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Agreement with
International Corporate Development, Inc.
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CONSULTING AGREEMENT
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AGREEMENT, made as of this 7th day of July, 1997, by and between HEALTH
PROFESSIONALS, INC., a Delaware corporation having its principal place of
business at 0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx 0, Xxxx Xxxxxxxxxx, Xxxxxxx
00000 (hereinafter "HPI") and INTERNATIONAL CORPORATE DEVELOPMENT, INC., 000
Xxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000 (hereinafter "ICD").
W I T N E S S E T H:
WHEREAS, ICD possesses significant business and financial contacts
throughout the National and International Financial Community; and
WHEREAS, HPI is desirous of utilizing ICD's extensive network of contacts
for the purpose of expanding its own business as more fully set forth herein;
and
WHEREAS, ICD is willing to provide such services and to be compensated
therefor by receipt of shares of HPI common stock in lieu of cash compensation;
and
WHEREAS, HPI is desirous of entering into such an arrangement.
WHEREAS, ICD has expertise in the financial and management type services
HPI requires and has engaged the services of Xxxxxx X. Xxxxxxxx ("Consultant")
who has significant experience and expertise in business and financial
management and consulting, particularly as such relates to
financially-distressed companies and so-called "management turn-around"
situations.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto hereby agree as follows.
1. SERVICES TO BE RENDERED.
(a) During the term of this Agreement, ICD shall render the
following services to HPI: (i) implementation of short term and long term
business and financial planning in order to fully develop HPI's assets,
resources and services; (ii) implementation of a marketing program to assist HPI
in broadening the worldwide markets for its business and services and to promote
its image worldwide; (iii) assist HPI in monitoring the services rendered by its
outside consultants and contractors; (iv) advise HPI relative to the continued
development of a stockholder relations program; (v) advise and assist HPI in
identifying, evaluating and structuring business combinations. Such services
shall be rendered by Consultant in so many hours a week as ICD, in its
sole and absolute discretion, shall see fit, however, ICD shall provide a
minimum of 80 hours per month. All work to be performed and services to be
rendered hereunder shall be in consultation with HPI management. HPI agrees to
make all its senior management, as well as members of its Board of Directors,
available to ICD at all reasonable times during normal business hours during the
term of this Agreement.
(b) The services to be rendered hereunder shall be performed by
ICD and Consultant, and such services may not be subcontracted or otherwise
performed by third parties on behalf of ICD without the prior written permission
of HPI.
(c) The services to be rendered by ICD and Consultant to HPI
may be rendered by ICD at any location of its choosing including, without
limitation, at ICD's offices in Aspen, Colorado.
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(d) Nothing contained in this Agreement shall in any way be deemed
as preventing or restricting ICD from in any way performing any other business
services for other individuals or entities or for their own account.
2. COMPENSATION.
(a) As compensation for the full and complete rendition of the
services to be rendered hereunder, HPI shall pay ICD a fee of (i) 300,000 shares
(the "Shares") of its common stock payable upon the signing of this Agreement;
(ii) $165,000 worth of free trading common stock of HPI based on the current
market price of HPI's Common Stock at the end of the 45th day from the date of
this Agreement, or, in the event the stock price is less than $1.00 at the end
of the 45th day, then ICD shall receive 165,000 shares of HPI Common Stock; and
(iii) $165,000 worth of free trading stock based on the current market price of
HPI's Common Stock at the end of the 90th day from the date of this Agreement,
or, in the event the stock price is less than $1.50 at the end of the 90th day,
then ICD shall receive 110,000 shares of HPI Common Stock.
(b) HPI agrees that it will file or cause to be filed with the
Securities and Exchange Commission and the American Stock Exchange, a
Registration Statement or Form S-8 (or similar form), which Registration
Statement shall cover the sale or other disposition by ICD of the Shares and
further that HPI shall use its best efforts to obtain the effectiveness of such
Registration Statement as soon as practicable.
3. TERM OF AGREEMENT. This Agreement shall be for a period of five (5)
months from the date hereof unless terminated sooner as provided herein. In the
event that ICD terminates this agreement before the expiration of the five (5)
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month term, then ICD shall be obligated to return to HPI an amount of shares
received equal to the remaining months of the contract over 5 multiplied by the
number of shares received pursuant to Section 2 above or its equivalent in cash.
4. ICD'S AND ICD'S REPRESENTATION AND WARRANTY. ICD represents and
warrants to HPI that it has the authority to enter into this Agreement and to
perform all obligations hereunder.
