Exhibit 10.2
[CYBERCARE]
August 15, 2001
Mr. Xxxxxxx Xxxxxx
Business Management Partners, Inc.
000 X. Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
RE: LETTER OF AGREEMENT
Dear Xx. Xxxxxx:
The purpose of this letter (this "Agreement") is to memorialize the terms
and conditions of an agreement by and between Business Management Partners, Inc.
(hereinafter "Consultant") and CyberCare, Inc., a Florida corporation f/k/a
Cyber-Care, Inc. (the "Company"). This Agreement entirely supersedes and
replaces all oral and written agreements between Consultant and either the
Company and CyberCare Technologies, Inc., including that certain Consulting
Agreement between Marketing Partners of Plantation, Inc. (an affiliate of
Consultant) and Cyber-Care, Inc. entered on May 1, 2000, any extensions to that
agreement, the Letter of Agreement between CyberCare Technologies, Inc. and
Business Management Partners, Inc. dated December 28, 2000 (the "Original
Agreements").
Consultant's principals, Xxxxxxx Xxxxxx and Xxx Xxxxxxx acknowledge and
agree that any and all stock options and warrants issued to them pursuant to any
of the Original Agreements, the Letter Agreement between Cyber-Care, Inc. and
Xxxxxxx Xxxxxx and Xxx Xxxxxxx dated April 11, 2001, the Stock Option Agreement
between Cyber-Care, Inc. and Xxxxxxx Xxxxxx dated April 6, 2001 and the Stock
Option Agreement between Cyber-Care, Inc. and Xxxxxxx Xxxxxx dated April 6, 2001
shall automatically and irrevocably expire, terminate and forever be
extinguished upon the execution of this Agreement and the Warrant (defined
below).
The Company agrees to hire and retain Consultant as its nonexclusive agent
to assist the Company in identifying and entering into a business relationship
with a preferred marketing partner that will become a licensee, partner,
affiliate, associate or joint venture partner of the Company, or Company's
affiliate in the European market (the "EC Business Affiliate") for the CyberCare
System ("The CyberCare System(TM)"), a patented technology for the remote
monitoring of individuals for medical and related purposes which includes the
Company's Electronic Housecall(R) products ("EHC(TM)") and features several
EHC(TM) Models of multifunctional units ("Patient Units") and caregiver access
terminals linked through a virtual private network (the "CyberCare 24
Network(TM)") and other hardware, software and systems,
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Mr. Xxxxxxx Xxxxxx
August 15, 2001
Page 2
intended to be implemented in connection with The CyberCare System(TM) as the
same may exist from time to time, and Consultant agrees to accept such
appointment and to perform or cause to be performed the services set forth below
all upon the terms and conditions herein set forth.
The Consultant shall be responsible for presenting qualified potential EC
Business Affiliates to the Company for evaluation. If the Company shall elect to
pursue a license relationship with a potential EC Business Affiliate, Consultant
shall assist the Company as reasonably requested in consummating such
relationship.
The Consultant shall also; (i) promote the Company, its business (and any
of its affiliates' businesses), (ii) assist the Company to execute its European
business plan, (iii) identify financing opportunities in Europe and assist the
Company to obtain European financing, (iv) identify opportunities for the
Company to form business alliances and joint ventures, and (v) advise and assist
the Company in forming such business alliances.
Consultant shall be entitled to receive a monthly fee of $40,000 ("Monthly
Fee"). The Monthly Fee shall be payable as follows:
a. Commencing on April 1, 2001, Thirty Thousand Dollars ($30,000) of
the monthly fee ("Cash Payment") shall be payable on the 1st day of
each month, and Ten Thousand Dollars ($10,000) of the monthly fee
("Deferred Payment") shall be deferred and shall be payable on
earlier of (i) September 30, 2001, or (ii) such time as: (x) the
Consultant is able to obtain financing reasonably acceptable to
Company, (y) there is a reasonable likelihood that financing
acceptable to the Company with be imminently available, or (z) in
the event that the company's European business plan has been
successfully implemented to Company's satisfaction ("Financing
Completion").
b. Commencing October 1, 2001, the entire Monthly Fee shall be payable
on the first day of each month.
If for any reason the aforementioned license relationship or joint venture
arrangement contemplated herein does not materialize, or is not consummated,
Consultant shall not be required to reimburse the Company for any Cash Payments
received.
