<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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration
Registered Offering Per Aggregate Fee
Share Offering Price
<S> <C> <C> <C> <C>
Common 750,000 $0.10 $75,000 $100.00
Stock, par
value $0.00416
per share (1)
Common 400,000 $0.10 $40,000 $100.00
Stock, par
value $0.00416
Per Share (2)
Common 100,000 $0.10 $10,000 $100.00
Stock, par
value $0.00416
Per Share (3)
Common 100,000 $0.10 $10,000 $100.00
Stock, par
value $0.00416
Per Share(4)
</TABLE>
1
<PAGE>
CALCULATION OF REGISTRATION FEE - NOTES THERETO
(1) The Company is to issue 750,000 shares of its common stock as compensation
for services to Nicholas E. Ross. 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 400,000 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.
(3) 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.
(4) The Company is to issue 100,000 shares of its common stock as compensation
for services to Mike Belowich. 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
22 pages.
The exhibit index is on page 7.
2
<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 Anuual 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, $0.00416 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.
6,816,193 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
$0.00416.
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 constitute a quorum necessary to
transact business at a meeting of the shareholders. Shares of
3
<PAGE>
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 forseeable 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.
Item 8. Exhibits.
4
<PAGE>
The exhibit index is contained on page 7 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 unde the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Company purusant to the provisions described in Item 6, or
otherwise, the Company has been advised that in the opinion of the Securities
Exchange Comission 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 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,
5
<PAGE>
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 22nd day of January, 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 subsititute may lawfully do or cause to be
done by virture 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.
<TABLE>
<CAPTION>
Signature Title Date
- -------------------- --------------------------- ----------------
<S> <C> <C>
/s/ JACK UTTER
- --------------------
Jack Utter Chief Executive Officer, January 22, 1998
President and Chairman
of the Board
/s/ WILLIAM D. ARTUS
- --------------------
William D. Artus Vice President and Director January 22, 1998
/s/ JOE BROCK
- --------------------
Joe Brock Director January 22, 1998
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
No. Description
- ------ -----------
<S> <C>
5. Opinion and Consent of Alan Merlin Reedy, Esq.
10.1 Services Agreement with Nicholas E. Ross dated January 15, 1998
10.2 Services Agreement with Administrative Systems, Inc. dated January 15,
1998
10.3 Services Agreement with Kenneth R. Friedenreich, Ph.D. dated January
15, 1998
10.4 Services Agreement with Mike Belowich dated January 15, 1998
23 Consent of Cacciamatta Accountancy Corporation, Certified Public
Accountants
</TABLE>
7
<PAGE>
EXHIBIT 5
Alan Merlin Reedy
A Professional Corporation
4501 E. La Palma
Ste 200
Anaheim, California
(714) 777-3300 Fax (714) 777-8383
January 23, 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 January,
1997.
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.
<PAGE>
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,
/s/ ALAN MERLIN REEDY
-----------------------
Alan Merlin Reedy, Esq.
<PAGE>
EXHIBIT 10.1
SERVICES AGREEMENT
This Agreement, effective this 15th day of January, 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, Nicholas E. Ross
("Consultant"), with the mailing address of 846 West Foothill Blvd., Ste "Y",
Upland, CA 91786.
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"). (See Consultant's Agreement attached hereto and incorporated
herein by this reference.) 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 marketing materials for new energy ventures and partnerships.
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 Seven Hundred Fifty Thousand (750,000) 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
1
<PAGE>
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 750,000 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).
2
<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: Jack Utter
---------------
Its: CEO
--------------
CONSULTANT:
/s/ NICOLAS E. ROSS
- -------------------
Nicolas E. Ross
3
<PAGE>
EXHIBIT 10.2
SERVICES AGREEMENT
This Agreement, effective this 15th day of January, 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"). (See Consultant's Agreement attached hereto and incorporated
herein by this reference.) 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 Four Hundred Thousand (400,000) 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
1
<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 750,000 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
2
<PAGE>
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: Jack Utter
------------------------
Its: CEO
-----------------------
CONSULTANT:
ADMINISTRATIVE SYSTEMS, INC.
By: /s/ Zara Gilak
------------------------
Zara Gilak
Its: President
-----------------------
3
<PAGE>
EXHIBIT 10.3
SERVICES AGREEMENT
This Agreement, effective this 15th day of January, 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
("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"). (See Consultant's Agreement attached hereto and incorporated
herein by this reference.) 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 preparationof 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
1
<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 750,000 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
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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: Jack Utter
----------------------
Its: CEO
----------------------
CONSULTANT:
/s/ KENNETH R. FRIEDENREICH
- ---------------------------
Kenneth R. Friedenreich
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EXHIBIT 10.4
SERVICES AGREEMENT
This Agreement, effective this 15th day of January, 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, Mike Belowich ("Consultant"),
with the mailing address of 808 S. Bailey Street, Suite 102, Palmer, Alaska
99645.
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"). (See Consultant's Agreement attached hereto and incorporated
herein by this reference.) 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 surveying various areas
for coal production development; assisting in technical reports regarding the
quality of coal in various coal mines; technical support to coal mine
operations.
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
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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 750,000 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
2
<PAGE>
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: Jack Utter
--------------------
Its: CEO
--------------------
CONSULTANT:
/s/ MIKE BELOWICH
- -------------------------
Mike Belowich
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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 May 17,
1996 on our audit of the consolidated financial statements of Nerox Energy
Corporation as of and for the year ended December 31, 1995, which report is
included in the Annual Report on Form 10-K.
Date: January 23, 1998 Cacciamatta Accountancy Corporation
------------------------
By: /s/ DANILO CACCIAMATTA
-----------------------------------
Danilo Cacciamatta, CPA
President
