Exhibit 10.18
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into this 26th day of October
1998, by and between Medical Resources, Inc., a Delaware corporation with its
principal place of business at 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx, xx
behalf of itself and each of its subsidiaries (hereinafter, individually and
collectively, the "Company"), and Xxxxxxx X. Xxxxxxxxx, an individual residing
at 0 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000 (hereinafter, "Executive").
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. EMPLOYMENT. This Agreement is effective as of October 26, 1998 (the
"Effective Date"). As of the Effective Date, the Company hereby
continues to employ Executive, and Executive hereby accepts his/her
continued employment by the Company, upon the terms and conditions set
forth herein and with such title or titles as the Chief Executive
Officer of the Company (the "CEO") and the Company's Board of Directors
(the "Board") shall approve from time to time. Initially, such title
shall be Senior Vice President--Imaging Services.
2. TERM. The term of this Agreement shall commence on the Effective Date
and shall end on the Termination Date as set forth in Section 6 herein;
PROVIDED, HOWEVER, that Executive's obligations pursuant to Sections 5,
7 and 8 herein shall continue in effect on and after the Termination
Date. For purposes of this Agreement, the period commencing on the
Effective Date and ending on the Termination Date as set forth in
Section 6 hereof, shall be referred to as the "Term."
3. COMPENSATION, REIMBURSEMENT.
3.1 BASE SALARY AND BONUS. (a) During the Term of this Agreement, in
consideration for all services rendered by Executive under this
Agreement, the Company shall pay Executive a base salary of $175,000
per annum, subject to increase (but not decrease, without the consent
of Executive) at the discretion of the Company, and payable in
accordance with the Company's payroll practices then in effect (the
"Base Salary").
(b) During the Term of this Agreement, Executive shall be eligible to
participate in the Company's Senior Management Bonus Plan (the "Plan")
for calendar 1998, and for each year thereafter that such a Plan is
established by the Board. Notwithstanding the foregoing, Executive
acknowledges and agrees that his/her annual bonus ("Bonus") shall be
subject to the specific terms and conditions of the Plan as in effect
for each year.
3.2 ADDITIONAL BENEFITS. In addition, during the Term of this
Agreement, Executive shall be entitled to (i) a monthly car allowance
of $400, and (ii) all other benefits of employment which "exempt"
employees of the Company generally receive. All of the additional
benefits described in this Section 3.2 shall hereinafter be referred to
as "Benefits."
3.3 REIMBURSEMENT. Executive shall be reimbursed for all reasonable
"out-of-pocket" business expenses incurred in connection with the
performance of his/her duties under this Agreement in accordance with
the Company's stated policy. The reimbursement of Executive's business
expenses shall be upon presentation to and approval by the Company of
valid receipts and other appropriate documentation for such expenses.
4. SCOPE OF DUTIES.
4.1 ASSIGNMENT OF DUTIES. Executive shall have such duties as may be
assigned to Executive from time to time by the Company's Officer(s) to
whom Executive reports (hereinafter referred to as the "Supervisor")
commensurate with the Executive's experience and responsibilities. The
exercise of the Executive's duties shall be subject to the control,
supervision and direction of the Executive's Supervisor and the CEO (if
they are not the same person).
4.2 EXECUTIVE'S DEVOTION OF TIME. Executive hereby agrees to, (a) use
his/her best efforts, including the highest standards of professional
competence and integrity, in the execution of the duties assigned to
Executive hereunder, (b) devote his/her full business time and effort
in and to his/her employment hereunder, and (c) not engage in any other
business activity during the Term of this Agreement, PROVIDED THAT,
Executive may engage from time to time in such personal investment
activities as do not interfere with his/her day-to-day responsibilities
to the Company.
5. CONFIDENTIAL INFORMATION, OWNERSHIP AND ASSIGNMENT.
5.1 CONFIDENTIAL INFORMATION. Without the prior written consent of the
Company, Executive shall not, at any time either during or subsequent
to his/her employment by the Company, use any "Confidential
Information" (as defined below) for the benefit of anyone other than
the Company, or disclose any Confidential Information to any person or
party; Executive may, however, use or disclose Confidential Information
as required by his/her obligations to the Company or as necessary or
desirable (and for the benefit of the Company) in connection with the
Company's business (but all such permitted uses and disclosures shall
be made under circumstances and conditions reasonably appropriate to
preserve the Confidential Information as the Company's confidential
property). In particular, without limiting the generality of the
foregoing, Executive shall not remove any Confidential Information,
however embodied, from the Company's premises, facilities or place of
business, except as required in the course of employment by the
Company.
