SETTLEMENT AGREEMENT
This AGREEMENT is made this 25th day of October 2002, (the " Agreement") by and
between GenoMed, Inc. a Florida corporation (the "Company"), and ▇▇▇▇▇ ▇▇▇▇▇
("White"), an individual residing in the State of Missouri.
Whereas, on November 15, 2001, the Company entered into a five year extendable
employment agreement with White which is attached hereto as exhibit A (the
"employment contract").
Whereas, White desires to remise, release, acquit, and forever discharge the
Company from its obligations arising from the Employment contract.
Whereas, on October 21, 2002, ▇▇▇▇▇ ▇▇▇▇▇ tendered his written notice of his
voluntary resignation as the Company's President, Chief Executive Officer, Chief
Financial Officer, Chief Accounting Officer, and Director ("the resignation").
Whereas, on October 22, 2002, the Company accepted the written resignation of
White.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is acknowledged by the parties hereto, the parties hereto agree as
follows:
1. Resignation of White.
The parties acknowledge that White's resignation was voluntary and not at the
request of the Company. Additionally, White represents that his resignation was
not the result of any disagreement with the Company on any matter relating to
the Company's operations, policies or practices or any other matters pertaining
to the Company or its business.
2. Issuance of Options to White.
Contemporaneous with the execution of this agreement, the Company hereby grants
to ▇▇▇▇▇ ▇▇▇▇▇ options to purchase 6,000,000 shares of common stock of the
Company. The terms of the grant of the options to White are set forth in the
Stock Option Agreement ("Option Agreement") attached hereto as Exhibit B of even
date hereof. The Option Agreement is hereby made a part hereof.
3. Securities Law Matters.
White is receiving the options for White's own account without the participation
of any other person and with the intent of holding the options and underlying
Shares for investment and without the intent of participating directly or
indirectly in a distribution of the Options or underlying Shares, or any portion
thereof and not with a view to, or for resale in connection with, any
distribution of the Shares, or any portion thereof. White has read, understands
and consulted with legal counsel regarding the limitations and requirements of
Section 5 of the 1933 Act. White will in any event offer, sell, pledge, convey
or otherwise transfer the options or underlying Shares, or any portion thereof,
only if: (i) pursuant to an effective registration statement under the 1933 Act
and any and all applicable state securities or Blue Sky laws or in a transaction
which is otherwise in compliance with the 1933 Act and such laws; or (ii) or
pursuant to a valid exemption from registration.
4. Accredited Investor.
White is an accredited investor as such term is defined in Rule 501(a)
promulgated by the Securities and Exchange Commission ("SEC") under the 1933
Act. White is not entering into this agreement or investing in the options or
underlying Shares based upon any representation, oral or written, by any person
with respect to the Company's operations and/or financial condition or with
respect to the current or future value, if any, of, or the income, if any, from,
the Options or underlying Shares.
5. Reliance upon third parties.
White represents that he has consulted with his own attorney prior to entering
into this agreement. White represents that in executing this Agreement he has
not relied and does not rely upon any representation or statement other than
those set forth herein.
6. Release of the Company.
White hereby remises releases, acquits, satisfies, and forever discharges the
Company and its officers, directors, employees, agents, consultants and
attorneys from any and all manner of action and actions, cause and causes of
action, suits, debts, dues, grievances, sums of money accounts, reckonings,
bonds, bills, specialties, covenants, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims and demands
whatsoever, in law or in equity which White ever had, now has, or which any
personal representative, successor, heir or assign of White, hereafter can shall
or may have against the Company and it's officers, directors, employees, agents,
consultants and attorneys for, upon, or by reason of any matter, cause or thing
whatsoever including the employment agreement, from the beginning of the world
to the day of these presents.
