<PAGE>
As filed with the Securities and Exchange Commission on ,1998,
Registration No. 0-18049
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NEROX ENERGY CORPORATION
(FULL TITLE OF PLAN(S)
LAUGHLIN ASSOCIATES, INC.
2533 NORTH CARSON STREET
CARSON CITY, NEVADA 89700
800-648-0966
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATI0N OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PER AGGREGATE REGISTRATION
REGISTERED REGISTERED SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
COMMON STOCK PAR 200,000 $0.10 $20,000 $100.00
VALUE $0.004167
PER SHARE (1)
$50,000 $100.00
COMMON STOCK PAR 500,000 $0.10
VALUE $0.004167
PER SHARE (2)
$32,000 $100.00
COMMON STOCK PAR 320,000 $0.10
VALUE $0.004167
PER SHARE (3)
$ 8,000 $100.00
COMMON STOCK PAR 80,000 $0.10
VALUE $0.004167
PER SHARE(4)
$ 8,000 $100.00
COMMON STOCK PAR 300,000 $0.10
VALUE $0.004167
PER SHARE (5)
</TABLE>
Page 1 of 10
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
COMMON STOCK PAR 200,000 $0.10 $20,000 $100.00
VALUE $0.004167
PER SHARE (6)
COMMON STOCK PAR 200,000 $0.10 $20,000 $100.000
VALUE $0.004167
PER SHARE (7)
COMMON STOCK PAR 200,000 $0.10 $20,000 $100.00
VALUE $0.004167
PER SHARE (8)
COMMON STOCK PAR 100,000 $0.10 $10,000 $100.00
VALUE $0.004167
PER SHARE (9)
</TABLE>
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CALCULATION OF REGISTRATION FEE - NOTES THERETO
(1) The Company is to issue 200,000 shares of its common stock as compensation
for services to William D. Artus. Approximate date of proposed sale
pursuant to the plan; as soon as practicable after the Registration
Statement becomes effective.
(2) The Company is to issue 500,000 shares of its common stock as compensation
for services to Pacific Edge Group. Approximate date of proposed sale
pursuant to the plan; as soon as practicable after the Registration
Statement becomes effective.
(3) The Company is to issue 320,000 shares of its common stock as compensation
for services to Danilo Cacciamatta. Approximate date of proposed sale
pursuant to the plan; as soon as practicable after the Registration
Statement becomes effective.
(4) The Company is to issue 80,000 shares of its common stock as compensation
for services to Marcia Hein. Approximate date of proposed sale pursuant to
the plan; as soon as practicable after the Registration Statement becomes
effective.
(5) The Company is to issue 300,000 shares of its common stock as compensation
for services to Administrative Systems, Inc. Approximate date of proposed
sale pursuant to the plan; as soon as practicable after the Registration
Statement becomes effective.
(6) The Company is to issue 200,000 shares of its common stock as compensation
for services to Howard Bronson. Approximate date of proposed sale pursuant
to the plan; as soon as practicable after the Registration Statement
becomes effective.
(7) The Company is to issue 200,000 shares of its common stock as compensation
for services to William W. Bolles. Approximate date of proposed sale
pursuant to the plan; as soon as practicable after the Registration
Statement becomes effective.
(8) The Company is to issue 200,000 shares of its common stock as compensation
for services to Michael A. Cassin. Approximate date of proposed sale
pursuant to the plan; as soon as practicable after the Registration
Statement becomes effective.
(9) The Company is to issue 100,000 shares of its common stock as compensation
for services to Kenneth R. Friedenreich, Ph.D. Approximate date of
proposed sale pursuant to the plan; as soon as practicable after the
Registration Statement becomes effective.
This registration statement, including all exhibits and attachments, consists of
37 pages.
The exhibit index is on page 8.
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<PAGE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which are filed or are in the process of being filed
with the Securities Exchange Commission, are incorporated by reference in this
registration statement.