Consultant shall be entitled to receive a commission equal to 3% of all
capital raised for Company or CyberCare, Inc. which were raised during the term
of this Agreement for the purpose of utilization by CyberCare, Inc. for an
European business initiative.
In addition, upon execution of this Agreement, Consultant shall receive
warrants to purchase 200,000 shares of common stock of CyberCare, Inc., a
Florida corporation, at an
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Mr. Xxxxxxx Xxxxxx
August 15, 2001
Page 3
exercise price of $1.00 per share and exercisable in
accordance with a Warrant Agreement of even date herewith (the "Warrants").
Company will use its reasonable best efforts to obtain a letter from counsel
clearing the sale of the underlying shares under Rule 144 of the Securities Act
of 1933, effective January 1, 2002.
It is further agreed that Consultant shall be entitled to receive
reimbursement from the Company for all reasonable and necessary expenses
incurred by Consultant which are directly related to and in furtherance of the
performance of services required pursuant to this Agreement; provided that all
such expenses must be approved in advance and shall be subject to Consultant
providing adequate documentation of such incurred expenses.
The parties hereto agree that the Company shall use its best efforts to
ensure that Consultant participates in the senior management of the joint
venture contemplated in this Agreement.
The Company and Consultant may also agree to additional business
development tasks in the future, with compensation to be based on mutual
agreement.
The initial term of this Agreement shall commence on June 1, 2001
("Effective Date") and shall end on October 31, 2003 ("Initial Term"). This
Agreement may be terminated at any time by (a) either party if the other party
(the "Defaulting Party") breaches the material terms of this Agreement and fails
to cure such breach within thirty (30) days of written notice thereof and
request for cure by the non-defaulting party, or (b) the Company, upon a
material breach by Consultant of the Confidentiality Agreement between the
parties. Notwithstanding the foregoing, Company may terminate this Agreement at
any time after October 31, 2001, if CyberCare's European initiative has been
terminated. If the initiative has been limited to only two subsidiaries or less
subsequent to October 31, 2001, then the parties will mutually agree to a
reduced Monthly Fee. This Agreement may be terminated upon the mutual agreement
of the parties in the event that the parties enter into a long term management
services agreement. This Agreement may be renewed upon the mutual agreement of
the parties. The provisions of this Agreement regarding the payment of
commission shall survive the termination of this Agreement, other than as a
result of a material breach by Consultant of this Agreement or the
Confidentiality Agreement, for a period of twelve months following such
termination.
Consultant represents that it is not a registered broker-dealer and
will not provide any advice with respect to the purchase or sale of securities.
This Agreement shall be governed and construed in accordance with the laws of
the State of Florida, without regard to conflict of law principles. Nothing in
this Agreement is intended nor shall it be construed to create an
employer/employee, agency, partnership or joint venture relationship. This
Agreement constitutes the entire agreement between the parties, written or oral,
with respect to the subject matter hereof, and shall supersede all prior
negotiations, understandings, arrangements and
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Mr. Xxxxxxx Xxxxxx
August 15, 2001
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agreements relating to the subject matter hereof, including the Prior Agreement,
which is deemed to be terminated. This Agreement may not be amended,
supplemented or modified except by an instrument signed by the parties. This
Agreement may not be assigned by the Consultant without the written consent of
the Company, but may be assigned by the Company to any company controlling, in
control with or controlled by the Company, upon written notice to Consultant.
All notices required or permitted hereunder shall be mailed by certified mail,
postage prepaid, return-receipt requested, or hand delivered by reputable
courier or overnight delivery service, to the respective recipient party's
address as set forth in this Agreement, or at such address as otherwise
designated by such party.
If the terms set forth in this Agreement meet with your approval, please
indicate your acceptance by signing a copy of this Agreement and the
Confidentiality Agreement and return one executed copy of each to the
undersigned.
Very truly yours,
CYBERCARE, INC.
By: /s/ XXXXXX X. XXXXXX, XX.
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Xxxxxx X. Xxxxxx, Xx.
Senior Vice President
ACCEPTED AND AGREED
As of this 15th day of August, 2001.
BUSINESS MANAGEMENT PARTNERS, INC.
By: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx, President
/s/ XXXXXXX XXXXXX
---------------------------------
Xxxxxxx Xxxxxx, Individually
/s/ XXX XXXXXXX
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Xxx Xxxxxxx, Individually
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