7. Survival of the Obligations of White.
The obligations of White arising from the employment agreement in the sections
of the employment agreement identified below shall remain in full force and
effect and shall not be modified, limited or released by the execution of this
agreement. The following sections of the employment agreement shall remain in
full force and effect and are incorporated herein and made a part hereof:
o paragraph 5. Proprietary Interests;
o paragraph 6. Restrictive Covenants; and
o paragraph 7. Remedies for Breach of Executive's Obligations.
8. Default
Any breach by White of any of the obligations of paragraphs 5, 6 or paragraph 7
of the employment contract, shall constitute a breach of this agreement. White's
actions shall be deemed to constitute a breach if all members of the Board of
Directors of the Company by special meeting of the Directors, determine that
White committed such a breach. Should the Board make such a determination, White
agrees to forfeit the options and return any common shares issued to White as a
result of the exercise of the options to White for cancellation. Should the
Board determine that such breach has occurred, White shall have no remedy, claim
or entitlement to the options or underlying shares. This remedy provided in this
section shall not be exclusive and shall not in any way limit, modify or alter
any other remedies available to the Company for a breach by White.
9. Jurisdiction.
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Florida without regard to conflict of law principles. The
parties further agree that any action and/or proceeding relating to or arising
out of this Agreement entitle the prevailing party in any such action and/or
proceeding to recover from the other party reasonable attorneys' fees and costs.
10. Survival of Representations.
The representations, warranties, covenants set forth herein as well as the
indemnification provisions hereof shall survive the termination of this
Agreement at whatever time and for whatever reason.
11. Notices.
Any notices, consents, waivers, or other communications required or permitted to
be given under the terms of this Agreement must be in writing and will be deemed
to have been delivered (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (with printed confirmation received by the
sender of such facsimile communication); (iii) three (3) days after being sent
by U.S. certified mail, return receipt requested, or (iv) one (1) day after
deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:
If to the Company:
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GenoMed, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Executive Officer
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
If to White:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
12. Execution Via Facsimile and in Counterparts.
This Agreement may be executed via facsimile and in counterparts.
13. Entire Agreement; Amendments.
This Agreement supersedes all other prior oral or written agreements between the
Company, and White, their respective affiliates and persons acting on their
behalf with respect to the matters discussed herein, and this Agreement and the
instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, the Company makes any representation,
warranty , covenant or undertaking with respect to such matters. No provision of
this Agreement may be waived or amended other than by an instrument in writing
signed by the party to be charged with enforcement.
14. Arbitration.
The parties acknowledge and agree that any controversy or claim arising out of
or relating to this agreement, shall be settled by arbitration in accordance
with the Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.
15. Headings.
The headings used in this document are for organizational purposes only and
should not be interpreted as altering in any way or eliminating provisions
contained herein.
16. Waiver
No delay or failure on the part of the Company to exercise any power or right
shall operate as a waiver and such rights and powers shall be deemed continuous,
nor shall a partial exercise preclude full exercise nor shall the failure to
exercise any such right create liability for the Company.
17. Interpretation.
This Agreement is to be construed fairly, simply, and not strictly for or
against either of the parties hereto. The section headings contained herein are
for convenience of reference only, and shall not affect the meaning or
interpretation of any provision thereof. The parties to this Agreement
acknowledge that they each carefully read and reviewed this Agreement with their
respective counsel, and therefore, agree that the rule of construction that
ambiguities shall be construed against the drafter shall not be applicable.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
THE COMPANY:
GenoMed, Inc.
/s/Dr. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
BY: Dr. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President, Chief Executive Officer
/s/▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, an individual
EXHIBIT A
EMPLOYMENT AGREEMENT
Agreement made as of November 15, 2001 by and between GenoMed, Inc., a
Florida corporation (the "Company"), having its principal place of business at
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (the
"Executive") currently residing at N 26 W 26 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇
▇▇▇▇▇.
