Exhibit
10.2


 


SALES REPRESENTATION AGREEMENT


 


This Sales Representation
Agreement (“Agreement”) is entered into effective as of May 1, 2004 (“Effective
Date”) by and among North Electric Company, Inc., a North Carolina corporation
with a principal place of business at 6131 Falls of Neuse Road, Suite 205,
Raleigh, North Carolina, 27609 (“NECI”); DataMEG Corp., a New York corporation
with a principal place of business at 20 Park Plaza, Boston, Massachusetts
02116 (“DataMEG”); and Omni Solutions Inc, a North Carolina corporation with a
principal place of business at 367 Roscoe Rd Bear Creek NC 27207.


 


WHEREAS, NECI is in the
business of developing, manufacturing, and selling those products such as the
NAS 6131 (the “Products”) and desires to obtain sales assistance in respect of
the Products;


 


WHEREAS, Omni Solutions
has expertise in selling goods such as the Products and is willing to sell the
Products for NECI on the terms set forth herein;


 


WHEREAS, NECI desires to
retain Omni Solutions on a Non-Exclusive basis to sell the Products on the
terms set forth herein; and


 


WHEREAS, NECI is a wholly
owned subsidiary of DataMEG;


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants set forth below, the
receipt and sufficiency of which the parties acknowledge consideration, the
parties agree to the terms set forth below.


 


Section 1.                                          Definitions.


 


(a)                                  As
used in this Agreement, the terms set forth below shall have the meanings
described below.


 


(i)                                     “Affiliate”
shall mean (A) in respect of an individual, that individual spouse and a
parent, grandparent, child, grandchild, sibling, cousin, aunt, uncle, nephew,
or niece of that individual or that individual’s spouse, and (B) in respect of
an entity, any other entity which controls, is controlled by, or is under
common control with the subject entity where “control” means the ownership of
stock, interests, and other ownership interests entitled to ten percent (10%)
of (I) the votes of all stock or (II) the assets of the entity upon its
liquidation and dissolution.


 


(ii)                                  “Agreement”
shall mean this Sales Representation Agreement.


 


(iii)                               “Effective
Date” shall mean the date specified in the preamble to this Agreement.


 


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(iv)                              “Lab
Deployment” shall mean the installation of any Product at a location of a
Prospective Customer for the purposes of testing and evaluating the performance
of the Product prior to purchase of the Product.


 


(v)                                 “Price”
shall mean the amount invoiced to the customer.


 


(vi)                              “Prospective
Customer” shall mean any person or entity other than NECI, Omni Solutions,
their respective Affiliates, or any existing customer of NECI.


 


(vii)                           “Purchase
Order” shall mean a firm purchase order for Product from any person or entity
other than NECI, Omni Solutions, or their respective Affiliates.


 


(viii)                        “Term”
shall have the meaning ascribed to it by Section 6.


 


(ix)                                “Trademarks”
shall mean trade names, any derivative or similar name or names, trademarks,
service marks, logos, and designs used by NECI in connection with its business
whether or not registered with any governmental authority.


 


(x)                                   “Travel
Expenses” shall mean and be calculated as follows: (A) for travel by plane,
train, rental car, food, taxi, or bus, and associated hotel stays, the expense
shall be the actual amount paid, including taxes and (B) for travel by personal
vehicle, the travel expense shall be the amount of US$0.375 multiplied by the
number of whole miles (rounded to the nearest mile) traveled.


 


(b)                                 Any
amount of currency other than in United States Dollars shall be converted to
United States Dollars for all purposes of this Agreement as of (i) the date the
amount is actually received by NECI or (ii) for the purposes of determining
whether any document is a Purchase Order pursuant to the definition described
in Section 1(a), the exchange rate in effect on the day the said document
is first delivered to NECI whether by Omni Solutions or the customer. For all
purposes of this Agreement, the exchange rate used to convert any currency amount
to United States Dollars shall be that used by NECI’s primary bank.


 


Section 2.                                          Sales
Representation.


