Exhibit 10.7
AGREEMENT
THIS AGREEMENT is made and entered into this 15th day of August 2001 by and
between ADM Tronics Unlimited, Inc. ("ADM") and Sonotron Medical Systems, Inc.
("SMS"), Vet-Sonotron Systems, Inc. ("VET"), Enviro-Pack Development Corporation
("Enviro"), AA Northvale Medical Associates, Inc. ("AAN"), Precision Assembly
Corporation ("PAC"), Pegasus Laboratories, Inc. ("PL") and Immuno-Therapy
Corporation ("ITC") (SMS, VET, Enviro, AAN, PAC, PL and ITC collectively
referred to herein as "The Subsidiaries").
WITNESSETH
WHEREAS, ADM is the parent corporation to The Subsidiaries and has been
providing numerous services to The Subsidiaries related to administrative,
marketing, sales, manufacturing and other functions since each individuals
subsidiary's inception, and
WHEREAS, in addition to the services ADM has allocated a portion of its real
property facilities to The Subsidiaries for use by The Subsidiaries for the
conduct of each of their respective businesses, and
WHEREAS, The Subsidiaries desire to have ADM continue to provide such services
and allocate a portion of its real property for The Subsidiaries and ADM is
desirous of continuing to provide such services and allocate such portion of its
real property to The Subsidiaries and to memorialize such agreement in a
writing.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration the receipt and sufficiency is hereby
acknowledged, the parties hereto agree as follows:
1. ADM shall provide services to The Subsidiaries under the terms and
conditions hereafter recited. Such services shall include, but not be limited
to, managerial and administrative services; marketing and sales services;
clerical and communication services; maintaining a checking account for the
deposit of funds received and the writing of checks; maintaining accounting
records; and other services in the normal course of business (the "Services").
2. The Subsidiaries shall pay ADM for such Services on a monthly basis
pursuant to an allocation amount to be determined by ADM based upon a portion of
its applicable costs plus any direct invoices from third parties specific to a
particular subsidiary's activities. The schedule of such allocation shall be
adjusted monthly based upon a reasonable estimate of such allocation made by
ADM.
3. With respect to the use of real property, ADM shall determine the
amount of space allocated to each subsidiary on a monthly basis for both office
and non-office space and The Subsidiaries shall reimburse ADM for the lease
costs, real property taxes and related costs for such portion of both office and
non-office space.
4. The Subsidiaries confirm that this Agreement does not infer any other
relationship between ADM and The Subsidiaries and does not obligate ADM to be
responsible for any debts or other liabilities of The Subsidiaries. The
Subsidiaries are separate entities and each is responsible for any liabilities
created.
5. This Agreement shall be construed and enforced in accordance with the
laws of the State of New Jersey and shall not be modified or terminated except
by a written instrument executed by the parties hereto.
6. This Agreement supercedes any previous agreements between the parties
hereto, whether written, oral or by practice.
In confirmation of the foregoing, the parties hereto have executed this
Agreement as of the day and year first above written.
/s/ Andre' XxXxxx
-------------------------------------
ADM Tronics Unlimited, Inc.
/s/ Andre' XxXxxx
-------------------------------------
Sonotron Medical Systems, Inc.
/s/ Andre' XxXxxx
-------------------------------------
Vet-Sonotron Systems, Inc.
/s/ Andre' XxXxxx
-------------------------------------
AA Northvale Medical Associates, Inc.
/s/ Andre' XxXxxx
-------------------------------------
Enviro-Pack Development Corporation
/s/ Andre' XxXxxx
-------------------------------------
Precision Assembly Corporation
/s/ Andre' XxXxxx
-------------------------------------
Pegasus Laboratories, Inc.
/s/ Andre' XxXxxx
-------------------------------------
Immuno-Therapy Corporation
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FIRST AMENDMENT
TO
MANAGEMENT SERVICES AGREEMENT
This FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (this "Amendment"), dated
February 10, 2005, is by and among ADM Tronics Unlimited, Inc., a Delaware
corporation ("ADM"), Sonotron Medical Systems, Inc., a Delaware corporation
("SMS"), Ivivi Technologies, Inc., a New Jersey corporation formerly known as AA
Northvale Medical Associates, Inc.("Ivivi"), and Pegasus Laboratories, Inc., a
New Jersey corporation ("PL"). Capitalized terms used but not otherwise defined
herein shall have the meanings given to such terms in the Management Services
Agreement (as defined below).
