EXHIBIT 10.3
BUSINESS CONSULTING AGREEMENT
AGREEMENT, made and entered into as of the 4th day of January, 1999, by
and between the J. Xxxxxxx Xxxxxxx Group ("Xxxxxxx") with offices located at
Suite 307,2455 East Sunrise Blvd., Ft. Xxxxxxxxxx, XX 00000, and INSCI Corp., a
Corporation with offices located at Two Xxxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxx,
XX 01581("INSI").
W I T N E S S E T H:
WHEREAS, XXXXXXX provides consultation and advisory services;
WHEREAS, INSI desires to utilize XXXXXXX services in connection with
increasing the market awareness of INSCI's common stock.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, XXXXXXX and INSI hereby agree as follows:
Consulting Services. Effective as of January 4, 1999, by and subject to the
terms and conditions herein contained, XXXXXXX shall provide consultation
and advisory services relating to increasing the market awareness of
INSCI's common stock. These services will include, but are not limited to,
presenting INSCI to investors, retail brokers, analysts, institutional
investors, establishing meetings with INSCI and parties with buyside
interest.
Payment. In consideration for the services of XXXXXXX to be provided hereunder,
INSCI will pay XXXXXXX, at INSCI's sole option, either the sum of $1,500
per month for the term of this Agreement, or grant 36,000 options (Options)
to purchase INSCI Common Stock at $1.04, the fair market value as of the
date of this Agreement. This option is first exercisable in one/sixth
increments every thirty days over the term of this agreement.
Expenses. INSI shall reimburse XXXXXXX for all pre-approved travel and other
expenses incurred by it in rendering services hereunder. XXXXXXX shall
provide receipts and vouchers to INSI for all expenses for which
reimbursement is claimed.
Personnel. XXXXXXX shall be an independent contractor and no personnel utilized
by XXXXXXX in providing services hereunder shall be deemed an employee of
INSI. Moreover, neither XXXXXXX nor any such person shall be empowered
hereunder to act on behalf of INSI.
Term and Termination. This Agreement shall be effective from January 4, 1999,
and shall continue in effect for a period of six months thereafter.
Non-Assignability. The rights, obligations, and benefits established by this
Agreement shall not be assignable by either party hereto. This Agreement
shall, however, be binding upon and shall inure to the benefit of the
parties and their successors.
Confidentiality. Neither XXXXXXX nor any of its consultants, other employees,
officers, or directors shall disclose knowledge or information concerning
the confidential affairs of INSI with respect to INSI's business or
finances that was obtained in the course of performing services provided
for herein.
Limited Liability. Neither XXXXXXX or INSCI nor any of their respective
consultants, other employees, officers or directors shall be liable for
consequential or incidental damages of any kind to each other that may
arise out of or in connection with any services performed by XXXXXXX
hereunder.
Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts without giving effect to
the conflicts of law principles thereof or actual domicile of the parties.
Notice. Notice hereunder shall be in writing and shall be deemed to have been
given at the time when deposited for mailing with the United States Postal
Service enclosed in a registered or certified postpaid envelope addressed
to the respective party at the address of such party first above written or
at such other address as such party may fix by notice given pursuant to
this paragraph.
No other Agreements. This Agreement supersedes all prior understandings,
written or oral, and constitutes the entire Agreement between the parties
hereto with respect to the subject matter hereof. No waiver, modification
or termination of this Agreement shall be valid unless in writing signed by
the parties hereto.
IN WITNESS WHEREOF, INSI and XXXXXXX have xxxxx executed this Agreement as of
the day and year first above written.
INSCI CORP. J. Xxxxxxx Xxxxxxx Group
By: /s/ Xxxxx Xxxx By: /s/ Xxxxxxx Xxxxxxx
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Xxxxx Xxxx Xxxxxxx Xxxxxxx
Chief Financial Officer
STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of this 4th day of January 1999, by and between
INSCI Corp. (Company) a Corporation, with its principal place of business
located Two Xxxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000 and J. Xxxxxxx
Xxxxxxx Group ("Xxxxxxx") with offices located at Xxxxx 000,0000 Xxxx Xxxxxxx
Xxxx., Xx. Xxxxxxxxxx, XX 00000, a consultant to the Company (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company, in accordance with the Business Consulting
Agreement executed by the Company and Optionee on January 4, 1999, grants to the
Optionee, in lieu of cash payments of $1,500 per month for a period of six
months for services to be provided by the Optionee, options to purchase shares
of the Company's Common Stock.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties agree as follows:
Grant of Options. Subject to all terms and conditions of this Agreement and the
Business Consulting Agreement executed by the Company and Optionee on January 4,
1999, the Company hereby grants to the Optionee the right and option (the
"Option") to purchase all or any part of an aggregate of thirty six thousand
(36,000) shares (the "Shares") of Common Stock at $1.04, the fair market value
of the Common Stock at the date of this grant. The Option is first exercisable
in one/sixth increments every thirty days over the term of this agreement.
Expiration. The Option may not be exercised after January 4, 2001 (the
"Expiration Date").
