of Salary, the Company hereby grants to the
Executive, 300,000 non-qualified stock options (collectively, the "Stock
Options"). Each Stock Option provides the Executive with the right to purchase
one share of the Company's no par value common stock at $0.20 per share. The
Stock Options are non-transferable, vest immediately in Executive, and expire at
the close of business on September 30, 2001. Any Stock Options previously
granted to Executive are hereby cancelled and surrendered.

4. Termination of Employment. The Executive's employment hereunder shall
terminate upon the earliest to occur of any the following events, on the dates
and at the times specified below:

(i) the close of business on June 30, 1998 (the "Expiration Date");

(ii) the close of business on the date of the Executive's death
("Death");

(iii) the close of business on the Termination Date (as defined below)
specified in the Notice of Termination (as defined below) which the Company
shall have delivered to the Executive due to the Executive's Disability.
"Disability" shall mean if (i) the Executive is absent from work for 30 calendar
days in any twelve-month period by reason of illness or incapacity whether
physical or otherwise) or (ii) the Company reasonably determines that the
Executive is unable to perform his duties, services and responsibilities by
reason of illness or incapacity (whether physical or otherwise) for a total of
30 calendar days in any twelve-month period during the Employment Term. The
Executive agrees, in the event of any dispute under this Section, and after
receipt by the Executive of such Notice of Termination from the Company, to
submit to a physical examination by a licensed physician selected by the
Company. The Executive may seek a second opinion from a licensed physician
acceptable to the Company. If the results of the first examination and the
second examination are different, a licensed physician selected by the
physicians who have performed the first and second examinations shall perform a
third physical examination of the Executive, the result of which shall be
determinative for purposes of this Section;

(iv) the close of business on the Termination Date specified in the
Notice of Termination which the Executive shall have delivered to the Company to
terminate his employment ("Voluntary Termination");

(v) the close of business on the Termination Date specified in the
Notice of Termination which the Company shall have delivered to the Executive to
terminate the Executive's employment for Cause. "Cause" as used herein means
termination based on (i) the Executive's material breach of this Agreement, (ii)
conviction of the Executive for (a) any crime constituting a felony in the
jurisdiction in which committed, (b) any crime involving moral turpitude whether
or not a felony), or (c) any other criminal act

<PAGE> 3
against the Company involving dishonesty or willful misconduct intended to
injure the Company (whether or not a felony), (iii) substance abuse by the
Executive, (iv) the failure or refusal of the Executive to follow one or more
lawful and proper directives of the Board of Directors delivered to the
Executive in writing, or (v) willful malfeasance or gross misconduct by the
Executive which discredits or damages the Company.

Any purported termination by the Company or the Executive (other than by
reason of Death or on the Expiration Date) shall be communicated by written
Notice of Termination to the other. As used herein, the term "Notice of
Termination" shall mean a notice which indicates the specific termination
provision in this Agreement relied upon and sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated. After receipt of a
Notice of Termination, the Executive shall continue to be available to the
Company on a part-time basis at reasonable and customary hourly rates to assist
in the necessary transition.

As used herein, the term "Termination Date" shall mean, (i) in the case
of Death, the date of the Executive's death, (ii) in the case of expiration of
the term hereof, the Expiration Date, or (iii) in all other cases, the date
specified in the Notice of Termination.

