EXHIBIT 10(b)
VISUAL DATA CORPORATION
0000 XX 00 Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
October 27, 1997
Xx. Xxxxxxx Xxxxxx
000 Xxxxx
Xxxxxxx Xxxxx, XX 00000
Re: Stock Compensation Agreement
Dear Xx. Xxxxxx:
Formalizing our earlier discussions this Stock Compensation Agreement is to
acknowledge and confirm the terms of our consulting agreement with you as
follows:
1. APPOINTMENT. Visual Data Corporation (the "Company") hereby engages Xxxxxxx
Xxxxxx ("Xxxxxx") and Xxxxxx hereby agrees to render services to the Company as
an outside consultant.
2. DUTIES. During the term of this Agreement Xxxxxx shall provide advice to,
undertake for and consult with the Company and assist the Company in the design
and layout of advertising and other collateral materials for its CareView(TM)
library (the "Services") as may be requested by the Company from time to time.
3. TERM. The term of this Consulting Agreement shall commence on the date
hereof an terminate at such time as the Services have been rendered to the
satisfaction of the Company. This agreement may be terminated at any time by
either party upon 30 days' prior written notice to the other party. Upon
termination, all obligations of the parties to each other shall terminate, other
than the confidentiality obligations of Xxxxxx pursuant to Section 5 hereof.
4. COMPENSATION. As compensation for the Services hereunder, Xxxxxx shall be
issued an aggregate of 10,000 shares of Common Stock, $.0001 par value of the
Company (the "Shares") and $10,000, payable as follows: (i) $5,000 in cash upon
execution of this Agreement, (ii) 5,000 shares on December 1, 1997, and (iii)
the remaining 5,000 shares on January 1, 1998. Within a reasonable time after
the execution of this Agreement, the Company shall, at its expense, register the
Shares with the Securities and Exchange Commission under the Securities Act of
1933, as amended.
5. CONFIDENTIALITY. Xxxxxx will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Xxxxxx in the course of
performing the Services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
Xx. Xxxxxxx Xxxxxx
October 27, 1997
page 2
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications).
6. INDEPENDENT CONTRACTOR. Xxxxxx and the Company hereby acknowledge that
Xxxxxx is an independent contractor as of the date of this Agreement.
7. MISCELLANEOUS. This Stock Compensation Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Stock Compensation Agreement cannot be modified or
changed, nor can any of its provisions be waived, except by written agreement
signed by all parties. This Stock Compensation Agreement shall be governed by
the laws of the State of Florida. In the event of any dispute as to the terms of
this Stock Compensation Agreement, the prevailing party in any litigation shall
be entitled to reasonable attorneys' fees.
Please confirm that the foregoing correctly sets forth our understanding by
signing the enclosed copy of this letter where provided and returning it to us
at your earliest convenience.
Very truly yours,
Xxxxx X. Xxxxxx, President
ACCEPTED AND AGREED TO as
of the 27th day of October, 1997.
_______________________________
Xxxxxxx Xxxxxx