5. REPRESENTATIONS AND WARRANTIES.
(a) HPI hereby represents and warrants to ICD and its permitted
assigns as follows:
(i) NO CONSENTS. No permit, consent, approval,
authorization, order of, or filing with, any court or governmental authority is
required in connection with the execution and delivery by HPI of this Agreement
or to consummate the transactions contemplated hereby, except for the filing of
the Registration Statement as provided in subsection 2(b).
(ii) AUTHORIZATION OF AGREEMENT, ETC. HPI has full right,
power and authority to execute and deliver this Agreement and any document,
certificate or instrument required hereunder and any agreement to be executed
(collectively, the "Documents") and to perform all of its obligations hereunder
and thereunder or contemplated hereby or thereby. The Documents have been, or
will be, duly executed and delivered by HPI and the execution, delivery and
performance by HPI of the Documents has been duly authorized by all requisite
corporate action by HPI; and each constitutes, or will constitute, the legal,
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valid and binding obligation of HPI enforceable in accordance with their
respective terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, usury or other similar laws affecting the
enforcement of creditors' rights generally.
(iii) AUTHORIZATION. The (A) authorization, execution,
delivery and performance of the Documents; (B) authorization, issuance, sale and
delivery of the Shares will not (i) violate any provision of law or statute or
any order of any court or other governmental agency; or (ii) conflict with or
result in any breach of any of the terms, conditions or provisions of, or
constitute (with due notice or lapse of time or both) a default under, or result
in the creation of any lien, security interest, charge or encumbrance upon any
of the properties or assets of HPI under its charter, the By-laws of HPI or any
indenture, mortgage, lease agreement or other agreement or instrument to which
HPI is a party or by which it or any of its property is bound.
(iv) ISSUANCE OF SECURITIES, ETC. HPI has all requisite
corporate power and authority to issue, sell and deliver the Shares and such
issuance, sale and delivery has been duly authorized by all requisite corporate
action of HPI and when so issued, sold and delivered (i) the Shares will be duly
and validly issued and outstanding, fully paid and nonassessable with no
personal liability attaching to the ownership thereof and will be free and clear
of all liens, charges, claims, encumbrances, restrictions or preemptive or any
other similar rights imposed by or through HPI and HPI shall have paid all
taxes, if any, in respect of the issuance thereof; and (ii) none of the Shares
will be subject to preemptive or any other similar rights of the shareholders of
HPI or others. The offer and sale of the Shares is exempt from the registration
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requirements of the Securities Act and the rules and regulations promulgated
thereunder and the Shares will be issued in compliance with all applicable
Federal and state securities laws.
(b) ICD hereby represents and warrants to HPI that it is acquiring
the Shares for their own account for investment purposes and without a view to
the resale or distribution thereof.
6. INDEMNITY OBLIGATIONS.
(a) HPI agrees to indemnify and hold harmless ICD, as follows:
(i) against any and all losses, liabilities, claims, damages
and reasonable expenses whatsoever arising out of any untrue statement or
alleged untrue statement of a fact set forth in the Registration Statement or
the omission or alleged omission therefrom of a fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading unless such statement or omission was made in reliance on
and in conformity with written information furnished to HPI by the ICD expressly
for inclusion in the Registration Statement;
(ii) against any and all losses, liabilities, claims, damages
and expenses whatsoever to the extent of the aggregate amount paid in settlement
of any litigation, commenced or threatened, or any claim whatsoever based upon
(A) any such untrue statement or omission or any such alleged untrue statement
or omission unless such statement or omission was made in reliance on and in
conformity with written information furnished to HPI by ICD expressly for
inclusion in the Registration Statement or (B) the rendition by ICD of any of
its services pursuant to this Agreement, except for any gross negligence,
malfeasance, act of bad faith or breach of trust by ICD or for its failure to
adhere to the terms and conditions of this Agreement; and
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(iii) against any and all expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under clause (i) or (ii) above unless such
statement or omission was made in reliance on and in conformity with written
information furnished to HPI by ICD expressly for inclusion in the Registration
Statement.
(b) HPI agrees to indemnify and hold harmless ICD, to the same
extent as the foregoing indemnity, against any and all losses, liabilities,
claims, damages and reasonable expenses whatsoever directly arising out of the
exercise by any person of any right under the Securities Act, the Exchange Act
on account of violations of the representations, warranties or agreements set
forth in Section 5 hereof.