5. Employee Covenants.

Trade Secrets and Proprietary Information. The Executive agrees and
understands that due to the Executive's position with the Company, the Executive
will be exposed to, and has received and will receive, confidential and
proprietary information of the Company or relating to the Company's business or
affairs collectively, the "Trade Secrets"), including but not limited to
technical information, product information and formulae, processes, business and
marketing plans, strategies, customer information, other information concerning
the Company's products, promotions, development, financing, expansion plans,
business policies and practices and other forms of information considered by the
Company to be proprietary and confidential and in the nature of trade secrets.
Trade Secrets shall not include any such information which (A) was known to the
Executive prior to his employment by the Company or (B) was or becomes generally
available to the public other than as a result of a disclosure by the Executive
in violation of the provisions of this Section. Except to the extent that the
proper performance of the Executive's duties, services and responsibilities
hereunder may require disclosure, the Executive agrees that during the
Employment Term and at all times thereafter the Executive will keep such Trade
Secrets confidential and will not disclose such information, either directly or
indirectly, to any third person or entity without the prior written consent of
the Company. This confidentiality covenant has no temporal, geographical or
territorial restriction. On the Termination Date unless the Executive remains as
an employee of the Company thereafter in which case, on the date which the
Executive is no longer an employee of the Company), the Executive will promptly
supply to the Company all property, keys, notes, memoranda, writings, lists,
files, reports, customer lists, correspondence, tapes, disks, cards, surveys,
maps, logs, machines, technical data, formulae or any other tangible product or
document which has been produced by, received by or otherwise submitted to and
retained by the Executive in the course of his employment with the Company. Any
material breach of the terms of this paragraph shall be considered Cause.

Prohibited and Competitive Activities. The Executive and the Company
recognize that due to the nature of the Executive's engagement hereunder and the
relationship of the Executive to the Company, the Executive has had and will
have access to, has had and will acquire, and has assisted and may continue to
assist in, developing confidential and proprietary information relating to the
business and operations of the

<PAGE> 4
Company and its affiliates, including, without limitation, Trade Secrets. The
Executive acknowledges that such information has been and will be of central
importance to the business of the Company and its affiliates and that disclosure
of it to, or its use by, others (including, without limitation, the Executive
(other than with respect to the Company's business and affairs)) could cause
substantial loss to the Company.

The Executive and the Company also recognize that an important part of
the Executive's duties will be to develop good will for the Company and its
affiliates through the Executive's personal contact with Clients (as defined
below), employees, and others having business relationships with the Company,
and that there is a danger that this good will, a proprietary asset of the
Company, may follow the Executive if and when the Executive's relationship with
the Company is terminated. The Executive accordingly agrees as follows:

(i) Prohibited Activities. The Executive agrees that the Executive will
not at any time during the Employment Term: (A) (other than in the course of the
Executive's employment) disclose or furnish to any other person or, directly or
indirectly, use for the Executive's own account or the account of any other
person, any Trade Secrets, no matter from where or in what manner he may have
acquired such Trade Secrets, and the Executive shall retain all such Trade
Secrets in trust for the benefit of the Company, its affiliates and the
successors and assigns of any of them, (B) directly or through one or more
intermediaries, solicit for employment or recommend to any subsequent employer
of the Executive the solicitation for employment of, any person who, at the time
of such solicitation, is employed by the Company or any affiliate, (C) directly
or indirectly, whether for the Executive's own account or for the account of any
other person, solicit, divert, or endeavor to entice away from the Company or
any entity controlled by the Company, or otherwise engage in any activity
intended to terminate, disrupt, or interfere with, the Company's or any of its
affiliates' relationships with, Clients, or otherwise adversely affect the
Company's or any of its affiliates' relationships with Clients or other business
relationships of the Company or any affiliate thereof, or (D) publish or make
any statement critical of the Company or any shareholder or affiliate of the
Company or in any way adversely affect or otherwise malign the business or
reputation of any of the foregoing persons (any activity described in clause
(A), (B), (C) or (D) of this Section being referred to as a Prohibited
Activity"); provided, however, that if in the written opinion of Counsel, the
Executive is legally compelled to disclose Trade Secrets to any tribunal or else
stand liable for contempt or suffer other similar censure or penalty, then the
disclosure to such tribunal of only those Trade Secrets which such counsel
advises in writing are legally required to be disclosed shall not constitute a
Prohibited Activity provided that the Executive shall give the Company as much
advance notice of such disclosure as is reasonably practicable. As used herein,
the term "Clients" shall mean those persons who, at any time during the
Executive's course of employment with the Company (including, without
limitation, prior to the date of this Agreement) are or were clients or
customers of the Company or any affiliate thereof or any predecessor of any of
the foregoing.

