CONSULTING AGREEMENT WITH
XXXXXXXX XXXXXXXXXX
This Agreement ("Agreement") is entered into and effective March 1,
1999 by and between Lexon, Inc. ("Lexon") and Xxxxxxxx Xxxxxxxxxx
("Consultant").
WHEREAS, Lexon is a development stage company which owns the exclusive
right to manufacture and market a cancer detection blood test kit in development
whose stock is traded on the Over the Counter Bulletin Board under the symbol
"LXXN"; and
WHEREAS, Consultant has extensive experience and expertise in matters
of matters involving international commerce and has prior substantive
relationships with potential investors, investment bankers, companies and
individuals who from time to time purchase companies; and
WHEREAS, Lexon has agreed to engage Consultant and Consultant has
accepted an engagement to introduce Consultant's clients and contacts to Lexon
and to assist Lexon in arranging funding its activities and to arrange for the
sale of Lexon to a client of Consultant first introduced to Lexon by Consultant.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged, parties agree as follows:
1. Acceptance of Engagement. Lexon hereby agrees to engage
Consultant, and Consultant agrees to accept the engagement from
Lexon, to (1) introduce to Lexon persons or entities that
consummate funding for Lexon, either through the sale of
authorized but unissued capital stock of Lexon or through the
consummation of loans to Lexon; and (2) introduce to Lexon
persons or entities to purchase all or substantially all the
assets or all or substantially all of the issued and outstanding
capital stock of Lexon or to arrange a merger, business
combination, reorganization or other major corporate transaction
in which Lexon is acquired (together, "Major Corporate
Transactions") or acquires on or more other persons or entities.
2. Scope of Information to be Provided. Consultant agrees to provide
to investors, companies and entities only information which is
received from and approved by Lexon. Consultant agrees not to
provide any information regarding Lexon or its securities which
is false or materially misleading or omits to provide information
regarding Lexon which is necessary to make the disclosures made
not false or materially misleading. If Consultant receives any
inquiry regarding Lexon which calls for a response with
information that is has not been approved by Lexon or as to which
Consultant does not know the correct answer, Consultant agrees to
request the information from Lexon and not provide a guess, a
projection, or an assumption without Lexon's prior written
consent.
3. Compensation. Lexon agrees to pay Consultant in the aggregate the
following amounts:
(1) For the funding of purchases of capital stock of Lexon from
persons with whom Consultant has a prior substantive
relationship and which is first introduced to Lexon by
Consultant, 10% of the net proceeds actually received by and
funded to Lexon; and
(2) For the consummation of a Major Corporate Transaction, 5% of
the first $1 million actually received; 4% of the next $1
million actually received; 3% of the next $1 million
received; 2% of the next $1 million actually received; and
1% of all funds actually received in excess of $5 million;
and
(3) For the funding of loans made to Lexon by persons first
introduced to Lexon by Consultant, 3% of actual loans made
and funded.
For purposes of this paragraph, all compensation shall be paid in
the same form of consideration actually received; shall be
calculated in US dollars; and shall be based upon the net sale
price, after deducting all transportation, export, import,
customs agency, customs, insurance, taxes, and handling charges
and fees and after deducting all returns and rejections for
reasons other than for defective of damaged product.
4. Nature of Relationship. Consultant, on the one hand, and Lexon,
on the other hand, are independent contractors and are not
partners, joint venturers, employees, agents, or other
representatives of the other. Neither Consultant nor Lexon is
authorized or empowered to bind the other in any capacity without
the express written consent of the other. Consultant, on the one
hand, and Lexon, on the other hand, are solely responsible for
all costs and liabilities incurred by them arising from taxes of
every kind or relating to its own employees and other
representatives, or relating to the conduct of its business as an
independent entity, and each agrees to indemnify and hold the
other harmless therefrom. Consultant will not undertake for and
on behalf of Lexon any activity which will require either of them
to be a required to be a registered broker-dealer. Lexon
acknowledges and agrees that Consultant may engage in various
businesses and other consulting arrangements with other companies
in the conduct of business that will not directly or indirectly
compete with the business of Lexon. Consultants and any other his
affiliates shall not be entitled to receive any employee or other
compensation or benefit from Lexon.
5. No Conflicting Activities. Consultant agree not to engage in any
activities that violate his duties under this Agreement or
represent any other entity that is engaged in the manufacture or
sale of products or services that directly compete with the
business, products or services of Lexon, without the prior
consent of Lexon.
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6. Inside and Confidential Information. Consultant agrees not to
disclose, use or disseminate any information of or relating to
Lexon which is proprietary, confidential and competitively
sensitive ("Confidential Information") without the prior written
approval of Lexon; and Consultant agrees not to act for his own
account or for the account of another upon any non-public
information in connection with the purchase or sell securities of
Lexon or in violation of any SEC rule or regulation, including
SEC Rule 10b-5.
7. Ownership of Information. Consultant will receive information
concerning Lexon that belongs to Lexon and does not belong to
Consultant. Consultant agrees that all such material belongs to
and is the property of Lexon. Likewise, Lexon agrees not to
disclosure or use any such information regarding any client of
Consultant for any purpose other than as contemplated by the
Agreement.