 


(a)                                  Subject
to the terms and condition of this Agreement, NECI hereby appoints Omni
Solutions, and Omni Solutions hereby accepts such appointment, as NECI’s
representative for the sale of Products anywhere in the world. The appointment
of Omni Solutions by NECI is on a non-exclusive basis.


 


(b)                                 During
the Term, Omni Solutions shall use its best efforts on a continuous basis to
produce acceptable Lab Deployments and sales of Products, make a diligent
investigation of each inquiry from a Prospective Customer, make diligent and
aggressive efforts to interest suitable prospects in the Products, diligently
use NECI’s marketing materials, provide advice to NECI in the development of
new marketing materials and programs, and cooperate with NECI and its
advertising and public relations consultants.


 


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(c)                                  Omni
Solutions will provide NECI and DataMEG with detailed reports regarding its
sales and marketing activities on a weekly basis.


 


(d)                                 Omni
Solutions shall perform all services under this Agreement as an independent
contractor and not as an agent of NECI. 
Omni Solutions is not authorized to assume or create any obligation or
responsibility on behalf of, or in the name of NECI or purport to bind NECI in
any manner whatsoever.


 


(e)                                  Omni
Solutions acknowledges that it has no authority to bind NECI to any Lab
Deployment, Purchase Order, or other sale, installation, deployment, or
transfer of any Products and agrees that it will not attempt to do so or
represent to any Prospective Customer that it has the authority to do so.
Further, Omni Solutions has no power or authority to act for or on behalf of,
or to bind NECI in any other manner not expressly specified herein, and agrees
that it will in no event exceed the authority granted to it herein, hereby
agreeing that it will refer all doubtful issues to NECI for instructions and
guidance.  In no event will Omni Solutions
provide any Product information to Prospective Customers that varies from, is
contradictory with, or is in excess of the information provided by NECI, nor
will Omni Solutions make any statement, offer, claim or commitment that has not
been authorized by NECI.


 


(f)                                    The
parties acknowledge that it is illegal for either NECI or Omni Solutions to
refuse to deal with or sell Products to any person because of unlawful
discriminatory reasons. Each party represents to the other that it will act in
accordance with all applicable anti-discrimination laws; and each party agrees
to indemnify and defend the other against all loss, cost or liability,
including reasonable attorneys’ fees and all other litigation or defense costs,
resulting from such party’s own breach.


 


(g)                                 Subject
to Section 2(g), NECI shall have the right in all circumstances to reject
any and all Purchase Orders and other orders for Products or requests for Lab
Deployments, regardless of the price and terms offered and regardless of the
efforts of Omni Solutions and other representatives for any reason whatsoever,
and in all such circumstances, no fee or other compensation shall be due Omni
Solutions.


 


Section 3.                                          Protective
Provisions.


 


(a)                                  During
the Term of this Agreement, Omni Solutions will not, directly or indirectly
sell or solicit orders for the sale of or otherwise deal in products, which are
competitive with the Products.


 


(b)                                 Omni
Solutions will protect confidential information received from NECI and
identified by NECI as confidential to the same extent it protects its own
confidential information. Omni Solutions shall not disclose or divulge any
proprietary information of NECI to any third person, except as required by a
judicial or governmental order. Information in the public domain or prepared by
NECI (or by Omni Solutions with the prior approval of NECI) for purpose of
distribution to customers shall be deemed not to be confidential. Upon
termination or expiration of this Agreement, Omni Solutions shall surrender to
NECI all confidential information and all


 


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originals and all copies
of any plans, specifications, brochures, reports, memoranda, or other documents
and materials relating to the Products, in Omni Solution’s possession. Omni Solutions
shall not thereafter detail, deliver or otherwise disclose any such information
to any third person.


 


(c)                                  Omni
Solutions acknowledges that NECI is the owner of all Trademarks, together with
any new or revised names, designs, logos, or marks which NECI may adopt to
identify it or any Product during the Term and Omni Solutions agrees not to
adopt or use any of the Trademarks in any manner whatsoever except as expressly
provided in this Agreement.