BACKGROUND INFORMATION
The Company wishes to secure the employment services of the Executive for a
definite period of time and upon the particular terms and conditions hereinafter
set forth. The Executive is willing to be so employed. Accordingly, the parties
agree as follows:
OPERATIVE PROVISIONS
1. Employment and Term.
The Company hereby employs Executive and the latter hereby accepts
employment by the Company for the five (5) year period commencing on January 1,
2002 (the "Commencement Date") and expiring December 31, 2007, which employment
shall be automatically extended for unlimited successive one (1) year periods
unless it is terminated during the pendency of any such period, whether initial
or extended, by the occurrence of one of the events described in Section 8.
hereof, or at the end of any such period (subject to extension by operation of
the disability provisions contained in Section 8.) by one party furnishing the
other with written notice, at least sixty (60) days prior to the expiration of
such period, of any intent to terminate this Agreement upon the expiration of
such period.
2. Duties.
During the term of this Agreement, whether initial or extended, the
Executive shall render to the Company services as Chief Executive Officer and
shall perform such duties as may be designated by and subject to the supervision
of the Company's Board of Directors, and shall serve in such additional
capacities appropriate to his responsibilities and skills as shall be designated
by the Company, through action of its Board of Directors. During such period,
the Executive shall devote his full attention, time and energies to the business
affairs of the Company (subject to the terms of Section 4 below), and will use
his best efforts to promote the interests and reputation of the Company;
provided that he may pursue such non-competitive activities during weekdays and
on weekends, such as teaching, entertaining, consulting or other remunerative or
non-remunerative affairs, as do not interfere, to any degree, with the complete
performance of his obligations hereunder. Any question of interpretation which
may arise under the preceding provision shall be resolved by majority decision
of the Company's Board of Directors. Hours of service to the Company during the
term of this Agreement shall be a minimum of forty (40) per week and otherwise
as determined by the Company's Board of Directors. During the pendency of this
Agreement, without his written consent, the Company shall not remove the
Executive's permanent place of business from St. Louis county in the state of
Missouri.
3. Compensation.
a. Salary. For the services to be rendered by the Executive under this
Agreement, the Company shall pay him, while he is adequately rendering such
services and performing his duties hereunder, and the Executive shall
accept as full payment for such service, a base compensation of one hundred
twenty-five thousand dollars ($125,000.00) per year, (inclusive of any
amounts subject to federal or state employment related withholding
requirements), payable in arrears in equal installments on a bi-weekly
basis occurring during the period of employment or otherwise as the parties
may agree. Such base compensation may be periodically increased on any
anniversary of the Commencement Date to take into account superior
performance or increases, if any, in the annual cost of living, and may at
such time be supplemented by discretionary bonuses or other benefits
payable from time to time, all as determined by action of the Company's
Board of Directors. Executive does not require health insurance.
b. Stock. Executive shall be entitled to five million (5,000,000) shares of
common stock of Company payable at the end of each year of employment for
five (5) consecutive years. If Executive is terminated for any reason
outlined in Section 8 hereof, Executive shall be entitled to the five
million (5,000,000) shares due for that year payable within thirty (30)
days of termination. In the event of voluntary resignation, Executive shall
be entitled to a prorated number of shares based on the total number of
shares due for that time period.
Executive hereby agrees that the certificate(s) representing such shares
may bear a legend, as set forth below, setting forth the restrictions upon
transfer and requiring evidence of compliance with applicable provisions of
the 1933 Act and the terms of this Agreement.
These shares have not been registered under the U.S. Securities Act of
1933 as amended, having been acquired for investment purposes only and
not with a view to redistribute. They may not be sold or offered for
in absence of an effective registration statement as to the shares
under the Securities Act of 1933 as amended, or an opinion of counsel
satisfactory to the corporation and an exemption from the Securities
Act of 1933 as amended, is available and that such registration is not
required, or in the alternative that such shares may be sold under
Rule 144 as promulgated by the Securities and Exchange Commission of
the United States.