The term "Confidential Information" includes all information not
generally known or available to the public or the trade, which is
developed by Executive during his/her employment by the Company, or
which is acquired by Executive from the Company, its other employees,
its suppliers, clients or customers, its agents or consultants, or
others, during his/her employment by the Company, and which relates to
the present or potential businesses, products and services of the
Company, as well as any other information as may
be designated by the Company as confidential. The term Confidential
Information encompasses, but is not limited to, Inventions (as defined
in Section 5.2 below), trade secrets, lists of past or present clients
or customers (which for purposes of this Agreement shall include
referring physicians and referring medical entities such as managed
care organizations), client or consultant contracts, product and/or
service development plans, marketing plans, strategic plans, pricing
policies and strategies, billing and collections information and
procedures, business acquisition plans (including acquisition targets),
computer software, research, accounting data, profit margin data, sales
volume data; may include information contained, for example, in
drawings, models, data, specifications, reports, compilations or
computer programs; and may be in the nature of unwritten knowledge or
technical know-how; but shall not in any event include any information
ascertainable from sources other than the Company unless such sources
have obtained such information subject to or in violation of an
agreement to keep the information confidential.
5.2 OWNERSHIP, DISCLOSURE AND ASSIGNMENT OF INVENTIONS. All inventions
(including without limitation discoveries of new technology and
improvements to existing technology), Confidential Information,
know-how and other developments or improvements conceived or made by
Executive, alone or with others, during the Term of this Agreement,
whether patentable or otherwise (hereinafter collectively
"Inventions"), that are within the scope of the Company's business
operations or that relate to any Company work or project, are the
exclusive property of the Company. Executive agrees to disclose
promptly to the Company any and all Inventions. Executive further
agrees to execute any and all applications, assignments, and other
instruments which the Company shall deem necessary or desirable to
enable the Company to apply for and obtain letters patent of the United
States or of any foreign country, or to otherwise protect the Company's
interests in all Inventions described in the first sentence of this
Section 5.2. The obligations Executive under this Section 5.2 are
continuing and shall survive the termination of Executive's employment
under this Agreement.
5.3 RETURN OF COMPANY DOCUMENTS AND INFORMATION UPON TERMINATION. All
originals, copies, digests and summaries of all written or otherwise
recorded documents, writings, materials, items or information of any
kind, concerning any matters affecting or relating to the Company's
business, products or services, whether or not they contain
Confidential Information, are and shall continue to be the exclusive
property of the Company. Immediately upon the termination of
Executive's employment hereunder for any reason or for no reason,
Executive shall deliver to the Company all of such documents, writings,
materials, items and information then in his/her actual or potential
possession or control.
6. EMPLOYMENT TERMINATION, SEVERANCE AND RELATED.
6.1 TERMINATION OF EMPLOYMENT.
(1) Executive's employment may be terminated by the Company for Cause
(as hereinafter defined), effective upon delivery of written notice to
Executive (without any necessity for prior notice). For purposes of
this Agreement, the term "Cause" shall mean, (a) a material breach by
Executive of any term of this Agreement (other than by reason of or
resulting from any disability or illness on his/her part), or (b) gross
and willful misconduct (including, without limitation, fraud or theft)
on the part of Executive in the performance of his/her duties, or
his/her being convicted of a felony, or (c) Executive becoming
"permanently disabled," which shall mean that the occurrence of a
mental or physical condition has rendered Executive incapable of
performing his/her duties for any period of ninety consecutive days and
such incapacity is confirmed as continuing at the end of such period by
expert medical opinion. "Cause" shall not include unsatisfactory
performance of duties except as expressly provided in this Section
6.1(1). In the event of a termination pursuant to this Section 6.1(1),
the "Termination Date" shall be the date of delivery of the written
notice to Executive.
