July 7, 2005
PERSONAL AND CONFIDENTIAL
VIA FEDEX
Mr. Xx. Xxxxxxx Xxxxxxxx President and Chief Financial Officer IPEX, Inc.
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
RE: Agreement between Patient Safety Technologies and Xxxxxxxx
Xxxxxxx for services to IPEX, Inc.
Dear Xx. Xxxxxxxx:
As you know, Patient Safety Technologies, Inc. ("PST") recently entered
into an agreement with Xxxxxxxx Xxxxxxx ("Xxxxxxx") whereby PST has agreed to
serve as a consultant to IPEX, Inc. (the "Company") in connection with the
provision of certain turnaround services to the Company (the "Agreement").
Pursuant to that Agreement (a copy of which is attached hereto as Exhibit
A), PST agreed to provide the following services ("the "Services") to the
Company: (a) substantial review of the Company's business and operations in
order to facilitate an analysis of the Company's strategic options regarding a
turnaround of the Company; (b) providing advice in the following areas: (i)
identification of financing sources for the Company; (ii) providing capital
introductions to the Company of financial institutions and/or strategic
investors; (iii) evaluation and recommendation of candidates for appointment as
officers, directors or employees of the Company; (iv) making personnel of PST
available to the Company to provide services to the Company on a temporary or
permanent basis; (v) evaluation and/or negotiation of merger or sale
opportunities for the Company, or such other form of transaction or endeavor
which the Company may elect to pursue; and (vi) providing any other services as
are mutually agreed upon in writing by PST and Xxxxxxx from time to time; and
(c) assisting the Company in installing a new management team.
The parties to the Agreement agree that the Company is an intended third
party beneficiary of the Agreement, and, as such, shall have the right to
enforce any provision of the Agreement against either party thereto by
instituting all necessary actions at law or suits in equity, including, without
limitation, suits for specific performance.
We therefore request that you consent to the rendering of Services by PST
to the Company pursuant the Agreement, and the Company's third-party beneficiary
interest in such Agreement.
Xx. Xxxxxxx Xxxxxxxx
IPEX, Inc.
July 7, 2005
Page 2
Please evidence your consent to and acknowledgement of the foregoing by
signing the acknowledgment below, faxing the executed page to (000) 000-0000,
and returning the original executed letter to PST at 000 Xxxxxxxx Xxxx, Xxxxx
0000, Xxxxx Xxxxxx, XX 00000.
Should you have any questions, please do not hesitate to contact me at
(000) 000-0000. Thank you for your assistance with this matter. Your prompt
attention is greatly appreciated.
Sincerely,
PATIENT SAFETY TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxx
-----------------------------
Xxxxxx X. Xxxx, III
Chief Executive Officer
Accepted and Agreed to this 7th
day of July, 2005.
IPEX, Inc.
/s/ Xxxxxxx Xxxxxxxx
-------------------------------------
By: Xxxxxxx Xxxxxxxx
Title: President and Chief Financial Officer
Enclosures /
cc: Xxxxxxxx Xxxxxxx
Xx. Xxxxxxx Xxxxxxxx
IPEX, Inc.
July 7, 2005
Page 3
EXHIBIT A
[FORM OF AGREEMENT]
