EXHIBIT 10(a)
VISUAL DATA CORPORATION
0000 XX 00 Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
October 28, 1997
Xx. Xxxxxx Xxxxx
0000 Xxxxxxxx Xxxxxx
#00X
Xxxx Xxx, XX 00000
Re: Stock Compensation Agreement
Dear Xxxxxx:
Formalizing our earlier discussions this Stock Compensation Agreement is to
acknowledge and confirm the terms of our consulting agreement with you as
follows:
1. APPOINTMENT. Visual Data Corporation (the "Company") hereby engages Xxxxxx
Xxxxx ("Xxxxx") and Xxxxx hereby agrees to render services to the Company as an
outside consultant.
2. DUTIES. During the term of this Agreement Xxxxx shall provide advice to,
undertake for and consult with the Company concerning its CareView(TM) library
(the "Services") as may be requested by the Company from time to time.
3. TERM. The term of this Consulting Agreement shall commence on the date
hereof and terminate at such time as the Services have been rendered to the
satisfaction of the Company.
4. COMPENSATION. As compensation for the Services hereunder, Xxxxx shall be
issued an aggregate of 20,000 shares of Common Stock, $.0001 par value of the
Company (the "Shares") as follows: (i) 10,000 shares upon the execution of this
Agreement, (ii) 5,000 shares on January 1, 1998 and (iii) the remaining 5,000
shares on April 1, 1998. Within a reasonable time after the execution of this
Agreement, the Company shall, at its expense, register the Shares with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
5. CONFIDENTIALITY. Xxxxx will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Xxxxx in the course of
performing the Services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications).
Xx. Xxxxxx Xxxxx
October 28, 1997
page 2
6. INDEPENDENT CONTRACTOR. Xxxxx and the Company hereby acknowledge that Xxxxx
is an independent contractor as of the date of this Agreement.
7. MISCELLANEOUS. This Stock Compensation Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Stock Compensation Agreement cannot be modified or
changed, nor can any of its provisions be waived, except by written agreement
signed by all parties. This Stock Compensation Agreement shall be governed by
the laws of the State of Florida. In the event of any dispute as to the terms of
this Stock Compensation Agreement, the prevailing party in any litigation shall
be entitled to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding by
signing the enclosed copy of this letter where provided and returning it to us
at your earliest convenience.
Very truly yours,
Xxxxx X. Xxxxxx, President
ACCEPTED AND AGREED TO as
of the 28th day of October, 1997.
--------------------------------
Xxxxxx Xxxxx
