CONSULTING AGREEMENT
This agreement is entered into between SSP Management Corp., a Colorado
Corporation (hereafter known as SSP) and Lexon, Inc, an Oklahoma Corporation
(hereafter known as LXXN), with reference to the following facts.
LXXN has expressed a desire to enter into this exclusive agreement with
SSP to provide Internet Public Relations Services for LXXN. SSP is in the
business of providing such services and desires to enter into an agreement with
LXXN to provide these services. This Agreement is for the purpose of defining
the services to be provided and the rights and responsibilities of both parties.
I. SERVICES PROVIDED BY SSP
1. SSP agrees to prepare a detailed profile report on LXXN following
certain guidelines that have already been established by SSP.
2. SSP agrees to expose the profile report to either its
"Superstockpick" database or its "Stellarstocks" database of over 50,000
e-mail subscribers each during the month of April 1999.
3. SSP will post the profile report on its ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or
▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Internet site no more than (14) days after it has been
released, via e-mail, to all subscribers.
4. SSP will continue to release to its subscribers on the selected
Newsletter all new company information (i.e. Press Releases, Annual
Reports, Analysts Reports, etc.), which the Company has formally and
officially released to the general public, for a period of one (1) year
from the date of the original profile.
II. Responsibilities of LXXN
1. LXXN agrees to assist SSP, as requested, in the preparation of the
corporate profile report on said Company.
2. LXXN will, if requested, provide or arrange to be provided to SSP
or its designee, such accounting records as may be necessary to complete
the corporate "due diligence" necessary to compile an accurate and
detailed profile report on the company.
3. LXXN agrees to provide SSP with certain business and other
material information about LXXN, its products, services, contracts,
pending litigation, patents, trademarks and
1
other such business matters which SSP may request and which SSP considers
to be important for the completion of this contract.
4. LXXN agrees to notify SSP of any changes in the status or nature
of its business, any pending litigation, or any other developments that
may require further disclosure.
III. COMPENSATION
1. For services rendered, as described above, SSP will receive the
following compensation: $25,000 in cash, and $25,000 in free
trading common stock in LXXN (OTC BB: LXXN) payable upon the
execution of this Agreement, and based on the closing bid price
of the stock on the date of execution of this Agreement.
2. For services rendered, LXXN agrees to issue to SSP Management
$200,000 in restricted shares common stock, based on the closing
bid price of LXXN on the date of the execution of this Agreement,
due and payable upon execution of this Agreement.
IV. ADDITIONAL CONSIDERATION
N/A
V. REPRESENTATIONS BY SSP
SSP represents, warrants, and covenants the following:
1. SSP is a Corporation duly organized and existing under the laws of
the State of Colorado and is in good standing with the jurisdiction of its
incorporation.
2. SSP will disclose to LXXN any and all material facts and
circumstances which may affect its ability to perform its undertaking
herein.
3. SSP will cooperate in a prompt and professional manner with LXXN
or its agents in the performance of this Agreement.
VI. REPRESENTATIONS OF LXXN
LXXN represents, warrants and covenants the following:
1. LXXN will cooperate fully with SSP in executing the
responsibilities required under this Agreement so that SSP may fulfill its
responsibilities in a timely manner.
2. LXXN will not circumvent this Agreement either directly or
indirectly nor will it interfere with, impair, delay or cause SSP to
perform work not described in this Agreement.
3. LXXN and each of its subsidiaries is a corporation duly organized
and existing under the laws of its state of incorporation and is in good
standing with the jurisdiction of its incorporation in each state where it
is required to be qualified to do business.
2
4. LXXN's articles of incorporation and by-law's delivered pursuant
to this Agreement are true, and complete copies of same have been duly
adopted.
5. LXXN will cooperate in a prompt and professional manner with SSP,
its attorneys, accountants and agents during the performance of the
obligations due under this Agreement.
