EXHIBIT 4.b
STOCK COMPENSATION AGREEMENT
THIS AGREEMENT is made as of the 15th day of October, 1996 by
and between CompScript, Inc. (the "Company") and Atlas, Xxxxxxxx,
Trop & Borkson, P.A. ("APT&B").
WHEREAS, the Company is a publicly-held company.
WHEREAS, the Company engaged APT&B and APT&B accepted such engagement,
to provide the company certain legal, strategic planning and business consulting
services (the "Services").
WHEREAS, the Company desires to compensate APT&B for the Services.
NOW, THEREFORE, in consideration of the recitals, promises and
conditions in this Agreement, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. COMPENSATION. As compensation for the Services performed from
January, 1996, the Company shall pay APT&B an aggregate of 20,000 shares of the
Company's common stock (the "Compensation Securities"). In connection therewith,
the Company shall file a registration statement on Form S-8 with the Securities
and Exchange Commission registering the Compensation Securities under the
Securities Act of 1933, as amended.
3. MISCELLANEOUS.
(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
(b) This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective legal representatives,
administrators, successors, subsidiaries and affiliates. This Agreement may not
be assigned by APT&B.
(c) This Agreement shall be governed and construed in accordance
with the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between the
parties. No promises, guarantees, inducements or agreements, oral or written,
express or implied, have been made
other than as contained in this Agreement. This Agreement can only be modified
or changed in writing signed by both parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and date first above written.
COMPSCRIPT, INC.
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx,
Chief Executive Officer
ATLAS, XXXXXXXX, TROP & BORKSON, P.A.
By: /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
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