(a) The Company's Quarterly Report on Form 10-Q for the periods ending March
31, 1997; June 30, 1997;
(b) The Company's Annual Report on Form 10-K for the year ended December 31,
1996;
(c) All other Quarterly and Annual Reports filed by the Company pursuant to
sections 13(a) or 15(d) of the Securities Exchange Act of 1934 prior to the
end of the fiscal year covered by the Annual Report referred to in (c)
above; and
(d) All other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to this Registration Statement
which indicates that all of the shares of common-stock offered have been
sold or which deregisters all of such shares 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. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company's authorized capitalization includes 12,000,000 shares of Common
Stock, $0.004167 par value per share, of which 4,991,193 shares were issued and
outstanding as of June 30, 1997 and 200,000 shares of Preferred Stock, no par
value, of which 70,709 shares were issued and outstanding as of June 10, 1997.
On March 3, 1998, Nicholas E. Ross, President of Ross Production Company, Inc.,
agreed to relinquish title and cancel 563,319 shares of restricted stock.
Therefore, 8,262,874 common shares will be issued and outstanding upon filing of
this Form S-8.
On May 9, 1997, Certificate Amending Articles of Incorporation was filed with
the Secretary of State, State of Nevada, increasing the authorized shares from
6,000,000 to 12,000.000 and changing the par value per share from $0.0083 to
$0.004167.
Holders of the Company's Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of the shareholders. The Company's
Bylaws require a majority of the Company's issued and outstanding shares of
Common Stock must be represented in order to
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constitute a quorum necessary to transact business at a meeting of the
shareholders. Shares of Common Stock do not carry cumulative voting rights and,
therefore, holders of a majority of the outstanding shares of Common Stock are
able to elect the entire board of directors, and, if they do so, holders of the
remaining shares of Common Stock will not be able to elect any directors.
Holders of the Company's Common Stock have no preemptive rights to acquire
additional shares of Common Stock. The Company's Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
the Company's liquidation, each share of the Company's Common Stock is entitled
to an equal share of corporate assets remaining after satisfaction of all
Company liabilities and preferred distributions to holders of the Company's
Preferred Stock. Holders of shares of the Company's Common Stock are entitled
to receive such dividends as the board of directors may from time to time
declare out of funds legally available for the payment of dividends. The
Company has not paid cash dividends on its Common Stock, and does not anticipate
that it will pay each dividends on its Common Stock in the foreseeable future.
The Company's Preferred Stock consists of a single class of preferred stock.
The Preferred Stock is convertible one year after date of issuance, and is
nonvoting. Holders of shares of the Preferred Stock are entitled to a
preference over the Company's Common Stock in the event of the Company's
liquidation, in the amount of $7.00 per share of Preferred Stock. Shares of
Preferred Stock are convertible into shares of Common Stock as follows: One for
one Share, Preferred Shares are redeemable by the Company on the following
terms: One year from date of issuance; $7.00 per share. The Company has not
paid cash dividends on its Preferred Stock, and does not anticipate that it will
pay cash dividends on its Preferred Stock in the foreseeable future.
The Company's board of directors has the authority, without any further action
by the Company's shareholders, to issue any portion of the authorized but
unissued shares of the Company's Common Stock and Preferred Stock, upon terms
established by the board of directors]. In the event of any such issuance of
additional shares of the Company's Common Stock or Preferred Stock, the
percentage ownership of the Company by existing shareholders would be reduced
and the book value of the Company's Common Stock may be diluted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
(a) Article 9 of the Company's Articles of Incorporation, and Article VII,
Section 1 of the Company's Bylaws, provide for indemnification of the
Company's officers and directors against certain liabilities. Officers and
directors of the Company are indemnified generally against expenses
actually and reasonably incurred in connection with proceedings, whether
civil or criminal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Page 5 of 10
<PAGE>
ITEM 8. EXHIBITS.
The exhibit index is contained on page 8 of this Registration Statement.
ITEM 9. UNDERTAKINGS.
The undersigned 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: ( i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement, including but not limited to) any addition or
election of a managing underwriter; provided, however that paragraphs (I)
and (ii) do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each suh post-effective amendment 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) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report for the
Company pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described in Item 6, or
otherwise, the Company has been advised that in the opinion of the Securities
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person the Company 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, the Company will, unless in the
opinion of its counsel, the matter
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<PAGE>
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that is 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irvine, the State of California, on
this 4th day of March, 1998.
