EXHIBIT 4.2.3
PLEXUS VENTURES, INC.
November 24, 1997
Xx. Xxxxx X. Xxxxxx
Chairman and CEO
Bentley Pharmaceuticals, Inc.
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, XX 00000
Dear Xxx:
We are pleased to offer this letter Agreement as evidence of the
intention of the parties hereto to both extend and modify Plexus Ventures,
Inc.'s consulting relationship with Bentley Pharmaceuticals, Inc. as documented
in our letter to you (dated October 15, 1996) accepted on October 23, 1996 and
as amended via Addendum #1 thereto accepted July 18, 1997. This letter
incorporates the key provisions of the October 23, 1996 Agreement, as amended,
and records certain changes which are effective commencing October 23, 1997.
This letter Agreement becomes the surviving document descriptive of Plexus
Ventures, Inc.'s consulting relationship with Bentley Pharmaceuticals, Inc.
The Parties to this Agreement are Bentley Pharmaceuticals, Inc., a
corporation of the State of Florida, having corporate offices at 0000 Xxxx
Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 (Bentley) and Plexus
Ventures, Inc., a corporation of the Commonwealth of Pennsylvania, having
offices at 0000 Xxxxxx Xxxxxxx West, Building 18, Suite 301, Blue Xxxx,
Pennsylvania 19422 (Plexus).
The key provisions of the October 23, 1996 Agreement as amended on July
18, 1997 are incorporated below as follows:
1. Mission. Plexus' mission shall be to work with Bentley over a
period of twelve (12) months to identify appropriate new
acquisition opportunities for Bentley. Plexus shall work with
Bentley to define the characteristics of the properties and
companies which can contribute to Bentley sales and profits in
the U.S. and targeted European markets. Plexus shall further
assist Bentley in designing realistic deal structures,
including financing strategy for deals, and in negotiating and
closing acquisitions.
Xx. Xxxxx X. Xxxxxx -2- November 24, 1997
Bentley Pharmaceuticals, Inc.
2. Term. Bentley and Plexus envision the term of this Agreement
to extend for twelve (12) months from the date of acceptance
by Bentley; however, both parties agree to a review of the
relationship after six (6) months time, at which point either
Party may terminate the Agreement.
3. Compensation. Bentley shall grant Plexus thirty thousand
(30,000) common shares which Plexus shall earn at the rate of
two thousand, five hundred (2,500) per month during a twelve
(12) month commitment by Bentley.
4. Success Fees. Plexus and Bentley agree that a success fee of
the Xxxxxx type [five percent (5%) on the initial tranche of
value, four percent (4%) on the next higher tranche, etc.]
shall be paid to Plexus on each completed deal. Since any
contemplated deal will likely require non-conventional
financing, it is difficult to suggest a universal formula a
priori. Plexus and Bentley shall agree on a structure, deal by
deal, as soon as the Parties perceive the outlines of the
transaction.
5. Success Fees Payment. Plexus shall have the option to receive
success fees in shares of Bentley, in cash or in a combination
of the two. The value of Bentley shares for this purpose shall
be calculated, on a transaction by transaction basis, as the
average of the daily closing prices for the twenty (20)
trading days preceding the signing dates of Letters-of-Intent,
or equivalent undertakings, confirming the transactions.
6. Expenses. Plexus shall xxxx Xxxxxxx nine thousand dollars
($9,000) each six months for recovery of general overheads. In
addition, project related out-of-pocket expenses shall be
separately recovered by Plexus from Bentley under
prior-approval guidelines set by Bentley.
The following changes to the above-listed provisions are
effective October 23, 1997:
1. Term. Plexus and Bentley agree to extend the term of the
Agreement beyond October 23, 1997 for the first to occur of
(a) six (6) months or (b) the conclusion of the Xxxxxxx Pharma
USA and American Home Products transactions which are subject
to previously executed Letters-of-Intent, or equivalent
undertakings, with those companies.
2. Mission. Bentley and Plexus agree that the Mission accepted by
Plexus in the October 23, 1996 Agreement has been
significantly expanded by mutual consent of the Parties. In
addition to the Mission described in that Agreement, Plexus
shall continue to provide Bentley with help in identifying
potential financing sources for Bentley's transactions with
Xxxxxxx Pharma USA and American Home Products and in providing
strategic and business advice to Bentley in working to close
on such financing.
Xx. Xxxxx X. Xxxxxx -3- November 24, 1997
Bentley Pharmaceuticals, Inc.
3. Compensation. During the extended term of the Agreement,
Bentley shall grant Plexus four thousand (4,000) shares of
Bentley common stock per month.
4. Success Fees. The Parties agree that success fees due to
Plexus for completed transactions shall be calculated based on
the value in cash and stock paid by Bentley to third parties
to acquire rights to tangible and intangible assets however
these are defined.
5. Other. All other terms of the October 23, 1996 Agreement shall
remain in force during the extension of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the
23 October, 1997.
Plexus Ventures, Inc. Bentley Pharmaceuticals, Inc.
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxx
------------------------- -------------------------
By: Xxxx X. Xxxxxxxx By: Xxxxx X. Xxxxxx
President Chairman and CEO
