Exhibit 4:
AGREEMENT
BY AND BETWEEN
XXXXX & FRAADE, P.C.,
XXXXXXXXX X. XXXXX,
XXXX X. XXXXXX
AND
CYBERCARE, INC.
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This Agreement is entered into as of the 4th day of December, 2002 by and
between Xxxxx & Fraade, P.C. (the "Law Firm"), a law firm, and Xxxxxxxxx X.
Xxxxx and Xxxx X. Xxxxxx (the "Attorneys"), all located at 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Tel: 000-000-0000, Fax: 000-000-0000 and CyberCare,
Inc. (the "Company"), a Florida corporation with its principal offices located
at 0000 Xxxxxxx Xxxxx Xx., Xxxxxxx Xxxxx, XX, Tel: (000) 000-0000, Fax: (561)
000-0000.
W I T N E S S E T H
--------------------
WHEREAS, the Company acknowledges that the Law Firm has rendered
substantial professional and paraprofessional services from on or approximately
September 26, 2002 through the date of this Agreement, and it is contemplated
will continue to render substantial professional and paraprofessional services
after the date of this Agreement;
WHEREAS, the Company acknowledges that the Law Firm has outstanding fees
due from the Company for services rendered through October 31, 2002, (the
"Outstanding Amount"), and has continued to render professional and
paraprofessional services after October 31, 2002;
WHEREAS, the Outstanding Amount has remained unpaid;
WHEREAS, the Company has requested that the Attorneys continue to render
legal services to the Company;
WHEREAS, the parties hereto have agreed that 1,000,000 shares of the
Company's common stock (the "Common Stock") will be issued to each of Xxxx X.
Xxxxxx and Xxxxxxxxx X. Xxxxx, for an aggregate amount to be issued of 2,000,000
shares of the Company's common stock to the Attorneys, as compensation for
professional and paraprofessional services rendered and to be rendered; and
WHEREAS, the parties hereto have agreed that the Company will issue the
Common Stock to induce the Attorneys to continue the rendering of professional
and paraprofessional services for the Company;
NOW THEREFORE, in consideration of the mutual covenants of the parties
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which are hereinafter set forth and for other good and valuable consideration,
receipt of which is hereby acknowledged,
IT IS AGREED:
1. In satisfaction of the Outstanding Amount and for the services rendered
and to be rendered after October 31, 2002, the Attorneys agree to accept and the
Company agrees to issue to the Attorneys 2,000,000 shares of the Company's
common stock which Shares shall be registered by the Company in a Form S-8
Registration Statement with the Securities and Exchange Commission.
2. The Board of Directors of the Company has voted to approve the terms
contained herein including, but not limited to, the issuance of 2,000,000 shares
of the Company to the Attorneys. Such approval shall be evidenced by a
certified copy of the Resolution authorizing this Agreement, a copy of which is
annexed hereto as Exhibit "A".
3. The Attorneys shall have the right to sell any portion or all of the
Common Stock, at any time, in the Attorneys' sole and absolute discretion. The
net amount received from all sales of the Common Stock (after all costs
including but not limited to commissions and fees) shall be credited to bills to
the Company for services rendered or to be rendered.
4. This Agreement may not be changed, modified, extended, terminated, or
discharged orally, but only by an agreement in writing, signed by all of the
parties to this Agreement.
5. The parties agree to execute any and all such other and further
instruments and documents, and to take any and all such further actions which
are reasonably required to consummate, evidence, confirm or effectuate this
Agreement and the intents and purposes hereof.
6. Except as otherwise expressly provided herein, no waiver of any covenant,
condition, or provision of this Agreement shall be deemed to have been made
unless expressly in writing and signed by the party against whom such waiver is
charged; and (i) the failure of any party to insist in any one or more cases
upon the performance of any of the provisions, covenants or conditions of this
Agreement or to exercise any option herein contained shall not be construed as a
waiver or relinquishment for the future of any such provisions, covenants or
conditions, (ii) the acceptance of performance of anything required by this
Agreement to be performed with knowledge of the breach or failure of a covenant,
condition or provision hereof shall not be deemed a waiver of such breach or
failure, and (iii) no waiver by any party of one breach by another party shall
be construed as a waiver with respect to any other or subsequent breach of this
Agreement.
7. This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior representations,
agreements and understandings. This Agreement shall be binding upon each of us,
and upon our heirs, executors, successors and assigns.
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IN WITNESS WHEREOF, the parties have caused this instrument to be executed as of
the day and year first above written.
CyberCare, Inc.
By: /s/ Xxxxxx Xxxxxx Xxxxx
--------------------------------
Title: President, Chairman and CEO
/s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx
/s/ Xxxx X. Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx
Xxxxx & Fraade, P.C.
By: /s/ Xxxxxxxxx X. Xxxxx
---------------------------------
Xxxxxxxxx X. Xxxxx, President
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