EXHIBIT 4.4
-----------
CONSULTING AGREEMENT
--------------------
This Agreement, entered into as of June 19, 1997, acknowledges and confirms the
terms of our corporate finance agreement (the "Agreement") as follows:
WHEREAS, the Company has executed a letter of intent with PharmaSystems
Cost Containment Corp., a Florida corporation, ("Pharma") whereby the Company
and Pharma intend to engage in a merger of Pharma with and into Euro-Tel, Inc.
as the surviving entity, and in connection therewith, the conversion of the
outstanding common stock of Pharma into shares of common voting stock of
Euro-Tel, Inc., all for the purpose of effecting a tax-free reorganization
pursuant to Sections 354 and 368(a) of the Internal Revenue Code of 1986, as
amended; and
WHEREAS, the Consultant has had discussions and negotiations with the
management of Pharma and these parties have agreed that it is in the best
interest of both Pharma and the Consultant for the Consultant to render unto
Pharma the services described hereinbelow, subject to the successful closing of
the transaction between the Company and Pharma described above.
NOW THEREFORE, the parties hereby agree as follows:
AGREEMENT
---------
1. Euro-Tel, Inc. with its principal place of business located at 0000
X. Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 (the "Company"), its
successors and assigns, hereby engages Financial Future Corp., 000 Xxxxxxx
Xxxxxxxxx Xxxx., Xxxxx 000, Xxxxxx Xxxx, Xxx Xxxx 00000 (the "Consultant") and
Consultant hereby agrees to render services to the Company as its corporate
finance consultant, subject only to the successful consummation of the proposed
transaction between the Company and Pharma described hereinabove. Failure of
such transaction closing this agreement shall be deemed null and void by and
between the parties hereto.
2. During this term of this Agreement:
(a) Consultant shall provide advice to, and consult with the
Company concerning financial planning, corporate organization and structure,
private and public equity and debt financing, and shall review and advise the
Company regarding its overall progress, needs and financial condition. Said
advise and consultation shall be provided by Consultant to the Company in such
form, manner and place as the Company reasonably requests except that Consultant
shall provide such services from its principal places of business during such
hours as may be determined by Consultant.
(b) The services of Consultant are non-exclusive and subject
to paragraph 5 hereof, Consultant may render services of the same or similar
nature, as herein described, to an entity whose business is in competition with
the Company, directly or indirectly.
3. The Company shall pay to Consultant for its consulting services
hereunder options to purchase One Million Five Hundred Thousand (1,500,000)
shares of the Company's no par value common stock at an exercise price of one
cent ($0.01) per share. The Company hereby undertakes to file a registration
statement on Form S-8 with the Securities and Exchange Commission in connection
with these options and their underlying shares.
4. The terms of the Agreement shall be for two (2) years commencing on
the Closing (the "Term").
5. Consultant will not disclose to any other person, firm, or
corporation, nor use of its own benefits, during or after the term of this
Agreement, any trade secrets or other information designated as confidential by
the Company which is acquired by Consultant in the course of performing services
hereunder. (A trade secret is information not generally known to the trade which
gives the Company an advantage over its competitors. Trade secrets can include,
by way of example, products or services under development, production methods
and processes, sources of supply, customer lists, marketing plans and
information concerning the filing or pendency of patent applications).
6. The Company agrees to indemnify and hold Consultant, its
affiliates, control persons, officers, employees and agents (collectively, the
"Indemnified Persons") harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorneys' and accountants'
fees) joint and several arising out of the performance of this Agreement,
whether or not Consultant is a party to such dispute. This indemnity shall not
apply, however, where a court of competent jurisdiction has made a final
determination that Consultant engaged in gross recklessness and willful
misconduct in the performance of its services hereunder which gave rise to the
loss, claim, damage, liability, cost or expense sought to be recovered hereunder
(but pending any such final determination, the indemnification and reimbursement
provision of this Agreement shall apply the Company shall perform its
obligations hereunder to reimburse Consultant for its expenses).
The provisions of this paragraph (6) shall survive the termination and
expiration of this Agreement.
7. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any prior
communications, understandings, and agreements between the parties. This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties.
8. This Agreement shall be governed by the laws of the State of New
York. Any dispute arising out of this Agreement shall be adjudicated in the
courts of the State of New York or in the federal court in the State of New
York, and the Company hereby agrees that service of process upon it by
registered mail at the address shown in this Agreement shall be deemed adequate
and lawful.
9. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
2
IN WITNESS WHEREOF, the parties have executed this Agreement as of June
20, 1997.
FINANCIAL FUTURE CORP.
By: /s/ Xxxxxxx Xxxxxx
-----------------------
Title: President
ACCEPTED AND AGREED to this
20th day of June, 1997.
Euro-Tel, Inc.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
3