4. Vacation: Fringe Benefits: Reimbursement of Expenses.
The Executive shall be entitled to two (2) weeks of fully paid vacation
during the initial and each extended term of this Agreement. He shall not be
entitled to receive monetary or other valuable consideration for vacation time
to which he is entitled but does not take. The timing of vacation periods shall
be within the discretion of the Company, reasonably exercised so as not to
unnecessarily inconvenience the Executive.
During his period of employment hereunder, the Executive shall further be
entitled to (a) such leave by reason of physical or mental disability or
incapacity and to such participation in medical and life insurance, pension
benefits, disability and other fringe benefit plans as the Company may make
generally available to all of its executive employees from time to time;
subject, however, as to such plans, to such budgetary constraints or other
limitations as may be imposed by the Board of Directors of the Company from time
to time; and (b) reimbursement for all normal and reasonable expenses
necessarily incurred by him in the performance of his obligations hereunder,
subject to such reasonable substantiation requirements as may be imposed by the
Company.
5. Proprietary Interests.
During or after the expiration of his term of employment with the Company,
the Executive shall not communicate or divulge to, or use for the benefit of,
any individual, association, partnership, trust, corporation or other entity
except the Company, any proprietary information of the Company received by the
Executive by virtue of such employment, without first being in receipt of the
Company's written consent to do so.
6. Restrictive Covenant.
During the term of his employment hereunder and for the one (1) year
period following the termination thereof for any reason other than (a) the
Company's discontinuance of activities; (b) an adjudication of the Company's
material breach of any of its obligations set forth in Sections 1-4, inclusive;
or (c) a termination of the Executive by the Company under the provisions of
subparagraph d. (2) of Section 8 below, the Executive shall not, directly or
indirectly, engage in or become an owner of, render any service to, enter the
employment of, or represent or solicit for any business which competes with any
activity of the Company conducted at any time during the Executive's period of
employment and which is located in any county of the State of Missouri in which
the Company shall maintain any activity. The parties expressly agree that the
duration and geographical area of this restrictive covenant are reasonable.
This covenant shall be construed as an agreement independent of any other
provision herein, and the existence of any claim or cause of action of the
Executive against the Company regardless of how arising, shall not constitute a
defense to the enforcement by the Company of its terms. If any portion of the
covenant is held by a court of Law to be unenforceable with respect either to
its duration or geographical area, for whatever reason, it shall be considered
divisible both as to time and geographical area, so that each month of the
specified period shall be deemed a separate period of time and each county
within the State of Missouri a separate geographical area, resulting in an
intended requirement that the longest lesser period of time or largest lesser
geographical area found by such court to be a reasonable restriction shall
remain an effective restrictive covenant, specifically enforceable against the
Executive.
Notwithstanding any statement contained in this Section 6. to the contrary,
legal or beneficial ownership by the Executive of a less than five percent (5%)
interest in a competitive corporation at least one (1) class of capital stock
of which is publicly traded on a national or regional stock exchange or by means
of an electronic interdealer quotation system, shall not be deemed to constitute
a breach by the Executive of the terms hereof.
7. Remedies for Breach of Executive's Obligations.
The parties agree that the services of the Executive are of a personal,
specific, unique and extraordinary character and cannot be readily replaced by
the Company. They further agree that in the course of performing his services,
the Executive will have access to various types of proprietary information of
the Company which, if released to others or used by the Executive other than
for the benefit of the Company in either case without the Company's consent,
could cause the Company to suffer irreparable injury. Therefore, the obligations
of the Executive established under §§ 5. and 6. hereof shall be enforceable
both at law and in equity, by injunction, specific performance, damages or other
remedy; and the right of the Company to obtain any such remedy shall be
cumulative and not alternative and shall not be exhausted by anyone or more uses
thereof.
