▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - MAXXON, INC.
AGREEMENT
THIS AGREEMENT made as of the 18th day of July, 2001, Maxxon, Inc., a Nevada
corporation, hereinafter referred to as "Company," with its principal offices at
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Inc., a South Carolina corporation, hereinafter referred to as "▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇," with its principal offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇, ▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WITNESSETH
WHEREAS, Company requires expertise in the area of general business
consulting to support its business and growth; and
WHEREAS, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has substantial contacts among the members of
the investment community and healthcare industry and desires to act as a
consultant to general business consulting and advisory services to Company.
WHEREAS, the Company desires to retain ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to render certain
general business consulting and advisory services.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants contained herein and subject specifically to the conditions
hereof, and intending to be legally bound thereby, the parties agree as follows:
1.0 Certain Definitions - When used in this Agreement, the following terms
shall have the meanings set forth below:
o Affiliates - Shall be any persons employed by or entities controlled
by a party to this Agreement.
o Contact Person - The person who shall be primarily responsible for
carrying out the duties of the parties hereunder or responsible for
the delegation of the duties to be performed.
o Extraordinary Expenses - The expenses that are beyond those expenses
that are usual, regular or customary (e.g. local and long distance
telephone, facsimile transmission, postage, computer, secretarial and
printing) in the conduct of in-house activities in fulfillment of the
scope of this Agreement.
o Payment or Payable In-Kind - The distribution of the proceeds of a
transaction shall be in the same type and form as was given as
valuable consideration for the transaction.
o Engagement Period - Two years from the execution date of this
agreement.
2.0 Contact Persons - The Contact Person for Company is ▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, M.D. The Contact Person for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is ▇▇▇ ▇▇▇▇▇,
President.
3.0 Services to be Rendered by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees to
render the following services:
Page 1 of 11
3.1 Strategic Business Advice - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall assist the Company
in its strategic industry planning. This assistance shall include
referrals to industry contacts, as well as identifying potential
corporate or strategic partners. Furthermore, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall
evaluate potential industry or strategic partnerships and advise the
Company during all stages of negotiations including contractual
obligations and financial structure. 3.2 Market Strategy - ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ shall advise the Company with regards to the timing of entry
onto an exchange, the selection of an exchange, choosing a specialist
or market maker. In addition, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall advise the
Company and its response to any unusual trading volume or trading
patterns. In addition, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall assist the Company in
monitoring of institutional ownership. Furthermore, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
shall review investment patterns of investment managers, to locate
institutions as prospective purchasers and shall assist in tracking
peer companies to identify additional potential investors. 3.3
Financings - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall assist the Company to identify,
evaluate and facilitate all financing options including initial public
offerings, secondary offerings, mezzanine financings, and equity line
financings, debt financings and financing through the issuance of
additional classes of securities. 3.4 Merger and Acquisition -
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall advise the Company during the process of
identifying potential merger and acquisition candidates, shall assist
the Company in evaluating a potential merger or acquisition, and shall
assist and advise the Company during the negotiation stage. 3.5
Communication with Company - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall stay in constant
contact with the Company. This contact shall include monthly
conferences to inform the Company of recent developments and to
discuss potential responses and actions necessary to further the
objectives of this Agreement. 3.6 Analyst Reports - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
shall engage an independent financial analyst to prepare, at the
Company's expense, a corporate profile and periodic corporate reports,
and updates in accordance with applicable federal and state securities
laws. 3.7 Additional Analyst Introduction - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall
assist the Company in scheduling and preparing for meetings with buy
and sell side analysts so that additional independent analysis reports
can be drafted to increase the Company's exposure to the Investment
Community. 3.8 Corporate Image - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall inform the
Company of its communications with the financial community to
ascertain how Institutional Investors, Financial Analysts, Investment
Bankers, Retail Brokers and the Media perceive the Company.