 


(d)                                 NECI
hereby grants Omni Solutions a license during the Term to use the Trademarks
solely in connection with the marketing of the Products and in accordance with
NECI’s specifications as to style, color and typeface. Upon expiration or
termination of this Agreement, Omni Solutions will take all action necessary to
transfer and assign to NECI, or its nominee, any right, title or interest in or
to any of the Trademarks, or the goodwill related thereto, which Omni Solutions
may have acquired in any manner as a result of the marketing of Products under
this Agreement and Omni Solutions shall cease to use any Trademark. Omni
Solutions hereby agrees to notify NECI immediately if Omni Solutions becomes
aware of any infringement or potential infringement of any Trademark.


 


(e)                                  Omni
Solutions agrees not to apply for registration of any Trademarks with any
governmental or other authority anywhere or for any mark confusingly similar
thereto.


 


Section 4.                                          Compensation
of Omni Solutions


 


(a)          Beginning with the
Effective Date and continuing on the first day of each month following the
Effective Date and until this agreement is cancelled, NECI shall pay Omni
Solutions the amount of $5,000 through December 2004.


 


(b)         In respect of each
Distribution Agreement, Joint Solution Selling Agreements, Lab Trial/LOI or
equivalent stating Prospective Customer intent to evaluate NECI products, NECI
shall pay Omni Solutions a fee of $10,000 cash.


 


(c)          In respect of each sale
of Product, that Omni Solutions is solely responsible for, NECI shall pay a
commission to Omni Solutions equal to Fifteen Percent (15%) of the invoiced
price to the customer.. Omni Solutions will receive 5% of the sales price
invoiced from NECI for sales secured through such third party’s as Distributors
and Joint Solution Selling Partners .


 


(d)         The commissions described
in Section 4(c) shall be paid by NECI to Omni Solutions within thirty (30)
calendar days of the receipt of the Price from the customer.  Distribution Agreements, Lab Trails/Letters
of intent, or equivalent, for evaluation as described in Section 4 (b) will
be paid within thirty (30) days of receipt of letter or shipment of lab trial.


 


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(e)          DataMEG shall issue to
Rex Hester, at his option a maximum of Twelve Million  (12,000,000) unregistered shares with a defined value of 10
thousand dollars per million shares of the common stock of DataMEG for the
milestone events subsequently defined or Cash payments of 10 thousand dollars
per million shares defined for each milestone or stock options with the stock exercise
price set at 10 thousand dollars per million shares defined for each milestone
event.  All stock payments identified
are payable via unregistered shares. 
Any stock that may be assigned to Mr. Rex Hester, President of Omni
Solutions resulting from this agreement will be registered within 120 days of
the milestone event. Failure to meet this will result in a 5% penalty, payable
in stock, per month assessed and payable monthly thereafter until the shares
are registered.  All cash transaction as
identified for successful completion of a milestone are to be paid within 30
days from the occurrence of the event. The penalty for non-payment of a cash
transaction resulting from this agreement will be $100.00 per day until paid in
full.


 


(f)                                    In
respect of Cortex Networks Corp., DataMEG shall issue Ten Thousand Dollars
($10,000) and Two Million (2,000,000) unregistered shares of the common stock
of DataMEG within Fifteen (15) calendar days of the completion of the
following;  (1) the receipt of a Letter
of Intent effectively unchanged from the NECI draft already produced and sent
to Cortex, (2) the signing of a Distribution Agreement, and (3) the first
customer meeting resulting from the Distribution Agreement and (4)  the issuance of a joint Press Release, which
Cortex must agree to, between Cortex Networks and NECI immediately following
one or more of the described events and an additional Two Million (2,000,000)
shares  of  unregistered shares of common stock of DataMEG within Fifteen
(15) calendar days of (1) an agreement to deliver a Lab trial to Cortex for
evaluation and (2) the issuance of an agreed to joint Press Release between
NECI and Cortex Networks immediately following 
the described events.


 


(g)                                 In
respect of Tekno Telecom, a Joint Solution Selling Partner, DataMEG shall issue
Omni Solutions Ten Thousand Dollars ($10,000) and Two Million (2,000,000)
unregistered shares of the common stock of DataMEG within Fifteen (15) calendar
days of the completion of (1) a Joint Sales Agreement and (2) the first joint
customer meeting resulting from the Joint Selling Agreement, all of which are
to be completed within One Hundred and Twenty (120) calendar days of the
Effective Date of this Agreement.