(2) Executive's employment may be terminated by the Company without
Cause at any time by giving Executive three days prior written notice
of termination. Severance benefits payable to Executive upon
termination of employment pursuant to this Section 6.1(2) are as set
forth in Section 6.2(1) hereof. In the event of a termination pursuant
to this Section 6.1 (2), the "Termination Date" shall be the fourth day
following the delivery of the written notice to Executive.
(3) Executive's employment may be terminated by Executive for Reason
(as hereinafter defined), effective upon delivery of written notice to
the Company (without any necessity for prior notice). For purposes of
this Agreement, the term "Reason" shall mean (a) a material breach by
the Company of any term of this Agreement, or (b) the Company shall
have voluntarily sought protection of Federal bankruptcy or similar
laws or an involuntary bankruptcy proceeding under Federal bankruptcy
or similar laws shall have been filed against the Company and not have
been withdrawn within 30 days after such filing. Severance benefits
payable to Executive upon termination pursuant to this Section 6.1(3)
are as set forth in Section 6.2(1) hereof. In the event of a
termination pursuant to this Section 6.1(3), the "Termination Date"
shall be the date of delivery of the written notice to the Company.
(4) Executive's employment may be terminated by Executive without
Reason at any time by giving the Company ten (10) business days prior
written notice of termination. In the event of a termination pursuant
to this Section 6.1(4), the "Termination Date" shall be the tenth
business day following the delivery of the written notice to the
Company.
(5) This Agreement shall automatically terminate upon the Executive's
death. In the event of a termination pursuant to this Section 6.1(5),
the "Termination Date" shall be the date of death.
6.2 SEVERANCE BENEFITS AND RELATED.
(1) In the event that Executive's employment under this Agreement is
terminated by the Company without Cause under Section 6.1(2) hereof, or
by Executive for Reason under Section 6.1(3) hereof, then the Company
shall pay and provide to Executive, in the manner set forth in the last
sentence of this paragraph, (i) Executives monthly Base Salary as in
effect on the Termination Date for a period of nine (9) months (the
"Post-Employment Period") from the Termination Date (the maximum total
amount of such Base Salary under this clause (i), the "Severance
Amount"), PROVIDED THAT, Executive must immediately advise the Company
of any interim earnings from personal services whether as consultant,
proprietor, employee or agent (hereinafter, "Interim Earnings"), and
such Interim Earnings shall be deducted from the monthly Base Salary
amounts otherwise payable pursuant to this clause; (ii) all benefits
due to Executive under Section 3.2 that had accrued to Executive
through the Termination Date AND all benefits (excluding, in this
latter case, further accrued vacation) that would have accrued to
Executive under Section 3.2 if Executive had continued to be employed
by the Company through the end of the Post-Employment Period, PROVIDED
THAT, if and when Executive becomes eligible to receive any of such
benefits from any subsequent employer under plan(s) or arrangement(s)
provided or sponsored by such subsequent employer (regardless of
whether said plan(s) or arrangement(s) require employee contributions
and regardless of whether Executive elects to receive any of such
benefits), then each such corresponding benefit under Section 3.2 shall
immediately be terminated (Executive agrees to promptly notify the
Company of his/her eligibility for any such subsequent benefits), AND
PROVIDED FURTHER THAT, the Company shall not be required to provide any
such benefit if the effect thereof would be to violate the terms of any
law, plan or insurance policy or jeopardize the tax benefit associated
with such benefit to which the Company otherwise would be entitled, but
in such event, the Company shall pay to Executive, in cash, an amount
equal to the cost of providing such benefit, and (iii) any unpaid
out-of-pocket expenses incurred by Executive prior to the Termination
Date which are reimbursable pursuant to Section 3.3 hereof. Subject to
the Change Of Control exception defined below, net Base Salary amounts
payable hereunder shall be paid to Executive in equal installments on
regularly scheduled Company paydays and in accordance with the
Company's normal payroll practices then in effect, and all
Post-Employment Period benefits payable and provided under this Section
6.2(1) shall be paid to or for Executive when and as they come due.
