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AGREEMENT
This AGREEMENT dated as of the 10th day of July, 1997 (the "Effective
Date"), is by and between MEDPLUS, INC. (the "Company"), an Ohio corporation
with its principal offices located at 0000 Xxxxxxxx'x Xxxx Xxxxx, Xxxxxxxxxx,
Xxxx 00000 and GROWTH MANAGEMENT ADVISORS, INC., an Ohio corporation with its
principal offices located at 0000 Xxxxxxxxxx Xxxx, Xxx. 000, Xxxxxxxxxx, Xxxx
00000 ("GMA").
W I T N E S S E T H:
WHEREAS, Universal Document Management Systems, Inc. ("UDMS"), a
wholly-owned subsidiary of the Company, and GMA entered into a Consulting
Agreement dated February 19th, 1997 pursuant to which GMA agreed to provide to
UDMS the services of Xxxxx X. Xxxxx ("Consultant"), an employee of GMA, to
assist UDMS with the identification and recruitment of, and negotiations with,
certain CAD software resellers and/or other companies whose business may
complement that of UDMS, which UDMS is interested in acquiring, and to assist
UDMS with an initial public offering (the "IPO") by UDMS; and
WHEREAS, to date, as the parent company of UDMS, the Company has expended
considerable resources on behalf of UDMS to ensure the success of the IPO; and
WHEREAS, the Company desires to provide GMA with incentive to ensure
successful completion of the IPO on or before March 31, 1997.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein, the parties, intending to be legally bound, agree as follows:
AGREEMENT. GMA and Consultant agree to use their best efforts to ensure
that the IPO is completed on or before December 31, 1997.
COMPENSATION. If the IPO occurs on or before March 31, 1997, then, within
60 days following the IPO, the Company shall pay to GMA $500,000.
MISCELLANEOUS.
SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the heirs and legal representatives
of Consultant, and the successors and assigns of GMA and the Company,
except that neither GMA nor Consultant may assign this Agreement or any
of Consultant's duties or services hereunder.
MODIFICATION. This Agreement may not be changed, amended or modified except
by a writing signed by both parties.
ENTIRE AGREEMENT/GOVERNING LAW. This Agreement constitutes the entire
agreement and understanding between the parties hereto with respect to
the subject matter hereof an supersedes any prior agreements or
understandings between the Company, GMA and/or Consultant with respect
to such subject matter. This Agreement shall be governed and construed
in accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
MEDPLUS, INC.
By:
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Its:
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GROWTH MANAGEMENT ADVISORS, INC.
By:
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Xxxxx X. Xxxxx, Chairman
Agreed and Acknowledged:
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Xxxxx X. Xxxxx, individually