(c) ICD agrees to indemnify and hold harmless HPI, its officers,
directors, employees, agents and counsel and each other person, if any, who
controls HPI, to the same extent as the foregoing indemnity from HPI to ICD in
Sections 6(a) and 6(b) hereof, but only with respect to (i) statements or
omissions, if any, made in the Registration Statement in reliance upon and in
conformity with written information furnished to HPI by ICD expressly for
inclusion in the Registration Statement; and (ii) any action which is the result
of the gross negligence, malfeasance, act of bad faith or breach of trust by ICD
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or for ICD's failure to adhere to the terms of this Agreement. If any action
shall be brought against HPI or any other person so indemnified based on the
Registration Statement and in respect of which indemnity may be sought against
ICD pursuant to this Section 6(c), ICD shall have the rights and duties given to
an indemnifying party under Section 6(d) hereof and HPI and each other person so
indemnified shall have the rights and duties given to indemnified parties
pursuant to Section 6(a) hereof. The foregoing agreement to indemnify shall be
in addition to any liability ICD may otherwise have including liabilities
arising under this Agreement.
(d) If any action is brought against either HPI or ICD (each, an
"Indemnified Party" and collectively, "Indemnified Parties"), in respect of
which indemnity may be sought against the other pursuant to Sections 6(a) - 6(c)
above, each such Indemnified Party shall promptly notify the other (the
"Indemnifying Party") in writing of the institution of such action (but the
failure to so notify shall not relieve the Indemnifying Party from any liability
it may have under this Section 6 unless such failure results in the imposition
of a default judgment which cannot be reopened) and the Indemnifying Party shall
promptly assume the defense of such action, including the retention of counsel
(reasonably satisfactory to each such Indemnified Party) and payment of
expenses. Each such Indemnified Party shall have the right to employ its own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of each such Indemnified Party unless the employment of such counsel
shall have been authorized in writing by the Indemnifying Party in connection
with the defense of such action or the Indemnifying Party shall have not have
promptly employed counsel reasonably satisfactory to each such Indemnified Party
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to have charge of the defense of such action or each such Indemnified Party
shall have reasonably concluded that there may be one or more legal defenses
available to it or them or to other Indemnified Parties which are different from
or additional to those available to one or more of the Indemnifying Parties and
it would be inappropriate for the same counsel to represent both parties due to
actual or potential differing interests between them, in any of which events
such fees and expenses shall be borne by the Indemnifying Party and the
Indemnifying Party shall not have the right to direct the defense of such action
on behalf of each Indemnified Party. Anything in this Section 6(d) to the
contrary notwithstanding, the Indemnifying Party shall not be liable for any
settlement of any such claim or action effected without its written consent,
which consent shall not be unreasonably withheld. HPI agrees to promptly notify
ICD of the commencement of any litigation or proceedings against HPI or any of
its officers or directors in connection with the Registration Statement.
7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that
ICD is being engaged as a self-employed independent contractor and not as an
employee or agent of HPI. HPI will not withhold or pay any taxes relating to any
of ICD's activities hereunder, nor will HPI provide worker's compensation,
disability, health or any other insurance coverage.
8. GENERAL.
(a) This Agreement constitutes the entire agreement between the
parties relating to the subject matter hereof, and supersedes all prior
understandings, agreements, and documentation relating to the subject matter
hereof. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto.
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(b) The expiration of the term of this Agreement notwithstanding,
provisions which are intended to survive and continue such expiration
(including, without limitation, Section 6 hereof) shall so survive and continue.
(c) All notices which may be given under the provisions of this
Agreement or otherwise shall be conclusively deemed to have been given if
delivered personally or sent by certified mail, return receipt requested, with
postage prepaid, to each of the parties hereto at the respective addresses set
forth above, or to such other address or addresses as either party may
hereinafter designate in writing as his or its address for this purpose in the
manner herein provided for giving notices. The date of giving of such notice
shall be conclusively deemed to be the date of receipt, if delivered personally,
or the date of postmark, if mailed.
(d) No term or provision hereof shall be deemed waived and no
breach excused unless such waiver or consent shall be in writing and signed by
the party claimed to have waived or consented.
(e) The rights and obligations of the parties hereunder may not be
assigned by any such party without the prior written consent of the other. This
Agreement shall inure to the benefit of and be binding upon the successors (by
operation of law) and the permitted assigns of the parties hereto.
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(f) Whenever the sense of this Agreement so requires, the
masculine gender shall be deemed to include the feminine and/or neuter gender,
and the plural, the singular and vice versa.
(g) The titles set forth in this Agreement are for convenience of
reference only and shall not be considered as part of this Agreement in any
respect nor shall they in any way affect the substance of any provision
contained in this Agreement.
(h) This Agreement, its performance and the rights, obligations
and remedies of the parties hereto, shall be construed and governed by the laws
of the State of Florida without regard to its principles of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the year and date first above written.
HEALTH PROFESSIONALS, INC.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, CEO
INTERNATIONAL CORPORATE
DEVELOPMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, President
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