NEROX ENERGY CORPORATION
By: /s/ JACK UTTER
______________________________________________
Jack Utter, President, Chief Executive
Officer and Chairman of the Board
Each person whose signature appears below on this Registration Statement hereby
constitutes and appoints Jack Utter, President of his successor in his office,
with full power to act as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him in his name, place and
stead, and in any and all capacities (until revoked in writing) to sign any and
all capacities (including post-effective amendments and amendments thereto) this
Registration Statement on Form S-8 of Nerox Energy Corporation, and to file same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and
purposes, as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact or his substitute may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------ -------------------- ----------------
- ------------------------
Jack Utter Chief Executive Officer, March 4, 1998
President and Chairman
of the Board
- ------------------------
Joe Brock Director March 4, 1998
Page 7 of 10
<PAGE>
INDEX TO EXHIBITS
NO. DESCRIPTION
--- -----------
5. Opinion and Consent of Alan Merlin Reedy, Esq.
10.1 Services Agreement with William D. Artus dated Feb. 27, 1998
10.2 Services Agreement with Pacific Edge Group dated Feb. 27, 1998
10.3 Services Agreement with Danilo Cacciamatta dated Feb. 27, 1998
10.4 Services Agreement with Marcia Hein dated Feb. 27, 1998
10.5 Services Agreement with Administrative Systems, Inc., dated Feb.
27, 1998
10.6 Services Agreement with Howard Bronson dated Feb. 27, 1998
10.7 Services Agreement with William W. Bolles dated Feb. 27, 1998
10.8 Services Agreement with Michael A. Cassin dated Feb. 27, 1998
10.9 Services Agreement with Kenneth R. Friedenreich, Ph.D. dated
Feb. 27, 1998
23 Consent of Hurley & Company, Certified Public Accountants
Page 8 of 10
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EXHIBIT 5
ALAN MERLIN REEDY
A PROFESSIONAL CORPORATION
4590 MACARTHUR BLVD.
NEWPORT BEACH, CALIFORNIA
(714) 751-2101
March 3, 1998
Nerox Energy Corporation
18400 Von Karman Avenue, Suite 600
Irvine, CA 92715
Ladies and Gentlemen:
You have requested my opinion with respect to the securities included in
the Company's registration statement on Form S-8 (the "Registration Statement"),
which will be filed with the Securities and Exchange Commission in March, 1998.
In my role as counsel to the Company, I have examined the original or
certified copies of such records of the Company and such agreements,
certificates of public officials, certificates of officers or representatives of
the Company and others, and such other documents as I deemed relevant and
necessary for the opinion expressed in this letter. In such examination, I have
assumed the genuineness of all signatures on original documents and the
conformity to original documents of all copies submitted to me as conformed or
photostatic copies. As to various questions of fact material to such opinion, I
have relied upon statements or certificates of officials and representatives of
the Company and others.
The legal opinion expressed herein relates solely to California corporate
law. Based upon and subject to the foregoing, I am of the opinion that:
When the Registration Statement becomes effective under the Securities Act
of 1933, as amended, and the securities are issued and distributed as
contemplated in the Registration Statement, the securities will constitute
legally issued, paid and non-assessable securities of the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I giving such consent, I do not hereby admit that I am
included within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder.
Very truly yours,
Alan Merlin Reedy, Esq.
<PAGE>
EXHIBIT 10.1
SERVICES AGREEMENT
This Agreement, effective this 27th day of February, 1998, is entered into
by and between NEROX ENERGY CORP. ("Client"), with the mailing address of 18400
Von Karman Avenue, Suite 600, Irvine, CA 92715, William D. Artus ("Consultant"),
with the mailing address of 629 L Street, Suite 101, Anchorage, Alaska 99501.