Notwithstanding the foregoing, if Executive's employment is terminated
by the Company without Cause under Section 6.1(2) hereof and said
termination is in connection with a Change Of Control (as defined
below), Executive may elect by giving notice to the Company (or its
legal successor) within ten (10) business days following the
Termination Date, in lieu of any and all other Post-Employment Period
amounts and obligations ever otherwise due and payable under this
Section 6.2(1), to be paid the Severance Amount in a lump-sum (reduced
by applicable payroll taxes and other required deductions but without
set-off against Post-Employment Period Interim Earnings) within 30 days
after the Termination Date. The Company's payment of the Severance
Amount in accordance with the terms of this paragraph, together with
the Company's payment of amounts and provision of benefits accrued by
Executive through the Termination Date and due hereunder, shall
constitute full and complete satisfaction of all of the Company's
obligations to Executive under this Section 6.2. For purposes of this
Agreement, a "Change Of Control" shall mean the sale, conveyance or
disposition of all or substantially all of the assets of Medical
Resources, Inc., the consummation by Medical Resources, Inc. of a
transaction or series of related transactions in which more than 50% of
the voting power of Medical Resources, Inc. is disposed of, or the
consolidation, merger or other business combination of Medical
Resources, Inc. with or into any other corporation, entity or
organization whereupon Medical Resources, Inc. is not the survivor.
(2) In the event that Executive's employment is terminated by the
Company for Cause under Section 6.1(1)(c) due to he/she becoming
permanently disabled or under Section 6.1(5) due to Executive's death,
then the provisions of Section 6.2(1) hereof shall be deemed applicable
to Executive, or for the benefit of Executive's estate, heirs or
devisees, as appropriate under the circumstances, PROVIDED THAT, any
and all disability insurance payments actually received by or for the
benefit of Executive with respect to the Post-Employment Period shall
be deemed Interim Earnings, AND PROVIDED FURTHER THAT, if termination
of Executive's employment is due to Executive's death, then, (a) the
Company's Post-Employment Period payment obligation(s) for benefits
under Section 3.2 shall be adjusted to reflect that circumstance but
without affecting or reducing the Post-Employment Period benefits due
to or for Executive's family members under Section 6.2(1) hereof, and
(b) payments that would otherwise be made to Executive, in cash, under
the second proviso in clause (ii) of Section 6.2(1) hereof, shall be
paid to Executive's estate, heirs or devisees, as appropriate under the
circumstances.
(3) In the event that Executive's employment is terminated by the
Company for Cause under Section 6.1(1) (other than (c) thereunder) or
by Executive without Reason under Section 6.1(4), then the Company
shall have no obligation to Executive except for (i) unpaid Base Salary
earned by Executive through the Termination Date, (ii) unpaid Bonus
earned by Executive through the Termination Date in accordance with
Section 3.1(b) hereof, and (iii) unpaid Benefits due, and out of pocket
expenses incurred by, Executive through the Termination Date which are
payable and/or reimbursable pursuant to Sections 3.2 and 3.3 hereof.
Furthermore, in any such case, the Company shall not be obligated to
provide to Executive the Benefits described in Section 3.2 after the
Termination Date (except as provided by law).
6.3 DISMISSAL FROM PREMISES. At the Company's option, Executive shall
immediately leave the Company's premises on the date notice of
termination of employment is given by the Company.
7. AGREEMENT NOT TO COMPETE AND BENEFIT.
7.1 AGREEMENT NOT TO COMPETE. In consideration of the compensation (and
other benefits) provided and to be provided to Executive as set forth
hereunder (including, without limitation, payments due pursuant to
Section 6.2 hereof), if the employment of Executive is terminated by
the Company for Cause under Section 6.1(1) or by Executive without
Reason under Section 6.1(4), Executive covenants and agrees that for a
period of
eighteen (18) months after the Termination Date (such period not to
include any period(s) of violation of this Section 7.1 or period(s) of
time required for litigation to enforce its provisions), Executive will
not, directly or indirectly, engage in, enter into or participate in,
at any place within the United States of America, the businesses of the
Company, or in any business or commercial activity that competes with
or is reasonably likely to compete with or adversely affect the
businesses or services of the Company, either as an individual for
his/her own account, or as a partner or a joint venturer, or as an
officer, director, independent contractor or holder of more than a five
percent equity interest in any other person, firm, partnership or
corporation or as an employee, agent or salesperson for any person.
