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th
  
 - AND -
 Service Agreement (General)
 BACKGROUND:
 1.
    
    The Customer carries on a business primarily consisting of commercial roof and
waterproofing.2.
    
    The Customer is of the opinion that the Service Provider has the necessary
qualifications, experience and abilities to provide services to the Customer.3.
    
    The Service Provider is agreeable to providing such services to the Customer, on the
terms and conditions as set out in this Agreement.
 IN CONSIDERATION OF
 Engagement1.
    
    The Customer hereby agrees to engage the Service Provider to provide the Customer with
services consisting of proposal preparation, operations management and other activities, as
defined in attachment A to this document, related to emergency services provided under
contract with FEMA, and such other services as the Customer and the Service Provider may
agree upon from time to time (the Services), and the Service Provider hereby agrees to
provide the Services to the Customer.Term of Agreement2.
    
    The term of this Agreement will begin on the date of this Agreement and will remain in
full force and effect until completion of the Services.Performance3.
    
    Both parties agree to do everything necessary to ensure that the terms of this
Agreement take effect.Compensation4.
    
    For the Services provided by the Service Provider under this Agreement, the Customer
will pay to the Service provider compensation in the following manner. Payment to be made
at the agreed




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upon price per square foot in attachment A of this document. Price per foot subject to
revision based on changes within the contractual relationship with FEMA. If no emergency
services are provided there will be no compensation under the agreement. Compensation will
be payable upon completion of the Services. The Customer is entitled to deduct from the
Service Providers compensation any applicable deductions and remittances as required by
law.Confidentiality5.
    
    The Service Provider acknowledges that a material term of the Agreement with the
Customer is to keep all confidential information belonging to the Customer absolutely
confidential and protect its release to the public. The Service Provider agrees not to
divulge, reveal, report or use, for any purpose, any confidential information which the
Service Provider has obtained or which was disclosed to the Service Provider by the
Customer.6.
    
    The obligation to protect the confidentiality of the Customers confidential
information will survive the termination of this Agreement and will continue for a period
of 2 years form the date of such termination.7.
    
    The Service provider may disclose any of the confidential information:
 a.
    
    to a third party where the Customer has consented in writing to such
disclosures; andb.
    
    to the extent required by law or by the request or requirement of any
judicial, legislative, administrative or other governmental body. However, the
Service Provider will first have given prompt notice to the Customer of any
possible or prospective order (or proceeding pursuant to which any order may
result), and the Customer will have been afforded a reasonable opportunity to
prevent or limit any disclosure.
 Non-Solicitation8.
    
    Any attempt on the part of the Service Provider to induce others to leave the
Customers employ, or any effort by the Service Provider to interfere with the Customers
relationship with its employees or other service providers would be harmful and damaging to
the Customer. The Service Provider agrees that during the term of this Agreement and for a
period of 2 years after the end of the term, the Service Provider will not in any way,
directly or indirectly:
 1.
    
    induce or attempt to induce any employee or other service
provider of the Customer to quit employment or retainer with the Customer;2.
    
    otherwise interfere with or disrupt the Customers relationship
with its employees or other service providers;3.
    
    discuss employment opportunities or provide information about
competitive employment to any of the Customers employees or other service
providers; or4.
    
    solicit, entice, or hire away any employees or other service
provider of the Customer.
 Assignment9.
    
    This Agreement is a personal one, being entered into in reliance upon and in
consideration of the personal skill and qualifications of the Service Provider. The
Service Provider will not voluntarily or by operation of law assign or otherwise transfer
the obligations incurred pursuant to the terms of this Agreement without the prior written
consent of the Customer.Capacity/Independent Contractor10.
    
    It is expressly agreed that the Service Provider is acting as an independent contractor
and not as an employee in providing the Services hereunder. The Service Provider and the
Customer acknowledge that this agreement does not crate a partnership or joint venture
between them.Modification of Agreement




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11.
    
    Any amendment or modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement will only be binding if evidenced in writing
signed by each party or an authorized representative of each party.Time of the Essence12.
    
    Time will be of the essence of this Agreement and of every part hereof. No extension
or variation of this Agreement will operate as a waiver of this provision.Entire Agreement13.
    
    It is agreed that there is no representation, warranty, collateral agreement or
condition affecting this Agreement except as expressed in it.Severability14.
    
    In the event that any of the provisions of this Agreement are held to be invalid or
unenforceable in whole or in part, all other provisions will nevertheless continue to be
valid and enforceable with the invalid or unenforceable parts severed from the remainder of
this Agreement.Currency15.
    
    Unless otherwise provided for, all monetary amounts referred to herein will be paid in
US dollars.Governing Law16.
    
    It is the intention of the parties to this Agreement that this Agreement and the
performance under this Agreement, and all suit and special proceedings under this
Agreement, be construed in accordance with and governed, to the exclusion of the law of any
other forum, by the laws of the State of Oklahoma, without regard to the jurisdiction in
which any action or special proceeding may be instituted.
 IN WITNESS WHEREOF th
 Zenex International, Inc.Per:
    
    /s/ Ron Carte
    
    (SEAL)Oklahoma Development GroupPer:
    
    /s/ David Aduddell
    
    (SEAL)




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ATTACHMENT A
 Advanced Preparation:
 Site Preparation:
 Mobilize Office:
 Materials and Supplies:
 Sub-Contractors:




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ATTACHMENT A
 Administration:
 
 1
 
 1
    
    Confidential information has been omitted and
filed separately with the Securities and Exchange Commission.