1. SERVICES. Client desires, and Consultant is willing to provide services
for Nerox Energy Corporation, of the nature and type requested by Client in the
areas of Consultant's practice and expertise, during the term described below
(the "Services"). Upon the reasonable request of Client, Consultant shall
provide Client with future Services pursuant to the terms and conditions of this
Agreement. Consultant shall seek corporate opportunities for possible mergers;
best efforts in raising funds for drilling of new oil wells; assisting in
preparation of markaeting materials for new energy ventures and partnerships,
assisting in complying with Alaskan regulations for the development and mining
of coal and legal consulting.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel with any fringe benefits to which they may be entitled by reason
of being personnel of Consultant. Consultant shall also be responsible for
withholding payroll taxes from the wages and salaries paid to his personnel and
the payment of all payroll taxes relating to their employment to government
agencies and shall provide workman's compensation insurance, unemployment
insurance and any other insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Two Hundred Thousand (200,000) shares of the common
stock of Client, which shall be issued to Consultant as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after
the shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for delay in performance of their obligations hereunder
if such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any
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government authority. If performance is not possible for thirty (30) consecutive
days, either party can terminate and the verifiable fees and costs owed
Consultant by Client shall become a lien against the assets of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period. Client shall issue an additional 200,000
shares of stock if consultant has rendered and continues to render services
beneficial to client which shall include obtaining new corporate opportunities
and thus increasing the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification
only and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
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(f) If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By:___________________________________________________________
Its:____________________________________________________________
CONSULTANT:
________________________________________________________________
William D. Artus, Esq.
Page 3 of 3
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EXHIBIT 10.2
SERVICES AGREEMENT
This Agreement, effective this 27th day of February, 1998, is entered into
by and between NEROX ENERGY CORP. ("Client"), with the mailing address of 18400
Von Karman Avenue, Suite 600, Irvine, CA 92715, Pacific Edge Group
("Consultant"), with the mailing address of 806 Avenida Pico, Suite 1, San
Clemente, CA 92673.
1. SERVICES. Client desires, and Consultant is willing to provide services
for Nerox Energy Corporation, of the nature and type requested by Client in the
areas of Consultant's practice and expertise, during the term described below
(the "Services"). Upon the reasonable request of Client, Consultant shall
provide Client with future Services pursuant to the terms and conditions of this
Agreement. Consultant shall provide marketing brochures, promotional kits and
sales aids and videos to be distributed to brokers, market makers and potential
investors and shareholders.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel with any fringe benefits to which they may be entitled by reason
of being personnel of Consultant. Consultant shall also be responsible for
withholding payroll taxes from the wages and salaries paid to his personnel and
the payment of all payroll taxes relating to their employment to government
agencies and shall provide workman's compensation insurance, unemployment
insurance and any other insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Five Hundred Thousand (500,000) shares of the
common stock of Client, which shall be issued to Consultant as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after
the shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for delay in performance of their obligations hereunder
if such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party
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can terminate and the verifiable fees and costs owed Consultant by Client shall
become a lien against the assets of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period. Client shall issue an additional 500,000
shares of stock if consultant has rendered and continues to render services
beneficial to client which shall include obtaining new corporate opportunities
and thus increasing the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification
only and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
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(f) If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By:___________________________________________________________
Its:____________________________________________________________
CONSULTANT:
PACIFIC EDGE GROUP
BY: ____________________________________________________________
Stephen B. Strout, President
Page 3 of 3
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EXHIBIT 10.3
SERVICES AGREEMENT
This Agreement, effective this 27th day of February, 1998, is entered into
by and between NEROX ENERGY CORP. ("Client"), with the mailing address of 18400
Von Karman Avenue, Suite 600, Irvine, CA 92715, Danilo Cacciamatta
("Consultant"), with the mailing address of19100 Von Karman Ave., Suite 300,
Irvine, CA 92715.