8. Modification and Termination.
a. Modification. This Agreement may be amended or modified only with the
mutual written consent of the parties, and in its present form consists of the
entire Agreement between the parties.
b. Termination - General. This Agreement is subject to termination prior to
the expiration of its initial or any extended term, if by the Executive upon
delivery to the Company of written notice of such intention, which notice shall
be deemed to result in termination thirty (30) days after its receipt by the
Company (the Company having the right following such receipt to accelerate the
effective date of termination but retaining the obligation to pay Executive his
compensation due for the full thirty (30) day period); and if by the Company
upon the occurrence of anyone of the following events: (a) the death of the
Executive; (b) the occurrence to Executive of a physical or mental disability
which, in the judgment, reasonably exercised. of the Board of Directors,
renders him unable to perform his normal duties on behalf of the Company for a
continuous period of six (6) months (measured from the first day of the month
immediately following the occurrence of such disability); or (c) a determination
by the Board of Directors that there is cause (as described in subsection d.
below) to terminate Executive's employment.
c. By Death or Disability. In the event of the Executive's death, his base
compensation otherwise due for the succeeding three (3) full calendar months
following his death shall be paid to his Beneficiary. In the event of his
disability, for the period ending on the last business day of the third calendar
month following the occurrence of such disability, the Executive shall be paid
his base compensation (reduced by any amount received by the Executive under the
terms of any disability insurance policy maintained by the Company at its sole
expense); thereafter, for the succeeding three (3) months shall be treated as
being on an authorized but unpaid leave of absence.
d. For Cause. In the event of a decision by the Board of Directors to
terminate Executive's employment for cause:
1. If, in the judgment of the Company's Board of Directors, reasonably
exercised, such termination is due to (i) the Executive's willful
misconduct or gross negligence; (ii) his conscious disregard of his
obligations hereunder or of any other duties reasonably assigned him by the
Company; (iii) his repeated conscious violation of any provision of the
Company's By-laws or of its other stated policies, standards or
regulations; (iv) his commission of any act involving moral turpitude; or
(v) a determination that he has demonstrated a dependence upon any
addictive substance, including alcohol, controlled substances, narcotics or
barbiturates; then, upon termination, he shall be entitled to receive
severance pay in an amount equal to ten percent (10%) of his annual base
compensation. As a condition precedent to the Company's right to terminate
this Agreement for one of the causes specified in the preceding sentence
which requires a repeated action or omission by the Executive [clauses (i),
(ii) and (iii)], there shall have been created by the Company and furnished
to the Executive, within the sixty (60) day period immediately following
commission of the proscribed act or omission, a written description thereof
and a statement advising him that the Company views such conduct as being
of the type which could lead to a termination of this Agreement under the
provisions of Section 8d. Further, if the Company seeks to terminate this
Agreement on the basis of clause (iii), it must be able to demonstrate that
the Executive has been furnished with a copy of the By-law provision, or of
the policy, standard or regulation which he is being accused of having
violated, at a time prior to the alleged commission of the violation.
2. If certain performances are not met during this Agreement, those being
seventy-five percent (75%) of the performance requirements in Exhibit A
{the "Business Plan"), the Agreement may be terminated, and Executive shall
be entitled to receive an amount equal to twenty-five percent (25%) of his
annual base compensation.
e. Payment of Termination Compensation: Continued Effectiveness of Certain
Obligations. Any compensation due the Executive as a result of the premature
termination of his employment status shall be paid to him after termination as
one lump sum. No termination or expiration of this Agreement, whether
consummated by action of either party or by operation of the terms hereof, shall
relieve the Executive from his continued performance of the obligations
established under Sections 5. and 6. hereof.
9. Indebtedness of Executive.
If, during the course of his employment, Executive becomes indebted to the
Company for any reason, the Company shall, if it so elects, have the right to
set-off and to collect any sums due it from the Executive out of any amounts
which it may owe to the Executive for unpaid compensation. In the event that
this Agreement terminates for any reason, all sums owed by the Executive to the
Company shall become immediately due and payable.