(ii) Non-Competition. By and in consideration of the Company's entering
into this Agreement, the Executive agrees that the Executive will not, during
the Employment Term and for a period of eighteen months thereafter, engage in
any Competitive Activity. The term "Competitive Activity" means engaging in any
of the following activities: (A) serving as a director of any Competitor (as
defined below), (B) directly or indirectly through one or more intermediaries,
either (X) controlling any Competitor or (Y) owning any equity or debt interests
in any Competitor (other than equity or debt interests which are publicly traded
and, at the time of any acquisition thereof by the Executive, do not in the
aggregate exceed

<PAGE> 5
5% of the particular class of interests of such Competitor then outstanding) (it
being understood that, if interests in any Competitor are owned by an investment
vehicle or other entity in which the Executive owns an equity interest, a
portion of the interests in such Competitor owned by such entity shall be
attributed to the Executive, such portion determined by applying the percentage
of the equity interest in such entity owned by the Executive to the interests in
such Competitor owned by such entity), (C) employment by (including serving as
an officer, director or partner of), providing consulting services to
(including, without limitation, as an independent contractor), or managing or
operating the business or affairs of, any Competitor or (D) participating in the
ownership, management, operation or control of or being connected in any manner
with any Competitor. The term "Competitor" as used herein (i) during the
Employment Term, means any person (other than the Company, Parke Industries,
Inc. or any of their respective affiliates) that competes, either directly or
indirectly with any of the business conducted by the Company or any affiliate.

Remedies. The Executive agrees that any breach of the terms of this
Section would result in irreparable injury and damage to the Company for which
the Company would have no adequate remedy at law. The Executive therefore agrees
that in the event of said breach or any threat of breach, the Company shall be
entitled to an immediate injunction and restraining order to prevent such breach
and/or threatened breach and/or continued breach by the Executive and/or any and
all persons and/or entities acting for and/or with the Executive, without having
to prove damages. The terms of this paragraph shall not prevent the Company from
pursuing any other available remedies to which the Company may be entitled at
law or in equity for any breach or threatened breach hereof, including but not
limited to the recovery of damages from the Executive. the provisions of this
Section 8 shall survive any termination of this Agreement. The existence of any
claim or cause of action by the Executive against the Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company of the covenants and agreements of this Section.

Proprietary Information and Inventions. The Executive agrees that any
and all inventions, discoveries, improvements, processes, formulae, business
application software, patents, copyrights and trademarks made, developed,
discovered or acquired by him prior to and during the Employment Term, solely or
jointly with others or otherwise, which relate to the business of the Company,
and all knowledge possessed by the Executive relating thereto collectively, the
"Inventions"), shall be fully and promptly disclosed to the Board of Directors
and to such person or persons as the Board of Directors shall direct and the
Executive irrevocably assigns to the Company all of the Executive's right, title
and interest in and to all Inventions of the Company and all such Inventions
shall be the sole and absolute property of the Company and the Company shall be
the sole and absolute owner thereof. The Executive agrees that he will at all
times keep all Inventions secret from everyone except the Company and such
persons as the Board of Directors may from time to time direct. The Executive
shall, as requested by the Company at any time and from time to time, whether
prior to or after the expiration of the Employment Term, execute and deliver to
the Company any instruments deemed necessary by the Company to effect disclosure
and assignment of the Inventions to the Company or its designees and any patent
applications (United States or foreign) and renewals with respect thereto,
including any other instruments deemed necessary by the Company for the
prosecution of patent applications, the acquisition of letters patent and/or the
acquisition of patents or copyrights in any and all countries and to vest title
thereto in the Company or its nominee.

6. Representations and Warranties of the Executive. The Executive
represents and warrants to the Company that:

<PAGE> 6
(i) The Executive's employment by the Company as contemplated will not
conflict with, and will not be constrained by, any prior or current employment,
consulting agreement or relationship, whether written or oral; and

(ii) The Executive does not possess confidential information arising out
of any employment, consulting agreement or relationship with any person or
entity other than the Company which could be utilized in connection with the
Executive's employment by the Company.

