EXHIBIT 10.2
FINANCIAL CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 28th day
of January 1999 by and between, Xxxxxxx Xxxxxx ("Consultant") and Modern Medical
Modalities Corporation ("Client"), a New Jersey corporation with respect to the
following:
RECITALS
WHEREAS, Consultant is in the business of providing general business
consulting services to privately held and publicly held corporations; and
WHEREAS, Client desires to retain Consultant to provide advice relative
to structuring any merger, acquisition, asset purchase or joint venture
agreement the Company may enter into over the next six months.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Client and Consultant
agree as follows:
1 ENGAGEMENT OF CONSULTANT. Consultant agrees to allocate sufficient
time to assist Client in structuring any potential merger, acquisition, asset
purchase or joint venture agreement in the event Client wishes to have
Consultant evaluate such transactions and/or assist Client in structuring any
such transaction. In addition, Consultant will advise Client and provide
consultation services regarding:
a. Potential strategies for generating new business for the
Company
b. Structuring of potential business opportunities for the
Company
c. General corporate filings as needed
d. Document preparation as needed to accomplish the above
All of the foregoing services collectively are referred to herein as the
"Consulting Services."
2. Term of Agreement, Extensions and Renewals
This Agreement shall have a term of six months (the "Initial Consulting Period")
from the date first appearing herein. This Agreement may be extended on a month
to month basis (the "Extension Period") by mutual agreement of the parties
executed in writing specifying the compensation for the Extension Period. In the
event of early termination, Client shall be obligated for any amounts due under
this agreement. Such notice of either extension or termination shall be in
writing and shall be delivered via U.S. certified mail, when applicable,
effective ten (1 0) days after delivery to the other party.
3. COMPENSATION Client shall compensate Consultant for consulting services
("Consulting Services") rendered pursuant to this Agreement as follows:
a. Client shall pay Consultant a true retainer fee of 20,000 shares of its
common stock to ensure that Consultant will be available to advise Client in the
event
Client wishes to evaluate a merger, acquisition, asset purchase or joint venture
agreement for the Term of this Agreement.
b. In addition, Client agrees to pay Consultant $175 an hour for services
rendered pursuant to paragraph (1) above. The hourly fee can be paid in shares
of Clients common stock valued at $.20 per shares with 10 days of the Company's
receipt of an invoice setting forth the services provided by Consultant.
c. All shares issued to Consultant pursuant to this Agreement shall be
registered under section S-8 of the Securities and Exchange Act. If Consultant's
shares are deemed restricted under the Act, such shares shall have "piggy back"
registration rights with any registration statement, such statement filed at
such time as Client, in its sole discretion, deems advisable.
4. DUE DILIGENCE
Client shall supply and deliver to Consultant all information as may be
reasonably requested by Consultant to enable Consultant to make an investigation
of the Client and its business prospects, and they shall make available to
Consultant names, addresses, and telephone numbers as Consultant may need to
verify or substantiate any such information provided.
5. BEST EFFORTS BASIS
Consultant agrees that it will at all times faithfully, to the best of its
experience, ability and talents, perform all the duties that may be required of
and from Consultant pursuant to the terms of this Agreement. Consultant does not
guarantee that its efforts will have any impact on the Clients' business or that
any subsequent financial improvement will result from Consultants' efforts.
Client understands and acknowledges that the success or failure of Consultants'
efforts will be predicated on the Clients' assets and operating results.
6. INDEPENDENT LEGAL AND FINANCIAL ADVICE
Consultant is not a law firm; neither is it an accounting firm. Consultant does,
however, employ professionals in those capacities to better enable Consultant to
provide consulting services. Client represent that they have not nor will they
construe any of the Consultants' representations to be statements of law. Each
entity has and will continue to seek the independent advice of legal and
financial counsel regarding all material aspects of the transactions
contemplated by this Agreement, including the review of all documents provided
by Consultant to Client and all opportunities Consultant introduces to Client.
7. MISCELLANEOUS
a. The execution and performance of this Agreement has been duly authorized by
all requisite individual or corporate actions and approvals and is free of
conflict or violation of any other individual or corporate actions and approvals
entered into jointly and severally by the parties hereto. This Agreement
represents the entire Agreement between the parties hereto, and supersedes any
prior agreements with regards to the subject matter hereof. This Agreement may
be executed in any number of facsimile counterparts with the aggregate of the
counterparts
2
together constituting one and the same instrument. This Agreement constitutes a
valid and binding obligation of the parties hereto and their successors, heirs
and assigns and may only be assigned or amended by written consent from the
other party.
b. No term of this Agreement shall be considered waived and no breach excused by
either party unless made in writing. In the event that any one or more of the
provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Agreement, and
this Agreement shall be constructed as if it never contained any such invalid,
illegal or unenforceable provisions. From time to time, each party will execute
additional instruments and take such action as may be reasonably requested by
the other party to confirm or perfect title to any property transferred
hereunder or otherwise to carry out the intent and purposes of this Agreement.
c. The validity, interpretation, and performance of this Agreement shall be
governed by the laws of the State of Utah and any dispute arising out of this
Agreement shall be brought in a court of competent jurisdiction in Salt Lake
County, Utah. If any action is brought to enforce or interpret the provisions of
this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees, court costs, and other costs incurred in proceeding with the
action from the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date herein
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
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MODERN MEDICAL MODALITIES CORPORATION
/s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx, Vice President