 


(h)                                 DataMEG
shall issue Omni Solutions Three Million (3,000,000) unregistered shares of the
common stock of DataMEG within Fifteen (15) calendar days of a Lab Deployment
with each of Time Warner Cable, Sprint, Comcast, MCI, Verizon, AT&T, SBC,
Bell South, Qwest, Telus or any customer considered as a “major” customer, within
8 months of the Effective Date of this Agreement.  If


 


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unavailability of
features needed for the trial forces the delivery past the 8 month time frame
then the commission paid Omni Solutions will remain as stated in this
section.  “Major” customers are defined
here as having more than 200 million dollars in annual revenue.  Note large companies such as these can have
multiple and independent operating entities (e.g. Time Warner Cable – Raleigh
and Time Warner Cable – Kansas City or Sprint – Long Distance and Sprint –
Local, etc).  Each such entity will be
counted as an independent Lab Deployment event.  These trials may be either joint solution trials with a third
party or standalone NECI trials.


 


(i)                                     In
respect of other Lab Deployments, DataMEG shall issue Omni Solutions for the
each Lab Deployment within fifteen (15) calendar days of the date of the
subject Lab Deployment One Million (1,000,000) unregistered shares of the
common stock of DataMEG for each Lab Deployment for major customers after 8
months from the effective date of this agreement and for all other customers
with less that 200 million dollars in revenue per year.


 


(j)                                     It
is Omni Solutions intention to get NECI products integrated with Joint Solution
Selling partner.  This agreement includes all sales where the
equipment is sold through this partnership or by Omni
Solutions.  Payment is as defined in Section 4 b and c.


 


(k)                                  When NECI
signs a Joint Solution Selling agreement, Omni Solutions will receive One
Million (1,000,000) unregistered shares of the common stock of DataMeG per each
signed partnership agreement within fifteen (15)days of any agreement
being signed.  It shall be NECI’s decision
whether to enter into such agreement and these shares will be counted against
the Twelve Million shares “cap” and will not be issued in the event that NECI
decides not to enter into any proposed agreement.


 


(l)                                     With
respect to obtaining a Distributorship Agreement, Omni Solutions will receive
One Million (1,000,000) unregistered shares of the common stock of DataMEG
within fifteen (15) days of signing such agreement for each such
agreement.   It shall be NECI’s decision
whether to entertain such agreement and these shares will be counted against
the Twelve Million share “cap” and will not be issued in the event that NECI
decides not to enter into any proposed agreement.


 


Section 5.                                          Travel
Expenses.


 


Omni Solutions shall
charge NECI and NECI shall reimburse Omni Solutions for all Travel Expenses
pre-approved by NECI. NECI shall pay the Expenses to Omni Solutions within
thirty (30) calendar days of the receipt of an invoice from Omni Solutions. Any
such invoice shall provide details of the amounts of the Travel Expenses, the
names of the persons who incurred the Travel Expenses, and shall include copies
of receipts for Travel Expenses whenever the provider of the goods or services
gave such receipts.


 


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Section 6.                                          Term.


 


(a)                                  The
term (“Term”) of this Agreement shall commence as of the Effective Date and
shall continue until terminated in accordance with Section 6(b).


 


(b)                                 This
Agreement may be terminated in the event of any of the following:


 


(i)                                     The
mutual agreement of the parties to terminate this Agreement;


 


(ii)                                  By
any party on thirty  (30) calendar day’s
written notice to the other parties indicating the first party’s desire to
terminate this Agreement;


 


(iii)                               By
any party immediately upon the appointment of a receiver or trustee for the
business or affairs of another party; or


 


(iv)                              By
either party immediately upon the bankruptcy, insolvency, or dissolution of
another party.


