EXHIBIT 7
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made as of this 28th day
of January, 1999 by Fuisz Technologies, Ltd. a Delaware corporation with its
principal place of business at 14555 Avion at Xxxxxxxx, Xxxxxxxxx, Xxxxxxxx,
00000 (the "Company"), and Xxxxxxx X. Xxxxxxxx, at X.X. Xxx 000000, Xxxxxxxx,
Xxxxxxxx 00000 (the "Consultant").
WHEREAS, the Consultant resigned as an employee of the Company effective
June 30, 1999;
WHEREAS, the Company desires to retain Consultant to provide additional
services to the Company; and,
WHEREAS, the Consultant desires to provide the Company with consulting
services.
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Parties hereto, the
Parties agree as follows:
1. TERM. Company shall retain Consultant for the period beginning July 1,
1999 and terminating on October 19, 2000 unless otherwise extended by mutual
agreement between the Parties.
2. COMPETITION AND BENEFITS. During the term of this Agreement, the
Company shall provide Consultant with all of the compensation and benefits
specified and defined in Section 5.3 of the Consultant's Employment Agreement
with the Company ("Employment Agreement") which is incorporated herein and
which is attached hereto as Exhibit A. Said compensation and benefits shall
include, among other things, salary, bonuses, life, disability, accident and
health insurance, all fringe benefits awarded by the Company and
reimbursement of all expenses incurred in connection with this Agreement.
3. DISPUTE RESOLUTION. Any dispute, controversy, claim or disagreement
arising out of or relating to this Agreement in any way shall be conclusively
settled by arbitration to be held in the State of Virginia in accordance with
the procedural rules of the American Arbitration Association. Judgement upon
the decision and award of the arbitrator(s) may be entered in any court
having jurisdiction thereof. In addition, the parties agree that the
arbitrator(s) shall have the exclusive power to consider and issue requests
for injunctive relief to prevent any breach of this Agreement or to enforce
specifically the terms and provisions of this Agreement. The costs,
attorney's fees and expenses of such arbitration that are incurred by the
prevailing party shall be awarded by the arbitrator to the prevailing party.
4. NON-EXCLUSIVE SERVICES. The Parties agree that the Consultant shall be
entitled to pursue other business activities during the term of this
Agreement and that this is a non-exclusive Agreement.
5. NON-COMPETE. Notwithstanding the one year non-compete provisions
specified in Exhibit A, the Parties hereby acknowledge and agree that said
provisions shall not apply to any business activities undertaken by
Consultant relating to or involving the Fuisz Drugstore or any other internet
business.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of both Parties and their respective successors and assigns,
including any corporation or business entity with which or into which the
Company may be merged or which may succeed to its assets or business.
7. NOTICES. All notices required or necessary under this Agreement shall
be in writing and shall be deemed effective upon personal delivery or
confirmed facsimile delivery to the respective Parties as follows:
If to the Company: Fuisz Technologies Ltd.
14555 Avion at Xxxxxxxx
Xxxxxxxxx, Xxxxxxxx, 00000
(000) 000-0000
If to Consultant: Xxxxxxx X. Xxxxxxxx
X.X. Xxx 000000
Xxxxxxxx, Xxxxxxxx 00000
(000) 000-0000
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the day and year set forth above.
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx XxXxx
----------------------- ------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxxx XxXxx
Consultant President
Fuisz Technologies, Ltd.
/s/ Xxxxxxx Xxxxx
------------------------
Xxxxxxx Xxxxx
Chairman
Fuisz Technologies, Ltd.
EXHIBIT 7
June 25, 1999
Xxxxxxx X. Xxxxx, M.D.
Chief Executive Officer
Fuisz Technologies Ltd.
14555 Avion at Xxxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
RE: CONSULTING AGREEMENT
Dear Xxxxxxx:
This letter, upon your execution and return, will confirm our agreement
regarding my role as consultant to Fuisz Technologies Ltd. (the "Company").
The understandings set forth herein supplement and modify the consulting
agreement, effective July 1, 1999, between the Company and myself (the
"Consulting Agreement").
1. In addition to the services to be performed by me under the
Consulting Agreement, I hereby agree to act as Acting Chief Financial
Officer of the Company from and after July 1, 1999, until such time
as I am notified in writing by the Chief Executive Officer of the
Company that my services as Acting Chief Financial Officer are no
longer needed.
2. Except as provided in the next paragraph, the termination of my
services as Acting Chief Financial Officer of the Company (as provided
in the previous paragraph) shall have no effect upon the terms and
conditions of the Consulting Agreement, which shall continue in full
force and effect and unaffected thereby.
3. In consideration of my agreeing to act as Acting Chief Financial
Officer of the Company, upon termination of such role as provided
above, the term of the Consulting Agreement shall be extended by such
number of whole months, rounded up, that I will have served as Acting
Chief Financial Officer of the Company. In addition, I will be paid
once monthly in advance instead of twice per month as originally
stipulated in the Consulting Agreement.
If the foregoing accurately reflects our understanding, please so
indicate by signing, dating and returning the enclosed copy of this letter to
me.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxxx
Accepted and Agreed to
this ____ day of June 1999
FUISZ TECHNOLOGIES LTD.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------
Xxxxxxx X. Xxxxx, M.D.
Chief Executive Officer
