Exhibit (10.1)
Consulting Agreement dated July 29, 1997 between
the Company and Lion Capital Corporation
July 29, 1997
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Metropolitan Health Networks, Inc.
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Re: Consulting Agreement
Dear ▇▇. ▇▇▇▇▇▇▇▇:
Formalizing our earlier discussions and superceding any other
consulting agreements or understandings, this is to acknowledge and confirm the
terms of our Consulting Agreement ("Consulting Agreement") as follows:
1. Appointment of Lion Capital Corporation. Metropolitan
Health Networks, Inc. (the "Company") hereby engages Lion
Capital Corporation ("Lion Capital" or "Consultant"), with its
principal address of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, and Lion Capital hereby agrees to render services
to the Company as a special consultant and advisor.
2. Duties. During the term of this Agreement Lion Capital shall provide
advice to, undertake for and consult generally with the Company concerning the
following and related services: (i) further development and enhancement of
current operations and recommendations with regard to additional services and
geographic and service expansion; (ii) research, evaluation, due diligence and
negotiations with respect to strategic partners, joint ventures, acquisitions,
and other venture partners; (iii) evaluate, introduce, negotiate and facilitate
the sources of credit, banking relations and related financial opportunities;
(iv) conduct market surveys and studies and provide general marketing
assistance; (v) assist and advise the Company with respect to shareholder and
investor relations; and (vi) assist the Company in the preparation of reports to
its shareholders and investors.
3. Duties of the Company.
(a) The Company shall supply Lion Capital, on a regular and
timely basis, with all approved data and information about the Company,its
management, its services and its operations, and the Company shall be
responsible for advising the Consultant of any facts which would affect the
accuracy of any prior data and information previously supplied to the Consultant
so that the Consultant may take corrective action.
(b) The Company shall promptly supply the Consultant with:
full and complete copies of all filings with all federal and state securities
agencies; full and complete copies of all shareholder reports and
communications, whether or not prepared with the Consultant's assistance; all
data and information supplied to any analyst, broker-dealer, market maker or
other member of the financial community; and all product/services brochures,
sales materials, etc.
(c) The Company shall contemporaneously notify the Consultant
if any information or data being supplied to the Consultant has not been
generally released or promulgated.
4. Term. The term of this Consulting Agreement shall be
for a twelve-month period commencing on the date hereof.
5. Compensation. As compensation for its services rendered hereunder,
Lion Capital shall be issued ten thousand (10,000) shares (the "Shares") of
Common Stock and an option ("Option") to purchase an additional 150,000 shares
of Common Stock. The Option shall be exercisable as to the first 100,500 shares
at any time during the twelve (12) month period commencing on the date of this
Consulting Agreement, as follows: (i) the Option as to Thirty-Three Thousand
Five Hundred (33,500) shares shall be exercisable at a purchase price of $4.00
per share, (ii) the Option as to an additional Thirty-Three Thousand Five
Hundred (33,500) shares shall be exercisable at a purchase price of $5.00 per
share, and (iii) the Option as to the remaining Thirty-Three Thousand Five
Hundred (33,500) shares shall be exercisable at a purchase price of $6.00 per
share. The Option shall be exercisable as to the remaining 49,500 shares at any
time commencing April 1, 1998 expiring twelve (12) months from the date of this
Consulting Agreement, as follows: (i) the Option as to Sixteen Thousand Five
Hundred (16,500) shares shall be exercisable at a purchase price of $4.00 per
share, (ii) the Option as to an additional Sixteen Thousand Five Hundred
(16,500) shares shall be exercisable at a purchase price of $5.00 per share, and
(iii) the Option as to the remaining Sixteen Thousand Five Hundred (16,500)
shares shall be exercisable at a purchase price of $6.00 per share.
6. Expenses. Lion Capital shall not be entitled to reimbursement by
the Company of out-of-pocket expenses as Lion Capital may incur in
performing services under this Consulting Agreement, unless approved in advance
in writing by the Company.
7. Registration. The Company agrees to provide Lion Capital with
registration rights at the Company's cost and expense and include the Shares,and
the shares underlying the Options in a registration statement to be filed by the
Company with the Securities and Exchange Commission within the proximate future.
8. Confidentiality. Lion Capital will not disclose to any other person,
firm or corporation, nor use for its own benefit, during or after the term of
this Consulting Agreement, any trade secrets or other information desnated as
confidential by the Company which is aquired by Lion Capital in the course of
its performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concering the file of pendency of patent
applications). Any management advice renderd bty Lion Capital pursuant to the
Consulting Agreement may not be disclosed publicly in any manner without the
pior written approval of Lion Capital.
9. Indemnification. The Company agrees to indemnify and hold Lion Capital
Harmless from and against all losses, claims, damages, liabilities, costa or
expenses (including reasonable attorneys' fees (collectively the "Liabilities")
joint and several, arising out of the performance of this Consulting Agreement,
whether or not Lion Capital is a part to such dispute. This indemnity shall not
apply, however, and Lion Capital shall indemnify and hold the Company, its
affiliates, control persons, officers, employees and agents harmless from and
against all liabilities, where a court of competent jurisdiction has made a
final determination that Lion Capital engaged in gross negligence or willful
misconduct in the performance of its services hereunder which gave rise to the
losses, claim, damage, liability, cost or wxpense sought to be recovered
hereunder (but pending any such final determination, the indemnification and
reimbursement provision of this Consulting Agreement shall apply and the Company
shall perform its obligations hereunder to reimburse Li0on Capital for its
expenses.) The provisions of this paragraph 10 shall servive the termination and
expiration of this Consulting Agreemnent.
10. Independent Contractor. Lion Capital and the Company hereby acknowledge
that Lion Capital is an independent contractor. Lion Capital shall not hold
itself out as, nor shall it take any action from whhich others might infer, that
it is a partner of, agent of or a joint venturer of the Company.
11. Miscellanous. This Consulting Agreement sets forth the entire
understanding of the partiesrelating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreemnets
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions bewaived, except by written agreemnet signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Florida. In the event of any dispute as to the terms of this Consulting
Agreemnet, the prevailing party in any litigation shall be entitled to
reasonable sttorneys' fees. This Agreement may be executed in counterparts, each
of which constitutes an original.
Please confirm that the foregoing correctly sets forth our understanding by
siging the enclosed copy of this letter where provide and returning it to us at
your earlieest convenience.
Very truly yours,
LION CAPITAL CORPORATION
By:___/S/▇▇▇▇▇ Kevokian________
Title:_President_______________
ACCEPTED AND AGREES TO as of
the 28th day of July, 1997
METROPOLITAN HEALTH NETWORKS, INC.
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
