{Letterhead of On The Go Healthcare, Inc.}
April 24, 2003
Xxxxxxx X. Xxxxxxx
Attorney at Law
0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Phone(303) 000-0000
Fax (000) 000-0000
Re: Letter Agreement As to Payment of Services Previously Rendered
Dear Xx. Xxxxxxx:
This letter agreement (the "Agreement") sets forth our understanding whereby
On The Go Healthcare, Inc. ("OTG") has agreed to issue to Xxxxxxx X. Xxxxxxx
(the "Attorney") Two Hundred and Fifty Thousand (250,000) shares of
OTG common stock (the "Shares") in lieu of cash payment for legal services
previously rendered to OTG by the Attorney.
The Shares shall be registered on Form S-8 with the Securities and Exchange
Commission (the "Registration Statement").
By signing this Agreement below, Attorney acknowledges and agrees that the
amount set forth above includes payment for the preparation and filing of the
Form S-8 registration statement in which the Shares being delivered to the
Attorney as set forth herein are covered.
XXX acknowledges and agrees that the Attorney, has at all times rendered good,
adequate and legally sufficient services for OTG, and has performed in
accordance with the requests of OTG in a timely, competent and professional
manner, and that XXX has no claims against the Attorney.
By signing this Agreement, OTG, hereby acknowledge that they are entering into
and signing this Agreement of their own free will, and that we have been advised
to seek independent legal counsel prior to entering into and performing any
aspect of this Agreement. In particular, we acknowledges our understanding that
the issuance of shares in a corporation to legal counsel which will continue to
provide legal services for such corporation may create actual conflicts of
interest in the future, and may potentially render the continued provision of
legal services to such corporation impracticable or improper under certain
situations. We acknowledge that they have either obtained such independent
counsel, or voluntarily waived the right to do so after being advised to by a
representative of the Attorney.
This Agreement is made in Canada and shall be governed by and construed in
accordance with the internal laws of the Province of Ontario applicable to the
enforcement and operation of such instruments within this Province, without
giving effect to principles of conflicts of law applied thereby.
The provisions of this Agreement are severable, and if any one or more
provisions is determined to be illegal, indefinite, invalid or otherwise
unenforceable, in whole or in part, by any court of competent jurisdiction,
then the remaining provisions of this Agreement and any partially unenforceable
provisions to the extent enforceable in the pertinent jurisdiction, shall
continue in full force and effect and shall be binding and enforceable on the
parties.
This letter memorializes in writing the agreement made with OTG and the
Attorney. If this letter correctly sets forth your understanding and agreement
with respect to the matters mentioned above, please execute and return one copy
of this Agreement to the undersigned via facsimile and U.S. Mail and we will
forward the certificates evidencing the issuance of the Shares at our
earliest convenience.
Very truly yours,
On The Go Healthcare, Inc
/s/Xxxxxx Xxxx
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Xxxxxx Xxxx
President
The undersigned xxxxxx confirms and agrees that this letter, effective as of
April 24, 2003 , sets forth our complete understanding and agreement with
On The Go Healthcare, Inc
Xxxxxxx X. Xxxxxxx Attorney at Law
/s/Xxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxx
