Exhibit 4.4
LEGAL CONSULTING AGREEMENT
This Agreement is made and entered into as of the 19th day of January,
2001 by and between XXXX X. XXXX, ESQ. ("JBL"), with principal offices at 000
Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, and BIORELEASE CORP., a Delaware corporation
(the "Company") with its principal office at 000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxxx, XX 00000.
WHEREAS, JBL rendered legal consulting services to the Company from
January 1, 1998 through December 31, 2000; and
WHEREAS, the parties hereto desire to memorialize JBL's services and
compensate JBL therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Purpose: The Company hereby recognises and agrees that JBL has
rendered legal consulting advice to the Company specifically relating to
corporate representation, not of a capital raising or reverse merger nature
("Legal Consulting Services").
2. Compensation: In partial consideration for the Legal Consulting
Services rendered by JBL to the Company for the aforesaid three-year period, as
recognized in this Agreement, the Company hereby agrees to issue to JBL, 800,000
shares of the Company's Common Stock (the "Shares"), valued at $16,000. JBL
hereby acknowledges that the aforementioned 800,000 Shares are in full payment
for $16,000 of services rendered. JBL further acknowledges receipt of these
875,000 shares.
3. Registration: The Company hereby agrees to immediately register the
Shares pursuant to a Registration Statement on Form S-8.
4. JBL is an Independent Contractor: JBL has performed the Legal
Consulting Services described herein as an independent contractor and not as an
employee of the Company or an affiliate thereof.
5. Miscellaneous:
(a) This Agreement between the Company and JBL constitutes the
entire agreement and understanding of the parties hereto, and supersedes any and
all previous agreement and understandings, whether oral or written, between the
parties with respect to the matters set for herein.
(b) Any notice or communication permitted or required
hereunder shall be in writing and shall be deemed sufficiently given if
hand-delivered or sent (i) postage prepaid by registered mail, return receipt
requested, or (ii) by facsimile, to the respective parties as set forth above,
or to such other address as either party may notify the other in writing.
(c) This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors, legal
representatives and assigns.
(d) This Agreement may be executed in any number of
counterparts, each of which together shall constitute one and the same original
document.
(e) No provision of this Agreement may be amended, modified
or waived, except in a writing signed by all of the parties hereto.
(f) This Agreement shall be construed in accordance with and
governed by the laws of the State of New York, without giving effect to conflict
of law principles. The parties hereby agree that any dispute which may arise
between them arising out of or in connection with this Agreement shall be
adjudicated before a court located in New York, and they hereby submit to the
exclusive jurisdiction of the courts of the State of New York located in New
York, New York and of the federal courts of the State of New York located in New
York, New York and of the federal courts in the Southern District of New York
with respect to any action or legal proceeding commenced by any party, and
irrevocably waive any objections they now or hereafter may have respecting the
venue of any such action or proceeding brought in such a court or respecting the
fact that such court is an inconvenient forum, relating to or arising out of
this Agreement, and consent to the service of process in any such action or
legal proceeding by means of registered or certified mail, return receipt
requested, in care of the address set forth in the heading of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
/s/Xxxx X. Xxxx
-------------------------
XXXX X. XXXX, ESQ.
BIORELEASE CORP.
By: /s/R. Xxxxx Xxxxxx
-------------------------
R. Xxxxx Xxxxxx, CEO
February 2, 2001
Biorelease Corp.
000 Xxxxxxx Xx., Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
Gentlemen:
We have reviewed a Registration Statement on Form S-8 (the
"Registration Statement"), to be filed with the Securities and Exchange
Commission, relating to 5,800,000 shares of common stock, $.01 par value per
share (the "Shares") of Biorelease Corp. (the "Company"), all of which shares
have been issued pursuant to the Company's consulting agreements and plans
described in the minutes filed as exhibits to the Registration Statement
(collectively, the "Agreements").
We have examined the Certificate of Incorporation, as amended, and the
By-Laws of the Company and all amendments therefor, the Registration Statement
and originals, or copies certified to our satisfaction, of such records of
meetings written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, documents and such other documents
and instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized for issuance under the Agreements
and the Shares, when issued against payment therefor in accordance with the
terms of the Agreement will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
JBL:ah Xxxx X. Xxxx, P.C.
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