EXHIBIT 10.02
BUSINESS CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, made as of this 1st day of June, 1996, by and
between Ephraim Group, 0000 Xxxxxxxx Xx., Xxxx Xxxxx, Xxxxxxx 00000 ,
(hereinafter referred to as "Consultant"), and Wasatch Pharmaceutical Inc.,
("WAPM"), 000 Xxxx 0000 Xxxxx, Xxxxxxx, XX, 00000, a Utah corporation,
(hereinafter referred to as "Company"),
WITNESSETH
RECITALS
WHEREAS, the Company desires to obtain consulting services in the field
of health care, public markets and investor public relations and;
WHEREAS, the Company desires to obtain the benefit of the services
Consultant as a financial and business advisor and consultant and in
connection with its business operations, development of products and markets,
joint ventures, mergers, acquisitions or other business and finance
transaction of a similar nature; and
WHEREAS, the is engaged in the development of Skin Fresh methodology for
the treatment of cystic acne, eczema, psoriasis, contact dermatitis, and other
less serious skin disorders, and;
WHEREAS, the Company is seeking to become a public company, and;
WHEREAS, Consultant desires to render such services to the Company;
WHEREAS, Consultant is experienced in the field of health care, any
investor public relations and is well acquainted with security and investment
analysts who concentrate on small emerging growth companies;
NOW THEREFORE, in consideration of the premises the mutual promises and
covenants as herein contained, the parties, (WAPM and Ephraim), have agreed as
follows:
CONDITIONS
1. SERVICES
The services to be rendered by Consultant shall consist of financial and
business advice to the Company which shall include, but not be limited to the
following:
(a) Assisting in securing market makers and listing on recognized
securities markets in the United States including the NASD Bulletin Board,
NASDAQ and other national securities exchanges.
(b) Promoting the interests of the Company and its products and
assisting in widening the shareholder base of the Company.
(c) Assisting in securing treasury funding including private and
public offerings for the Company in order to finance its business plans.
(d) Locating opportunities for mergers, acquisitions, joint ventures,
and other similar business ventures involving the Company.
(e) Locating potential business opportunities and expansion of the
Company's markets in the United States.
Consultant shall have the sole discretion as to the, manner, and place
in which said advice shall be given, and shall at no time be under any
obligation whatsoever to render a written opinion or report in connection with
any advice it may give to the Company. Consultant shall devote to the Company
such time as Consultant may deem necessary, and that amount of time reasonably
requested by the Company, and shall not by this agreement be prevented or
barred from rendering services of the same or similar nature, as herein
described, or services of any nature whatsoever for or on behalf of persons,
firms, or corporations other than the Company, except persons, firms, or
corporations that compete with the Company, unless the Consultant receives
prior written approval by the Company.
2. TERM
This Agreement shall remain in full force and effect for an initial
period of twenty-four(24) months from the date hereof with an option to extend
the terms and conditions hereof for an additional six (6) months upon written
notice by WAPM to EPHRAIM at least ten (10) business days prior to the end of
the initial twenty-four (24) months at the address first written hereinabove.
This agreement will not be exclusive to or from either party.
3. COMPENSATION
(a) In consideration of the services to be performed by EPHRAIM for
WAPM, and by way of full compensation to EPHRAIM, WAPM agrees to issue in the
name of EPHRAIM options to purchase WAPM common shares in the amount and
prices listed below:
200,000 WAPM shares at $0.75 per share
200,000 WAPM shares at $1.50 per share
WAPM further agrees to register with the Securities and Company Exchange
Commission all stocks, options and their underlying common stocks, as soon as
WAPM is cleared for trading by the NASD. WAPM form will file with the SEC the
appropriate registration statement to cover shares to be purchased in stages
or as a group at EPHRAIM's sole option. These options will remain execrable
for a period of three (3) years.
(b) The Company, as compensation to Consultant for Services shall pay
to the Consultant a monthly retainer of $3,000.00 per month and communication
expenses not to exceed $1,000.00 per month unless the Consultant receives
prior written permission from the Company. The Company shall not be required
to otherwise reimburse consultant for any out-of-pocket disbursements and
expenses that it may reasonably incur in connection with Services rendered.
