May 14, 1999
Xxxxxx X. Xxxxxx, M.D.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
RE: HEALTHCARE IMAGING SERVICES, INC., (THE COMPANY)/
XXXXXX X. XXXXXX, M.D. CONSULTING AGREEMENT
Dear Xx. Xxxxxx:
Pursuant to our recent discussions, the following outlines the salient points of
the consulting arrangement between you and the Company, which is substantially
the same as the agreement between you and the Company which expired on or about
October 15, 1998. You will continue to provide such consultation and advice as
the Company may reasonably request, including:
1. Recommendations to the Company regarding new developments
affecting the diagnostic imaging market;
2. Recommendations to the management of the Company regarding
interaction with physicians at the various facilities owned,
operated or managed by the Company;
3. Assistance in the development of newsletters, if so requested by
the Company, regarding diagnosing neurological injuries and
diseases;
4. Review of medical information set forth in facility marketing
literature if so requested by the Company;
5. Assistance in the education and training of technologist in
applications of MRI (and other diagnostic imaging modalities)
relating to neurology; and
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6. Preparation and arrangement of seminars, luncheons and other
training or education vehicles with physicians, chiropractors and
other current and/or potential referral sources.
Please note that you shall have no authority or power to incur any debt,
obligation or liability or enter into any contract or commitment on behalf of
the Company.
The terms of this agreement will be one (1) year beginning as of May 1, 1999 and
may be renewed for additional six month periods subject to our renegotiation of
such extension prior to the anticipated termination date; however, either party
may terminate this agreement upon sixty (60) days prior written notice to the
other party.
For all of your consulting services to the Company, the Company will pay you an
annual consulting fee of $48,000, payable in twelve (12) monthly installments of
$4,000 beginning upon the execution of this Agreement.
As a consultant, you hereby represent that you are aware of the Anti-Fraud and
Abuse Amendments to the Social Security Act, the Medicare and Medicaid Program
Protection Act and the Federal Safe Harbor Regulations. You further represent
that, as a consultant, you cannot knowingly or willfully offer, pay, solicit or
receive remuneration in order to induce business; and if you do so you will be
subject to civil and/or criminal penalties. I have enclosed a separate
HealthCare Imaging Services, Inc. Statement of Policy for contractors and
consultants which requires your signature. In addition, you represent that you
are under no contractual or other restriction or obligation, and you will not
enter into any contractual or other arrangements, which is inconsistent with the
performance of your consulting services to the Company.
Please note that United States securities laws prohibit any person who has
material, non-public information regarding the Company from purchasing or
selling the Company's securities or from communicating such information to any
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities.
On behalf of the Company, we look forward to a long and mutually beneficial
consulting relationship with you. If the foregoing correctly sets forth our
mutual understanding, please sign and
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return a copy of this letter. This letter shall contain the entire agreement
between us with respect to your consulting arrangement with the Company and
shall supersede all prior agreements or understandings between us relating to
such arrangement.
Yours truly,
HEALTHCARE IMAGING SERVICES, INC.
By: /s/ XXXXXXX X. XXXXXX
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XXXXXXX X. XXXXXX
Chief Executive Officer
AGREED TO AND ACCEPTED:
/S/XXXXXX XXXXXX, MD
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Xxxxxx Xxxxxx, MD
Date: May 14, 1999
