Exhibit 10.45
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SUMMIT ROUNDTABLE
CONSULTING AGREEMENT
7. Introduction
This Consultant Agreement (Agreement) is entered into as of January 1, 2001 by
and between HemaSure Inc., a Delaware corporation, (Client), with offices at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Summit Roundtable (Consultant), at ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
8. Engagement, Term and Description of Services
Client hereby engages Consultant to render consulting and advisory services at
the request of Client and its affiliates, to the best of Consultant's ability,
upon the terms and conditions hereinafter set forth. The Consultant will pursue
activities as defined by the Company's Board of Directors. These activities
include daily management activities and leading the Company's restructuring
efforts. The Consultant will work with and seek advice from the Company's
financial and legal advisors, in order to consider, review and negotiate any
proposals or offers which contemplate strategic or business combinations
involving the Company.
The objectives of the assignment are:
o Complete the sale of substantially all the non cash
assets of HemaSure to a qualified buyer, creating a
"successor company" not owned by the shareholders, and
leaving a "shell company" with assets still owned by the
shareholders.
o Locate and negotiate a business combination between the
shell company and another company that can provide high
financial returns to the Company's shareholders.
It is expected that the result of the effort to explore opportunities will
result in ongoing reports and presentations to the Board of Directors of the
Company. Consultant will facilitate the production of such reports and
presentations. It is understood that any recommendation to the Company's Board
of Directors regarding strategic opportunities is the sole responsibility of the
Company's Board of Directors. It is understood that the results of all work
produced from this consulting arrangement and the reports and presentations
relating thereto are the exclusive property of the Company.
This contract shall commence on the effective date of this agreement and
terminate upon either of the following two events:
a. The Board of Directors determines the Consultant's
services are no longer required, and notifies the
Consultant of this determination in writing.
b. A change of control of the Company occurs, wherein the
Company is merged or consolidated with another company
or any "person" (as described in 13(d) and 14(d) of the
Securities Exchange Act of 1934) becomes the "beneficial
owner" (as described in Rule 13d-3 of the Exchange Act)
of 50% or more of the outstanding stock of the Company.
If either party should seek to terminate this agreement, notice must be given in
writing.
9. Where Services are to be Performed
Consultant has access to independent offices and work will be performed there
and other such places that are appropriate. Consultant will request and receive
reasonable amount of services as required from the offices of ▇▇▇ ▇▇▇▇▇▇, CFO of
HemaSure's "successor company".
10. Compensation
The Consultant will be paid a retainer fee of $15,000 per month or portion
thereof, plus reasonable expenses. Consultant will provide a monthly invoice to
the Company detailing reimbursable expenses. Payment will be made 10 days from
the receipt of such invoices.
11. Consultant An Independent Contractor
Consultant will furnish services as an independent contractor and not as an
employee of Client. Client shall carry no Workmen's Compensation insurance or
any health or accident insurance to cover Consultant. Client shall not pay any
contributions to Social Security, unemployment insurance, federal or state
withholding taxes, nor provide any other contributions or benefits which might
be expected in an employer-employee relationship.
It is understood that Consultant may provide services to other companies,
agencies and institutions during the term of this Agreement, provided that
Consultant does not breach any obligations of confidentiality to Client.
Consultant has no power to bind Client to any contract with a third party.
12. Confidentiality
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The confidentiality agreement signed June 1, 2000 between Client and Consultant
remains in effect.
13. Default
In the event that either party shall commit any breach of or default in any of
the terms or conditions of this Agreement, and also fails to remedy such breach
or default within thirty (30) days after receipt of written notice thereof from
the other party hereto, the party giving notice may, at its option and in
addition to any other remedies which it may have at law or in equity, terminate
this Agreement by sending notice of termination in writing to the other party to
such effect, and such termination shall be effective as of the date of the
receipt of such notice. The defaulting party shall be responsible for all costs
and expenses associated with the termination, and shall reimburse the
non-defaulting party for such costs and expenses.
14. Modification of Agreement
This Agreement may be modified by the parties hereto only by a written
supplemental agreement executed by both parties.
15. Notice
Any notice required or permitted to be given hereunder shall be sufficient if in
writing, and if hand-delivered or sent by registered or certified mail, postage
prepaid, addressed as follows:
If to Client:
▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman
Separator
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇
If to Consultant:
Summit Roundtable
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or to such other address as the parties hereto may specify, in writing, from
time to time.
IN WITNESS WHEREOF, Client and Consultant, have caused this Agreement to be
signed by its corporate officer thereunto duly authorized, as of the date first
above written.
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇. /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇., CEO ▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman
Summit Roundtable HemaSure, Inc.