6. LXXN represents that no person has acted as a finder or investment
advisor in connection with the transactions contemplated in this
Agreement. LXXN will indemnify SSP with respect to any claim for a
finder's fee in connection with this Agreement. LXXN represents that no
officer, director or stockholder of the company is a member of the NASD,
an employee or associated member of the NASD. LXXN represents that it has
disclosed or will disclose to SSP all potential conflicts of interests
involving its officers, directors, principals, stockholders and/or
employees.
7. All financial information from LXXN will be provided to SSP in a
timely and complete manner and all other information which LXXN has
previously provided to SSP concerning LXXN is accurate and complete in
every material respect. If it is later determined that such is not the
case, it shall be considered a basis for the termination of this
Agreement.
8. LXXN does hereby state that ALL information supplied to SSP during
the course of this Agreement shall be true and accurate to the best of
LXXN's knowledge. LXXN agrees to hold SSP harmless for the accuracy of any
information disclosed under this Agreement.
VII. CONFIDENTIALITY
SSP agrees that all information received from LXXN shall be treated
as confidential information and SSP shall not share such information with
any other person or entity, except as are required by SSP to fulfill this
Agreement, without the express written consent of LXXN, unless such
disclosure will not cause damages to LXXN.
LXXN agrees not to divulge any named source (i.e. lenders,
institutions, investors, personal contacts, Broker Dealers, etc.) which
may be introduced to LXXN by SSP, for a period of one (1) year from the
execution of this Agreement. Furthermore, LXXN agrees not to circumvent,
either directly or indirectly, the relationship that SSP has with said
sources.
VIII. NOTICES
Any notices from either party to the other shall be deemed received
on the date such notice is personally delivered. Any notice sent by fax
transmission shall be deemed received by the other party on the day it has
been transmitted. Any notice sent by mail by either party
3
to the other shall be deemed received on the third business day after it
has been deposited at a United States Post Office. For purposes of
delivering or sending notice to the parties under this Agreement such
notices shall be delivered or sent as follows:
SSP Management Corp. Lexon, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
IX. ENTIRE AGREEMENT
Neither party has made representations to the other, which is not
specifically set forth in this Agreement. There are no oral or other
agreements between the parties that have been entered into prior or
contemporaneously with the formation of this Agreement. All oral promises,
agreements, representations, statements and warranties herein, after
asserted by one party against the other, shall be deemed to have been
waived by such party asserting that they were made and this Agreement
shall supersede all prior negotiations, statements, representations,
warranties and agreements made or entered into between the parties to this
Agreement.
X. NO ASSIGNMENT
Neither party may assign any benefit due or delegate performance
under this Agreement without the express written consent of the other
party.
XI. CONSTRUCTION
This Agreement shall be governed by the laws of the State of
Colorado. It shall also be construed as if the parties participated
equally in its negotiation and drafting. The Agreement shall not be
construed against one party over another party.
XII. ATTORNEYS FEES
In any action concerning the enforcement, breach, or interpretation
of this Agreement, the prevailing party shall be entitled to recover its
costs of suit and reasonable attorney's fees from the other party, in
addition to any other relief granted by the court.
XIV. WAIVER
The waiver of any provision of this Agreement by either party shall
not be deemed to be a continuing, waiver or a waiver of any other
provision of this Agreement by either party.
4
XV. SEVERABILITY
If any provision of this Agreement or any subsequent modifications
hereof are found to be unenforceable by a court of competent jurisdiction,
the remaining provisions shall continue to remain in full force and
effect.
XVI. AUTHORITY TO ENTER INTO AGREEMENT
The individuals signing this Agreement below represent to each other
that they have the authority to bind their respective corporations to the
terms and conditions of this Agreement. The individuals shall not, however
have personal liability by executing this Agreement and sign this
Agreement only in their representative capacities as authorized officers
of the LXXN and SSP respectively.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement on this 31st day of March, 1999.
Lexon, Inc. SSP Management Corp.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
President President
5
