COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT (this "Agreement"), dated as of the 1st day
of May, 1997, is by and between uPACS, L.L.C., a New Jersey limited liability
company (the "LLC"), XXXXXX XXXXXXX, INC., a New York corporation ("Xxxxxx
Xxxxxxx") and XXXX XXXXXX, an individual with an address c/o Xxxxxx Xxxxxxx, 000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 ("Sycoff").
WHEREAS, Xxxxxx Xxxxxxx and Xxxxxx have been instrumental in
finding an investor for the LLC; and
WHEREAS, the LLC proposes to compensate Xxxxxx Xxxxxxx and
Sycoff for services to the LLC;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties to this Agreement agree as follows:
1. Payment of Commission. The LLC hereby agrees to pay to
Xxxxxx Xxxxxxx a commission equal to ten percent (10%) of the aggregate amount
that Xxxxx Xxxxxxxx contributes as an initial capital contribution to the LLC
which amount shall be payable to Xxxxxx Xxxxxxx within ten (10) days from the
date that the LLC receives each of the initial capital contributions from Xxxxx
Xxxxxxxx.
2. Payment of Expenses. The LLC hereby agrees to pay to Xxxxxx
Xxxxxxx and amount equal to three percent (3%) of the aggregate amount that
Xxxxx Xxxxxxxx contributes to the LLC which amount shall be payable to Xxxxxx
Xxxxxxx within ten (10) days from the date that the LLC receives one or more
capital contributions from Xxxxx Xxxxxxxx, in consideration of Xxxxxx Xxxxxxx'x
expenses of effecting the location of funding for the LLC and its review of all
related documents.
3. Royalties. During the Term of the License and Services
Agreement between Base Ten Systems, Inc. ("Base Ten") and the LLC dated as of
May 1, 1997 (the "Services Agreement") and after such time as Xxxxx Xxxxxxxx has
received 150% of his initial capital contribution to the LLC, the LLC shall pay
to Sycoff and amount equal to 37% of "Royalties" (as defined in the Services
Agreement).
4. Miscellaneous.
(a) Expenses of the LLC. All payments under this
Agreement are expenses of the LLC and therefore do not make Xxxxxx Xxxxxxx or
Xxxxxx members of the LLC.
(b) Notices. All notices required or permitted to be
given hereunder shall be in writing and shall be mailed by registered or
certified mail, return receipt requested, addressed to the party to whom such
notice is required or permitted to be given or to such other person or address
as may be designated by notice given in accordance with this Section 4(b). All
notices shall be deemed to have been given when mailed.
(c) Assignment. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties
hereto; provided, however, that no party may transfer or assign its rights or
delegate its performance hereunder without the prior written consent of the
other party. This Agreement shall be for the sole benefit of the parties and
their respective successors and assigns, and shall not be construed to provide
any benefits to any third parties.
(d) Entire Agreement. This Agreement constitutes the
entire agreement and sets forth the entire understanding of the parties with
respect to the subject matter hereof, supersedes all prior agreements,
covenants, arrangements, letters, communications, representations or warranties,
whether oral or written, by any officer, employee or representative of any
party, and may not be modified, amended or terminated except by mutual consent
of the parties by a written agreement specifically referring to this Agreement
and signed by the parties.
(e) Governing Law. This Agreement shall be governed by
and construed in accordance with internal laws of the State of New Jersey
applicable to contracts made and to be performed therein.
(f) Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed and original, but all of
which taken together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
uPACS, L.L.C.
By Base Ten Systems, Inc., a Member
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
XXXXXX XXXXXXX, INC.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
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XXXXXX XXXXXX
