EXHIBIT 10.2
AGREEMENT
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This Agreement is made effective as of the 19th day of April, 2004, between NOVA
ELECTRIC SYSTEMS INC. (NOVA), a private registered Nevada corporation and NU AGE
ELECTRIC INC.(NU AGE), a private registered Nevada Corporation wherein the
parties agree to the following:
WHEREAS:
A. Nu Age has acquired, by certain agreements, all of the rights relating to the
manufacture of certain vehicles to be powered electrically and other electric
powered products with the Hero Group of Companies in the country of India.
The first Agreement between Nu Age and Hero is for the production of Hero
mountain bicycles and scooters which Nu Age can adapt to an electric power drive
system. These electric powered mountain bikes and scooters are for delivery in
the USA, South American and European markets.
The second agreement is for the production by Hero of the Nu Age electric
powered children's toys. Hero will build the frames and bodies for these units
and Nu Age will supply the electric power drive system. These units will be for
the India, Asian, USA and other world markets.
The third Agreement is for a proposed JV between Nu Age and Hero to build a
lithium battery production plant and an electric power drive system assembly
plant in India. The production plant will be for the production of lithium
batteries to be used on the Nu Age electric powered vehicles and for other
commercial viable projects worldwide. The assembly plant will be used to
assemble the lithium `electric power drive system' on all Nu Age vehicles and
products in India at substantial savings for delivery worldwide.
Nu Age is in process of developing other major agreements with Hero for the
production and sale of other electric powered vehicles and products for
worldwide distribution in the near future.
In addition, Nu Age, by and through their associate engineers has designed and
developed the engineering for new `electric battery powered drive systems'
(systems) technology. This technology has also been used to install these
electric drive systems on electric Go-Karts, NEV's (Neighborhood Electric
Vehicles) ATV units, bicycles, scooters, mo-peds, open wheel racecars,
children's electric toys and a wide variety of other vehicles and products. This
exceptional technology will be used to install these electric drive systems on
all land and watercraft vehicles for exceptionally powerful, quiet and
environmental friendly performance.
Nu Age operates a facility in Las Vegas Nevada and a facility in Las Angels
California under a consulting agreement with an electrical physicist engineer.
These two facilities are used for R&D purposes to develop electric powered
vehicles in conjunction with "HERO MANUFACTURING", "NOVA ELECTRIC SYSTEMS" and
other strategic partners with "NU AGE ELECTRIC INC".
B. For and in consideration of the express benefits Nu Age can provide to Nova,
defined in `A' above and for the express interest Nova has to acquire 100% of
the rights to the use of the technology and to the agreements between Hero and
Nu Age held by Nu Age, the parties mutually agree to the following:
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
mutual agreements and covenants herein contained, the parties hereby covenant
and agree as follows:
1) Nova agrees to purchase from Nu Age and Nu Age agrees to sell to Nova 100%
of the rights Nu Age has acquired by agreements relating to the manufacture
and sale of certain vehicles to be powered electrically with the Hero Group
Of Companies in the country of India and all rights pertaining to the
proposed JV for the lithium production plant and assembly plant on the
following terms:
1.1 Nova shall agree to pay to Nu Age a total of $650,000 USD as an
advance on the future royalties contemplated by the Hero agreements
included in (A) above, payable with $200,000 upon the acceptable
funding of Nova and in any event, no later than May 30, 2007. The
balance of $450,000 shall be paid no later than May 30, 2008.
1.2 Upon exhaustion of the $650,000 USD royalty advance, all future
royalty payments shall be due and payable no earlier than 45 days and
no later than 60 days from each quarter end of Nova. Such royalties
will be retroactively adjusted should warranty claims not be honored
by the manufacturers.
1.3 With the purchase of these first three agreements between Nu Age and
Hero, Nova will have the `first right of refusal' to acquire any
other additional agreements that Nu Age may negotiate between Nu Age
and Hero for the production and delivery of other electric powered
vehicles and products for worldwide distribution.
1.4 In addition, Nova will also hold the `first right of refusal' to
acquire any and all additional agreements which Nu Age, and the
associates of Nu Age may negotiate for the production, sale and
distribution of any and all electric powered vehicles and products
worldwide.
1.5 Nu Age agrees to provide to Nova the rights to install the electric
battery powered drive system on all Nova electric powered vehicles
and products. These rights will include all vehicles Nova desires to
install these `systems' on currently and in the future. These
`systems' will include `systems' for all land and watercraft
vehicles. These rights will also include the `first right of refusal'
for the use all new technology that may be designed by the Nu Age
associate partner engineers in the future.
1.6 For these `rights' and the express benefits listed in `A' above, in
addition to the royalty advance and obligations listed above, Nova
shall cause to be delivered to Nu Age a total of 21,000,000 common
shares of Nova stock.