1. SERVICES. Client desires, and Consultant is willing to provide services
for Nerox Energy Corporation, of the nature and type requested by Client in the
areas of Consultant's practice and expertise, during the term described below
(the "Services"). Upon the reasonable request of Client, Consultant shall
provide Client with future Services pursuant to the terms and conditions of this
Agreement. Consultant shall provide general financial and accounting
consulting.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel with any fringe benefits to which they may be entitled by reason
of being personnel of Consultant. Consultant shall also be responsible for
withholding payroll taxes from the wages and salaries paid to his personnel and
the payment of all payroll taxes relating to their employment to government
agencies and shall provide workman's compensation insurance, unemployment
insurance and any other insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Five Hundred Thousand (320,000) shares of the
common stock of Client, which shall be issued to Consultant as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after
the shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for delay in performance of their obligations hereunder
if such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party can terminate and the verifiable fees and
costs owed Consultant by Client shall become a lien against the assets of
Client.
Page 1 of 3
<PAGE>
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period. Client shall issue an additional 320,000
shares of stock if consultant has rendered and continues to render services
beneficial to client which shall include obtaining new corporate opportunities
and thus increasing the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification
only and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
Page 2 of 3
<PAGE>
(g) This Agreement shall be governed by and interpreted under the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By:___________________________________________________________
Its:____________________________________________________________
CONSULTANT:
________________________________________________________________
Danilo Cacciamatta
Page 3 of 3
<PAGE>
EXHIBIT 10.4
SERVICES AGREEMENT
This Agreement, effective this 27th day of February, 1998, is entered into
by and between NEROX ENERGY CORP. ("Client"), with the mailing address of 18400
Von Karman Avenue, Suite 600, Irvine, CA 92715, Marcia Hein ("Consultant"),
with the mailing address of 19100 Von Karman Ave., Suite 300, Irvine, CA 92715.
1. SERVICES. Client desires, and Consultant is willing to provide services
for Nerox Energy Corporation, of the nature and type requested by Client in the
areas of Consultant's practice and expertise, during the term described below
(the "Services"). Upon the reasonable request of Client, Consultant shall
provide Client with future Services pursuant to the terms and conditions of this
Agreement. Consultant shall provide general financial and accounting
consulting.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel with any fringe benefits to which they may be entitled by reason
of being personnel of Consultant. Consultant shall also be responsible for
withholding payroll taxes from the wages and salaries paid to his personnel and
the payment of all payroll taxes relating to their employment to government
agencies and shall provide workman's compensation insurance, unemployment
insurance and any other insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Eighty Thousand (80,000) shares of the common stock
of Client, which shall be issued to Consultant as soon as practical following
execution hereof, free and clear of all liens, encumbrances and restrictions as
provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after
the shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for delay in performance of their obligations hereunder
if such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party can terminate and the verifiable fees and
costs owed Consultant by Client shall become a lien against the assets of
Client.
Page 1 of 3
<PAGE>
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period. Client shall issue an additional 80,000 shares
of stock if consultant has rendered and continues to render services beneficial
to client which shall include obtaining new corporate opportunities and thus
increasing the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification
only and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
(f) If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
Page 2 of 3
<PAGE>
(g) This Agreement shall be governed by and interpreted under the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By:___________________________________________________________
Its:____________________________________________________________
CONSULTANT:
________________________________________________________________
Marcia Hein
Page 3 of 3
<PAGE>
EXHIBIT 10.5
SERVICES AGREEMENT
This Agreement, effective this 27th day of February, 1998, is entered into
by and between NEROX ENERGY CORP. ("Client"), with the mailing address of 18400
Von Karman Avenue, Suite 600, Irvine, CA 92715, Administrative Systems, Inc.