Exercise of Option. The Option is first exercisable in one/sixth increments
every thirty days over the term of this agreement. Subject to the aforementioned
condition, the Option may be exercised, in whole or in part, at any time prior
to the Expiration Date. If the Option is not exercised to the maximum extent
permissible, it shall be exercisable, in whole or in part, with respect to all
Shares not so purchased at any time prior to the Expiration of the Option.
Payment of Purchase Price Upon Exercise. The Option granted under this Agreement
may be exercised in whole or in part by the Optionee's delivering or mailing to
the Company at its principal office, or such other place as the Company may
designate, written notice of exercise duly signed by the Optionee. Such exercise
shall be effective upon (a) receipt of such written notice by the Company and
(b) payment to the Company of the full purchase price in cash.
Issuance and Delivery. The Optionee's written notice to the Company shall state
the number of Shares with respect to which the Option is being exercised and
specify a date, not less than five (5) or more than fifteen (15) business days
after the date of the mailing of such notice, on which the Shares will be taken
and payment made therefor. On the date specified in the notice of exercise, the
Company shall deliver, or cause to be delivered, to the Optionee (or his
personal representative, as the case may be) stock certificates for the number
of Shares with respect to which the Option is being exercised, against receipt
of payment therefor. Delivery of the Shares may be made at the office of the
Company or at the office of a transfer agent appointed for the transfer of
shares of Common Stock.
Transferability. The Option shall not be transferable. The Option shall not be
subject, in whole or in part, to attachment, execution or levy of any kind.
No Rights as a Shareholder. Neither the Optionee nor his legal representative
shall be, nor have any of the rights or privileges of, a shareholder of the
Company in respect of any of the Shares, unless and until certificates
representing such Shares shall have been issued and delivered to the Optionee
(or his legal representative).
Adjustment. (a) In case, prior to the expiration of the Option by exercise or by
its terms, the Company subdivide the number of outstanding shares of Common
Stock into a greater number of shares, then, in either of such cases, the
purchase price per share of the Shares issuable upon exercise of the Option in
effect at the time of such action shall be proportionately reduced and the
number of Shares at that time purchasable pursuant to the Option shall be
proportionately increased; and conversely, in the event the Company shall
contract the number of outstanding shares of Common Stock by combining such
shares into a smaller number of shares, then, in such case, the purchase price
per share of the Shares issuable upon exercise of the Option in effect at the
time of such action shall be proportionately increased and the number of Shares
at that time purchasable pursuant to Option shall be proportionately decreased.
(b) In case, prior to the expiration of this Option by exercise or by
its terms, the Company or a successor corporation shall be consolidated or merge
with or convey all or substantially all of its or of any successor corporation's
property and assets to any other corporation or corporations (any such
corporation being included within the meaning of the term "successor
corporation" in the event of any consolidation or merger of any such corporation
with, or the sale of all or substantially all of the property of any such
corporation to, another corporation or corporations), in exchange for stock or
securities of a successor corporation, and if the Company is not the surviving
Company, the Optionee shall thereafter have the right to purchase upon the terms
and conditions and during the time specified in this Option, in lieu of the
Shares theretofore purchasable upon the exercise of this Option, the kind and
amount of shares of stock and other securities receivable upon such
consolidation, merger or conveyance by a holder of the number of shares of
Common Stock which the Optionee might have purchased immediately prior to such
consolidation, merger or conveyance
Compliance with Law and Regulations. The Option and the obligation of the
Company to sell and deliver Shares hereunder shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for Shares prior to (i) the
listing of such Shares on any stock exchange on which the Common Stock may then
be listed and (ii) the completion of any registration or qualification of such
Shares under any federal or state law, or any rule or regulation of any
government body which the Board of Directors of the Company shall, in its sole
discretion, determine to be necessary or advisable. Moreover, the Option may not
be exercised if its exercise or the receipt of Shares pursuant thereto, would be
contrary to applicable law.
Continued Services. Neither this Agreement nor any Option granted hereunder
shall confer upon the Optionee any right to continue to render services to
the Company or any subsidiary of the Company, or limit in any respect the
right of the Company, the Board of Directors of the Company or any
subsidiary of the Company to terminate the services of the Optionee at any
time.
Notices. Any notice hereunder to the Company shall be addressed to it at its
offices, Two Xxxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000 and any
notice hereunder to Optionee shall be addressed to J. Xxxxxxx Xxxxxxx
Group ("Xxxxxxx") Xxxxx 000,0000 Xxxx Xxxxxxx Xxxx., Xx. Xxxxxxxxxx, XX
00000, subject to the right of either party to designate at any time
hereafter in writing some other address.
Governing Law. This Agreement shall be interpreted, and the rights and
liabilities of the parties hereto determined, in accordance with the
internal laws of the Commonwealth of Massachusetts, without regard to the
conflicts of law principles thereof.
Counterparts. This Agreement may be executed in two counterparts each of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have signed this Agreement as of
the date and year first above written.
INSCI CORP. J. Xxxxxxx Xxxxxxx Group
By: /s/ Xxxxx Xxxx By: /s/ Xxxxxxx Xxxxxxx
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Xxxxx Xxxx Xxxxxxx Xxxxxxx
Chief Financial Officer
