June 15, 2000
Gregg Nolan
Chairman
Millennium Capital Quest Corp.
222 Munson Road
Wolcott, CT 06716
RE; CONSULTING AGREEMENT DATED DECEMBER 20, 1999 BETWEEN NEOSURG
TECHNOLOGIES, INC. AND YOU (THE "CONSULTING AGREEMENT")
Dear Gregg,
This letter confirms the following:
1. The Consulting Agreement is hereby terminated in its entirety. In this
connection, you agree that you will not receive any further compensation from
the undersigned (the "Company") pursuant to the Consulting Agreement, and you
acknowledge that you have not received any compensation from the Company
relating to any particular offering of securities.
2. You hereby acknowledge that no future amounts will be incurred or paid
pursuant to paragraph 5(a) of the Consulting Agreement, including for any
marketing or advertising.
3. You acknowledge that you have not provided to the Company any services
relating to the following:
(a) coordinating communications between the Company and investment
banks or equity investor groups;
(b) attracting investor venture capital or joint venture partners;
(c) structuring or promoting the Company's initial public offering or
any other offering of securities by the Company; or
(d) finding or arranging investments by any investor in the Company's
initial public offering or any previous private placements.
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4. Per the Consulting Agreement of December 20, 1999, we agree to complete
any retainer payments outstanding as of the date of termination.
5. It is further understood that you will not be entitled to any transaction
income and any services we contract in the future, will be billed at an hourly
consulting rate.
If the foregoing accurately sets forth our understanding, please sign where
indicated below.
Very truly yours,
NEOSURG TECHNOLOGIES, INC.
By: /s/ Peter T. O'Heeron
------------------------------
Peter T. O'Heeron
President
Accepted and agreed as of the date first above written:
MILLENNIUM CAPITAL QUEST
By: /s/ Gregg Nolan
------------------------------
Name: Gregg Nolan
Title: C.F.O.
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