("Consultant"), with the mailing address of 700 Franklin Street, Napa, CA 94559
1. SERVICES. Client desires, and Consultant is willing to provide services
for Nerox Energy Corporation, of the nature and type requested by Client in the
areas of Consultant's practice and expertise, during the term described below
(the "Services"). Upon the reasonable request of Client, Consultant shall
provide Client with future Services pursuant to the terms and conditions of this
Agreement. Consultants services shall include exercising best efforts in
obtaining various forms of financing, corporate planning and organizational
structuring.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel with any fringe benefits to which they may be entitled by reason
of being personnel of Consultant. Consultant shall also be responsible for
withholding payroll taxes from the wages and salaries paid to his personnel and
the payment of all payroll taxes relating to their employment to government
agencies and shall provide workman's compensation insurance, unemployment
insurance and any other insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Three Hundred Thousand (300,000) shares of the
common stock of Client, which shall be issued to Consultant as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after
the shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for delay in performance of their obligations hereunder
if such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party
Page 1 of 3
<PAGE>
can terminate and the verifiable fees and costs owed Consultant by Client shall
become a lien against the assets of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period. Client shall issue an additional 300,000
shares of stock if consultant has rendered and continues to render services
beneficial to client which shall include obtaining new corporate opportunities
and thus increasing the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification
only and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
Page 2 of 3
<PAGE>
(f) If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By:___________________________________________________________
Its:____________________________________________________________
CONSULTANT:
ADMINISTRATIVE SYSTEMS, INC.
BY:____________________________________________________________
Zara Gilak
Its: President
-------------------------------------------------------
Page 3 of 3
<PAGE>
EXHIBIT 10.6
SERVICES AGREEMENT
This Agreement, effective this 27th day of February, 1998, is entered into
by and between NEROX ENERGY CORP. ("Client"), with the mailing address of 18400
Von Karman Avenue, Suite 600, Irvine, CA 92715, Howard Bronson ("Consultant"),
with the mailing address of 6 E. 45/th/ St., Suite 1000, New York, New York.
1. SERVICES. Client desires, and Consultant is willing to provide services
for Nerox Energy Corporation, of the nature and type requested by Client in the
areas of Consultant's practice and expertise, during the term described below
(the "Services"). Upon the reasonable request of Client, Consultant shall
provide Client with future Services pursuant to the terms and conditions of this
Agreement. Consultant shall provide general financial consulting and promotion
of brokers and market makers and fund raising pursuant to a written agreement on
file at the office of Nerox Energy Corporation.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel with any fringe benefits to which they may be entitled by reason
of being personnel of Consultant. Consultant shall also be responsible for
withholding payroll taxes from the wages and salaries paid to his personnel and
the payment of all payroll taxes relating to their employment to government
agencies and shall provide workman's compensation insurance, unemployment
insurance and any other insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Two Hundred Thousand (200,000) shares of the common
stock of Client, which shall be issued to Consultant as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after
the shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for delay in performance of their obligations hereunder
if such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party
Page 1 of 3
<PAGE>
can terminate and the verifiable fees and costs owed Consultant by Client shall
become a lien against the assets of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period. Client shall issue an additional 200,000
shares of stock if consultant has rendered and continues to render services
beneficial to client which shall include obtaining new corporate opportunities
and thus increasing the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification
only and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
Page 2 of 3
<PAGE>
(f) If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By:___________________________________________________________
Its:____________________________________________________________
CONSULTANT:
________________________________________________________________
Howard Bronson
Page 3 of 3
<PAGE>
EXHIBIT 10.7
SERVICES AGREEMENT
This Agreement, effective this 27th day of February, 1998, is entered into
by and between NEROX ENERGY CORP. ("Client"), with the mailing address of 18400
Von Karman Avenue, Suite 600, Irvine, CA 92715, William W. Bolles
("Consultant"), with the mailing address of 37 East 28/th/ Street, Suite 906,
New York, New York 10016.
