[LOGO] SeraCare
AGREEMENT
This agreement is intended to clarify and establish the relationship between the
Mr. Xxx Xxxxxxxx ("Consultant") and SeraCare, Inc. (the "Company").
I. RECITALS
A. Whereas the Company wishes to retain the services of Consultant to assist
the Company in: acquiring existing plasma collection centers; identifying
appropriate locations for the startup of new plasma collection centers, and; to
assist the Company's entry into the Hyperimmune plasma business by providing
contacts, information, assisting the Company in developing an appropriate
business plan and strategy, assisting in contract negotiations and providing
operational issues guidance.
B. Whereas the Consultant wishes to assist the Company in: acquiring
existing plasma collection centers; identifying appropriate locations for the
startup of new plasma collection centers, and; to assist the Company's entry
into the Hyperimmune plasma business by providing contacts, information,
assisting the Company in developing an appropriate business plan and strategy,
assisting in contract negotiations and providing operational issues guidance.
C. Whereas the Consultant has also agreed to accept the position of Director
of the Company.
II. COMPENSATION
A. For his consulting services, Consultant shall receive an annual
consulting fee of $50,000.00 payable at the rate of $4,166.67 per month.
Consultant shall also be reimbursed for expenses incurred in connection
with his efforts on behalf of the Company, providing however that all
such costs shall be approved in advance by the Company.
B. For accepting the position of Director of the Company, Consultant shall
receive three year options to purchase 30,000 shares of the Company's
common stock at $1.50 per share.
III. OTHER TERMS
TERM. The term of this agreement is three years beginning April 16, 1996 through
April 15, 1999.
NO COMPETING AFFILIATIONS. During the term of this agreement and for a period of
one year after termination of this agreement, he will not serve as a consultant,
employee or other paid assistant or in any like role or capacity with any other
competing or potentially competing company with like operations, business
strategies, or objectives except for UNIVAX, the relationship with which has
been fully disclosed to the Company as of the effective date of this agreement.
[LOGO] SeraCare
TERMINATION. This agreement may be terminated by the Company with sixty days
written notice under the any of the following conditions:
A. Consultant for any reason becomes unavailable to the Company for more than
thirty days; or
B. Consultant refuses or does not participate with the Company in its efforts
to: acquire existing plasma collection centers; select new locations to
startup new plasma collection centers, and; enter into the Hyperimmune
plasma business.
C. Consultant violates the No Competing Affiliations provisions of this
agreement.
NOTICES. Any notices, or any other communications required hereunder shall be in
writing and shall be deemed to have been given, if mailed, certified or express,
postage prepaid, on the date posted or if personally delivered when actually
delivered.
CHOICE OF LAW. The parties to this agreement hereby agree that this agreement
has been executed and delivered in the state of California and shall be
construed, enforced and governed by the laws of California.
ENTIRE AGREEMENT. This agreement supersedes all prior oral and written
agreements of the parties pertaining to the subject matter hereof.
NO WAIVER. No waiver of any of the provisions of this agreement shall be
deemed or shall constitute a waiver of any other provisions hereof, nor shall
such a waiver constitute a continuing waiver. If any provision or provisions
of this agreement are determined to be unenforceable, the remaining
provisions shall stand and be interpreted within the laws of the state of
California.
AMENDMENT OR MODIFICATION. This agreement can only be modified or amended by
mutual written agreement by all parties to this agreement.
SUCCESSORS AND ASSIGNS. All terms and provisions of this agreement shall be
binding upon and shall inure to the benefit of the parties hereto and to
their respective successors, assigns and heirs.
AGREED AND EXECUTED.
CONSULTANT:
By: /s/ Xxx Xxxxxxxx July 2, 96
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Xxx Xxxxxxxx Date
COMPANY:
By: /s/ Xxxxx X. Xxxxx 7/2/96
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Xxxxx X. Xxxxx Date
President