LEGAL CONSULTING AGREEMENT
This Agreement is made and entered into as of the 14th day of July, 1999 by
and between Xxxxxx X. Xxxxxxx, Esq. (Xxxxxxx) with principal offices at 000
Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx and Associated Medical Devices, Inc.
a Nevada corporation with principal offices at 000 Xxxxxxxx, Xxxxxxx, Xxxxx.
WHEREAS, Xxxxxxx has rendered legal consulting services to the Company from
January 1, 1999 through June 30, 1999, and
WHEREAS, the parties hereto desire to memorialize Xxxxxxx'x
services and compensate him 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 recognizes and agrees that Xxxxxxx has
rendered legal consulting advice to the Company specifically relating to
transactions, not of a capital raising nature ("Legal Consulting Services").
2. Compensation: In consideration for the Legal Consulting Services
rendered by Xxxxxxx to the Company, valued at $10,000 as recognized in this
Agreement, the Company hereby agrees to issue to Xxxxxxx 10,000 shares of the
Company's Common Stock, (the "Shares"), on account of the Legal Consulting
Services.
3. Registration: The Company hereby agrees to immediately
register the Shares pursuant to a Registration Statement on Form S-
8.
4. Xxxxxxx is an Independent Contractor: Xxxxxxx 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 Xxxxxxx constitutes the
entire agreement and understanding of the parties hereto, and
supersedes any and all previous agreements and understandings, whether
oral or written, between the parties with respect to the matters set
forth 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 Supreme Court of the
State of New York and the United States District Court of 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 above.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx
Associated Medical Devices, Inc.
BY: /s/ Xxxxx X. Little
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Xxxxx X. Little, President