7. Binding Effect or Assignment. This Agreement shall inure to the benefit
of and be binding upon the parties and their respective heirs, executors,
representatives, states, successors and assigns, including any successor or
assign to all or substantially all of the business and/or assets of the Company,
whether direct or indirect, by purchase, merger, consolidation, acquisition of
stock, or otherwise; provided, however, that the Executive, or any beneficiary
or legal representative of the Executive, shall not assign all or any portion of
the Executive's rights or obligations under this Agreement without the prior
written consent of the Company.

8. Notices. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
as of the date delivered, mailed or transmitted, and shall be effective upon
receipt.

9. Amendment and Modification. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by each of the Executive and the Company. No
such waiver or discharge by either party hereto at any time or any waiver or
discharge of any breach by the other party hereto of, or compliance with, any
condition or provision of this agreement to be performed by such other party,
shall be deemed a waiver or discharge of similar or dissimilar provisions or
conditions, or a waiver or discharge of any breach of any provisions, at the
same or at any prior or subsequent time.

10. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of California without giving effect to the
conflict of law principles of that state.

11. Severability. In the event that any one or more of the provisions of
this Agreement shall be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other portion of this Agreement, and this Agreement shall be construed as if
such provision had never been contained herein.

12. Withholding Taxes. Notwithstanding anything contained herein to the
contrary, all payments required to be made hereunder by the Company to the
Executive, or his estate or beneficiaries, shall be subject to the withholding
of such amounts as the Company may reasonably determine it should withhold
pursuant to any applicable federal, state or local law or regulation.

13. Arbitration of Disputes. The parties hereto mutually consent to the
resolution by arbitration of all claims and controversies arising out of or
relating to this Agreement.

<PAGE> 7
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

15. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes any and all prior agreements, written or
oral, understandings and arrangements, either oral or written, between the
parties with respect to the subject matter, and shall, as of the date hereof,
constitute the only employment agreement between the parties.

16. Further Assurances. Each party shall do and perform, or cause to be done
and performed, all further acts and things and shall execute and deliver all
other agreements, certificates, instruments, and documents as any other party
reasonably may request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions
contemplated.

17. Construction. The headings in this Agreement are for reference purposes
only and shall not limit or otherwise affect the meaning or interpretation of
this Agreement.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first above written.

"Company"
Scientific NRG, Incorporated,
a Minnesota corporation

By: /s/ Tammy Miller
-------------------------------
Name: Tammy Miller
Title: Secretary

"Executive"
Daniel W. Parke

By: /s/ Daniel W. Parke
-------------------------------
Daniel W. Parke, an individual

<PAGE> 1
EXHIBIT 10 B

EMPLOYMENT AGREEMENT WITH JONATHAN D. FORGY

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 25th
day of June, 1998, to be effective as of July 1, 1997, by Scientific NRG,
Incorporated, a Minnesota corporation (the "Company") and Jonathan D. Forgy, an
individual residing at 912 North Loraine Avenue, Glendora, California 91741 (the
"Executive").

WHEREAS, the Company desires to retain the services of the Executive as
President of the Company and the Executive desires to render such services on
the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained
herein, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:

2. Management of the Company. The Executive shall devote the Executive's
time, best efforts, attention and skill to, and shall perform faithfully,
loyally and efficiently the Executive's duties as President of the Company.
Further, the Executive will punctually and faithfully perform and observe any
and all rules and regulations which the Company may now or shall hereafter
reasonably establish governing the Executive's conduct and the conduct of the
Company's business which are consistent with this Agreement.

3. Compensation; Benefits. In consideration of the services rendered to the
Company by the Executive, the Company shall pay the Executive a salary at the
annual rate of $48,000 (the "Salary"). The Salary shall be payable in accordance
with the normal payroll practices of the Company then in effect. The Salary, and
all other forms of compensation paid to the Executive hereunder, shall be
subject to all applicable taxes required to be withheld by the Company pursuant
to federal, state or local law. The Executive shall be solely responsible for
income taxes imposed on the Executive by reasons of any cash or non-cash
compensation and benefits provided by this Agreement.