 


(c)                                  NECI’s
obligations to make payments or issue stock to Omni Solutions pursuant to
Section 4 and to reimburse Travel Expenses pursuant to Section 5
accrued prior to the termination of the Agreement, but remaining unpaid as of
the termination of the Agreement, shall not be affected in the event that this
Agreement terminates, but shall be a continuing obligation that shall survive
the termination of this Agreement.  NECI
is obligated to pay Omni Solutions as defined in this agreement, for any
customer purchase orders or lab trails for a period of two years from date of
the termination of this agreement for which Omni Solutions, its agreed  third party solution provider or its agreed
to Distributors are responsible for the transaction.


 


(d)                                 The
provisions of Sections 3(b) to 3(e) 4k and 7 shall survive the termination of
the Agreement


 


Section 7.                                          Miscellaneous
Terms.


 


(a)                                  All
parties hereby represent that they are duly incorporated in their respective
jurisdictions; are in corporate good standing; maintain liability insurance
adequate and proper for the line of business in which each is engaged, and are
duly authorized to enter into this Agreement.


 


(b)                                 Captions
used as section headings herein have been used for the convenience of the
parties, but may not be used to vary the meaning of the text.


 


(c)                                  This
Agreement:


 


(i)                                     Constitutes
the entire agreement between the parties with respect to the subject matter
hereof and supersedes any and all prior agreements and understandings


 


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between the parties with
regard thereto, there being no restrictions, agreements, arrangements, oral or
written, between the parties relating to the subject matter hereof which are
not fully expressed or contained herein, and the parties acknowledge that no
representation, warranty, or factual assertion, promise, inducement, or
statement of intention has been made by a party that is not embodied in this
Agreement;


 


(ii)                                  May
not be amended or modified other than by a written instrument signed by or on
behalf of all parties by persons duly authorized to do so, the parties hereby
agreeing that any purported oral amendment, modification or termination shall
be void;


 


(iii)                               May
not be assigned by either party without the prior written consent in each such
instance of the other party;


 


(iv)                              Shall
bind and inure to the benefit of the parties and their permitted assigns; and


 


(v)                                 May
be executed in two or more counterparts as an instrument under seal to become
effective when executed by all parties.


 


(d)                                 Any
notice or other communication under this Agreement shall be in writing and
shall be considered given (i) when delivered personally, (ii) when delivered by
registered or certified U.S. mail, return receipt requested, (iii) when
delivered by any private overnight express mail service providing confirmation
of delivery, or (iv) when delivered by facsimile transmission with receipt
electronically acknowledged, to the parties at their addresses set forth in the
preamble to this Agreement (or at such other address or telephone numbers as a
party may specify by like notice to the other).


 


In the case of delivery
made by registered or certified U.S. mail or by private overnight express mail
service, the notices shall be deemed received, served, or delivered on the
earlier of (i) the date received or (ii) the date indicated on the return
receipt that notice was delivered, refused or was not deliverable. In the case
of facsimile transmission, notices shall be deemed received, served, or
delivered on the date when electronically acknowledged as received if such
acknowledgment is time stamped prior to 5:00 P.M., otherwise, on the next business
day.


 


(e)                                  No
party shall be held responsible for damages due to delay which is the result of
a contingency beyond the reasonable control of such arty, including but not
limited to acts of God, pestilence, strikes, embargoes, lockouts, boycotts,
civil disturbance and disobedience, riots, war, revolution, acts of terrorism,
acts of government, world shortage of qualified materials, accidents, fires,
floods, or extreme weather. Upon the occurrence of such an event, the duties
and obligations of the Parties shall be suspended for the duration of the event
preventing proper performance under this Agreement.


 


(f)                                    This
Agreement shall be governed by the laws of the Commonwealth of Massachusetts.
Any dispute arising hereunder shall be heard only by a court in Boston,
Massachusetts.


 


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EXECUTED as of the
Effective Date.


 


	
  NORTH ELECTRIC COMPANY,
  INC.

  	
  OMNI SOLUTIONS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Dan Ference

  	
   

  	
  Name: Rex R Hester

  
	
  President

  	
   

  	
  President

  
	
  Hereunto Duly Authorized

  	
   

  	
  Hereunto Duly
  Authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATAMEG CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Andrew Benson

  	
   

  	
   

  
	
  President

  	
   

  	
   

  
	
  Hereunto Duly
  Authorized

  	
   

  	
   

  



 


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