Exhibit 4.2
CONSULTING AGREEMENT
STEWART A. MERKIN & MED GEN, INC.
October 16, 2000
MED GEN INC.
7284 W. Palmetto Park Road
Suite #106
Boca Raton, FL 33433
Stewart A. Merkin, Esq.
444 Brickell Ave., Ste. 300
Miami, Florida 33131
Re: Engagement
Dear Mr. Merkin:
We are pleased to confirm the arrangements under which Stewart A.
Merkin (The "Consultant") is engaged by Med Gen Inc. (The "Company".)
The Consultant and the Company agree as follows with respect to the
Transaction:
1. Servicing. During the Term (as hereinafter defined), the Consultant
shall render such services to the Company so as continue to assist the
Company in the preparation of reports required by the Securities and
Exchange Commission under the Securities and Exchange Act of 1934
(the "Transaction".)
2. Term of Engagement. Either party hereto may terminate this
Agreement at any time after the date hereof, with or without cause,
upon fifteen (15) days written notice to the other party (the "Term").
3. Engagement Fee. Upon the execution of this Agreement, the Company
shall issue to the Consultant as a fee (an "Engagement Fee") 20,000
shares of the Company's common stock and options to acquire 15,000
shares of the Company's common stock at an exercise price of $1.00 per
share (the "Shares"), which amount shall not be refundable.
4. Registration Rights. The Company hereby covenants and agrees to
immediately file, from the date hereof, a registration of Form S-8
with the Securities and Exchange Commission with respect to the
Shares, including a re offer prospectus, to the extent required.
5. Further Assurances. In connection with the issuance of the options
to purchase Shares of Common Stock of the Company to the Consultant
pursuant to this Agreement as a Transaction Fee, the Consultant
covenants and agrees that he shall execute and deliver, or cause to be
executed and delivered, any and all such further agreements,
instruments, certificates and other documents, including a
Subscription Agreement and shall take or cause to be taken any and all
such further action as the Company may reasonably deem necessary or
desirable in order to carry out the intent and purpose of this
Agreement.
6. Indemnification. Each party agrees to indemnify and hold the other
harmless form any loss, damage, liability or expense, including
reasonable attorney's fees and other legal expenses to which the other
party may become subject arising out of or relating to any act or
omission by the indemnifying party (or any person connected or
associated with the indemnifying party), which is or is alleged to be
a violation of any applicable statutes, laws or regulations or arising
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from the negligence of willful misconduct of the indemnifying party.
7. Cooperation Confidentiality. During the term of this Agreement, the
Company shall furnish the Consultant with all information, data, or
documents concerning the Company that the Consultant shall reasonably
deem appropriate in connection with his activities hereunder, other
than material non-public information.
8. Notice. All notices, requests, demands and other communications
under this Agreement shall be in writing, and shall be deemed to have
been duly given (a) on the date of service, if served personally on
the party to whom notice is to be given, (b) on the day after the date
sent by a recognized overnight courier service with all charges
prepaid or billed to the account for the sender, (c) five (5) days
after being deposited in the mail if sent by first-class air mail,
registered or certified, postage prepaid, or (d) on the day after the
date set forth on the transmission receipt when sent by facsimile
transmission to the party being notified at its address or facsimile
number set forth below or such other address or facsimile numbers as
any party hereto shall subsequently notify all other parties hereto in
writing.
(a) If to the Consultant:
Stewart A. Merkin, Esq.
444 Brickell Ave., Ste. 300
Miami, Florida 33131
(b) If to the Company:
Med Gen, Inc.
7284 W. Palmetto Park Road
Suite #106
Boca Raton, FL 33433
9. Non-Assignability; Binding Effect. Neither this Agreement, nor any
of the rights or obligations of the parties shall be assignable by
either party hereto without the prior written consent of the other
party. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors and permitted
assignees.
10.Choice of Law. This Agreement shall be governed and enforced in
accordance with the laws of the State of Florida, without regard to
its conflict of law principles.
MED GEN INC.
By:_______________________ _________________________
Paul S. Mitchell, Pres. Stewart A. Merkin, Esq.
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