1.7 Nova also agrees that Nu Age shall receive a total of 15% of the
GROSS NET PROFITS (meaning net profit before income taxes) from the
sale of all electric powered vehicles and products, and/or all other
products sold through and by the agreements arranged by Nu Age or the
associates of Nu Age who are referred to Nova by Nu Age. Nova shall
receive 85% of all gross net profits and all other additional
benefits derived from the functions and operations of these
agreements.
C. Nu Age shall remain a consultant to the operations of Nova in perpetuity for
the contracts, agreements and operations with the associates of Nu Age for the
success of these operations between the parties. Nu Age shall also use their
best efforts to arrange additional International Licenses for the distribution
and sales of the electric powered vehicles and products in the countries as
Mexico, Chile, Brazil, Italy, Germany, France, Canada, Spain and many other
countries who have expressed a sincere interest in these exceptional products
through the associates of Nu Age.
D. Nu Age shall act as a consultant for Nova in the continued operations of the
Nu Age R&D facility in Las Vegas, Nevada for the design engineering of many
other additional products and technology which can be acquired by Nova for the
benefit of Nova and all parties to the agreements with Nova.
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E. Nu Age agrees that this agreement can be transferred in whole by Nova to any
third party for the benefit of both Nova and Nu Age. It is agreed between the
parties that Nova shall proceed in an expeditious manner to make an agreement
with a public traded company for the purposes of a financing capability to make
the above-described payments and for the delivery of the shares containing a
`market value' on a timely basis to Nu Age.
F. Both parties agrees that changes or additions or deletions to this agreement
can occur by the mutual consent of both parties in writing.
G. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between the parties
hereto and supercedes, corrects and replaces every previous agreement,
communication, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties with respect to the subject of this Agreement.
H. INDEMNITY
In addition to any and all other rights and remedies available to Nova, Nu Age
agrees to indemnify, defend, and hold harmless Nova, its officers, directors,
shareholders and affiliates, and their respective successors and assigns, from
and against any and all liabilities, claims, losses, costs, expenses, penalties,
fines, forfeitures, judgments, or damages, including reasonable attorneys' fees
and court costs arising directly or indirectly from (i) any act or omission of
Nu Age or any employee or agent of Nu Age (ii) the failure of Nu Age to comply
with any applicable law , regulation, order, rule, or other legal requirement;
(iii) Nu Age's failure to perform any of its obligations under this agreement;
(iv) any falsity, incorrectness, or incompleteness in any material respect of
any representations or warranty made by Nu Age under this Agreement; (v) any
violation of any copyright, service mark or trademark of any information
contained in this Agreement; (vi) incomplete, inaccurate or untimely information
contained in this Agreement; (vii) any claims of any violation of financial
responsibility from any of the lenders, stockholders or any other financial
associates of Nu Age.
I. NOTICE
Any notice which may be required to be given under this Agreement shall be
deemed to be well and sufficiently given if delivered:
In the case of Nu Age addressed as follows:
Mr. Lee Eastman, 10616 Eagle Nest St., Las Vegas, NV 89141
And in the case of Nova addressed as follows:
Mr. Merrill W. Moses, 201 Lomas Santa Fe, Suite #420, Solana Beach, Ca.
92075
J. TIME OF ESSENCE
Time shall be of the essence of this Agreement with the requirements for shares
to be delivered to Nu Age share holders on a timely basis.
K. TITLES
The titles to the respective sections hereof shall not be deemed a part of this
Agreement but shall be regarded as having been used for convenience only.
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L. SCHEDULES
The schedules attached to this Agreement are incorporated into this Agreement by
reference and are deemed to be part hereof.
M. SEVERABILITY
If any one or more of the provisions contained herein should be invalid, illegal
or unenforceable in any respect in any jurisdictions, the validity, legality and
enforceability of such provisions shall not in any way be affected or impaired
thereby in any other jurisdiction and the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
N. APPLICABLE LAW
The situs of the Agreement is Las Vegas, Nevada, and for all purposes this
Agreement will be governed exclusively by and construed and enforced in
accordance with laws prevailing in the State of Nevada. The parties hereto agree
to attorn to the jurisdiction of the Courts of the State of Nevada.
O. CURRENCY
All funds described in this Agreement shall be in the lawful currency of the
United States of America.
(a) ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and to their respective successors and permitted assigns.
IN WITNESS WHEREOF this Agreement has been made effective as of the day and year
first above written.
Dated this _____ day of _____ , 2004
NU AGE ELECTRIC INC.
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/S/ LEE EASTMAN
_______________________________
PER: LEE EASTMAN, PRESIDENT
NOVA ELECTRIC SYSTEMS INC.
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/S/ MERRILL MOSES
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PER: MERRILL MOSES, PRESIDENT
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