C O N S U L T I N G A G R E E M E N T
AGREEMENT made as of the 1st day of March, 2003 by and between On The Go
Healthcare, Inc., maintaining its principal offices at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ (hereinafter referred to as "Client") and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ maintaining his principal offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇
▇▇▇▇▇ (hereinafter referred as "▇▇. ▇▇▇▇▇").
W I T N E S S E T H :
WHEREAS, ▇▇. ▇▇▇▇▇ is engaged in the business of financial consulting
services and has knowledge, expertise and personnel to render the requisite
services to Client; and
WHEREAS, Client is desirous of retaining ▇▇. ▇▇▇▇▇ for the purpose of
obtaining these services so as to better, more fully and more effectively deal
more effectively in the investment banking community.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, it is agreed as follows:
I. Engagement of ▇▇. ▇▇▇▇▇. Client herewith engages ▇▇. ▇▇▇▇▇
and ▇▇. ▇▇▇▇▇ agrees to render to Client financial consulting services.
A. The consulting services to be provided by the ▇▇. ▇▇▇▇▇ shall
include, but are not limited to, the development,implementation
and maintenance of a sound advisory strategy. Client
acknowledges that ▇▇. ▇▇▇▇▇'▇ ability to relate information
regarding Client's activities is directly related to the
information provided by Client to ▇▇. ▇▇▇▇▇.
1. Corporate Planning (a) develop an in-depth familiarization
with the Client's business objectives and bring to its
attention potential or actual opportunities which meet those
objectives or logical extensions thereof, (b)alert the Client
to new or emerging high potential forms of production and
distribution which could either be acquired or developed
internally, (c) comment on the Client's corporate development
including such factors as position in competitive environment,
financial performances vs copetition, strategies, operational
viability, etc., and (c) identify prospective suitable mergers
or acquisition candidates for the Client, perform appropriate
diligence investigations with respect thereto, advise the
Client with respect to the desirability of pursuing such
candidates, and assist the client in any negotiations which
may ensue therfrom.
B. Client acknowledges that ▇▇. ▇▇▇▇▇ will devote such time as is
reasonably necessary to perform the services for Client, having
due regard for ▇▇. ▇▇▇▇▇'▇ commitments and obligations to other
businesses for which it performs consulting services.
II. Compensation and Expense Reimbursement.
A. Client will pay ▇▇. ▇▇▇▇▇, as compensation for the services
provided for in this Agreement and as reimbursement for
expenses incurred by ▇▇. ▇▇▇▇▇ on Client's behalf, in the
manner set forth in Schedule A annexed to this Agreement which
Schedule is incorporated herein by reference.
B. In addition to the compensation and expense reimbursement
referred to in Section 2(A) above, ▇▇. ▇▇▇▇▇ shall be entitled
to receive from Client a "Transaction Fee", as a result of any
Transaction (as described below) between Client and any other
company, entity, person, group or persons or other party which
is introduced to, or put in contact with, Client by ▇▇. ▇▇▇▇▇,
or by which Client has been introduced to, or has been put in
contact with, by ▇▇. ▇▇▇▇▇. A "Transaction" shall mean
merger, sale of stock, sale of assets, consolidation or other
similar transaction or series or combination of transactions
whereby Client or such other party transfer to the other, or
both transfer to a third entity or person, stock, assets, or
any interest in its business in exchange for stock, assets,
securities, cash or other valuable property or rights, or
wherein they make a contribution of capital or services to a
joint venture, commonly owned enterprise or business
opportunity with the other for purposes of future business
operations and opportunities. To be a Transaction covered by
this section, the transaction must occur during the term of
this Agreement or the one year period following the expiration
of this Agreement.
The calculation of a Transaction Fee shall be based upon the total value of
the consideration, securities, property, business, assets or other value given,
paid, transferred or contributed by, or to, the Client and shall equal 10% of
the dollar value of the Transaction. Such fee shall be paid by certified funds
at the closing of the Transaction.
Term and Termination. This Agreement shall be for a period of one year
commencing March 1 2003 and terminating February 29, 2004. If the Client does
not cancel the contract during the term, the contract will be automatically
extended for an three months. Either party hereto shall have the right to
terminate this Agreement upon 30 days prior written notice to the other party
after the first 360 days.
Treatment of Confidential Information. ▇▇. ▇▇▇▇▇ shall not disclose, without
the consent of Client, any financial and business information concerning the
business, affairs, plans and programs of Client which are delivered by Client
to ▇▇. ▇▇▇▇▇ in connection with ▇▇. ▇▇▇▇▇'▇ services hereunder, provided such
information is plainly and prominently marked in writing by Client as being
confidential (the "Confidential Information"). The ▇▇. ▇▇▇▇▇ will not be bound
by the foregoing limitation in the event (i) the Confidential Information is
otherwise disseminated and becomes public information or (ii) the ▇▇. ▇▇▇▇▇ is
required to disclose the Confidential Informational pursuant to a subpoena or
other judicial order.
Representation by ▇▇. ▇▇▇▇▇ of other clients. Client acknowledges and consents
to ▇▇. ▇▇▇▇▇ rendering financial consultation services to other clients of the
▇▇. ▇▇▇▇▇ engaged in the same or similar business as that of Client.
Indemnification by Client as to Information Provided to ▇▇. ▇▇▇▇▇. Client
acknowledges that ▇▇. ▇▇▇▇▇, in the performance of its duties, will be required
to rely upon the accuracy and completeness of information supplied to it by
Client's officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend ▇▇. ▇▇▇▇▇, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to ▇▇. ▇▇▇▇▇.
Independent Contractor. It is expressly agreed that ▇▇. ▇▇▇▇▇ is acting as
an independent contractor in performing its services hereunder. Client shall
carry no workers compensation insurance or any health or accident insurance
on ▇▇. ▇▇▇▇▇ or consultant's employees. Client shall not pay any contributions
to social security, unemployment insurance, Federal or state withholding taxes
nor provide any other contributions or benefits which might be customary in an
employer-employee relationship.
Non-Assignment. This Agreement shall not be assigned by either party without
the written consent of the other party.
Notices. Any notice to be given by either party to the other hereunder shall
be sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to such party at the address specified on the
first page of this Agreement or such other address as either party may have
given to the other in writing.
Entire Agreement. The within agreement contains the entire agreement and
understanding between the parties and supersedes all prior negotiations,
agreements and discussions concerning the subject matter hereof.
Modification and Waiver. This Agreement may not be altered or modified except
by writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by
the party granting such waiver.
Law to Govern; Forum for Disputes. This Agreement shall be governed by the
laws of the Commonwealth of Massachusetts without giving effect to the
principle of conflict of laws. Each party acknowledges to the other that
courts within the City of Boston, Massachusetts shall be the sole and exclusive
forum to adjudicate any disputes arising under this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
By: /s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇
On The Go Healthcare, Inc.
By: /s/▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇, CEO
SCHEDULE A-1
Payment for services and expenses.
PAYMENT FOR SERVICES EXPENSES
A. For the services to be rendered and performed by ▇▇. ▇▇▇▇▇ during
the term of the Agreement, Client shall pay to ▇▇. ▇▇▇▇▇ 750,000
shares.
B. ▇▇. ▇▇▇▇▇ agrees to pay for all out-of-pocket expenses incurred
in the performance of its duties for Client. ▇▇. ▇▇▇▇▇ agrees
that any travel, entertainment or other expense which it may
incur and that may be referable to more than one of its clients
(including Client) will be paid for by ▇▇. ▇▇▇▇▇
By: /s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇
On The Go Healthcare, Inc.
By: /s/▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇, CEO