February 22, 1999
Tom Motter
President & CEO
Paradigm Medical Industries, Inc.
1127 West 2320 South, Suite A
Salt Lake City, UT 84119
Dear Tom:
This letter confirms your engagement of Doug Adams as business development
consultant and sets forth the terms and conditions under which Doug Adams agrees
to serve Paradigm Medical Industries, Inc. with the following consulting
assignment:
1. Look for new technology opportunities in the field of ophthalmic devices
or equipment that are available for acquisition. See "Sale Transaction."
2. Explore options relating to an eventual merger of Paradigm within the
ophthalmic industry.
For the purposes of this agreement, a "Sale Transaction" includes any
transaction from a qualified buyer or seller that results in a cash or stock
payment. A qualified purchaser or seller is defined as a financially able
corporation with serious intent, a strategic plan, and a timetable.
Authorization from the Company in advance of approaching potential buyers or
sellers will be required in writing.
1. Scope. The representation of the Company by Doug Adams shall be exclusive
and shall be applicable to specific potential buyers/sellers identified
by Doug Adams to the Company and with respect to which the Company has
not had prior communications with respect to a merger/acquisition.
2. Term. This agreement shall be in effect for a period of one year from the
date of the Company's signing, and may be terminated on thirty (30) days
written notice.
3. Business Information. Company shall furnish complete and accurate
business and financial information during the term of this agreement.
4. Retainer Fee. Upon signing this agreement, Paradigm agrees to issue to
Doug Adams 25,000 shares of Paradigm stock. 15,000 shares are to be
issued upon signing this agreement and the balance to be issued upon
obtaining a LOI from a qualified candidate.
5. Expenses. All expenses in connection with the services to be provided
shall be pre-approved for reimbursement by the Company prior to such
expenses being incurred.
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6. Success Fee. In the event of any "Merger/Acquisition", developed by Doug
Adams during this agreement, Company agrees to pay Doug Adams at closing,
a "Success fee" based upon the total consideration paid or received by
Company. Such "Success Fee" shall be equal to 10% of the proceeds from
the "Merger/Acquisition" to a maximum of $1,000,000. The "Success Fee"
shall be paid at closing in the same form of consideration received or
paid by Company.
7. Indemnity. Company agrees to indemnify Doug Adams against any and all
claims that may be asserted by any party which arise out of the Agreement
or the services of Doug Adams.
8. Authority. By executing this agreement, you represent that you have the
absolute authority to enter into this agreement on behalf of Company.
9. Disclaimer. Doug Adams makes no representations, expressed or implied
that a sale transaction will result from the services furnished by Doug
Adams under the Agreement. The obligations of Doug Adams under the
Agreement shall not include legal or accounting services, which services
the Company shall obtain at its own expense.
Tom, I look forward to working with you on this important project. Please
indicate your acceptance of this Agreement by executing and returning the
enclosed copy.
Sincerely,
/s/ Doug Adams
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Doug Adams
Accepted and agreed to this day of February 22, 1999
By /s/ Thomas F. Motter
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Its: President and Chief Executive Officer
