EXHIBIT 4.8
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is dated as of February 12, 1999 by and between
THE FEMALE HEALTH COMPANY, a Wisconsin corporation (the "Company"), and
KINGSBRIDGE CAPITAL LIMITED, an entity organized and existing under the laws of
the British Virgin Islands ("Kingsbridge").
AGREEMENTS
In consideration of the mutual promises set forth in this Agreement,
the parties agree as follows:
1. Consulting Services. During the Consulting Period (as defined
in paragraph 2 below), Kingsbridge shall be available on a standby basis, at
reasonable times, to act as a consultant to the Company with respect to all
aspects of the Company's business, including, but not limited to, reviewing the
business and operations of the Company, evaluating such information and
recommending strategic alternatives which may be appropriate for the Company to
achieve its objectives; introducing officers of the Company to potential
business and/or joint venture partners for the Company in Europe; and assisting
the Company in its efforts to promote its product and business in Europe.
2. Term. Kingsbridge shall provide the consulting and advisory
services to the Company hereunder for a period of 15 months from the date
hereof (the "Consulting Period").
3. Compensation. In consideration of its services hereunder, the
Company shall pay Kingsbridge a consulting fee of $10,000 per month by wire
transfer of immediately available funds to an account designated by Kingsbridge
during the Consulting Period. In addition, as of the date of this Agreement,
the Company shall issue to Kingsbridge a warrant to purchase 100,000 shares of
the Company's common stock at the exercise price set forth on the warrant. The
warrant will have a term of four years and will have such other terms and
conditions as are mutually agreed between the parties.
4. Miscellaneous. Neither this Agreement nor any term hereof may
be amended, waived, discharged or terminated other than by a written instrument
signed by both parties hereto; provided, however, that if either party breaches
any other written agreement between the parties hereto, the parties shall be
permitted to consider such breach a breach of this Agreement giving rise to the
right of the nonbreaching party to terminate this Agreement. This Agreement
constitutes the entire agreement and understanding of the parties relating to
the subject matter hereof and supersedes all prior agreements, negotiations and
understandings between the parties with respect to such subject matter. This
Agreement may be executed in counterparts, each of which shall constitute an
original, but all of which together shall constitute one and the same
agreement. This Agreement shall be construed and enforced in accordance with
the internal laws of the State of Wisconsin.
Dated as of the date first above written.
THE FEMALE HEALTH COMPANY
BY______________________________ Its____________________________
KINGSBRIDGE CAPITAL LIMITED
BY______________________________ Its____________________________
MW2\68176DRK:BPB 02/11/99 2
MW2\68176DRK:BPB 02/11/99