(c) 400,000 144 shares in WAPM stock at a cost base of $.01 per share.
To be issued prior to WAPM stock trading on an exchange.
4. RELATIONSHIP OF PARTIES
(a) EPHRAIM , which shall include all of its employees, is an
independent contractor and not an employee of WAPM, and as such no
employer/employee directly relationship has been created by this agreement,
and all documents or items to be released by EPHRAIM shall first be approved
by WAPM and WAPM legal counsel. EPHRAIM assumes no liability for the
statements contained in any press releases which had been previously approved
by WAPM. EPHRAIM will report the shares received hereunder as compensation
due under this Agreement and will advise WAPM as to the value of those shares
and shall pay any applicable taxes thereon.
(b) WAPM agrees to indemnify and hold harmless EPHRAIM for
misstatements in all literature released or distributed by EPHRAIM provided
WAPM previously approved same prior to their release.
5. CONFIDENTIALITY.
EPHRAIM agrees not to disclose any WAPM Confidential Information and to
take all reasonable precautions to prevent unauthorized dissemination of any
Confidential Information gained during and after this Agreement. EPHRAIM
agrees not to use any WAPM Confidential Information for its own benefit of for
the benefit of anyone other than WAPM. WAPM Confidential Information means
information relating to the research, development, products, methods of
manufacture, trade secrets, business plans, customers, finances, and personnel
data related to the business affairs of WAPM. Confidential Information does
not include any information: (a) which EPHRAIM knew before WAPM disclosed it;
(b) which has become publicly known through no wrongful act of EPHRAIM; or
which EPHRAIM developed independently as evidenced independently as evidenced
by appropriate documentation.
6. NON-COMPETITION
To induce the Company to enter into this Agreement, Consultant hereby
covenants and agrees to the terms and conditions of the restrictive covenants
set forth herein which are included to prevent the appropriation by Consultant
of the value inherent in the Company's business.
(a) Consultant covenants and agrees that during the term of this
Agreement Consultant shall not or indirectly for his own account or either, as
agent, servant, or employee, or as a shareholder of any corporation or member
of any firm, own, manage, operate, join, control, be employed by, or
participate in the ownership, management, operation, or control of any
individual, entity, or business that conducts a business that is now directly
or indirectly in competition with the Company.
7. NON-SALE PROVISION.
The parties hereto, (WAPM and EPHRAIM), hereby represent to the other
that the services contracted for and to be rendered hereunder do not involve,
or are not in any way, connected to the offer or sale of securities in any
capital raising transaction.
8. GOVERNING LAWS.
This Agreement shall be interpreted and governed by the laws of the
state of Florida.
9. NOTICES.
All notices to be delivered hereunder shall be deemed given if addressed
to the parties at the addresses first set forth above.
10. TERMINATION.
(a) Termination shall occur at the conclusion of the time specified
above, or in the event this Agreement or performance hereunder shall
contravene public policy, or constitute a material violation of any law or
regulation of any federal or state government agency, or either party becomes
insolvent, or is adjucated bankrupted, or seeks the protection of any
provision of the National Bankruptcy Act, or either party is enjoined, or
consents to, any order relating to any violation of any state or federal
securities law, then this Agreement shall be terminated, and be deemed null
and void upon such termination; neither party shall be obligated hereunder and
neither party shall have any further liability to the other.
(b) Either party may terminate this Agreement upon breach by the
other party of any material provisions of this Agreement.
11. ARBITRATION
Any controversy or claim arising out of or related to this Agreement
shall be settled by arbitration in accordance with the rules and under the
auspices of the American Arbitration Association: and any arbitration shall be
conducted in the Palm Beach County, Florida. Any findings of the arbitration
will be final and enforceable in state and or federal court.
12. RESIDENCY
EPHRAIM GROUP anticipates incorporation in the state of Florida.
