AGREEMENT
This AGREEMENT dated as of the 10th day of July, 1997 (the
"Effective Date"), is by and between MEDPLUS, INC. (the
"Company"), an Ohio corporation with its principal offices located
at 0000 Xxxxxxxx'x Xxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000 and GROWTH
MANAGEMENT ADVISORS, INC., an Ohio corporation with its principal
offices located at 0000 Xxxxxxxxxx Xxxx, Xxx. 000, Xxxxxxxxxx,
Xxxx 00000 ("GMA").
W I T N E S S E T H:
WHEREAS, Universal Document Management Systems, Inc. ("UDMS"), a
wholly-owned subsidiary of the Company, and GMA entered into a
Consulting Agreement dated February 19th, 1997 pursuant to which
GMA agreed to provide to UDMS the services of Xxxxx X. Xxxxx
("Consultant"), an employee of GMA, to assist UDMS with the
identification and recruitment of, and negotiations with, certain
CAD software resellers and/or other companies whose business may
complement that of UDMS, which UDMS is interested in acquiring,
and to assist UDMS with an initial public offering (the "IPO") by
UDMS; and
WHEREAS, to date, as the parent company of UDMS, the Company has
expended considerable resources on behalf of UDMS to ensure the
success of the IPO; and
WHEREAS, the Company desires to provide GMA with incentive to
ensure successful completion of the IPO on or before December 31,
1997.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties, intending to be legally
bound, agree as follows:
1. Agreement. GMA and Consultant agree to use their best efforts
to ensure that the IPO is completed on or before December 31,
1997.
2. Compensation. If the IPO occurs on or before December 31,
1997, then, within 60 days following the IPO, the Company shall
pay to GMA $500,000.
3. Miscellaneous.
a. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, the heirs and
legal representatives of Consultant, and the successors and
assigns of GMA and the Company, except that neither GMA nor
Consultant may assign this Agreement or any of Consultant's duties
or services hereunder.
b. Modification. This Agreement may not be changed, amended
or modified except by a writing signed by both parties.
c. Entire Agreement/Governing Law. This Agreement
constitutes the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof an
supersedes any prior agreements or understandings between the
Company, GMA and/or Consultant with respect to such subject
matter. This Agreement shall be governed and construed in
accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
MEDPLUS, INC.
By: /s/ Xxxxxx X. Present II
Its: Chief Operating Officer
GROWTH MANAGEMENT ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Chairman
Agreed and Acknowledged:
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, individually