EXHIBIT 10.1
2002 CONSULTANT SERVICES AGREEMENT
THIS 2002 CONSULTANT SERVICES AGREEMENT (the "Agreement") is made as of the 1st
day of September, 2002 between Medical Technology and Innovations, Inc. a
Florida Corporation (the "Company"), for the Consultant listed below (the
"Consultant").
R E C I T A L S
WHEREAS, the Company wishes to grant, and the Consultant wishes to receive, as
compensation for services provided to the Company, an aggregate of 1,000,000
shares of the common stock of the Company, par value $.001 per share (the
"Common Stock") for performing consulting services until September 1, 2003,
pursuant to the provisions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and
conditions herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties agree
as follows:
1. Grant of Share. The Company hereby grants to the Consultant the following
shares of Common Stock (the "Shares") in the Company.
Name # of Shares Service Type
Xxxxx Xxxxxx 1,000,000 Consulting Services
2. Services. Consultant has been engaged by the Company to perform consulting
services and the Company acknowledges that the services to be rendered hereby
are not in connection with the offer or sale of securities in a capital raising
transaction and do not directly or indirectly promote or maintain a market for
the securities of the Company. Consultant shall perform services until September
1, 2003.
3. Compensation. Consultant's compensation is the Shares identified herein.
4. Registration or Exemption. Notwithstanding anything to the contrary contained
herein, the Shares will be registered on a Form S-8 Registration Statement dated
September 18, 2002 and all subsequent amendments thereto.
5. Delivery of Shares. The Company shall deliver to the Consultant the shares
representing the total number granted under Paragraph 1.
6. Waiver. No waiver is enforceable unless in writing and signed by the waiving
party, and any waiver shall not be construed as a waiver by any other party or
of any other or subsequent breach.
7. Amendments. This Agreement may not be amended unless by the mutual consent of
all the parties hereto in writing.
8. Governing Law. This Agreement shall be governed by the laws of the State of
Florida, and the sole venue for any action arising hereunder shall be Pinellas
County, Florida.
9. Assignment and Binding Effect. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto without
the prior written consent of the other parties hereto, except as otherwise
provided herein. This Agreement shall be binding upon and for the benefit of the
parties hereto and their respective heirs, permitted successors, assigns and/or
delegates.
10. Integration and Captions. This Agreement includes the entire understanding
of the parties hereto with respect to the subject matter hereof. The captions
herein are for convenience and shall not control the interpretation of this
Agreement.
11. Legal Representation. Each party has been represented by independent legal
counsel in connection with this Agreement, or each has had the opportunity to
obtain independent legal counsel and has waived such right, and no tax advice
has been provided to any party.
12. Construction. Each party acknowledges and agrees having had the opportunity
to review, negotiate and approve all of the provisions of this Agreement
13. Cooperation. The parties agree to execute such reasonably necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Agreement as set forth herein above.
14. Fees, Costs and Expenses. Each of the parties hereto acknowledges and agrees
to pay, without reimbursement from the other party(ies), the fees, costs,
expenses incurred by each such party incident to this Agreement.
15. Consents and Authorizations. By the execution herein below, each party
acknowledges and agrees that each such party has the full right, power, legal
capacity and authority to enter into this Agreement, and the same constitutes a
valid and legally binding Agreement of each such party in accordance with the
terms, conditions and other provisions contained herein.
16. Severability. In the event anyone or more of the provisions of this
Agreement shall be deemed unenforceable by any court of competent jurisdiction
for any reason whatsoever, this Agreement shall be construed as if such
unenforceable provision had never been contained herein.
17. Counterparts. This Agreement may be executed in counterparts.
18. Facsimile. This Agreement may be executed by facsimile.
Medical Technology and Innovations, Inc. CONSULTANT
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Xxxxxx Xxxxxxx Xxxxx Xxxxxx
President/Chief Executive Officer