7.2 AGREEMENT NOT TO BENEFIT. In consideration of the compensation (and
other benefits) provided and to be provided to Executive as set forth
hereunder (including, without limitation, payments due pursuant to
Section 6.2 hereof), Executive covenants and agrees that during the
eighteen (18) months period following the Termination Date, regardless
of the reason (or absence of reason) for termination of employment
(such period not to include any period(s) of violation of this Section
7.2 or period(s) of time required for litigation to enforce its
provisions), Executive will not, directly or indirectly: (i) solicit,
induce or influence, or otherwise have business contact with, any
person or entity who has, within the two-year period immediately prior
to the Termination Date, been a client, customer, supplier or service
provider (including, without limitation, radiology and consulting
services) of or to the Company, and with whom Executive had any
business relationship or about whom Executive acquired any significant
knowledge during the course of Executive's employment by the Company,
if such contact could directly or indirectly divert business from or
adversely affect the business of the Company; (ii) interfere with the
contractual relations between the Company and any of its employees; or
(iii) employ or cause to be employed in any capacity, or retain or
cause to be retained as a consultant, any person who was employed by
the Company at any time during the six (6) month period ended on the
Termination Date.
8. INJUNCTIVE RELIEF; INDEPENDENCE AND SEVERABILITY OF COVENANTS.
8.1 INJUNCTIVE RELIEF. Executive acknowledges and agrees that, in the
event of any breach or likely breach of any of the covenants of
Sections 5 and 7 herein, the Company would incur damages in an amount
difficult to ascertain and/or be irreparably harmed and could not be
made whole solely by monetary damages. It is accordingly agreed that
the Company, in addition to any other remedy to which it may be
entitled at law or in equity, shall be entitled to injunctive relief in
respect of such breach or likely breach as may be ordered by any court
of competent jurisdiction including, but not limited to, an injunction
restraining any violation of Section 5 and 7 herein and without the
proof of actual damages. It is intended to grant full third party
rights under this provision.
8.2 INDEPENDENCE AND SEVERABILITY OF COVENANTS. Executive acknowledges
and agrees that the covenants and other provisions set forth in
Sections 5 and 7 herein and in this Section 8 are reasonable, including
with respect to duration and subject matter, and
that Executive is receiving valuable and adequate consideration for
such covenants under this Agreement. The parties acknowledge that it is
their intention that all such covenants and provisions be enforceable
to the fullest extent possible under applicable law. If any of the
provisions set forth in Sections 5 or 7 or in this Section 8 are found
to be unenforceable in any instance, such finding shall not preclude
any other enforcement of such provisions and reference is made to
Section 9.2. If any of the provisions set forth in Sections 5 or 7 or
in this Section 8 are found to be invalid, such finding of invalidity
shall not effect the validity of the remaining provisions and the
provisions of Section 9.2 will apply.
9. MISCELLANEOUS.
9.1 TRANSFER AND ASSIGNMENT. This Agreement is personal as to Executive
and shall not be assigned or transferred by Executive without the prior
written consent of the Company. This Agreement shall be binding upon
and inure to the benefit of all of the parties hereto and their
respective permitted heirs, personal representatives, successors and
assigns.
9.2 SEVERABILITY/CONSTRUCTION. Nothing contained herein shall be
construed to require the commission of any act contrary to law. If any
provision of this Agreement, including all the covenants and agreements
set forth herein, or the application thereof to any person or
circumstance, shall for any reason and to any extent be unenforceable,
including without limitation by reason of such provision extending for
too great a period of time or by reason of its being too extensive in
any other respect, such provision, to the specific extent
unenforceable, shall be interpreted to extend only over the maximum
period of time and to the maximum extent as to which enforceable, in
order to effectuate the parties' intention, as represented hereby, to
the greatest extent possible. Any such interpretation shall have no
effect on the validity or enforceability of any remaining provision. If
any material provision or material portion of a material provision of
this Agreement is found to be void or invalid, the parties will use
best efforts to maintain its continuing effect, validity and
enforceability in each other instance or, if deemed necessary or
appropriate by the party for whose benefit the provision was intended,
will endeavor to substitute a replacement having as far as possible the
same legal and economic effect.
