SAGGI CAPITAL CORP.
000 Xxxxxxx Xxxxxx
Xxx Xxxx Xxx Xxxx 00000
CONSULTING AGREEMENT
THE CONSULTING AGREEMENT ("Agreement") is made this
1st day of August 1997, by and between Saggi Capital Corp.
(the "Consultant") whose principal place of
business is 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, and Elite
Laboratories, Inc. (Elite), a Delaware
corporation (the "Client") whose principal place of
business is 000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx
00000.
W I T N E S S E T H
WHEREAS, the Consultant is willing and capable of
providing various consulting and investor relation services for
and on behalf of the Client in connection
with the Client's interaction with broker dealers, shareholders and
members of the general public.
WHEREAS, THE Client wishes to retain the services of the
Consultant to consult on strategic alliances for the
Client pursuant to the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants
and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, it is agreed as follows:
1. Engagement. The client hereby retains the
Consultant subject to the provisions of paragraph 4, and
Consultant hereby accepts the engagement, act as an
investor relations and consultant to the Client. It is
the intention of the parties to this Agreement that the
Consultant will gather all publicly available information
on the Client and confer with officers and directors of
the Client in an effort to consolidate the information
obtained into summary for telephonc dissemination to
interested parties. The Consultant will then disseminate
such information about the Client to individuals and
registered representatives of broker-dealers who the
Consultant in its reaosnable discretion, believes can
most effectively disseminate such infomration to the
general pubic. The Conulstant will nto provide any
investment advice or recommmendations to any of its
contacts bout the client; rather the Consultant will
focus on telephonic and person-to-person meetings with
individuals targeted by the Client for contact and
familiarization with information which the Consultant has
collected and is otherwise available to the general
public about the Client.
However, the Consultant will be diligent and use its best
efforts to perform its obligations under this Agreement.
It is agreed that the consultant will strictly deserve
[sic] all securities regulations and laws, and all other
laws.
The Consultant hereby agrees to devote such time as
is necessary to the Client to fulfill the obligations
set forth in this Paragraph 1. It is expressly agreed
between the parties that the Consultant shall have no
fixed or minimum number of hours within which to perform
its obligations under this Agreement. It is understood
that the services rendered under this Agreement will be
provided by Xxxxxx Will or a person directly under her
supervision.
2. Proprietary Information. In connection with
their services pursuant to this Agreement, Consultant
will obtain certain information from the Client
concerning the Client's business, operations and certain
inventions, know-how and technology, which the Client
considers proprietary. The Consultant agrees to treat
any such information (herein collectively referred to as
the "Confidential Information") in accordance with the
provisions of this paragraph 2. Confidential Information
does not include information which (i) is independently
obtained from members of the public to whom the
information was made available other than as a result of
a disclosure by the Consultant or its directors,
officers, employees, agents or advisors, or (ii) was or
becomes available to the Consultant on a non-confidential
basis from a source other than the Client or its
directors, officers, employees, agent or advisors
provided that such source is not known to the Consultant
to be bound by a confidentiality agreement with the
Client.
The Consultant hereby agrees that the Confidential
Information will be kept confidential by the Consultant,
provided, however, that any disclosure of such
Confidential Information may be made to which the Client
consents in writing.
Upon expiration or termination of this Agreement,
the Consultant shall promptly redeliver to the Client
any and all written material containing or reflecting any
of the Confidential Information and will not retain any
copies, extracts or other reproductions in whole or in
part of such written material. All documents, memoranda,
notes and other writings whatsoever prepared by the
Consultant or its advisor based on the information
contained in the Confidential Information shall be
destroyed, and such destruction shall, upon demand, be
certified in writing to the Client by an authorized
officer supervising such destruction. It is agreed that
all information and materials produced by the Client
shall be the sole and exclusive property of the Client.
All copyright and title of said work shall be the
property of the Client, free and clear of all claims
thereto by the Consultant, and the consultant shall
retain no claim of authorship therein.
The provisions of this paragraph 2 shall survive
expiration and termination of this Agreement.
The Consultant agrees to perform the work hereunder
diligently and in the highest professional manner and
shall provide all necessary personnel to complete the
work in the time and manner reasonably set forth by the
Client.
