EXHIBIT INDEX Mediscience Technology corp.
99.1 CFO agreement between Registrant and Xxxxx X. Xxxxxx CPA
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This Agreement is made on November 8, 2005 and effective November 15, 2005
between Mediscience Technology Corp. (MTC) 0000 Xxxxxxxxx xxx, Xxxxxx Xxxx XX,
00000 and Xxxxx X. Xxxxxx CPA (FB) 000 Xxxx xxxxxx Xxxxxxxxxx XX 00000
1. (FB) has extensive experience as a Chief Financial Officer with a specific
expertise in all phases of corporate accounting re: public/private companies and
(MTC) seeks to benefit from the (FB) expertise by employing (FB) as CFO
exclusively and whereas (FB) wishes to perform traditional CFO services for MTC.
Accordingly, MTC and (FB) agree as follows:
1. Services
The employee as Chief Financial Officer shall be directly responsible for all
finance and accounting policies and procedures, internal auditing, SEC
reporting, regulatory compliance, financial planning, budgets and advisory in
any strategic planning, mergers or acquisitions to the Company management, its
counsel as to all to all SEC/Sarbanes and GAAP matters. (CV attached and made a
part hereof as Exhibit A )
The employee shall be engaged by the MTC as a consultant for advice/oversight
and the exchange of ideas only and under the terms of this Agreement, shall not
direct or conduct but will participate in fund raising of any kind for or on
behalf of the Company. Any such activity which may be conducted shall be carried
out together with (MTC) management or designees
2. Compensation and Expenses: As the full and sole consideration for the
employees services provided by CFO FB the Company shall pay FB a monthly rate of
three thousand dollars per monthly $3,000.00 beginning November 15, 2005 which
salary shall increase as of January 1, 2006 to four thousand per month
$4,000.00. Compensation shall be paid on the 5th day of the month through Easy
Pay Services. Expenses. will be paid upon submission and approval by the CEO
Chairman Xxxxx Xxxxxxxxx or his documented designee.
Additional compensation: MDSC herein grants FB a five (5) year option effective
November 15, 2005 to purchase three hundred thousand shares (300,000) shares of
MDSC common restricted per SEC rule 144 at one dollar per share ($1.00). Said
option to automatically expire by its terms on November 15, 2010 (Xxxxxx option
document incorporated by reference herein and made a part hereof)
3. Competition: Employee CFO represents to the Company that the employee does
not have any agreement to provide similar CFO services to any other party, firm
company or project, and will not enter into any such agreement during the term
of this Agreement. It
is understood and agreed that Xxxxx X. Xxxxxx shall continue his present
position as an accounting partner in the firm of Cust Xxxx & Xxxxxx CPA's of
Flemington New Jersey
4. Confidentiality
a. The parties may wish, from time to time, in connection with work contemplated
under this Agreement, to disclose confidential information to each other
("Confidential Information"). Each party will use reasonable efforts to prevent
the disclosure of any of the other party's Confidential Information to third
parties for a period of seven (7) years from receipt thereof. The recipient may
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acquire information that pertains to the discloser's processes, equipment,
programs, developments, or plans that is both (i) disclosed or made known by the
disclosure to the recipient and (ii) identified in writing as "proprietary" by
the disclosure. The recipient agrees not to disclose any Confidential
Information to third parties or to use any Confidential Information for any
purpose other than performance of the services contemplated by this Agreement,
without prior written consent of the Company.
b. Confidential Information subject to paragraph 4(a) does not include
information that
(i) is or later becomes available to the public through no breach of this
Agreement by the recipient;
(ii) is obtained by the recipient from a third party who had the legal
right to disclose the information to the recipient;
(iii) is already in the possession of the recipient on the date this
Agreement becomes effective;
(iv) is independently developed by recipient; or
(v) is required to be disclosed by law, government regulation, or court
order. In addition, Confidential Information subject to paragraph 4(a) does not
include information generated by the employee unless the information (i) is
generated as a direct result of the performance of employment services under
this Agreement.
5. Return of Materials: The Consultant agrees to promptly return, following the
termination of this Agreement or upon earlier request by the Company, all
drawings, tracings, and written materials in the Consultant's possession and
(i) supplied by the Company in conjunction with the Consultant's
consulting services under this Agreement or
(ii) generated by the Consultant in the performance of consulting services
under this Agreement.
