MAGELLAN TECHNOLOGY INC
8-K, EX-10.2, 2000-12-05
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                                                                    Exhibit 10.2

                              Consultant Agreement


Date:         October 6, 2000

                                     PARTIES

BIOMERIDIAN INTERNATIONAL,  INC. 12411 South 265 West, Ste. F., Draper, UT 84020
("BioMeridian") and ROBERT GREENBERG  ("Consultant") 604 West Summit, Payson, AZ
85541

                              OPERATIVE PROVISIONS

1.       Consultant Services

     1.1  BioMeridian  engages Consultant to assist BioMeridian in promoting the
          company and it's respective products and services.

2.       Duration

     2.1  This  agreement  shall commence on October 16, 2000 and shall continue
          until terminated per Section 5 below.

3.       Consultant's Services

     3.1  During the period of this  Agreement,  Consultant  is  retained  on an
          ongoing  basis for not less  than16  hours per week,  to  provide  his
          services,  as an  expert  in  healthcare  at  such  times  and at such
          locations as BioMeridian and Consultant shall agree from time to time.
          It is agreed that  consultant will provide  appropriate  value for his
          services.  The scope of work will be  determined  for each project and
          approved by BioMeridian.

     3.2  Consultant shall provide his services to the best of his ability.

4.       Compensation

     4.1  The first 45 days of  consulting  services  is agreed upon as 40 hours
          per week and  compensation  will be as  previously  stipulated  ending
          November 31, 2000.

     4.2 Compensation for consulting services thereafter is $50/hr.

5.       Termination

     5.1  This  agreement  can be terminated by either party at any time with 60
          days prior notice.

     5.2  BioMeridian  may terminate  this  Agreement  immediately if Consultant
          shall:

               (a) be in breach of any of the terms of this Agreement.

               (b) be incompetent,  guilty of gross misconduct and/or serious or
               persistent negligence in the provision of his services hereunder.
<PAGE>

               (c) fail or  refuse  written  warning  to  provide  the  services
               reasonably and properly required of him hereunder.

6.       Confidential Information

     6.1  Consultant  agrees to treat as secret and  confidential and not at any
          time for any reason  disclose or permit to be  disclosed to any person
          or  otherwise  make use of or  permit  to make use of any  information
          relating to  BioMeridian's  technology,  business affairs or finances,
          other than what is deemed public  knowledge.  Upon termination of this
          Agreement for any reason  Consultant  shall deliver to BioMeridian all
          working  papers  and  other  materials  provided  or  prepared  by him
          pursuant to this Agreement.

7.       Independent Contractor

     7.1  Consultant  is and shall remain an  independent  contractor  rendering
          professional  services.  Nothing  contained in this Agreement shall be
          deemed by either  party to create the  relationship  of  employer  and
          employee or principal and agent and neither  party shall  represent to
          any third party that  anything  other than an  independent  contractor
          relationship exists between Consultant and BioMeridian.

8.       Tax Liabilities

     8.1  It is agreed that  Consultant  shall be responsible for all income tax
          liabilities in connection with the services provided  hereunder by the
          Consultant  and  the  Consultant  hereby  indemnifies  BioMeridian  in
          respect of any income tax, which may be found due from  BioMeridian in
          respect of the services provided hereunder.

9.       Governing Laws

     9.1  This Agreement shall be governed by and  interpreted  according to the
          laws of the State of Utah.



BioMeridian International, Inc.                      Robert Greenberg
12411 South 265 West, Ste. F                         604 West Summit
Draper, UT 84020                                     Payson, AZ 85541


Darwin D. Millet                                     Robert Greenberg
___________________                                  _________________
Darwin D. Millet                                     Robert Greenberg
President/CEO                                        Consultant
Dated this ________ of                               Dated this ________ of
_______________, 2000                                _______________, 2000



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