EXHIBIT 10.7
AGREEMENT dated September 1, 2001, by and between XXXXX XXXX ("Xxxx") and
EMERGENT GROUP, INC. ("Emergent").
WHEREAS, Xxxx has served as an unpaid advisor to Emergent for approximately
one year; and
WHEREAS, Emergent desires to utilize Xxxx'x extensive business experience,
and to acknowledge Xxxx'x past contributions, the parties hereby agree as
follows:
1. Emergent agrees to employ Xxxx, and Xxxx agrees to act, as a consultant for
Emergent in the areas of business development, fund raising, strategic planning,
growth and potential acquisitions.
2. Xxxx agrees to make herself available upon reasonable notice for such
consultation to Emergent as may be reasonably requested by Emergent. Emergent
shall not be obligated to request Xxxx to provide services pursuant to this
Agreement, and Emergent shall not be required to provide Xxxx with an office.
3. This Agreement shall commence on the date hereof and shall terminate on
August 31, 2003. This Agreement shall not be extended without the express
written agreement of the parties hereto.
4. In consideration for the services to be performed by Xxxx, Emergent agrees to
xxxxx Xxxx options to purchase a total of 500,000 shares of Emergent common
stock at an exercise price of $.20 per share. Options to purchase 250,000 of the
shares shall vest and become exercisable on September 1, 2002, and options to
purchase 250,000 of the shares shall vest and become exercisable on September 1,
2003. All unexercised options shall expire on December 31, 2004. In connection
with the options defined above in this Section 4, the number of shares available
for purchase and the exercise price per share shall be adjusted to take into
consideration any and all share splits or reverse share splits.
5. This Agreement may be terminated by Emergent for cause, and by Xxxx for any
reason at any time prior to August 31, 2003, upon 10 days written notice. In the
event of any termination pursuant to this paragraph, Xxxx shall forfeit all
options which have not vested and become exercisable. For purposes of this
paragraph, cause shall include:
(a) conviction of any felony, or a misdemeanor involving moral turpitude;
or
(b) any material breach of this agreement, if not cured within 30 days
after written notice thereof.
6. All notices, requests, demands, and other communications under this Agreement
shall be given in writing and shall be served either personally, by facsimile or
delivered by first class mail, registered or certified, postage prepaid, and
properly addressed as follows:
If to Emergent:
Medical Resources Management, Inc.
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxxxxx
with a copy to:
Xxxxxx, Xxxxxxxx & Xxxx, P.C.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx, Esq.
If to Xxxx:
00000 Xxxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Att: Xxxxx Xxxx
Notices shall be deemed received at the earliest of actual receipt,
confirmed facsimile or three (3) days following mailing.
7. This Agreement constitutes the entire agreement among the parties hereto
pertaining to the subject matter contained herein and supercedes all prior
agreements, representations, and understandings of the parties, whether oral or
written, regarding the subject matter of this agreement. In addition, Xxxx
acknowledges that Emergent, Xxxxxx Xxx or Xxxx Xxxxxxx have not made any
representations or promises to her and that she has not relied on any
representations or promises other than those set forth in this agreement.
Specifically, Xxxx disclaims the existence of, and any reliance by her upon, any
representations regarding any compensation by or equity interest in any entity
in which Xxxxxx Xxx or Xxxx Xxxxxxx are principals, or in which they may become
principals in the future, except as may be set forth expressly in this
agreement, or any other written agreement signed by them.
8. This Agreement may not be amended, supplemented, canceled, or discharged
except by written instrument executed by the parties hereto.
9. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, representatives, executors,
administrators, successors, and assigns, provided, however, that Xxxx may not
assign any or all of her rights or duties hereunder except following the prior
written consent of the Company.
10. This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original, but all such counterparts together shall
constitute one and the same Agreement.
11. This Agreement shall be construed and enforced in accordance with the
laws of the State of New York. All disputes under this agreement shall be
resolved by arbitration, to be held under the auspices of the American
Arbitration Association in New York.
12. This Agreement is subject to, and shall not become effective prior to,
the approval of the board of directors of Emergent.
EMERGENT GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx, CEO
/s/ Xxxxx Xxxx