<PAGE> 2
such plan as in effect from time to time; (iii) payment by the Company directly,
or reimbursement by the Company for, reasonable and customary business and
out-of-pocket expenses incurred by the Executive in connection with the
performance by the Executive of the Executive's duties under this Agreement in
accordance with the Company's policies and practices for reimbursement of such
expenses, as in effect from time to time, including, without limitation,
reasonable and necessary travel, lodging, entertainment and meals incurred by
the Executive in furtherance of the Company's business and at the Company's
request.

In addition to the payment of Salary, the Company hereby grants to the
Executive, 100,000 non-qualified stock options (collectively, the "Stock
Options"). Each Stock Option provides the Executive with the right to purchase
one share of the Company's no par value common stock at $0.20 per share. The
Stock Options are non-transferable, vest immediately in Executive, and expire at
the close of business on September 30, 2001. Any Stock Options previously
granted to Executive are hereby cancelled and surrendered.

In addition to the Salary, Executive shall be entitled to a M&A Fee
equal to 1/2 of 1% of the transaction amount, payable within 45 days of
closing, on any merger, acquisition or public stock offering during the
Employment Term or within six months thereafter. The M&A Fee is to compensate
Executive solely for the extra time, effort, attention, and experience required
by the transaction, if any.

4. Termination of Employment. The Executive's employment hereunder shall
terminate upon the earliest to occur of any the following events, on the dates
and at the times specified below:

(i) the close of business on June 30, 1998 (the "Expiration Date");

(ii) the close of business on the date of the Executive's death
("Death");

(v) the close of business on the Termination Date specified in the
Notice of Termination which the Company shall have delivered to the Executive to
terminate the Executive's employment for Cause.

<PAGE> 3
"Cause" as used herein means termination based on (i) the Executive's material
breach of this Agreement, (ii) conviction of the Executive for (a) any crime
constituting a felony in the jurisdiction in which committed, (b) any crime
involving moral turpitude whether or not a felony), or (c) any other criminal
act against the Company involving dishonesty or willful misconduct intended to
injure the Company (whether or not a felony), (iii) substance abuse by the
Executive, (iv) the failure or refusal of the Executive to follow one or more
lawful and proper directives of the Board of Directors delivered to the
Executive in writing, or (v) willful malfeasance or gross misconduct by the
Executive which discredits or damages the Company.

5. Employee Covenants.

<PAGE> 4
Prohibited and Competitive Activities. The Executive and the Company
recognize that due to the nature of the Executive's engagement hereunder and the
relationship of the Executive to the Company, the Executive has had and will
have access to, has had and will acquire, and has assisted and may continue to
assist in, developing confidential and proprietary information relating to the
business and operations of the Company and its affiliates, including, without
limitation, Trade Secrets. The Executive acknowledges that such information has
been and will be of central importance to the business of the Company and its
affiliates and that disclosure of it to, or its use by, others (including,
without limitation, the Executive (other than with respect to the Company's
business and affairs)) could cause substantial loss to the Company.

<PAGE> 5
in any of the following activities: (A) serving as a director of any Competitor
(as defined below), (B) directly or indirectly through one or more
intermediaries, either (X) controlling any Competitor or (Y) owning any equity
or debt interests in any Competitor (other than equity or debt interests which
are publicly traded and, at the time of any acquisition thereof by the
Executive, do not in the aggregate exceed 5% of the particular class of
interests of such Competitor then outstanding) (it being understood that, if
interests in any Competitor are owned by an investment vehicle or other entity
in which the Executive owns an equity interest, a portion of the interests in
such Competitor owned by such entity shall be attributed to the Executive, such
portion determined by applying the percentage of the equity interest in such
entity owned by the Executive to the interests in such Competitor owned by such
entity), (C) employment by (including serving as an officer, director or partner
of), providing consulting services to (including, without limitation, as an
independent contractor), or managing or operating the business or affairs of,
any Competitor or (D) participating in the ownership, management, operation or
control of or being connected in any manner with any Competitor. The term
"Competitor" as used herein (i) during the Employment Term, means any person
(other than the Company, Parke Industries, Inc. or any of their respective
affiliates) that competes, either directly or indirectly with any of the
business conducted by the Company or any affiliate.

