EXHIBIT 10.2
Procrass Corp
XX Xxx 0000
Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxx Xxxx Indies
July 1, 1998
Xx. Xxxxx Xxxxxx, President
Newlands Oil & Gas Inc.
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX Xxxxxx X0X 0X0
RE: ENGAGEMENT AGREEMENT
Dear Xx. Xxxxxx:
This letter will set forth the terms and conditions of our agreement by which
Newlands Oil & Gas Inc., hereinafter referred to as NEWLANDS will engage
Procrass Corp, hereinafter referred to as PROCRASS, as a consultant and
coordinator for the purpose of facilitating the preparation of a Private
Placement, hereinafter referred to as PP, or a Joint Venture, hereinafter
referred to as JV.
PROCRASS proposes to assist in the structure of a Preferred Convertible Stock.
NEWLANDS agrees to engage PROCRASS to coordinate certain components of the PP or
JV program for NEWLANDS. Included in the services to be provided by PROCRASS are
the following:
A) PROCRASS will consult with securities professionals to evaluate the
capital needs of NEWLANDS and advise on the best means available for
structuring the Offering.
B) PROCRASS will consult with a securities attorney, in preparation of
the Offering and disclosure documents. NEWLANDS agrees to provide all
information and documentation as required for the completion of the
Offering.
C) PROCRASS will undertake to raise on a "best-efforts" basis, $1,500,000
for NEWLANDS.
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D) PROCRASS will advise and coordinate with NEWLANDS in the preparation
of all accounting information required for the capital-raising
program; however, NEWLANDS agrees to be responsible to provide the
necessary financial and accounting documentation. NEWLANDS further
agrees to provide all such information in an expedited manner.
E) PROCRASS will prepare and print the PP documents or JV agreement.
PROCRASS can make no guarantee and NEWLANDS acknowledges that there is no
guarantee that the Offering can be completed in any required time frame due to
current market conditions.
NEWLANDS agrees to pay a turnkey amount of forty five thousand dollars
($45,000.00) to PROCRASS for the services to be rendered. The turnkey fee will
be payable in advance and is non-refundable.
NEWLANDS agrees that the above mentioned turnkey fee covers the cost and
expenses said costs and expenses herein are defined as, but not limited to,
coordination, administration costs, packaging, printing, consulting, due
diligence, travel and any other expenses deemed necessary by PROCRASS in
connection with the Offering.
Upon execution of this Agreement and receipt of the required payment, PROCRASS
will proceed to immediately evaluate NEWLANDS and verify the initial information
and documentation prepared and presented by NEWLANDS to PROCRASS. Furthermore,
PROCRASS shall immediately commence with the preparation of NEWLANDS disclosure
documents for submissions to potential investors. The responsibility for the
full and accurate disclosure shall at all times remain that of NEWLANDS.
NEWLANDS agrees to make available at all times to PROCRASS, for the purposes of
due diligence of NEWLANDS and its operations and preparation of the Offering,
all of NEWLANDS books, records, files, agreements and other documents as deemed
necessary by PROCRASS, as well as direct access to NEWLANDS officers, directors
and key personal. Should there occur any event which would have a material
effect upon NEWLANDS business, operations, properties or prospects, NEWLANDS
shall promptly advise PROCRASS.
NEWLANDS on behalf of itself and its officers and employees hereby agrees that
the corporation, division, subsidiaries, employees, agents or consultants will
not make any contact with, deal with, or otherwise involve in any transaction
with any Broker/Dealer, institution, trust, corporate or individual and
investors introduced by their association with PROCRASS or its agents, without
written permission from PROCRASS.
This agreement is a perpetuating non-circumvention and non-disclosure guarantee
for a period of one (1) year from the date of execution of this agreement and is
to be applied to any and all transactions entertained by NEWLANDS.
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NEWLANDS further acknowledges receipt of a copy of this agreement and that the
person signing has the legal and proper authority to execute same. Furthermore,
this agreement automatically voids any and all contracts or agreements signed
prior to this agreement and is agreed to be retroactive to said date by all
parties.
This agreement contains the entire understanding of all parties and the
undersigned are in agreement that there are no other representations made or
obligations accrued except as specified in the terms of this agreement. Said
terms may not be amended or altered except in writing, dated and signed by both
NEWLANDS and PROCRASS, with reference being made to this agreement.
If the foregoing accurately sets forth our understanding and agreement, please
indicate your acceptance by signing in the place provided below and returning to
PROCRASS.
Sincerely,
Xxxxxx Xxxxxxx
AGREED AND ACCEPTED:
NEWLANDS OIL & GAS INC.
By: /s/ Xxxxx Xxxxxx Date: July 1, 1998
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Xxxxx X. Xxxxxx
President
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