10. Miscellaneous Provisions.
a. Nonassignability: Neither this Agreement nor any right or interest
hereunder shall be assignable by the Executive, his Beneficiary of his legal
representatives except as otherwise expressly provided herein.
b. Enforceability: If any term or condition or this Agreement shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement, and such term or condition except to such extent or in such
application, shall not be affected thereby and each and every term and condition
of this Agreement shall be valid and enforced to the fullest extent and in the
broadest application permitted by law.
c. Notice: All notices or other communications required or permitted to be
furnished pursuant to this Agreement shall be in writing and shall be considered
as properly furnished if hand delivered, mailed from within the United States by
certified or registered mail, or sent by prepaid telegram to the recipient party
at the address appearing in the preamble to this Agreement or to such other
address as any such party may have designated by like notice forwarded to the
other party hereto. Change of address notices shall be deemed furnished when
received. All other notices shall be deemed furnished when mailed, telegraphed
or hand delivered.
d. Application of Missouri Law: This Agreement, and the application or
interpretation thereof, shall be governed exclusively by its terms and by the
laws of the State of Missouri. Venue shall be deemed located in St. Louis
County, Missouri.
e. Counterparts: This Agreement may be executed by any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
f. Binding Effect: Each of the provisions and agreements herein contained
shall be binding upon and inure to the benefit of the personal representatives,
devisees, heirs, successors, transferees and assigns of the respective parties
hereto.
g. Beneficiary: As used herein, the term "Beneficiary" shall mean the
person or persons (who may be designated contingently or successively and who
may be an entity other than an individual, including an estate or trust)
designated on a written form prescribed by the Board of Directors to receive the
expiration of Agreement or death benefits described in Section 8. above. Each
Beneficiary designation shall be effective only when filed with the Secretary of
the Company during the Executive's lifetime. Each Beneficiary designation filed
with the Secretary will cancel all designations previously so filed.
If the Executive fails to properly designate a Beneficiary or if the
Beneficiary predeceases the Executive or dies before complete distribution of
the benefit has been made, the Company shall distribute the benefit (or balance
thereof) to the surviving spouse of the Executive or if he be then deceased to
the Executive's estate.
h. Legal Fees and Costs: If a legal action is initiated by any party to
this Agreement against another, arising out of or relating to the alleged
performance or non-performance of any right or obligation established hereunder,
or any dispute concerning the same, any and all fees, costs and expenses
reasonably incurred by each successful party or him or its legal counsel in
investigating, preparing for, prosecuting, defending against, or providing
evidence, producing documents or taking any other action in respect of, such
action shall be the joint and several obligation of and shall be paid or
reimbursed by the unsuccessful party.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement.
▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive GenoMed, Inc.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ - Chairman
Attest:
Witnesses:
Sign /s/▇▇▇▇ ▇▇▇▇▇, III /s/R. ▇▇▇▇▇ ▇▇▇▇
Name Name
Printed: ▇▇▇▇ ▇▇▇▇▇, III R. ▇▇▇▇▇ ▇▇▇▇
EXHIBIT B
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is entered into on this 25th day of October
2002 between Genomed Inc., a Florida Corporation and ▇▇▇▇▇ ▇▇▇▇▇(Optionee).
W I T N E S S E T H:
WHEREAS, the Corporation has authorized Voting Common Stock with $.001 par
value per share; and
WHEREAS, the Corporation wishes to grant to the Optionee the right to purchase
the Corporation's Voting Common Stock (hereinafter referred to as the Stock)
upon the terms and conditions hereinafter provided.
NOW THEREFORE, in consideration of the mutual promises of the parties hereto and
the mutual benefits to be gained by the performance thereof and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Stock Option. The Corporation hereby grants to Optionee an option (the
Option) to purchase 6,000,000 shares of the Company's Common Stock
(the Option Shares) on the terms and conditions set forth herein.
2. Exercise Price. The exercise price (the Exercise price) for each share
of Stock covered by the Option shall be twenty percent of the average
of bid and ask of the common stock of the Company at the close of
trading on October 25, 2002.
3. Vesting of Options
The Option Shares shall vest as of the date of this agreement and
shall be exercisable by the Optionee at anytime over a period of ten
years from the date of execution of this agreement.