3. Remuneration. In consideration for the
services to be provide to the Client by the Consultant
under this Agreement, the Client hereby agrees to the
payment of remuneration to the Consultant as follows:
(a) The Client hereby agrees to pay the Consultant an
annual consulting fee in the amount between $42,000 and
$60,000, payable in equal monthly installments of
between $3,600 and $5,000 per month for a period of
thirty six (36) months from the date of this Agreement.
Such payment shall be due on the first (1st) day of each
and every month hereafter.
(b) Upon execution of this Agreement, or as soon
thereafter as possible, the Client shall cause to be
issued to the Consultant pursuant to the authority
granted from the Client's Board of Directors 150,000 to
200,000 Warrants exercisable for a period of 5 years at
$3.00 per share of its common stock, which will be
identical to the Warrants purchased by investors in any
subsequent offering. The share certificate to be issued
shall be issued in the name which the Consultant provides
to the Client in the Consultant's sole discretion. The
shares underlying the warrants shall be free and clear of
all liens and encumbrances except it shall bear a legend
containing the restrictive language of Rule 144 of the
Securities Act of 1933, as amended.
(c) The Client agrees to reimburse the consultant
for all travel, entertainment, mailing, printing,
postage and all other out-of-pocket expenses directly
related to the services to be provided. Expenses in
excess of $100 per occasion shall be preapproved by the
Client. Upon termination of this Agreement, any
continuing obligation under this paragraph shall cease;
however any accrued but unpaid expenses due to the
Consultant under this subparagraph shall be due and
payable within ten (10) days from such date.
4. Term. It is agreed between the parties that
this Agreement shall expire on the last day of the Thirty
Six (36) full month from the date here unless terminated
as provided for in paragraph 3(a). The Consultant's
obligation to provide services hereunder shall commence
on the date on which the Consultant receives from the
Client the first payment compensation under paragraph
3(a) and the Client has caused to be issued the option
certificate referred to in paragraph 3(b) hereof.
Notwithstanding the foregoing, this Agreement may
be terminated by Client upon a material breach by
Consultant, or if Consultant or any of its directors,
officers, employees or consultants become the subject of
any criminal prosecution or any enforcement proceeding by
the Securities and Exchange Commission or any other state
or federal agency.
5. Miscellaneous Provisions.
(a) This Agreement and the duties and
responsibilities creased hereby may not be assigned,
transferred or delegated by the Consultant without the
prior written consent of the Client.
(b) This Agreement shall be interpreted and
governed by the laws of the State of New York; all
clauses of this Agreement are distinct and severable and
if any clause shall be held illegal or void, it shall not
affect the validity or legality of the remaining
provisions of this Agreement.
(c) No waiver of any breach of any
condition herein will constitute a waiver of any
subsequent reach of the same or any other condition.
(d) The parties hereto agree to execute
such other documents as are necessary to carry out the
intent and the spirit of this Agreement.
(e) Subject to the other provisions
hereof, the terms and conditions of this Agreement shall
extend to and be binding upon and shall inure to the
benefit of the successors and assigns of the Parties
hereto.
6. Notices. All notices, demands or requests
required or authorized hereunder shall be deemed
sufficiently given if in writing and sent by registered
or certified mail, return receipt requested and postage
prepaid, or by telex, telegram or cable to:
Client: ELITE LABORATORIES, INC.
000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
and if to Consultant:
SAGGI CAPITAL CORP.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Will
7. Status of Parties. For the purpose of this
Agreement, and the services, duties and responsibilities
created hereunder, nothing other than the exercise of
warrants provided for in Paragraph 3 contained herein
shall create an equity or ownership interest of one party
in the other. It is understood and agreed between the
parties that the Consultant is an independent contractor
of the Client for the purposes set forth herein.
8. Entire Agreement. This instrument contains
the entire agreement of the parties relating to the
subject matter hereof. The parties have made no
agreements, representations or warranties relating to the
subject matter hereof which are not set forth herein. No
modification of this Agreement shall be valid unless made
in writing and signed by the parties hereto.
9. Notwithstanding the foregoing, this Agreement
may be terminated by client upon a material breach by
consultant, or if consultant or any of its directors or
officers become the subject of any criminal prosecution
or any enforcement proceeding by the Securities and
Exchange Commission or any other state or federal agency.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the day and year first above
written.
CONSULTANT:
SAGGI CAPITAL CORP.
By: /s/
Xxxxxx Will
CLIENT:
ELITE LABORATORIES, INC.
By: /s/