1. SERVICES. Client desires, and Consultant is willing to provide services
for Nerox Energy Corporation, of the nature and type requested by Client in the
areas of Consultant's practice and expertise, during the term described below
(the "Services"). Upon the reasonable request of Client, Consultant shall
provide Client with future Services pursuant to the terms and conditions of this
Agreement. Consultant shall include providing general financial consulting,
promotion of brokers and market makers and fund raising pursuant to a written
agreement on file at the office of Nerox Energy Corporation.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel with any fringe benefits to which they may be entitled by reason
of being personnel of Consultant. Consultant shall also be responsible for
withholding payroll taxes from the wages and salaries paid to his personnel and
the payment of all payroll taxes relating to their employment to government
agencies and shall provide workman's compensation insurance, unemployment
insurance and any other insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Two Hundred Thousand (200,000) shares of the common
stock of Client, which shall be issued to Consultant as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after
the shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for delay in performance of their obligations hereunder
if such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party
Page 1 of 3
<PAGE>
can terminate and the verifiable fees and costs owed Consultant by Client shall
become a lien against the assets of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period. Client shall issue an additional 200,000
shares of stock if consultant has rendered and continues to render services
beneficial to client which shall include obtaining new corporate opportunities
and thus increasing the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification
only and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
Page 2 of 3
<PAGE>
(f) If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By:___________________________________________________________
Its:____________________________________________________________
CONSULTANT:
________________________________________________________________
William W. Bolles
Page 3 of 3
<PAGE>
EXHIBIT 10.8
SERVICES AGREEMENT
This Agreement, effective this 27th day of February, 1998, is entered into
by and between NEROX ENERGY CORP. ("Client"), with the mailing address of 18400
Von Karman Avenue, Suite 600, Irvine, CA 92715, Michael A. Cassin
("Consultant"), with the mailing address of 37 East 28/th/ Street, Suite 9906,
New York, New York 10016.
1. SERVICES. Client desires, and Consultant is willing to provide services
for Nerox Energy Corporation, of the nature and type requested by Client in the
areas of Consultant's practice and expertise, during the term described below
(the "Services"). Upon the reasonable request of Client, Consultant shall
provide Client with future Services pursuant to the terms and conditions of this
Agreement. Consultant shall include general financial consulting, promotion of
brokers and market makers and fund raising pursuant to a written agreement on
file at the office of Nerox Energy Corporation.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel with any fringe benefits to which they may be entitled by reason
of being personnel of Consultant. Consultant shall also be responsible for
withholding payroll taxes from the wages and salaries paid to his personnel and
the payment of all payroll taxes relating to their employment to government
agencies and shall provide workman's compensation insurance, unemployment
insurance and any other insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of Two Hundred Thousand (200,000) shares of the common
stock of Client, which shall be issued to Consultant as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after
the shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for delay in performance of their obligations hereunder
if such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party
Page 1 of 3
<PAGE>
can terminate and the verifiable fees and costs owed Consultant by Client shall
become a lien against the assets of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period. Client shall issue an additional 200,000
shares of stock if consultant has rendered and continues to render services
beneficial to client which shall include obtaining new corporate opportunities
and thus increasing the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification
only and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
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<PAGE>
(f) If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By:
------------------------------
Its:
------------------------------
CONSULTANT:
- ----------------------------------
Michael A. Cassin
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<PAGE>
EXHIBIT 10.9
SERVICES AGREEMENT
This Agreement, effective this 27th day of February, 1998, is entered into
by and between NEROX ENERGY CORP. ("Client"), with the mailing address of 18400
Von Karman Avenue, Suite 600, Irvine, CA 92715, Kenneth R. Friedenreich, Ph.D.
("Consultant"), with the mailing address of 939 Goldenrod Drive, Costa Mesa,
California 92626.
1. SERVICES. Client desires, and Consultant is willing to provide services
for Nerox Energy Corporation, of the nature and type requested by Client in the
areas of Consultant's practice and expertise, during the term described below
(the "Services"). Upon the reasonable request of Client, Consultant shall
provide Client with future Services pursuant to the terms and conditions of this
Agreement. Consultant shall assist in preparation of business plans, SEC
filings, publications, advertising and technical writing, coordinating
communication between Client and shareholders.
2. INDEPENDENT CONTRACTOR. Individuals who perform Services for or on behalf
of Consultant to Client, shall be considered the agents, consultants,
contractors or employees of Consultant. The relationship between Consultant and
Client is solely one of independent contractor. Consultant is entitled to
perform the Services required herein through the use of his own personnel.
Nothing herein shall be construed or interpreted to deem the relationship
between Client and Consultant to be an employer/employee relationship.