4. Adjustment of Options. The grant of the Option hereunder shall not
affect in any way the right or power of the Corporation to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge, consolidate, dissolve,
liquidate, sell or transfer all or any part of its business or assets.
The Corporation shall have the sole discretion to make all
interpretations and determinations required under this Paragraph to
the extent it deems equitable and appropriate.
5. Exercise of Options.
A Exercise Privilege. Optionee shall have a vested right to
purchase the number of Option Shares at the times and price
provided in paragraph 2 and 3 herein.
B. Partial Exercise. Subject to the terms of this Agreement, the
Option may be exercised for all or any part of the Option Shares
with respect to which this Option is exercisable under paragraph
A immediately above.
C. Method of Exercising Option. The Option granted hereunder, or any
portion thereof, may be exercised by the Optionee by delivering
to the Corporation at its main office (to the attention of the
Corporation's Secretary) written notice of the number of shares
of Stock with respect to which the Option is being exercised and
by paying in full the purchase price of the shares of Stock so
purchased.
D. Nonassignability of Options. The Option granted hereunder has no
independent value, and shall not be assignable or transferrable
by the Optionee. During the life of the Optionee, the Option
shall be exercisable only by the Optionee. Any attempt to assign,
pledge, transfer, hypothecate or otherwise dispose of the Option,
and any levy of execution, attachment or similar process on the
Option shall be null and void and of no force and effect.
E. No Exercise after Ten years. This Option shall in no event be
exercisable after ten years from the effective date of this
Agreement.
F. Issuance of Stock Certificates Upon Exercise. Subject to the
Provisions of this Agreement, upon receipt of the Exercise Price
for any Option shares of Stock, the Corporation shall issue to
Optionee shares of Stock equal to the number of shares purchased
under the Option.
6. No Rights as a Shareholder. The Optionee shall not have any rights as
a shareholder with respect to any shares of Stock covered by the
Option hereunder until the issuance of a stock certificate for such
shares. No adjustment shall be made on the issuance of a stock
certificate to the Optionee as to any dividends or other rights for
which the record date occurred prior to the date of issuance of such
certificate.
7. Binding Effect. This Agreement shall be binding upon the executors,
administrators, heirs, legal representatives and successors of the
parties hereto.
8. Amendments. The Corporation's Board of Directors shall have the right
to amend and supplement this Agreement from time to time.
9. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
10. Notices. All notices and other communications under this Agreement
shall be in writing, and shall be deemed to have been duly given on
the date of delivery if delivered personally or when received to the
party to whom notice is to be given, by certified mail, return receipt
requested, postage pre-paid, and addressed as follows, until any such
address is changed by notice duly given:
To the Optionee at: ________________________
________________________
________________________
To the Corporation at: GenoMed, Inc
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11. Exemption from Registration. The option and underlying common shares
have not been registered under the Securities Act of 1933, as amended.
Optionee acknowledges that the Company has no obligation to register
the options or underlying common shares. Each option and each share of
common stock underlying the option shall have the following
restrictive legend.
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i)
REGISTRATION UNDER THE SECUIRTIES ACT OF 1933, AS AMENDED, AND
APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE
CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE
CORPORATION THAT SAID SECURITIES AND THE TRANSFER THEREOF ARE
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITES ACT OF
1933 AND APPLICABLE STATE SECURITIES LAWS."
12. Enforcement. If any portion of this Agreement shall be determined to
be invalid or unenforceable, the remainder of the Agreement shall be
valid and enforceable to the extent possible.
IN WITNESS WHEREOF, this Agreement has been duly executed on the date
first above written.
GENOMED, INC. OPTIONEE: ▇▇▇▇▇ ▇▇▇▇▇
By:/s/Dr. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/▇▇▇▇▇ ▇▇▇▇▇
Dr. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-President ▇▇▇▇▇ ▇▇▇▇▇