June 30, 2005
PERSONAL AND CONFIDENTIAL
Xx. Xxxxxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xx Xxxxx, Xx 00000
Dear Xx. Xxxxxxx:
This later memorializes the agreement (the "Agreement") that you reached
with Patient Safety Technologies, Inc. ("PST") under which directly or though
its agents or representatives PST agreed to serve as a consultant to IPEX, Inc.
(the "Company") a Nevada Corporation whose principal place of business is 0000
Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx (the "Company") in
connection with the provision of certain turnaround services described below to
the Company. You acknowledge that you are the principal and largest shareholder
of the Company and that you have a substantial interest in its viability and
financial performance.
Pursuant to the Agreement, PST has provided and/or Will provide if
reasonably necessary within the next 12 months, the following services (the
"Services") to the Company: (a) substantial review of the Company% business and
operations in order to facilitate an analysis of the Company's strategic options
regarding a turnaround of the Company; (b) providing advice in the following
areas: (i) identification of financing sources for the Company; (ii) providing
capital introductions to the Company of financial institutions and/or strategic
investors; (iii) evaluation and recommendation of candidates for appointment as
officers, directors or employees of the Company; (iv) making personnel of PSI
available to the Company to provide services to the Company on a temporary or
permanent basis; (v) evaluation and/or negotiation of merger or sate
opportunities for the Company, or such other form of transaction or endeavor
which the Company may elect to pursue; and (vi) providing any other services as
are mutually agreed upon in writing by PST and Xxxxxxx from time to time; and
(c) assisting the Company in installing a new management team.
In consideration of the Services provided by PSI to the Company under the
Agreement, Xxxxxxx agrees to pay to PST, on or before August 15, 2005 either (1)
500,000 shares of common stock of the Company (the "Shares") or (2)
$1,500,000.00 (one and a half million dollars) in cash (the "Cash") as a
non-refundable consulting fee (the "Consulting Fee") Whether the Consulting Fee
shall be paid in the form of the Shares or the Cash shall be in the sole
discretion of Grabber.
Xx. Xxxxxxxx Xxxxxxx
June 30, 2005
Page 2
If Xxxxxxx determines to pay the Consulting Fee by Xxxxxx, then for the
purpose of ensuring the transfer of the Shares to PST as contemplated herein,
Xxxxxxx agrees to enter into such additional agreements, sign such additional
documents, and provide such additional certifications and documentation as may
be requested by PST, the Transfer Agent, the Company or such other parties
necessary to carry out the terms of the Agreement. Xxxxxxx represents and
warrants that all Shares owned by Xxxxxxx have been duly authorized and validly
issued, and are free and clear of all liens and other encumbrances, and are
fully paid and non-assessable.
This letter agreement contains the entire agreement between the parties
hereto with respect to the subject matter hereof', and all prior negotiations,
agreements and understandings are merged herein. This letter agreement may not
be modified or rescinded except pursuant to a written instrument signed by the
party against whom enforcement is sought.
The terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors, heirs and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors, heirs and
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.
If the foregoing correctly sets forth our mutual understanding, please
indicate your acceptance hereof by signing and returning the original copy of
this letter agreement to the undersigned.
Sincerely,
PATIENT SAFETY TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxx
-------------------------------------
Xxxxxx "Xxxx" Xxxx, III
Chief Executive Officer
Accepted and Agreed to this 30 day of
June, 2005
Xxxxxxxx Xxxxxxx
By: /s/ Xxxxxxxx Xxxxxxx
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