6. Intellectual Property Not applicable
7. Term and Termination
a... This Agreement shall be for a term of two (2) yrs., renewable upon
reasonable terms and conditions as may be agreed upon by the Company Board of
Directors on recommendation of the CEO and the employee
b. Termination of the Agreement under paragraph 8(a) above shall not
affect (a) the Company's obligation to pay for services previously performed by
the Consultant and acknowledged by MTC
8. Miscellaneous
a. This Agreement shall inure to the benefit of and be binding upon the
respective heirs, executors, successors, representatives, and assigns of the
parties, as the case may be.
b. This Agreement replaces all previous agreements and the discussions
relating to the subject matters hereof and constitutes the entire Agreement
between the Company and the employee with respect to the subject matter of this
Agreement. This agreement may not be modified in any respect by any verbal
statement representation or agreement made by any officer, employee or
representative of the company, or any written documents unless it is signed by
the CEO of the Company and by the employee.
9. Descriptive Headings and Governing Law
The descriptive headings of the several paragraphs of this agreement are
inserted for convenience only and do not constitute a part of this agreement.
This agreement contemplated and described performance is intended to be
performed in the State of New York and shall be construed and enforced in
accordance with, and the rights of the parties it is agreed shall be governed
by, the Law of such State, without regard to principles of conflict of laws.
(MTC) and (FB) hereby agree to submit any and all disputes to binding
arbitration in Trenton NJ with the American Arbitration Association for full,
final and binding resolution
10. Notices
(MTC) Xxxxx Xxxxxxxxx Esq. 0000 Xxxxxxxxx Xxx, Xxxxxx Xxxx XX 00000
(FB) Xxxxx X. Xxxxxx 000 Xxxx Xxxxxx Xxxxxxxxxx XX. 00000
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
first stated above.
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Xxxxx X. Xxxxxx By: Xxxxx Xxxxxxxxx CEO
Mediscience Technology corp.
Exhibit A CV
XXXXX X. XXXXXX, CPA
CERTIFIED PUBLIC ACCOUNTANT - New Jersey - Since 1974
Pennsylvania - Since 1995
CERTIFIED VALUATION ANALYST - Since 1998
GENERAL SECURITIES REPRESENTATIVE - NASD - Since 2000
LICENSED LIFE & HEALTH INSURANCE PRODUCER - New Jersey - Since 2000
EDUCATION
Seton Hall University -
BS in BA - 1971
Majored in Accounting
EXPERIENCE
Employed as a Certified Public Accountant/Controller
X.X, Xxxx & .Co. (1971 -1975) Senior Accountant
Arnper,.Politziner & Xxxxxx (1975 -1977) Senior
Accountant Mayfair/Foodtown Supermarkets (1977
-1983) Controller Xxxx, Xxxx,.& Xxxxxx (1983 to
Present) Partner
Certified Public Accountant
Experience includes, preparation of financial statements (audit, review
and compilation), preparation of tax returns (individual, partnership,
corporate non-profit, trusts, estates, etc.) and preparation of financial
and tax planning for the following industries:
Manufacturing Farming High Tech
Retailing Non-Profit Organization Real Estate
Wholesaling Professional Services
Construction Financial Transportation
Publishing Advertising Medical
Also specializing in integrated computerized accounting systems, and
installing internal control systems. Represented clients before the
Internal Revenue Service on tax examinations.
Prepared valuations of closely-held business interests for acquisitions,
stockholder redemptions and buyouts, matrimonial settlements and estate
tax. Have been retained numerous times as an expert in matrimonial and
other types of litigation.
Controlle Experience includes management and supervision of an accounting
staff of 50+ for a public firm grossing $350 Million in 1983.
Responsibilities included filing of Forms 1Q-Q, 10-K, weekly and monthly
financial statements, installation of computer and accounting controls for
cash, payroll, invoice payment, gross profit analysis, budgets, etc.
MEMBERSHIPS
American Institute of Certified Public Accountants - AICPA New Jersey Society of
Certified Public Accountants
Former Trustee to the Society and Ethics Committee Private Companies Practice
Section AICPA National Association of Certified Valuation Analysts
