EXHIBIT NO. 3
Agreement By and Between Xxxxx & Fraade, P.C. and
Xxxxxxxxx X. Xxxxx and Scantek Medical Inc.
AGREEMENT
BY AND BETWEEN
XXXXX & FRAADE, P.C.,
and XXXXXXXXX X. XXXXX
AND
SCANTEK MEDICAL INC.
This Agreement is entered into as of the 15th day of December, 2000 by and
between Xxxxx & Fraade, P.C. (the "Law Firm"), a law firm, and Xxxxxxxxx X.
Xxxxx (the "Attorney"), both located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Tel: 000-000-0000, Fax: 000-000-0000 and Scantek Medical Inc. (the
"Company"), a Delaware corporation with its principal offices located at 000
Xxxxxx Xxxx, Xxxxxxxx, XX 00000, Tel: 000-000-0000, Fax: 000-000-0000.
W I T N E S S E T H
WHEREAS, the Law Firm has substantial outstanding fees due from the Company
for services rendered through November 1, 2000, (the "Outstanding Bills"), and
has continued to render legal services after November 1, 2000; and
WHEREAS, the Outstanding Bills have remained unpaid; and
WHEREAS, the parties hereto have agreed that 120,000 shares of the
Company's common stock will be issued to the Attorney and the debt to the Law
Firm will be reduced by Thirty Thousand ($30,000) Dollars;
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NOW THEREFORE, the parties hereby agree as follows:
1. In partial satisfaction of the Outstanding Bills through November 1, 2000,
the Law Firm agrees to accept and the Company agrees to issue to the Attorney
120,000 shares of the Company's common stock which Shares shall be registered by
the Company in a Form S-8 Registration Statement with the Securities and
Exchange Commission.
2. The Law Firm agrees to reduce the Outstanding Bills by $30,000.
3. The Board of Directors of the Company voted to approve the terms contained
herein including, but not limited to, the issuance of 120,000 shares of the
Company to the Attorney.
4. This Agreement may not be changed, modified, extended, terminated, or
discharged orally, but only by an agreement in writing, signed by all of the
parties to this Agreement.
5. The parties agree to execute any and all such other and further instruments
and documents, and to take any and all such further actions which are reasonably
required to consummate, evidence, confirm or effectuate this Agreement and the
intents and purposes hereof.
6. Except as otherwise specifically provided for hereunder, no party shall be
deemed to have waived any rights hereunder or under any other agreement or paper
signed by them with respect to the subject matter hereof, unless such waiver is
in writing and signed by the party waiving such right.
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Except as otherwise specifically provided for hereunder, no delay or omission by
either party in exercising any right with respect to the subject matter hereof
shall be construed as a bar to, or a waiver of, any right or remedy on any
future occasion. All rights and remedies with respect to the subject matter
hereof, whether evidenced hereby or by any other agreement, instrument or paper,
will be cumulative, and may be exercised separately or concurrently.
7. This Agreement contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior representations,
agreements and understandings. This Agreement shall be binding upon each of us,
and upon our heirs, executors, successors and assigns.
IN WITNESS WHEREOF, the parties have caused this instrument to be executed as of
the day and year first above written.
Scantek Medical Inc.
By: /s/ ZSIGMOND X. XXXX
----------------------------
Title: President
Xxxxx & Fraade, P.C.
By: /s/ XXXXXXXXX X. XXXXX
---------------------------
Xxxxxxxxx X. Xxxxx
/s/ XXXXXXXXX X. XXXXX
---------------------------
Xxxxxxxxx X. Xxxxx
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