CONSULTING AGREEMENT
This Agreement is made and entered into as of the 14th day of July,
1999, by and between Xxxxxxxx Xxxx with office offices at 000 Xxxxx Xxxxxx (the
"Consultant") and Associated Medical Devices, Inc., a corporation organized
under the laws of the State of Nevada with principal offices at 000 Xxxx Xxxx,
Xxxxxxx, Xxxxx. (the Company)
WHEREAS, Consultant has rendered valuable consulting services to the
Company and shall continue to render such services from time to time; and
WHEREAS, the parties hereto desire to memorialize Consultant's
services and compensate Consultants therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. The Company hereby recognizes and agrees that the Consultant has
rendered, and will continue to render consulting advice to the Company
specifically relating to transactions not of a capital raising nature,
consisting of, but not limited to, consulting for mergers and
acquisition, corporate filings and other general services in connection
with the proposed merger with various companies ("Consulting
Services").
2. In consideration for the Consulting Services rendered and to be
rendered by Consultant to the Company, the Company hereby agrees to
issue to Consultant 379,350 post-reverse split shares of common stock
of the Company (the "Shares"). Consultant hereby acknowledges that the
aforementioned Shares are in full payment for the services rendered.
3. The Shares will be registered pursuant to the Securities Act of 1933 on
Form S-8, and, as such, will have no restrictive legend on them or
other restrictions on transfer or resale.
4. Consultant has performed, and will perform the Consulting Services
described herein as an independent contractor and not as an employee of
the Company or affiliates thereof.
5. This Agreement may be terminated by either party upon 30 days written
notice to the other party.
6. This Agreement between the Company and the Consultant constitutes the
entire agreement and understanding of the parties hereto, and
supersedes any and all previous agreements and understandings, whether
oral or written, among the parties with respect to the matters set
forth herein.
7. Any notice or communication permitted or required hereunder shall be in
writing and shall be deemed sufficiently given if hand delivered or
sent (i) postage prepaid by registered mail, return receipt requested,
or (ii) by facsimile, to the respective parties as set forth above, or
to such other address as either party may notify the other in writing.
8. This Agreement shall be binding upon and inure to the benefit of each
of the parties hereby and their respective successors, legal
representatives and assigns.
9. This Agreement may be executed in any number of counterparts, each of
which together shall constitute one and the same original document.
10. No provision of this Agreement may be amended, modified or waived,
except in a writing signed by all of the parties hereto.
11. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York, without giving
effect to conflict of law principles. The parties hereby
agree that any dispute which may arise between them arising
out of or in connection with this Agreement shall be
adjudicated before a court located in New York, and they
hereby submit to the exclusive jurisdiction of the Supreme
Court of the State of New York and the United States District
Court for the Southern District of New york with respect to
any action or legal proceeding commenced by any party, and
irrevocably waive any objections they now or hereafter may
have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court
is an inconvenient forum, relating to or arising out of this
Agreement, and consent to the service of process in any such
action or legal proceeding by means of registered or certified
mail, return receipt requested, in care of the address set
forth above.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
duly executed, as of the day and year first above written.
/s/ Xxxxxxxx Xxxx
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Xxxxxxxx Xxxx
Associated Medical Devices,Inc.
/s/ Xxxxx X. Little
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Xxxxx X. Little, President
