Exhibit 10(a)
Consulting Agreement between Registrant and Ace Moses
INDEPENDENT CONTRACTOR AGREEMENT
TO OCUMED GROUP, INC.
AGREEMENT, dated February 1, 2002, between Ocumed Group, Inc. of 000 Xxxxxxxx
Xxxxxx, Xxxxxxxx, XX 00000 (hereinafter "the Corporation") and Mr. Ace Moses of
000 Xxxxxxxx Xxxx Xxxx 000, Xxxxxxxxx, XX 00000 (hereinafter "the Independent
Contractor").
Now, therefore, the parties hereto agree as follows:
1. EMPLOYMENT. The Corporation shall employ the Independent Contractor, and the
Independent Contractor shall serve the Corporation upon the terms and conditions
hereinafter set forth.
2. TERM AND EXTENSION. The employment of the Independent Contractor hereunder
shall commence on February 1, 2002, and shall continue to and including January
31, 2003.
3. DUTIES. During the period or periods of his employment hereunder, the
Independent Contractor shall serve the Corporation and shall perform any and all
general Internet marketing services, respective software and network design and
development and other related services required or requested in connection with
their business. Within the limitations hereinabove provided, the Independent
Contractor will render such other advisory services in connection with the
Internet marketing services of the Corporation as may be requested from time to
time by the officers or directors of the Corporation, without further
compensation other than that for which provision is made in this Agreement.
4. TIME REQUIREMENTS. The Independent Contractor shall devote during the period
ending January 31, 2003 not more than 50% of his entire time, energy, and skill
to the duties of his employment hereunder and shall periodically, or at any time
upon the request of the Corporation, submit data as to the time performed.
5. COMPENSATION. The Corporation shall pay to the Independent Contractor for his
services in shares of its common stock amounting to 588,500 (five hundred and
eighty eight thousand five hundred) free trading shares of common stock of the
Company during the period of his employment hereunder. The securities issueable
to the Independent Contractor hereunder are accepted in lieu of cash payments
for consulting services to be rendered by the Independent Contractor specified
herein. The Independent Contractor's acceptance of such securities in lieu of
cash payments is expressly contingent upon the Company registering the shares of
common stock pursuant to an S-8 Registration Statement, or such other short form
registration statement authorized by the Securities and Exchange Commission for
the registration of securities payable to a consultant.
6. INDEMNIFICATION AND HOLD HARMLESS PROVISION. The Independent Contractor
agrees hereby to indemnify and hold harmless the Corporation from any and all
claims by the Independent Contractor, which may arise out of and in the course
of the performance of his duties hereunder. Any and all claims for unemployment
benefits and or claims for workers' compensation benefits are hereby expressly
waived by the within Independent Contractor who agrees to maintain separate
policies of liability, health, and accident insurance as may be necessary or
required by the Corporation in connection with the performance of its duties
herein.
7. RELATIONSHIP BETWEEN PARTIES. The Corporation employs the Independent
Contractor only for the purposes and to the extent set forth in this Agreement,
and his relation to the Corporation shall, during the period or periods of his
employment and services hereunder, be that of an independent contractor. The
Independent Contractor shall be free to dispose of such portion of his entire
time, energy, and skill during regular business hours as he is not obligated to
devote hereunder to the Corporation in such manner as he sees fit and to such
persons, firms, or corporations as he deems advisable. The Independent
Contractor shall not be considered as having an employee status or as being
entitled to participate in any plans, arrangements, or distributions by the
Corporation pertaining to or in connection with any insurance, pension, stock,
bonus, profit-sharing, or similar benefits for their regular employees.
8. PROFESSIONAL RESPONSIBILITY. Nothing in this Agreement shall be construed to
interfere with or otherwise affect the rendering of services by the Independent
Contractor in accordance with his independent and professional judgment. The
Independent Contractor shall perform his services in a good and workmanlike
manner and in accordance with generally accepted sales and marketing practices.
9. ENTIRE AGREEMENT. The text within Agreement shall be construed in accordance
with New Jersey (State) law and shall constitute the entire Agreement between
the parties. In witness whereof, Xx. Xxxxxx X. Xxxxxx has caused this Agreement
to be executed in its corporate name by its corporate officers, and Mr. Ace
Moses, the Independent Contractor hereunder, has set his hand, as of this day
and year first above written.
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Ocumed Group, Inc.
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By Xxxxxx X. Xxxxxx, President
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Ace Moses
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