Exhibit 4.1
CONSULTING AGREEMENT
ALAN BERKUN & MED GEN INC.
January 10, 2001
MED GEN INC.
7284 W. Palmetto Park Road
Suite #106
Boca Raton, FL 33433
Alan Berkun, Esq.
83 Arnold Court
East Rockaway, NY 11518
Re: Engagement
Dear Mr. Berkun:
We are pleased to confirm the arrangements under which Alan Berkun
(The "Consultant") is engaged by Med Gen Inc. (The "Company") to
identify acquisition targets for the Company and to advise the Company
in structuring mergers or other acquisition to which the Company is a
party (the "Transaction").
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 identifying acquisition targets for the Company and to
continue to advise the Company in structuring mergers or other
acquisitions. The consultant shall advise the Board of Directors in
structuring an executive compensation plan for their Chief Executive
Officer and Chairman of the Board. Nothing contained herein
constitutes a commitment on the part of the Consultant to find an
acquisition target for the Company or, if such a target if found, that
any Transaction will be completed. The Consultant shall not have the
power of authority to bind the Company to any transaction without the
Company's prior written consent.
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") options
to acquire 1,520,000 shares of the Company's common stock at an
exercise price of $.50 per share for 460,000 shares, $1.00 per share
for 510,000 shares and $1.50 per share for 550,000 shares (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
<PAGE> Exhibit 4.1 - Pg. 1
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
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:
Alan Berkun, Esq.
83 Arnold Court
East Rockaway, NY 11518
(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. Alan Berkun, Esq.
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