Page 2 of 11
4.0 Compensation to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
4.1 Exemption - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be compensated with the Warrants
to purchase Company's Common Stock. The offer of this Common Stock is
being made in reliance upon the provisions of Regulation D promulgated
under the 1933 Act, Section 4(2) of the 1933 Act, and/or such other
exemption from the registration requirements of the 1933 Act as may be
available with respect to all purchases of Common Stock to be made
hereunder. The Company hereby grants to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ an option in
the form of a Warrant to purchase from the Company within one (1) year
of execution of this Agreement up to 1,000,000 shares of Common Stock,
par value $.001 per share, for an exercise price of $0.01 per share of
Common Stock. The Company shall pay all legal fees and expenses
incurred in drafting, reviewing and/or amending any offering documents
and/or contracts associated with this relationship. The Company
acknowledges that it has approved the employment/retention of Counsel
to draft, review and/or amend such agreements and will promptly pay
upon demand any legal fees and expenses anticipated or incurred. 4.2
Extraordinary Expenses - Extraordinary expenses of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
shall be submitted to Company for approval prior to expenditure and
shall be paid by Company, within ten (10) business days of receipt of
Mansfield ▇▇▇▇▇▇▇'▇ invoice for payment. No invoice shall be rendered
until after the services have been performed. 4.3 Finder's Fees - In
the event ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ first introduces Company or a Company
Affiliate to any third party funding source, underwriter, merger
partner, or joint venture and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ provides material
assistance to Company in consummating a funding, underwriting, merger,
joint venture or similar agreement with Company or Company's Affiliate
within one (1) year after terminating this Agreement, Company agrees
to pay ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ an advisory fee of 5% of the gross proceeds
received from such funding or underwriting, or 5% of the consideration
paid in a merger, joint venture or similar agreement with Company or
Company's Affiliate payable upon the consummation of such finding,
underwriting, merger, joint venture with Company or Company's'
Affiliate in the same form of compensation received.
5.0 Indemnification - Each party agrees to indemnify and hold the other party
harmless from and against any liability, loss, cost, expense or damage
caused by reason of any breach, neglect, default or material omission of it
or any of its agents, employees, or other representatives arising out of
the failure to perform its duties or obligations under this Agreement,
provided there shall be no liability for punitive, consequential, special
or exemplary damages under any circumstances. Nothing herein is intended to
nor shall it relieve either party from liability from its own act, omission
or negligence. All remedies provided by law or in equity shall be
cumulative and not in the alternative.
6.0 Representations and Warranties - Each party hereby represents, covenants
and warrants to the other party as follows:
Page 3 of 11
6.1 Authorization - It and its signatories herein have full power and
authority to enter into this Agreement and to carry out the
transactions contemplated hereby.
6.2 No Violation - Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will
violate any provision of its charter or bylaws or violate any term or
applicable law, rule or regulation.
6.3 Agreement in Full Force and Effect - All of its contracts, agreements,
leases, and licenses referenced herein are valid and in full force and
effect.
6.4 Litigation - There is no action, suit, inquiry, proceeding or
investigation by or before any court or governmental or other
regulatory or administrative agency or commission pending or, to the
best of its knowledge threatened against it, or which questions or
challenges the validity of this Agreement and the subject matter
hereof; and it does not know or have any reason to believe any valid
basis for any such action, proceeding or investigation.
6.5 Consents - No consent of any person, other than the signatories
hereto, is necessary for the execution, delivery and consummation of
the transactions contemplated hereby, including, without limitation,
consents from parties to loans, contracts, leases or other agreements
and consents from governmental agencies, whether federal, state or
local.
6.6 Reliance - It has and will rely upon the documents, instruments and
written information furnished to it by the other party's officers,
employees and representatives.
6.7 Accuracy - All representations, warranties and statements provided by
it are true, complete and accurate in all material respects.
6.8 Compliance with Law - Each party agrees to comply with all applicable
laws, rules and regulations applicable to it, including especially all
applicable federal and state securities laws.
6.9 Publicity - Each party agrees to use its good faith efforts to keep
the other informed with respect to all material facts and
circumstances related to it. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees not to
disseminate or permit retail brokers, employees, representatives or
agents to provide or disseminate to investors, brokers or others in
the investment community any information regarding Company or its
securities that Company has not approved in advance.
7.0 Representations by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
7.1 Disclosure of Relationship with Company - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees to
disclose in a manner consistent with applicable laws, rules and
regulations that it is providing the services set forth in section
three of this Agreement in exchange for Common Stock of the Company.
