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EXHIBIT 10.10
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of the 9th
day of December, 2000, (the "Effective Date"), by and between Xxxxxxx Xxxx, an
individual ("Good") and XXXXXXXXXXXXXX.XXX, INC., a Florida corporation ("PVY").
WITNESSETH:
WHEREAS, PVY is a corporation whose shareholders are primarily
practicing veterinarians and other veterinary and pet care professionals, and
that provides a number of products and services to its veterinary shareholders
and other veterinary professionals as part of its business; and
WHEREAS, PVY has entered into an agreement with Veterinary Products,
Inc. ("VPI") dated on or about the date hereof (the "VPI Agreement") pursuant to
which VPI, a national cooperative veterinary buying group will sell veterinary
services and products to PVY's shareholders; and
WHEREAS, Pinnacle Pet Supply, Inc. ("Pinnacle") engages in the business
of providing billing and management services for VPI; and
WHEREAS, Good is a shareholder, director and officer of VPI and
Pinnacle and desires in his capacity as such to use his best efforts to further
the purposes of the VPI Agreement; and
WHEREAS, Good and PVY have agreed that it is mutually beneficial for
PVY and Good to enter into this agreement to facilitate the purposes of the
parties as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises set forth herein, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. PVY REPRESENTATION ON BOARD OF DIRECTORS. Good agrees as a
shareholder and director of VPI and Pinnacle to use his best efforts to ensure
that Xxxxxxx Xxxxxx, D.V.M. is elected as a voting member of the Board of
Directors of VPI and a voting member of the Board of Directors of Pinnacle from
the Effective Date of this Agreement, and for the term of, the VPI Agreement.
2. AMENDMENT TO MANAGEMENT AGREEMENT. Good further agrees as a
shareholder, director and officer of VPI and Pinnacle to use his best efforts to
amend that certain Management Agreement between VPI and Pinnacle dated May 1,
1997 as follows:
(a) to amend Section 1 to extend the term of the contract
to April 30, 2004; and
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(b) to amend Section 4 to extend the payment date
necessary for VPI to avoid interest penalties from 15 days to 30 days.
3. EQUITABLE RELIEF. Good acknowledges that in the event of his
breach of any of the provisions in this Agreement, monetary damages and other
legal remedies will be inadequate relief for PVY. Accordingly, Good agrees that
PVY shall have the right to seek equitable relief in such event, on both its own
behalf and that of Xxxxxxx Xxxxxx, D.V.M., including, without limitation,
injunctive relief compelling Good to specifically perform his obligations
hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
XXXXXXXXXXXXXX.XXX, INC.
/s/ Xxxxxxx Xxxx By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxxx Xxxx Xxxxx X. Xxxxxxxxx, President
("Good") ("PVY")
