[Letterhead of On The Go Healthcare, Inc]
July 12, 2002
Xxxxxxx Xxxxx & Xxxxxx
000 XXXXXXX XXXXXX
Xxx Xxxx, Xxx Xxxx 00000
TELEPHONE (000) 000-0000
FACSIMILE: (000) 000-0000
Re: Letter Agreement As to Payment of Services Previously Rendered
Dear Xx. Xxxxxx:
This letter agreement (the "Agreement") sets forth our understanding whereby
On The Go Healthcare, Inc. ("OTG") has agreed to issue to Xxxxxxx Xxxxx &
Xxxxxx (the "Firm") One Hundred and Twenty Five Thousand (125,000) shares of
OTG common stock (the "Shares") in lieu of cash payment for legal services
previously rendered to OTG by the Firm.
The Shares shall be registered on Form S-8 with the Securities and Exchange
Commission (the "Registration Statement").
By signing this Agreement below, Xxxx acknowledges and agrees that the amount
set forth above includes payment for the preparation and filing of the Form S-8
registration statement in which the Shares being delivered to the Firm as set
forth herein are covered.
OTG acknowledges and agrees that the Firm, has at all times rendered good,
adequate and legally sufficient services for OTG, and has performed in
accordance with the requests of OTG in a timely, competent and professional
manner, and that OTG has no claims against the Firm.
By signing this Agreement, OTG, hereby acknowledge that they are entering into
and signing this Agreement of their own free will, and that we have been advised
to seek independent legal counsel prior to entering into and performing any
aspect of this Agreement. In particular, we acknowledges our understanding that
the issuance of shares in a corporation to legal counsel which will continue to
provide legal services for such corporation may create actual conflicts of
interest in the future, and may potentially render the continued provision of
legal services to such corporation impracticable or improper under certain
situations. We acknowledge that they have either obtained such independent
counsel, or voluntarily waived the right to do so after being advised to by a
representative of the Firm.
This Agreement is made in Canada and shall be governed by and construed in
accordance with the internal laws of the Province of Ontario applicable to the
enforcement and operation of such instruments within this Province, without
giving effect to principles of conflicts of law applied thereby.
The provisions of this Agreement are severable, and if any one or more
provisions is determined to be illegal, indefinite, invalid or otherwise
unenforceable, in whole or in part, by any court of competent jurisdiction,
then the remaining provisions of this Agreement and any partially unenforceable
provisions to the extent enforceable in the pertinent jurisdiction, shall
continue in full force and effect and shall be binding and enforceable on the
parties.
This letter memorializes in writing the agreement made with OTG and the Firm.
If this letter correctly sets forth your understanding and agreement with
respect to the matters mentioned above, please execute and return one copy of
this Agreement to the undersigned via facsimile and U.S. Mail and we will
forward the certificates evidencing the issuance of the Shares at our
earliest convenience.
Very truly yours,
On The Go Healthcare, Inc
/s/Xxxxxx Xxxx
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Xxxxxx Xxxx
President
The undersigned xxxxxx confirms and agrees that this letter, effective as of
July 12, 2002, sets forth our complete understanding and agreement with
On The Go Healthcare, Inc
Xxxxxxx Xxxxx & Xxxxxx
By: /s/Xxxxxxx Xxxxxx
---------------------------
Xxxxxxx Xxxxxx