Specifically ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees to abide by Section 17(b) of the
1933 Act which provides that it is unlawful for any person: "to
publish, give publicity to, or to circulate any notice, circular, or
advertisement, newspaper article, letter, investment service, or
communication which, though not purporting to offer a security for
sale, describes such security for a consideration received or to be
received, directly or indirectly, from an issuer, underwriter or
dealer, without fully disclosing receipt, whether past or prospective,
of such compensation and the amount thereof."
Page 4 of 11
7.2 Scope of Information to be Provided by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ shall only provide information to the securities brokerage
community, its retail brokers and all others described in section
three of this Agreement, that is received from and approved by the
Company. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees not to provide any information
(written, electronic or verbal) which is materially false or
misleading or omit to provide any information regarding the Company
which is necessary so that the information provided by ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ is not false or materially misleading.
7.3 Short Sales - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, its officers, directors, employees,
affiliates and related parties (including all family members) shall
not under any circumstances engage either directly or indirectly in
short sales of the Company's Stock. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not direct
any third parties to short sales of the Company's Stock.
7.4 Assignment - No part of this Agreement shall be assignable. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ may not transfer any portion of it's rights, obligations or
duties under this contract to a third party without the Company's
prior written consent.
7.5 Purchase Entirely for Own Account - This Agreement is made in reliance
upon Mansfield ▇▇▇▇▇▇▇'▇ representation to the Company, which by
Mansfield ▇▇▇▇▇▇▇'▇ execution of this Agreement, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
hereby confirms, that the Company's Common Stock is being acquired for
investment purposes for Mansfield ▇▇▇▇▇▇▇'▇ own account and not with a
view for resale or distribution of any part thereof except in
accordance with applicable federal and state securities laws.
7.6 Accredited Investor - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents that it is an
"accredited investor" as that term is defined in SEC rule 501(a) of
Regulation D, 17 C.F.R.501(a).
7.7 Restricted Securities - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ understands that the
Company's Common Stock issued hereunder may not be sold, transferred,
or otherwise disposed of without registration under the Securities Act
or an exemption therefrom, and that in the absence of an effective
registration statement or an available exemption from registration
under the Securities Act, the Common Stock must be held indefinitely.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is aware that the Common Stock may not be sold under
Rule 144 unless of all of the conditions of that rule have been met.
8.0 Representations of the Company.
8.1 Right of First Refusal - The Company hereby agrees to provide
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with the absolute right to provide and find any
additional sources of capital that the Company may require or need at
any time during the term of this Agreement. The Company and ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ shall agree on the amount of compensation to be paid to
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by the Company at that time.
9.0 Services Not Expressed or Implied.
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9.1 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Is Not a Market-Maker - ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has not
agreed to provide and is not providing to Company any market-maker
service in the securities of Company.
9.2 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Is Not Being Paid for Market-Maker Services - Any
payment made herein to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is not, and shall not be
construed as, compensation to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for the purposes of
making a market in the securities of Company or to cover Mansfield
▇▇▇▇▇▇▇'▇ out-of-pocket expenses for making a market in Company's
securities.
9.3 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Is Not Being Paid to Influence the Market - No
payment made herein to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is for the purpose of
affecting the price of any Company security or influencing any
market-making functions, including, but not limited to, bid/ask
quotations, initiation and termination of quotations, retail
securities activities.
10.0 Miscellaneous Provisions.
10.1 Amendment and Modification - This Agreement may be amended, modified
and supplemented only by written agreement of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
Company.
10.2 Waiver - Any failure of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, on the one hand, or
Company, on the other, to comply with any obligation, agreement or
condition herein may be expressly waived in writing, but such waiver
or failure to insist upon strict compliance with such obligation,
covenant, agreement or condition shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other failure.
10.3 Expenses - Whether or not the transactions contemplated by this
Agreement are consummated, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agrees that all fees and
expenses incurred by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in connection with this
Agreement shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Company agrees that
all fees and expenses incurred by Company in connection with this
Agreement shall be borne by Company, including, without limitation as
to both ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or Company, all fees and expense of their
respective counsel and accountants.
