EXHIBIT 10.2
BUSINESS CONSULTING AGREEMENT
AGREEMENT, made and entered into as of the 28th day of December, 1998,
by and between X. Xxxxxxxxx & Co. Inc. with offices located at 000 Xxxx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, XX 10169("Xxxxxxxxx") and INSCI Corp., a Corporation with
offices located at Two Xxxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX 01581("INSI").
W I T N E S S E T H:
WHEREAS, Xxxxxxxxx provides consultation and advisory services;
WHEREAS, INSI desires to utilize Xxxxxxxxx services.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, Xxxxxxxxx and INSI hereby agree as follows:
Consulting Services. Effective as of December 28, 1998, by and subject
to the terms and conditions herein contained, Xxxxxxxxx shall
provide consultation and advisory services relating to
providing strategic planning and introduction to parties.
These services include the strategy meeting held in
Xxxxxxxxx'x offices on December 28, 1998 with E. Xxx Xxxxxx,
Chairman and CEO of INSCI Corp and Xx. Xxxxxx X. Xxxxxx,
President of Xcel Associates, Inc.
Payment. In consideration for the services of Xxxxxxxxx to be provided
hereunder, INSI agrees, at its sole option, to either pay
Xxxxxxxxx the sum of $2,000 per month for the term of this
Agreement, or to grant 50,000 options (Options) to purchase
INSCI Common Stock at $1.04, the fair market value as of the
date of this Agreement. This option is first exercisable in
one/sixth increments every thirty days over the term of this
Agreement, with the first increment being the date of this
Agreement. INSCI Common Stock shares underlying these Options
will be issued as registered shares under applicable
securities laws by the Company.
Personnel. Xxxxxxxxx shall be an independent contractor and no
personnel utilized by Xxxxxxxxx in providing services
hereunder shall be deemed an employee of INSI. Moreover,
neither Xxxxxxxxx nor any such person shall be empowered
hereunder to act on behalf of INSI.
Term and Termination. This Agreement shall be effective from
December 28, 1998, and shall continue in effect for a period
of six months thereafter.
Non-Assignability. The rights, obligations, and benefits established by
this Agreement shall not be assignable by either party hereto.
This Agreement shall, however, be binding upon and shall inure
to the benefit of the parties and their successors.
Confidentiality. Neither Xxxxxxxxx nor any of its consultants,
employees, officers, or directors shall disclose knowledge or
information concerning the confidential affairs of INSI with
respect to INSI's business or finances that was obtained in
the course of performing services provided for herein.
Limited Liability. Neither Xxxxxxxxx or INSCI nor any of their
respective consultants, other employees, officers or directors
shall be liable for consequential or incidental damages of any
kind to each other that may arise out of or in connection with
this Agreement.
GoverningLaw. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without
giving effect to the conflicts of law principles thereof or
actual domicile of the parties.
Notice. Notice hereunder shall be in writing and shall be deemed to
have been given at the time when deposited for mailing with
the United States Postal Service enclosed in a registered or
certified postpaid envelope addressed to the respective party
at the address of such party first above written or at such
other address as such party may fix by notice given pursuant
to this paragraph.
Waiver and Modification. No waiver, modification or termination of
this Agreement shall be valid unless in writing signed by the
parties hereto.
IN WITNESS WHEREOF, INSI and Xxxxxxxxx have dully executed this Agreement as of
the day and year first above written.
INSCI CORP. X. Xxxxxxxxx & CO., INC.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxx, Xxxxxx X. Xxxxxxxxx,
Chief Financial Officer President
OPTION AGREEMENT
THIS AGREEMENT, made as of this 28th day of December, 1998, by and between INSCI
Corp. (Company) a Corporation, with its principal place of business located at
Two Xxxxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000 and X. Xxxxxxxxx & CO.
INC., with offices located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, a
consultant to the Company (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company, in accordance with the Business Consulting Agreement
executed by the Company and Optionee on December 28, 1998, grants to the
Optionee, in lieu of cash payments of $2,000 per month for a period of six
months, for services to be provided by the Optionee, options to purchase shares
of the Company's Common Stock.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the parties agree as follows:
Grant of Options. Subject to all terms and conditions of this
Agreement and the Business Consulting Agreement executed by
the Company and Optionee on December 28, 1998, the Company
hereby grants to the Optionee the right and option (the
"Option") to purchase all or any part of an aggregate of fifty
thousand (50,000) shares (the "Shares") of Common Stock of the
Company at $1.04 per share, the fair market value of the
Common Stock at the date of this grant.
Expiration. The Option may not be exercised after January 1, 2002 (the
"Expiration Date").
Exercise of Option. The Option is first exercisable in one/sixth
increments every thirty days over the term of this agreement,
with the first increment being the date of this Agreement.