WHEREAS, ADM, SMS, Ivivi, PL, Vet-Sonotron Systems, Inc. ("VET"), Enviro-Pack
Development Corporation ("Enviro"), Precision Assembly Corporation ("PAC") and
Immuno-Therapy Corporation ("ITC") entered into a management services agreement
on August 15, 2001 (as amended, supplemented or otherwise modified from time to
time, the "Management Services Agreement");
WHEREAS, in April 2003, the operations of VET, Enviro, PAC and ITC were
transferred from ADM to Ivivi;
WHEREAS, ADM, SMS, Ivivi and PL desire to amend the Management Services
Agreement to, among other things, set forth the procedure by which the monthly
dollar amount payable by each of SMS, Ivivi and PL to ADM for its services
thereunder is determined;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the parties hereto hereby agree as follows:
Section 1. Amendments to Management Services Agreement. As of the date hereof,
the Management Services Agreement is hereby amended as follows:
(a) The introductory sentence of the Management Services Agreement
is hereby amended by deleting the parenthetical "(SMS, VET, Enviro, AAN, PAC, PL
and ITC collectively, referred to herein as "The Subsidiaries")" and replacing
such parenthetical with "(SMS, Ivivi and PL are collectively referred to herein
as the "Subsidiaries")."
(b) Paragraph 2 of the Management Services Agreement is hereby
amended and restated in its entirety as follows:
"2. Each Subsidiary shall pay ADM for such Services on a
monthly basis in an amount to be mutually determined by ADM
and such Subsidiary based upon a portion of ADM's applicable
costs plus any direct invoices from third parties specific to
such Subsidiary's activities for such month."
(c) Paragraph 3 of the Management Services Agreement is hereby
amended and restated in its entirety as follows:
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"3. With respect to the use of real property by each
Subsidiary, ADM and such Subsidiary shall mutually determine
the amount of space allocated to such Subsidiary on a monthly
basis for both office and non-office space and such Subsidiary
shall reimburse ADM for the lease costs, real property taxes
and related costs for such portion of both office and
non-office space."
(c) The phrase "The Subsidiaries," each time it appears in the
preamble and Sections 1, 4 and 5 of the Management Services Agreement is hereby
deleted and replaced with the phrase "the Subsidiaries."
Section 2. Representations and Warranties. Each of the parties to this
Amendment hereby represents and warrants to the other that:
(a) the execution, delivery and performance by it of this Amendment
and the taking by it of all actions contemplated thereby are within its
corporate powers, have been duly authorized by all necessary corporate action
and do not contravene (i) its charter or by-laws or similar organizational
documents, or (ii) any law or any contractual restriction binding on or
affecting any such entity;
(b) no authorization, approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required (other
than those which have been given or made) for the due execution, delivery and
performance by it of this Amendment or for the taking by it of any action
contemplated hereby to be taken by it; and
(c) this Amendment constitutes the legal, valid and binding
obligation of it enforceable against it in accordance with its terms, except as
such enforceability may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to the enforcement of
creditor's rights in general.
Section 3. Miscellaneous.
(a) This Amendment and the rights and obligations of the parties
hereunder shall be governed by, and construed in accordance with, the laws of
the State of New Jersey.
(b) This Amendment may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the
same instrument.
(c) This Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any provision of the Management Services
Agreement. Except as otherwise provided herein, all terms and conditions of the
Management Services Agreement and all rights and obligations thereunder of the
parties thereto shall remain in full force and effect.
(d) This Amendment amends the terms of the Management Services
Agreement and shall be deemed to form a part of, and shall be construed in
connection with and as part of, the Management Services Agreement for any and
all purposes. Any reference to the Management Services Agreement, following the
execution and delivery of this Amendment, shall be deemed a reference to such
Management Services Agreement as hereby amended.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
ADM TRONICS UNLIMITED, INC.
By: /s/ Andre' XxXxxx
------------------------------
Name: Andre' XxXxxx
Title: President
IVIVI TECHNOLOGIES, INC.
By: /s/ Andre' XxXxxx
------------------------------
Name: Andre' XxXxxx
Title: Chairman & CFO
SONOTRON MEDICAL SYSTEMS, INC.
By: /s/ Andre' XxXxxx
------------------------------
Name: Andre' XxXxxx
Title: President
PEGASUS LABORATORIES, INC.
By: /s/ Andre' XxXxxx
------------------------------
Name: Andre' XxXxxx
Title: President
