XXXX XXXXXXX
0 XXXXXX XXXXX
XXXXXXX XXXX, XXX XXXXXX 00000
----------------
June 12, 1997
Xx. Xxxxx X. Xxxxx
CompScript, Inc.
0000 Xxxxxx Xxxxx Xxxxxxx X.X.
Xxxxx X
Xxxx Xxxxx, Xxxxxxx 00000
RE: CONSULTING AGREEMENT
Gentlemen:
Formalizing our earlier discussions this is to acknowledge and confirm
the terms of our Consulting Agreement ("Consulting Agreement") as follows:
1. APPOINTMENT OF XXXX XXXXXXX. CompScript, Inc. (the "Company") hereby
engages Xxxx Xxxxxxx ("Xxxxxxx") and Xxxxxxx hereby agrees to render services to
the Company as a management consultant and advisor.
2. DUTIES. During the term of this Agreement Xxxxxxx shall provide
advice to, undertake for and consult with the Company concerning marketing,
strategic planning, and investor relations.
3. TERM. The term of this Consulting Agreement shall be for a twelve
(12) period commencing on the date hereof.
4. COMPENSATION.
As compensation for his services hereunder, Xxxxxxx shall be issued
options to purchase 50,000 shares of Common Stock, $.0001 par value (the
"Shares") at $5.00 per share. The options expire June 1, 1998 and are
exercisable in 10,000 increments.
5. SHARE RESTRICTION. Appropriate investment restrictions shall be
noted against the Shares upon issuance.
6. EXPENSES. Xxxxxxx shall be entitled to reimbursement by the Company
of such reasonable out-of-pocket expenses as Xxxxxxx may incur in performing
services under this Consulting Agreement. Any expenses shall be approved in
advance with the Company.
Xx. Xxxxx X. Xxxxx
June 12, 1997
Page 2
7. REGISTRATION. The Company agrees to provide Xxxxxxx with
registration rights at the Company's cost and expense and include the Shares in
a registration statement to be filed by the Company with the Securities and
Exchange Commission within the proximate future.
8. CONFIDENTIALITY. Xxxxxxx 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 Xxxxxxx in the course of its
performing 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).
9. INDEPENDENT CONTRACTOR. Xxxxxxx and the Company hereby acknowledge
that Xxxxxxx is an independent contractor. Xxxxxxx shall not hold itself out as,
nor shall it take any action from which others might infer, that it is a partner
of, agent of or a joint venturer of the Company.
10. MISCELLANEOUS. This Consulting 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 Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Florida. In the event of any dispute as to the terms of this Consulting
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,
/S/ XXXX XXXXXXX
------------------------
XXXX XXXXXXX
ACCEPTED AND AGREED TO as
of the 24th day of June, 1997.
COMPSCRIPT, INC.
By: /S/ XXXXX X. XXXXX
---------------------------
Xxxxx X. Xxxxx, President