<PAGE> 6
prosecution of patent applications, the acquisition of letters patent and/or the
acquisition of patents or copyrights in any and all countries and to vest title
thereto in the Company or its nominee.

6. Representations and Warranties of the Executive. The Executive
represents and warrants to the Company that:

(i) The Executive's employment by the Company as contemplated will not
conflict with, and will not be constrained by, any prior or current employment,
consulting agreement or relationship, whether written or oral; and

10. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of California without giving effect to the
conflict of law principles of that state.

<PAGE> 7
13. Arbitration of Disputes. The parties hereto mutually consent to the
resolution by arbitration of all claims and controversies arising out of or
relating to this Agreement.

14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

17. Construction. The headings in this Agreement are for reference purposes
only and shall not limit or otherwise affect the meaning or interpretation of
this Agreement.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first above written.

"Company"
Scientific NRG, Incorporated,
a Minnesota corporation

By: /s/ Tammy Miller
-------------------------------
Name: Tammy Miller
Title: Secretary

"Executive"
Jonathan D. Forgy

By: /s/Jonathan D. Forgy
-------------------------------
Jonathan D. Forgy, an individual

<PAGE> 1
EXHIBIT 10 C

FEE AGREEMENT WITH RICHARD O. WEED

FEE AGREEMENT

This Fee Agreement is between Client and Lawyer as follows:

Client:
Name: Scientific NRG, Inc., a Minnesota corporation
Address 2651 Dow Avenue
Tustin, California 92680
Telephone (714) 730-3555
Facsimile (714) 730-3817

Lawyer:
Richard 0. Weed Archer & Weed Special Project Counsel
711 Poinsettia Avenue, First Floor Corona del Mar, California 92625-2533
Telephone (714) 760-1615 Facsimile (714) 760-3161

Lawyer has agreed to provide services to Client with respect to the following
matters. With respect to the two private companies Client has already approached
about financing or a business combination, Lawyer will perform professional
services related to documenting the transaction. This would include preparation
and/or review of the agreements between the parties, reviewing and updating the
corporate minutes, attending meetings between the parties, and preparation of
the due diligence materials. Client agrees to pay Lawyer $140 per hour for these
services. Out of pocket expenses will be paid by Client at cost.

Further, Lawyer will approach additional companies or individuals in similar
lines of business about a possible business combination, equity infusion, or
loan. Lawyer will perform professional services related to documenting the
transaction as mentioned above. Client agrees to pay Lawyer $140 per hour plus a
success fee of 5% of the transaction. Out of pocket expenses will be paid by
Client at cost.

Lawyer may perform additional services for Client from time to time at Client's
request. Client agrees to pay Lawyer $140 per hour for these services. Out of
pocket expenses will be paid by Client at cost.

Lawyer agrees that Client, in its discretion, may elect to compensate Lawyer in
common stock of Scientific NRG, Inc., a Minnesota corporation instead of cash.
Lawyer agrees with Client that during the relationship the price per share of
common stock of Scientific NRG, Inc. shall be $0.04 per share or the then
current bid price quoted by a market maker in Scientific NRG's shares. Client
agrees to cooperate in filing a registration statement on Form S-8, if
available, covering Lawyer's shares after a trading market for the shares
develops. In the meantime, Lawyer agrees to accept restricted shares instead of
cash for Lawyer's fee.

<PAGE> 2
At all times, the fees will be based upon the reasonable value of Lawyer's
services as determined in accordance with the American Bar Association Model
Code of Professional Responsibility and the California State Code of
Professional Responsibility.

Each month, Lawyer will send Client a statement that will include a summary
statement of the kinds of services rendered during the relevant period. Lawyer
will maintain back-up documentation for all expenses. Client agrees to pay
Lawyer's invoices within 10 days of receipt.

