SECOND AMENDMENT TO
CONSULTING AGREEMENT
This Second Amendment is made and entered into effective as of the 1st
day of September, 1998 by and between Oxboro Medical International, Inc., a
Minnesota corporation (the "Company"), and Xxxxx X. Xxxxxxxxx ("Xxxxxxxxx" or
"Consultant").
R E C I T A L S
WHEREAS, the Company and Xxxxxxxxx have entered into a Consulting
Agreement as of the 1st day of November, 1995;
WHEREAS, the Consulting Agreement was drafted with the intent that it
would commence upon the termination of Xxxxxxxxx'x Employment Agreement with
the Company on March 31, 1998;
WHEREAS, Xxxxxxxxx and the Company negotiated an agreement which
extended the term of Xxxxxxxxx'x Employment Agreement for an additional
eighteen months through September 30, 1999; Xxxxxxxxx and the Company
recently negotiated an agreement which now reduces the term of said
Employment Agreement to September 1, 1998;
WHEREAS, as a condition and in consideration of Xxxxxxxxx'x agreeing to
reduce the term of his Employment Agreement, the Company has agreed to amend
the terms of the Consulting Agreement as set forth below.
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the mutual promises hereinafter
contained, the parties hereto agree as follows:
I. CONSULTING SERVICES
Section 1 of the Consulting Agreement, entitled "Consulting Services",
is hereby superseded and replaced by the following new Section 1:
1. CONSULTING SERVICES. Consultant agrees that commencing on the
date of his retirement from his duties as an officer and employee of the
Company, he will hold himself available, unless disabled from doing so
as a result of illness or other incapacity, to advise and consult from
time to time, by telephone or in such other manner and at such place or
places as may from time to time be mutually agreeable to Consultant and
the Company, with the officers, directors, employees and other
representatives of the Company when and to the extent reasonably
requested to do so by the Company's officers and/or directors, relative
to the business of the Company consistent in scope and concept with
Xxxxxxxxx'x
duties and responsibilities while he was employed by the Company. Upon
such request(s), Consultant shall provide to the Company, through such
officers, directors, employees and other representatives, the benefit of
his experience and knowledge of the business and of his judgment on or
with respect to matters, issues and/or subjects submitted to Consultant
through such requests. Xxxxxxxxx may, but shall not be required to,
provide such consulting services in person at the Company's offices.
II. COMMENCEMENT
Section 3 of the Consulting Agreement, entitled "Commencement", is hereby
superseded and replaced by the following new Section 3:
3. COMMENCEMENT. This Agreement shall commence upon termination
of the Employment Agreement, as amended.
III. FEES
The first paragraph under Section 4 of the Consulting Agreement, entitled
"Compensation", is hereby superseded and replaced by the following paragraph:
4. FEES. In consideration of the services to be rendered by
Consultant pursuant to this Agreement during the twenty-four (24)
month term hereof, the Company shall pay the Consultant the sum of
Four Hundred Eighty-Five Thousand and No/100 ($485,000.00) Dollars in
twenty-four (24) equal monthly installment payments in the amount of
Twenty Thousand Two Hundred Eight and 33/100 ($20,208.33) Dollars
each, whether or not the Company requests Consultant to provide such
services. Payments shall commence in September, 1998 and shall be
made on the first day in September, 1998 and on the first day of each
month thereafter through August, 2000.
IV. TERMINATION
Section 9 of the Consulting Agreement, entitled "Termination", is hereby
superseded and replaced by the following:
9. TERMINATION. This Agreement shall be terminated upon the second
anniversary of this Agreement or may otherwise be terminated:
(a) by Consultant without cause, for any reason or for no reason,
at any time upon thirty (30) days written notice to the
Company; or
(b) if Company is in default hereunder and such default is not
cured within thirty (30) days of written notice thereof, then
Consultant can terminate this Agreement and the non-compete
provision hereof is of no further force and effect.
2
V. LEGAL FEES
In the event either party commences legal action to enforce the terms of
the Consulting Agreement, as amended, the prevailing party in such action
shall be reimbursed by the non-prevailing party all legal costs and expenses
and attorney's fees incurred by the prevailing party in such action.
All other terms of the Consulting Agreement shall remain unchanged,
subject to future amendment by written agreement of the parties hereto.
COMPANY: XXXXXXXXX:
OXBORO MEDICAL
INTERNATIONAL, INC. /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxx
By /s/ Xxxxxx X. Xxxxx
-----------------------------
Its Chairman of the Board
------------------------
3