9.3 FREEDOM TO CONTRACT. Executive hereby represents that he/she is
free to enter into this Agreement and that he/she has not made and will
not make any agreement in conflict with this Agreement.
9.4 INDEMNIFICATION. Subject to that Indemnification Agreement dated
March 25, 1998 between Medical Resources, Inc. and Executive, Executive
shall be indemnified and held harmless by the Company to the fullest
extent permitted by applicable law, as the same exists or may hereafter
be amended, against all expenses, liability and loss (including
attorneys' fees, judgements, fines, and amounts paid or to be paid in
any settlement approved in advance by the Company, such approval not to
be unreasonably withheld) actually incurred or suffered by Executive in
connection with any present or future threatened, pending or
contemplated investigation, claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative, to which
Executive is a defendant, is threatened to be made a defendant, or is
or has been identified as a target in connection with any criminal
investigation or proceeding by reason of any action or inaction taken
by Executive, within the scope of Executive's present or former
employment by the Company in Executive's capacity as an officer or
employee of the Company or any of its subsidiaries or affiliates.
9.5 GOVERNING LAW. This agreement is made under and shall be construed
pursuant to the laws of the State of New Jersey.
9.6 COUNTERPARTS. This Agreement may be executed in several
counterparts and all documents so executed shall constitute one
agreement, binding on all of the parties hereto, notwithstanding that
all of the parties did not sign the original or the same counterparts.
9.7 ENTIRE AGREEMENT. Except as provided in Section 9.4 hereof
regarding indemnification of Executive, this Agreement constitutes the
entire agreement and understanding of the parties with respect to the
subject matter hereof and supersedes all prior oral or written
agreements, arrangements, and understandings with respect thereto. No
representation, promise, inducement, statement or intention has been
made by any party hereto that is not embodied herein, and no party
shall be bound or liable for any alleged representation, promise,
inducement, or statement not so set forth herein.
9.8 MODIFICATION. This agreement may be modified, amended, superseded,
or cancelled, and any of its terms, covenants, representations,
warranties or conditions hereof may be waived, only by a written
instrument executed by the party or parties to be bound by any such
modification, amendment, supersession, cancellation, or waiver.
9.9 WAIVER. The waiver by either of the parties, express or implied, of
any right under this Agreement or any failure to perform under this
Agreement by the other party, shall not constitute or be deemed as a
waiver of any other right under this Agreement of any other failure to
perform under this Agreement by the other party, whether of a similar
or dissimilar nature.
9.10 CUMULATIVE REMEDIES. Each and all of the several rights and
remedies provided in this Agreement, or by law or in equity, shall be
cumulative, and no one of them shall be exclusive of any other right or
remedy, and the exercise of any one of such rights or remedies shall
not be deemed a waiver of, or an election to exercise, any other such
right or remedy.
9.11 HEADINGS. The section and other headings contained in this
Agreement are for reference purposes only and shall not in any way
affect the meaning and interpretation of this Agreement.
9.12 NOTICES. Any notice under this Agreement must be in writing, may
be telecopied, sent by express 24 hour guaranteed courier, or
hand-delivered, or may be served by
depositing the same in the United States mail, addressed to the party
to be notified, postage-prepaid and registered or certified with a
return receipt requested. The addresses of the parties for the receipt
of notice shall be as follows:
If to the Company:
Medical Resources, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: CEO
If to Executive:
Xxxxxxx X. Xxxxxxxxx
0 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Each notice given by registered or certified mail shall be deemed
delivered and effective on the date of delivery as shown on the return
receipt, and each notice delivered in any other manner shall be deemed
to be effective as of the time of actual delivery thereof. Each party
may change its address for notice by giving notice thereof in the
manner provided above.
9.13 SURVIVAL. Any provision of this Agreement which imposes an
obligation after termination or expiration of this Agreement shall
survive the termination or expiration of this Agreement and be binding
on Executive and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to
be executed as of the date first set forth above.
MEDICAL RESOURCES, INC. EXECUTIVE:
By:--------------------------- ----------------------------------
Chief Executive Officer Executive's Signature
Of Medical Resources, Inc.
----------------------------------
Witness Signature