10.4 Other Business Opportunities - Except as expressly provided in this
Agreement, each party hereto shall have the right independently to
engage in and receive full benefits from other business activities.
10.5 Compliance with Regulatory Agencies - Each party agrees that all
actions, direct or indirect, taken by it and its respective agents,
employees and affiliates in connection with this Agreement and any
financing or underwriting hereunder shall conform to all applicable
federal and state securities laws.
10.6 Notices - Any notices to be given hereunder by any party may be
effected by personal delivery in writing or by mail, registered or
certified, postage prepaid with return receipt requested or by fax.
Mailed notices shall be addressed to the parties at the addresses
appearing in the introductory paragraph of this Agreement, but any
party may change its address by written notice in accordance with this
subsection. Notices delivered personally and by fax shall be deemed
communicated upon actual receipt. Mailed notices shall be deemed
communicated as of three (3) business days after mailing.
Page 6 of 11
10.7 No Assignment - This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns, but neither this
Agreement nor any right, interests or obligations hereunder shall be
assigned by any of the parties hereto without the prior written
consent of the other parties, except by operation of law.
10.8 No Delegation - Neither party shall delegate the performance of its
duties under this Agreement without the prior written consent of the
other party.
10.9 Advertising and Publicity - Neither ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor Company
shall make or issue, or cause to be made or issued, any announcement
or written statement concerning this Agreement or the transactions
contemplated hereby for dissemination to the general public without
the prior consent of the other party. This provision shall not apply,
however, to any announcement or written statement required to be made
by law or the regulations of any federal or state governmental agency,
except that the party shall consult with the other party concerning
the timing and content of such announcement before such announcement
is made.
10.10Governing Law - This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with
the laws of the State of Oklahoma, without regard to its conflict of
law doctrine. Company and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ agree that if action is
instituted to enforce or interpret any provision of this Agreement,
then jurisdiction and venue shall be Tulsa County, Oklahoma.
10.11Counterparts - This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
10.12Heading - The heading of the sections of this Agreement are inserted
for convenience only and shall not constitute a part hereto or affect
in any way the meaning or interpretation of this Agreement.
10.13Entire Agreement - This Agreement, including any Exhibits hereto, and
the other documents and certificates delivered pursuant to the terms
hereto, set forth the entire Agreement and understanding of the
parties hereto in respect of the subject matters contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or
written, by any officer, employee or representative of any party
hereto.
10.14Third Parties - Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any person or corporation, other
than the parties hereto and their successors or assigns, any rights or
remedies under or by reason of this Agreement.
10.15Attorneys' Fees and Expenses - If any action is necessary to enforce
and collect upon the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees and expenses, in
addition to any other relief to which that party may be entitled. This
provision shall be construed as applicable to the entire Agreement.
Page 7 of 11
10.16Survivability -If any part of this Agreement is found or deemed by a
court of competent jurisdiction to be invalid or unenforceable, that
part shall be severed from the remainder of this Agreement.
10.17Further Assurances - Each of the parties agrees that it shall from
time to time take such actions and execute such additional instruments
as may be reasonably necessary or convenient to implement and carry
out the intent and purpose of this Agreement.
10.18Right to Data After Termination - After termination of this Agreement
each party shall be entitled to copies of all non-confidential
information acquired hereunder prior of the date of termination.
10.19Relationship of the Parties - Each party is an independent contractor
and an independent business not controlled by or under common control
of the other party. Nothing contained in this Agreement shall be
deemed to cause either party to be a partner, agent or legal
representative of the other, or create any fiduciary relationship
between them. Neither party shall have any authority to act for or to
assume any obligation or responsibility on behalf of the other party.
The rights, duties, obligations and liabilities of the parties shall
be several, not joint or collective. Neither party shall have any
authority to take or withhold any action for the other or to represent
to anyone that it has the power and authority to do so.
11.0 Term of Agreement and Termination. This Agreement shall be effective upon
execution, shall continue for two (2) years unless terminated sooner, by
either party, upon giving to the other party thirty (30) days' written
notice, after which time this Agreement is terminated. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
shall be entitled to the finder's fees described in this Agreement for
funding or underwriting commitments entered into by Company or its
affiliates within one (1) year after termination of this Agreement if said
funding or underwriting was the result of Mansfield ▇▇▇▇▇▇▇'▇ initial
introduction and its material efforts in the consummation thereof prior to
the termination of this Agreement.
