EXHIBIT 23.8
AGREEMENT BETWEEN
XXXXXX X. XXXXXXX & ASSOCIATES, INC.
AND
CYBERCARE, INC.
Whereas this agreement between XXXXXX X. XXXXXXX & ASSOCIATES, INC., hereinafter
referred to as "CONSULTANT", and CyberCare, INC., hereinafter referred to as
"CLIENT", is entered into and provides for consulting services by XXXXXX X.
XXXXXXX & ASSOCIATES, INC. on behalf of CyberCare, INC.. When used in the
context of this agreement, the term CONSULTANT refers to the direct services
delivered personally by Xxxxxx X. Xxxxxxx, Ph.D. The following terms and
conditions apply.
I. Xxxxxx X. Xxxxxxx & Associates, Inc. agree to:
A. Provide consultation services to CLIENT as requested t facilitate
and expedite administrative and legislative activities that promote
the development and implementation of agreements between CLIENT and
the legislative and executive branches of Florida's state
Government. As requested by CLIENT, provide liaison between CLIENT
and the Agency for Health Care Administration, the Department of
Education, the Department of Corrections, and other state agencies
for which CLIENT may need such services. In all cases, provide
consultation services with the ultimate goal of meeting the direct
needs of XXXXXX
X. Provide consultation services to CLIENT as requested to assist
CLIENT in meeting its goals and objectives.
C. Be available on demand to respond to critical events upon the verbal
request of the CLIENT in the provision of these services.
D. As requested by CLIENT, secure technical and legal assistance from
designated representatives of the CLIENT.
E. Work under the administrative direction of the CLIENT .
II. CyberCare, Inc. agrees to:
A. Compensate Xxxxxx X. Xxxxxxx & Associates, INC. in the following
manner:
1. Pay CONSULTANT 10,000 shares of CyberCare, INC. stock for
services rendered as of September 13,1999.
2. Pay CONSULTANT a minimum of an additional 10,000 shares of
CyberCare, INC. stock when a pilot project is approved by the
Agency for Health Care Administration for the purposes of
evaluating CyberCare, INC.'s product(s) and/or services.
3. Pay CONSULTANT a minimum of an additional 10,000 shares of
CyberCare, INC. stock when an agreement with the Agency for
Health Care Administration is approved to expand the use of
CyberCare, INC. product(s) and/or services. The amount of
shares will be based on a pre-approved share per CyberCare,
INC. unit purchased and/or leased or based on a pre-approved
utilization rate.
4. Pay CONSUL T ANT shares of CyberCare, INC. stock for any
business development that results in the utilization of
CyberCare, INC. products or services. The amount of shares
shall be based on a pre-approved utilization rate of
CyberCare, INC. products and/or services.
5. Reimburse CONSULTANT for necessary and reasonable expenses
related to the perfol1Ilance of services identified in this
agreement. No expenses shall occur until approved by the
CLIENT. Expenses authorized under this agreement will include
necessary and reasonable costs related to travel (including
transportation and per diem) and office supplies and
activities expended to support this agreement (such as
printing, reproduction, postage. envelops, paper, and
telephone charges) in accordance with CLIENT policies and
procedures. CONSUL T ANT will keep appropriate records to
document expenses, which are approved and incurred for
services rendered under the auspices of this agreement.
CONSULTANT will provide upon request invoices with appropriate
documentation to the CLIENT for reimbursement of expenses
incurred in the delivery of services authorized under this
agreement. Invoices submitted to the CLIENT for approval and
payment will include copies of receipts for reimbursable
expenses necessary to support this agreement.
B. Upon advance notice and when unusual or excessive demands arise,
provide CONSULTANT support services, including clerical. copier.
and/or telephone access in the performance of prescribed duties.
C. Provide CONSULTANT with technical assistance when required and
approved by CLIENT on relevant issues to perform services in the
best interests of CLIENT.
D. Identify individuals of the CLIENT who are authorized to speak on
behalf of the CLIENT and commit the CLIENT to positions and/or
changes in positions on relevant issues.
III. This agreement shall be in effect September 1, 1999, and shall continue
until terminated by either party .The CLIENT or CONSULTANT shall have the
right to terminate this agreement at any time for justifiable reason or
cause. This agreement may be terminated at any time that the personal
services of Xxxxxx X. Xxxxxxx are not available for whatever reason. At
any time that this agreement is terminated, there must be at least 90 days
written notice prior to the termination date.
IV .Any services provided by CONSUL T ANT that are deemed by both parties to
be beyond the scope of this Agreement, CONSULTANT may receive additional
compensation from CLIENT by mutual agreement for such services.
V. This agreement may be amended upon mutual consent of both parties at any
time.
/s/XXXXXX X. XXXXXXX, PH.D. /s/XXXX X. XXXXXX
Xxxxxx X. Xxxxxxx, Ph.D. Xxxx X. Xxxxxx
President/Owner President
XXXXXX X. XXXXXXX & ASSOC. INC. CyberCare, INC.
0000 Xxx Xxxx Xxxx 0000 X. Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx XX 00000 Xxxxxxx Xxxxx XX 00000
000-000-0000 000-000-0000
000-000-0000 (Fax) 000-000-0000 (Fax)
