EXHIBIT 10.2
AGREEMENT
THIS AGREEMENT (the "Agreement") dated September 1, 2002 is made by and between
Medical Technology and Innovations, Inc., a Florida corporation ("the Company"),
and Xxxxxx Xxxxxxxx, an individual resident of Florida ("Attorney").
WHEREAS, Attorney has previously provided legal services to the Company;
and
WHEREAS, it is anticipated that Attorney will continue to provide legal
services to the Company through September 30, 2002, and Attorney has agreed to
make herself available as is reasonably necessary to provide such future
services; and
WHEREAS, the legal services covered by this Agreement that have been
provided and that are to be provided in the future by Attorney, including making
herself available as is reasonably necessary to provide such services in the
future, are hereinafter referred to as the "Services"; and
WHEREAS, as partial consideration for the Services, the Company has agreed
to issue shares of its common stock to Attorney as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties hereto,
intending to be legally bound, agree as follows:
1. CONSIDERATION. As partial consideration for the Services of Attorney,
the Company hereby agrees to forthwith issue to Attorney a non-refundable flat
fee of 100,000 shares of the common stock of the Company (the "Shares").
2. REGISTRATION RIGHTS. The Company agrees that promptly following
execution of this Agreement, it will prepare and file with the United States
Securities and Exchange Commission, a registration statement on Form S-8
covering the Shares.
3. ACKNOWLEDGEMENT. The parties hereby confirm and acknowledge that the
Services (a) consist and will consist of bona fide services rendered and to be
rendered to the Company, (b) are not and will not be in connection with the
offer or sale of securities in capital raising transactions, and (c) do not and
will not promote or maintain a market for the securities of the Company.
4. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
5. FURTHER ASSURANCES. From and after the date of this Agreement, upon the
request of a party, each other party shall execute and deliver such instruments,
documents and other writings as may be reasonably necessary or desirable to
confirm and carry out and to effectuate fully the intent and purposes of this
Agreement.
6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Florida without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Florida or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
mentioned above.
ACCEPTED:
Consultant Medical Technology and Innovations, Inc.
By:/s/Xxxxxx Xxxxxxxx By:/s/Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxxx, Attorney Xxxxxx Xxxxxxx, President/Chief Executive Officer