Involvement of Client

Client expects to be kept closely involved with the progress of Lawyer's
services in this matter. Lawyer will keep Client apprised of all material
developments in this matter, and, in the case of litigation or administrative
proceedings, will provide sufficient notice to enable a representative to attend
meetings, conferences, hearings and other proceedings. A copy of all
correspondence in the course of Lawyer's services will be forwarded to Client.

There may be times when Lawyer will need to obtain information from Client. All
requests for access to documents, employees, or other information shall be
granted without unreasonable delay.

Termination

Client shall have the right to terminate Lawyer's engagement by written notice
at any time. Lawyer has the same right to terminate this engagement, subject to
an obligation to give Client reasonable notice to permit it to obtain
alternative representation or services and subject to applicable ethical
provisions. Lawyer will be expected to provide reasonable assistance in
effecting a transfer of responsibilities to the new attorney.

Dated: May 29, 1996

Client
Scientific NRG, Inc.

/s/ Malcolm L. Fickel
- -------------------------------
By: Malcolm L. Fickel
Its: Chairman and Chief Executive Officer

Lawyer

/s/ Richard 0. Weed
- -------------------------------
Richard 0. Weed

<PAGE> 3
ARCHER & WEED
Special Project Counsel
4695 MACARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660
TELEPHONE (714) 475-9086 FACSIMILE (714) 475-9087
EMAIL: [email protected]

WRITER'S DIRECT NUMBER
(714) 475-9088
July 6, 1998

Mr. Jonathan D. Forgy
President
Scientific NRG, Incorporated
2246 Lindsay Way
Glendora, CA 91740

RE: Fees for Professional Services

Dear Jonathan:

Please let this letter formalize our agreement as to the outstanding
balance of $10,274 that is due and owing as of June 30, 1998 for professional
services and the estimated fee of $40,000 for professional services to be
rendered through June 30, 1999.

At your suggestion, I have agreed to accept 102,740 shares of common
stock of Scientific NRG, Inc. as full payment for the current balance. Further,
I have agreed to perform an additional $40,000 worth of professional services on
behalf of the company in exchange for 400,000 shares of common stock of
Scientific NRG, Inc. The Company has agreed to promptly register the foregoing
shares with the SEC on Form S-8.

If the foregoing accurately reflects our understanding, please indicate
by your signature below and return by fax a copy of this letter. Thank you.

Very truly yours,

/s/ Richard O. Weed
Richard O. Weed
Approved and Agreed to
Scientific NRG, Inc.

/s/ Jonathan D. Forgy
Jonathan D. Forgy
President

<PAGE> 1
EXHIBIT 23.1

CONSENT OF RICHARD O. WEED TO USE OF OPINION

ARCHER & WEED
Special Project Counsel

4695 MACARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660
TELEPHONE (714) 475-9086 FACSIMILE (714) 475-9087
EMAIL: [email protected]

WRITER'S DIRECT NUMBER
(714) 475-9088

August 13, 1998

Board of Directors
Scientific NRG, Incorporated
2246 Lindsay Way
Glendora, CA 91740

RE: Consent to Use of Opinion in Form S-8 Registration Statement

Dear Members of the Board:

I hereby consent to the use of my opinion as an exhibit to the Form S-8
registration statement being filed by Scientific NRG, Incorporated.

Sincerely yours,

/s/ Richard O. Weed
Richard O. Weed

<PAGE> 1
EXHIBIT 23.2

CONSENT OF CORBIN & WERTZ

CONSENT OF INDEPENDENT AUDITORS

Board of Directors
Scientific NRG, Incorporated

We agree to the incorporation by reference in this Registration Statement on
Form S-8, and in the Section 10(a) prospectus referred to therein, of our report
dated August 15, 1997, on our audits of the financial statements of Scientific
NRG, Incorporated (the "Company") as of June 30, 1997, and for each of the years
in the two-year period then ended, which report is included in the Company's
1997 Annual Report on Form 10-KSB.

/s/ CORBIN & WERTZ
CORBIN & WERTZ

Irvine, California
August 13, 1998