12.0 Arbitration: Indemnification.
WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED HEREBY
ACKNOWLEDGE THAT:
(i) ARBITRATION IS FINAL AND BINDING ON THE PARTIES;
(ii) THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK A REMEDY IN COURT,
INCLUDING THEIR RIGHT TO JURY TRIAL;
(iii)PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT
FROM COURT PROCEEDINGS; (iv) THE ARBITRATOR'S AWARD IS NOT REQUIRED TO
INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO
APPEAL OR TO SEEK MODIFICATION OF ANY RULING BY THE ARBITRATORS IS
STRICTLY LIMITED;
(v) THE PANEL OF ARBITRATOR MAY INCLUDE ARBITRATORS WHO WERE OR ARE
AFFILIATED WITH THE SECURITIES INDUSTRY; AND
Page 8 of 11
(vi) THIS ARBITRATION AGREEMENT IS SPECIFICALLY WRITTEN TO INCLUDE ANY AND
ALL STATUTORY CLAIMS ARISING UNDER THIS AGREEMENT WHICH MIGHT BE
ASSERTED BY ANY PARTY.
THE PARTIES AGREE THAT:
A. ALL DISPUTES, CONTROVERSIES OR DIFFERENCES BETWEEN COMPANY AND
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL
REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS, AGENTS OR EMPLOYEES, OR
ANY CUSTOMER OR OTHER PERSON OR ENTITY, ARISING OUT OF, IN
CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT, SHALL BE
RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH LITIGATION.
B. ALL DISPUTES FOR RESOLUTION SHALL BE SUBMITTED EITHER TO THE
AMERICAN ARBITRATION ASSOCIATION OR THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS, INC., WHICHEVER ASSOCIATION HAS JURISDICTION
OVER THE DISPUTE, WITHIN THIRTY (30) DAYS AFTER RECEIVING A
WRITTEN REQUEST TO DO SO FROM ANY PARTY.
C. IF ANY PARTY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON
REQUEST, THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION
PROCEEDING.
D. ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL,
UNLESS THE PARTIES AGREE OTHERWISE, TAKE PLACE IN FORT WORTH,
TARRANT COUNTY, TEXAS, AND THE FEDERAL ARBITRATION ACT SHALL
GOVERN THE PROCEEDING.
E. IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION
OR UNSUCCESSFULLY CONTESTS THE JURISDICTION OF ANY ARBITRATION
FORUM LOCATED IN FORT WORTH, TARRANT COUNTY, TEXAS, OVER ANY
MATTER WHICH IS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING
PARTY SHALL BE ENTITLED TO RECOVER FROM THE LOSING PARTY ITS
LEGAL FEES AND ANY OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION
WITH THE DEFENSE OF SUCH LEGAL PROCEEDING AND ITS EFFORTS TO
ENFORCE ITS RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN.
F. EACH PARTY WILL SIGN ANY REQUIRED AND CUSTOMARY AGREEMENT TO
ARBITRATE REQUIRED BY THE AMERICAN ARBITRATION ASSOCIATION OR THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., AS APPROPRIATE,
AT THE TIME ANY DISPUTE IS SUBMITTED FOR ARBITRATION.
Page 9 of 11
G. THE PARTIES AGREE TO BE BOUND BY THE DECISION OF ANY AWARD AS
BEING FINAL AND CONCLUSIVE AND AGREE TO ABIDE THEREBY.
H. ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT
AND EXECUTION FOR COLLECTION.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
Maxxon, Inc. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By:/s/ ▇▇▇ ▇▇▇▇▇
---------------------------- -----------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
President and President
Chief Executive Officer
Page 10 of 11
Exhibit A
Duties of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
NO ADDITIONAL FEES HAVE BEEN AGREED TO UNLESS THIS PAGE IS AMENDED AND SIGNED BY
BOTH PARTIES.
Maxxon, Inc. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By:/s/ ▇▇▇ ▇▇▇▇▇
---------------------------- -----------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
President and President
Chief Executive Officer
Page 11 of 11