Consultant shall be responsible for all contract obligations he may have with
his personnel with any fringe benefits to which they may be entitled by reason
of being personnel of Consultant. Consultant shall also be responsible for
withholding payroll taxes from the wages and salaries paid to his personnel and
the payment of all payroll taxes relating to their employment to government
agencies and shall provide workman's compensation insurance, unemployment
insurance and any other insurance required by statute.
3. CHARGES FOR SERVICES. In consideration for the Services, Client agrees to
pay to Consultant the sum of One Hundred Thousand (100,000) shares of the common
stock of Client, which shall be issued to Consultant as soon as practical
following execution hereof, free and clear of all liens, encumbrances and
restrictions as provided in Section 4 hereof.
4. S-8 REGISTRATION. Client agrees to file a registration statement on Form
S-8 with the Securities & Exchange Commission, registering all shares payable
hereunder to Consultant. Said filling shall occur as soon as practical after
the shares have been issued to Consultant, and Consultant agrees to cooperate in
full with Client in making such filing.
5. INABILITY TO PERFORM. Consultant and Client shall not be required to
perform their respective obligations under this Agreement, or be liable for
their failure to perform for delay in performance of their obligations hereunder
if such performance is prevented, hindered, or delayed by reason of any cause
beyond the reasonable control of the other party, including, without limitation,
any labor dispute, personal illness or injury, act of God, or regulation or
order of any government authority. If performance is not possible for thirty
(30) consecutive days, either party
Page 1 of 3
<PAGE>
can terminate and the verifiable fees and costs owed Consultant by Client shall
become a lien against the assets of Client.
6. TERM AND TERMINATION. This Agreement shall be effective upon the date
first written above and shall continue in effect for six (6) months thereafter
or until terminated by either party upon giving the other party not less than
thirty (30) days prior written notice of termination; provided, however,
Services being provided at the time of termination shall continue pursuant to
the terms of this Agreement until completed. This Agreement may be terminated
by either party in the event of the refusal or inability of the other party to
perform hereunder as provided in Section 5, or in the event of the breach of any
obligation under this Agreement by the other party. Such termination upon
breach shall be made by written notice to the other party and shall become
effective ten (10) days after delivery of such notice, provided the defaulting
party has not cured any such default to the satisfaction of the other party
within said ten (10) day period. Client shall issue an additional 100,000
shares of stock if consultant has rendered and continues to render services
beneficial to client which shall include obtaining new corporate opportunities
and thus increasing the value of client's stock.
7. MISCELLANEOUS.
(a) Unless otherwise stated, all notices, demands, payments and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given on the date delivery is acknowledged, and
shall be made only by recognized courier service, or by U.S. Mail, registered or
certified, postage, prepaid, return receipt requested, to the address of each
party set forth in the heading of the Agreement, or to such other address as
either party may substitute by written notice to the other party.
(b) This Agreement shall be binding on, and inure to the benefit of, the
parties hereto and their respective heirs, legal representatives, successors or
assigns. Neither party shall assign its obligations hereunder without the
express written consent of the other party.
(c) The captions used in this Agreement are for purposes of identification
only and are not to be used to construe any of the terms of the Agreement.
(d) This Agreement may be executed as a single document bearing all
necessary signatures or may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) This Agreement constitutes the entire Agreement and understanding
between the parties hereto and integrates all prior negotiations, discussions
and agreements between them. No modifications of the terms of this Agreement
shall be valid unless in writing and signed by an authorized representative of
each party hereto (or their successors).
Page 2 of 3
<PAGE>
(f) If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provision shall not in any way be affected or impaired thereby.
(g) This Agreement shall be governed by and interpreted under the laws of
the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
CLIENT:
NEROX ENERGY CORPORATION
By:___________________________________________________________
Its:___________________________________________________________
CONSULTANT:
______________________________________________________________
KENNETH R. FRIEDENREICH, PH.D.
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<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration statement
on Form S-8 of Nerox Energy Corporation of our report dated January 30, 1998 on
our audit of the consolidated financial statements of Nerox Energy Corporation
as of and for the year ended December 31, 1996, which report is included in the
Annual Report on Form 10-K.
Date: ___________________________ Hurley & Company
By: ____________________________________
Michael B. Hurley, CPA
President