13. ENTIRE AGREEMENT; MODIFICATION.
(a) This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior negotiations, understandings, agreements, arrangements, and
understandings, both oral and written, among the parties hereto with respect
to such subject matter.
(b) AMENDMENT
This Agreement may not be amended or modified in any respect, except by
the mutual written agreement of the parties hereto.
(c) WAIVERS AND REMEDIES
The waiver by any of the parties hereto of any other party's prompt and
complete performance, or breach or violation, of any provision of this
Agreement shall not operate nor be construed as a waiver of any subsequent
breach or violation, and the waiver by any of the parties hereto to exercise
any right or remedy which it may possess hereunder shall not operate nor be
construed as a bar to the exercise of such right or remedy by such party upon
the occurrence of any subsequent breach or violation.
(d) SEVERABILITY
The invalidity of any one or more of the words, phrases, sentences,
clauses, sections, or subsections contained in the Agreement shall not effect
the enforceability of the remaining portions of this Agreement or any part
hereof, all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the words, phrases, sentences,
clauses, sections, or subsections contained in this Agreement shall be
declared invalid by a court of competent jurisdiction, this Agreement shall be
construed as if such invalid word or words, phrase or phrases, sentence or
sentences, clause or clauses, section or sections, or subsection or
subsections had not been inserted.
14. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, all of which
together shall constitute only one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
signed and their respective seals to be hereunto affixed the day and year
above written.
AGREED AND ACCEPTED THIS 1st DAY OF JUNE, 1996.
WASATCH PHARMACEUTICAL, INC.
/S/ Xxxx Xxxxxx
President, Chief Executive & Director
EPHRAIM GROUP
/S/ Xxx X. Xxxxxx
President, Chief Executive & Director
ADDENDUM TO AGREEMENT BETWEEN
EPHRAIM GROUP AND WASATCH PHARMACEUTICAL, INC.
DATED JULY 1, 1996
It is agreed between the parties that monthly payments for consulting
fees as outlined in the agreement shall be considered an advance against
future earnings from the sale of Wasatch Pharmaceutical stock to be paid back
to Wasatch no later than three years from the date of this agreement. If the
business of Wasatch is not successful and this lack of performance keep the
market value of the stock below $5 per share for at least one year of the
three years, or if Wasatch files for bankruptcy, then Ephraim Group has no
obligation to repay the consulting fees. Payments for consulting and expenses
will be paid to Ephraim Group monthly if funds are available. If funds are
not available, then the obligation will accrue and will be paid current as
soon as funds are available.
It is agreed and understood by both parties, that the 144 stock issued
to Xxx Xxxxxx and Xxx Xxxxxx for services rendered shall be held for a period
of two years, and that this holding period shall, in no way, be circumvented
by any means available within the laws of the SEC unless written permission is
granted by authorized officers of Wasatch Pharmaceutical, Inc.
By receiving shares from Wasatch Pharmaceutical, Inc., Ephraim Group and
its principles Xxxxx Xxxxxx and Xxx Xxxxxx agree to provide sufficient market
makers to qualify for trading on NASDAQ; and further agree to protect the
integrity of Wasatch securities,, and its reputation within the securities
industry, to operate within the SEC rules and regulations, to not misrepresent
the company, and to honor all other responsibilities as already outlined in
the full agreement. Failure to perform these functions, to the best of their
ability, shall cause all stocks issued in their name to be returned to Wasatch
Pharmaceutical, Inc. Both parties agree that such action shall be determined
by a nationally recognized arbitration mediator selected by Wasatch
Pharmaceutical, Inc., with which there has been no prior business contacts
made.
Under the COMPENSATION section on page 3 of the contract, the options
are changed as follows:
400,000 WAPM shares at $.25 per share
400,000 WAPM shares at $.50 per share
400,000 WAPM shares at $.625 per share
This ADDENDUM is agreed and accepted by the parties signing below.
WASATCH PHARMACEUTICAL, INC. EPHRAIM GROUP
/S/ Xxxx X. Xxxxxx, President /S/ Xxx X. Xxxxxx, President