8. Term. This Agreement shall expire 1 year from the date set forth
above, unless sooner terminated by either party by it giving the
other not less than 30 days' prior written notice of termination.
9. Termination of Agreement. This Agreement shall terminate upon the
occurrence of any of the following events: (a) voluntary notice
of termination given in writing not less than 60 days' prior
notice by either party; (b) a party becomes legally or
practically unable to perform its obligations hereunder; and (c)
for cause. "Cause" shall mean (i) material breach of this
Agreement; (ii) misrepresentation of a material fact; (iii)
omission of a material fact; (iv) willful misconduct; (v)
material negligence; and (vi) failure to comply with an
applicable law, rule or regulation. In the event of a proposed
termination for cause, notice of the facts and circumstances
surrounding the alleged cause shall be given to the other party
and the party against whom a termination for cause is asserted
shall be provided with an opportunity to present a response to
the alleged reason for cause and to cure the cause. If not so
cured, the party against whom a cause is asserted shall be
entitled to no further benefits under this Agreement and shall
immediately return all client lists, client files, manuals,
documents, files, reports, property and equipment relating to or
owned by the other and all other Confidential Information (as
described above).
10. Remedies. Each party shall be entitled to exercise all remedies
available to it under a law or in equity in the event the other
party breaches its obligations hereunder. The remedies set forth
herein are cumulative, may be exercised individually or together
with one or all other remedies and are not exclusive but instead
are in addition to all other rights and remedies available to the
parties at law or in equity in the event the other party breaches
its obligations hereunder. In addition, any shares of Lexon
securities issued to either of the Consultant for services
rendered shall be canceled for failure of consideration to the
extent such services are not performed in accordance with this
Agreement. Any such securities shall also be canceled to the
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extent Consultant violates the terms of this Agreement.
11. Miscellaneous.
(1) Notices. Any notice, request, demand or other communication
required to be made or which may be given to either party
hereto shall be delivered by certified U.S. mail, postage
prepaid, to that party's attention at the address set forth
below or at such other address as shall be changed from time
to time by giving notice hereunder.
(2) Entire Agreement. This document constitutes the complete and
entire employment agreement between the parties hereto with
reference to the subject matters hereof. No statement or
agreement, oral or written, made prior to or at the signing
hereof, and no prior course of dealing or practice by either
party shall vary or modify the written terms hereof.
(3) Headings. The headings and captions contained in this
Agreement are for ease and convenience of reference only and
shall not be deemed for any purpose to affect the
substantive meaning of the rights and duties of the parties
hereto in any way.
(4) Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their
respective successors and assigns.
(5) Counterparts. This Agreement may be executed in multiple
counterparts, each of which has the same text and each of
which shall be deemed an original for all purposes, but
together they constitute one single and the same agreement.
(6) Amendments. This Agreement may be amended only by a written
document signed by the parties and stating that the document
is intended to amend this Agreement.
(7) Applicable Law. This Agreement shall be governed by and
construed in accordance with Oklahoma law.
(8) Disputes. All disputes not resolved by mutual agreement
within 60 days, or such longer time as the parties mutually
agree, shall be submitted to binding arbitration pursuant to
the Commercial Rules of Arbitration of the American
Arbitration Association. All arbitration hearings shall be
held in Tulsa, Oklahoma. The parties agree to be finally
bound by all arbitration awards to the extent permitted by
law. In any dispute or proceeding to construe this Agreement
not resolved by final arbitration or to enforce an
arbitration
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award, the parties expressly consent to the exclusive
jurisdiction of state and federal courts in Tulsa County,
Oklahoma, the principal place of business of Lexon. The
prevailing party in any suit brought to interpret this
Agreement shall be entitled to recover reasonable attorney's
fees and expenses in addition to any other relief which it
is entitled.
(9) Additional Documents. The parties hereto shall enter into
and execute such additional agreements, understandings,
documents or instruments as may be necessary to implement
the intent of this Agreement.
(10) Cumulative Remedies. The remedies of the parties as set
forth herein are cumulative and may be exercised
individually or together with one or all other remedies, and
are not exclusive but instead are in addition to all other
rights and remedies available to the parties at law or in
equity.
(11) Severability. If any provision of this Agreement or the
application thereof to any person or circumstances shall be
held invalid or unenforceable to any extent, the remainder
of this Agreement and the application of such provisions to
other persons or circumstances shall not be affected thereby
and shall be enforced to the greatest extent permitted by
law.
(12) Costs and Expenses. Each party agrees to be responsible for
its own out of pocket expenses. No party shall incur costs
or expenses for or on behalf of the other, at the expense or
liability of the other, without that party's express prior
consent.
(13) Waiver. The failure of a party to enforce any provision of
this Agreement shall not constitute a waiver of such party's
right to thereafter enforce such provision or to enforce any
other provision at any time.
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed effective this 1st day of March, 1999.
LEXON, INC.
BY /s/ XXXXXXX X. XXXXX ____________________________________
XXXXXXX X. XXXXX, PRESIDENT XXXXXXXX XXXXXXXXXX
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