Subject to the aforementioned condition, the Option may be
exercised, in whole or in part, at any time prior to the
Expiration Date or the earlier termination of the Option. If
the Option is not exercised to the maximum extent permissible,
it shall be exercisable, in whole or in part, with respect to
all Shares not so purchased at any time prior to the
Expiration Date. INSCI Common Stock shares underlying these
Options will be issued as registered shares by the Company.
Payment of Purchase Price Upon Exercise. The Option granted under this
Agreement may be exercised in whole or in part by the
Optionee's delivering or mailing to the Company at its
principal office, or such other place as the Company may
designate, written notice of exercise duly signed by the
Optionee. Such exercise shall be effective upon (a) receipt of
such written notice by the Company and (b) payment to the
Company of the full purchase price in cash.
Issuance and Delivery. The Optionee's written notice to the Company
shall state the number of Shares with respect to which the
Option is being exercised and specify a date, not less than
five (5) or more than fifteen (15) business days after the
date of the mailing of such notice, on which the Shares will
be taken and payment made therefor. On the date specified in
the notice of exercise, the Company shall deliver, or cause to
be delivered, to the Optionee (or his personal representative,
as the case may be) stock certificates for the number of
Shares with respect to which the Option is being exercised,
against receipt of payment therefor. Delivery of the Shares
may be made at the office of the Company or at the office of a
transfer agent appointed for the transfer of shares of Common
Stock.
Transferability. The Option shall not be transferable. The Option shall
not be subject, in whole or in part, to attachment, execution
or levy of any kind.
No Rights as a Shareholder. Neither the Optionee nor his legal
representative shall be, nor have any of the rights or
privileges of, a shareholder of the Company in respect of any
of the Shares, unless and until certificates representing such
Shares shall have been issued and delivered to the Optionee
(or his legal representative).
Adjustment. (a) In case, prior to the expiration of the Option by
exercise or by its terms, the Company subdivides the number of
outstanding shares of Common Stock into a greater number of
shares, then, in either of such cases, the purchase price per
share of the Shares issuable upon exercise of the Option in
effect at the time of such action shall be proportionately
reduced and the number of Shares at that time purchasable
pursuant to the Option shall be proportionately increased; and
conversely, in the event the Company shall contract the number
of outstanding shares of Common Stock by combining such shares
into a smaller number of shares, then, in such case, the
purchase price per share of the Shares issuable upon exercise
of the Option in effect at the time of such action shall be
proportionately increased and the number of Shares at that
time purchasable pursuant to Option shall be proportionately
decreased.
In case, prior to the expiration of this Option by exercise or
by its terms, the Company or a successor corporation shall be
consolidated or merge with or convey all or substantially all
of its or of any successor corporation's property and assets
to any other corporation or corporations (any such corporation
being included within the meaning of the term "successor
corporation" in the event of any consolidation or merger of
any such corporation with, or the sale of all or substantially
all of the property of any such corporation to, another
corporation or corporations), in exchange for stock or
securities of a successor corporation, and if the Company is
not the surviving Company, the Optionee shall thereafter have
the right to purchase upon the terms and conditions and during
the time specified in this Option, in lieu of the Shares
theretofore purchasable upon the exercise of this Option, the
kind and amount of shares of stock and other securities
receivable upon such consolidation, merger or conveyance by a
holder of the number of shares of Common Stock which the
Optionee might have purchased immediately prior to such
consolidation, merger or conveyance. In the event of a sale of
the Company, all options shall vest immediately prior to such
sale and are exercisable by the Optionee at his election.
Compliance with Law and Regulations. The Option and the obligation of
the Company to sell and deliver Shares hereunder shall be
subject to all applicable federal and state laws, rules and
regulations and to such approvals by any governmental or
regulatory agency as may be required.
Continued Services. Neither this Agreement nor any Option granted
hereunder shall confer upon the Optionee any right to continue
to render services to the Company or any subsidiary of the
Company, or limit in any respect the right of the Company, the
Board of Directors of the Company or any subsidiary of the
Company to terminate the services of the Optionee at any time.
Notices. Any notice hereunder to the Company shall be addressed to it
at its offices, Two Xxxxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxxxx, XX
00000 Attn.: Dr. E. Xxx Xxxxxx Chairman & CEO and any notice
hereunder to Optionee shall be addressed to Xxxxxx X.
Xxxxxxxxx, President, at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx
Xxxx, XX 00000, subject to the right of either party to
designate at any time hereafter in writing some other address.
GoverningLaw. This Agreement shall be interpreted, and the rights and
liabilities of the parties hereto determined, in accordance
with the internal laws of the State of New York, without
regard to the conflicts of law principles thereof.
Counterparts. This Agreement may be executed in two counterparts each
of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have signed this Agreement as of
the date and year first above written.
INSCI CORP. X. Xxxxxxxxx & CO., INC.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxx, Xxxxxx X. Xxxxxxxxx,
Chief Financial Officer President
