SAFESCIENCE, INC.
Employment Agreement
--------------------
THIS EMPLOYMENT AGREEMENT, dated as of this 29th day of June, 1999
(this "Agreement"), is between SafeScience, Inc., a Nevada corporation
(hereinafter called the "Employer"), and Bradley J. Carver (hereinafter called
the "Employee").
WHEREAS, the Employer desires to employ the Employee as its President,
and the Employee desires to accept such employment, all upon the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the parties hereto hereby mutually agree as
follows:
1. Employment. The Employer hereby employs the Employee, and the
Employee hereby accepts employment, upon and subject to the terms and conditions
set forth herein.
2. Effective Date and Term. The term (the "Term") of employment of the
Employee hereunder shall commence as of the date first above written (the
"Effective Date") and shall continue until the third anniversary of the
Effective Date unless terminated earlier in accordance with the provisions
hereof or unless extended in writing by the Employer and Employee.
3. Title, Powers and Duties; Extent of Services. The Employee shall
promote the business and affairs of the Employer as its President. The Employee
shall report and be responsible to the Board of Directors of the Employer (the
"Board"), and, except for vacations and absences due to temporary illness or
disability, shall devote his full efforts, time, attention and energies to the
business and affairs of the Employer. As its President, the Employee shall have
the duties and responsibilities normally inherent in his position and such other
duties and responsibilities, consistent with his position, as may be reasonably
assigned to him by the Board from time to time. The Employee agrees to abide by
the rules, regulations, instructions, personnel practices and policies of the
Employer and any changes therein which may be adopted from time to time by the
Employer.
4. Compensation.
4.1 Salary. During the Term, the Employer shall pay the
Employee a base salary at the annual rate of $180,000, payable in accordance
with the Employer's standard payroll practices. The base salary to which the
Employee is entitled pursuant to this Section 4.1 is hereinafter referred to as
the "Salary".
4.2 Expense Reimbursement. The Employer shall reimburse the
Employee for any actual expenses incurred by the Employee within the scope of
his employment under this Agreement so long as such expenses are reasonable and
necessary, appropriately documented, and in compliance with budgetary and policy
guidelines of the Employer. The Employee will be responsible for reporting and
<PAGE>
documenting his own tax deductions for un-reimbursed business expenses.
4.3 Benefits. The Employee shall be entitled to receive such
employee or fringe benefits as may be offered or made available by the Employer
from time to time to its employees (the "Benefits").
4.4 Bonuses. The Employee will be eligible to receive bonuses
in accordance with individual and company performance criteria established under
the Employer's stock option plan, as determined by the Compensation Committee of
the Board.
5. Termination.
5.1 Termination upon Death. This Agreement and the Employee's
employment hereunder shall terminate immediately upon the Employee's death.
5.2 Termination. The Employer may at any time immediately
terminate the employment of the Employee under this Agreement with or without
Cause (as defined below). The Employee may at any time immediately terminate his
employment under this Agreement with or without Good Reason (as defined below).
The rights and obligations of the parties upon any termination of the Employee's
employment shall be as set forth in Section 5.3 hereof.
(a) For purposes of this Agreement, the term "Cause"
shall mean (i) any act of dishonesty, gross negligence or willful
misconduct with respect to the Employer, including without limitation,
fraud or theft, on the part of the Employee, (ii) conviction of the
Employee for a felony, or (iii) the Employee's sustained failure, as
determined by the Employer's Board of Directors, to perform significant
duties hereunder (which duties are not inconsistent with the terms of
this Agreement) after notice and a thirty (30) day opportunity to cure.
(b) For purposes of this Agreement, the term "Good
Reason" shall mean a material breach by the Employer of any term of
this Agreement.
5.3 Rights Upon Termination. In the event that:
(a) the employment of the Employee is terminated by
the Employee for Good Reason or by the Employer without Cause, then for
the remainder of the Term, the Employer shall pay to the Employee, at
the time otherwise due under Section 4, all Salary at the rate in
effect at the time of termination plus, if not yet paid to the
Employee, the Employee's bonus, if any, earned in the year prior to
such termination at such time as such bonus would be paid had the
Employee's employment hereunder not been terminated. The obligations of
the Employer pursuant to this Section 5.3(a) shall be in lieu of any
other rights of the Employee to compensation or Benefits hereunder, and
no other compensation of any kind or any other amounts shall be due to
the Employee by the Employer under this Agreement, except that Employee
-2-
<PAGE>
shall be entitled to continue to receive health benefits for the
remainder of the Term.
(b) the Employee's employment terminates by reason of
Employer's death or Permanent Disability, then the Employer shall pay
and provide to the Employee or Employee's estate or other successor in
interest at the time otherwise due under Section 4 all Salary and
Benefits due to the Employee under Section 4 through the end of the day
on which the termination occurs, but reduced in the case of disability
by any payments received under any disability plan, program or policy
paid for by the Employer. For purposes of this Agreement, "Permanent
Disability" shall mean the Employee's inability to perform his or her
duties hereunder for a continuous period of six (6) months by reason of
his or her physical or mental illness or incapacity. In the event of
any dispute concerning the existence of a Permanent Disability, such
question shall be determined by a licensed physician selected by the
Employer and reasonably acceptable to the Employee, whose determination
shall be final and binding upon the parties. The Employee shall submit
to such examinations and furnish such information as such physician may
reasonably request.
(c) the employment of the Employee is terminated by
the Employee without Good Reason or by the Employer for Cause, the
Employee shall not be entitled to compensation or Benefits granted
hereunder beyond the date of the termination of the Employee's
employment, and no other compensation of any kind or any other amounts
shall be due to the Employee by the Employer under this agreement.
5.4 Diminution of Responsibilities. For purposes of this
Section 5, a substantial diminution of the Employee's responsibilities or
authority as they relate to the Employer's business as a whole shall be deemed a
"termination" by the Company.
6. Confidential Information.
6.1 Definitions. For purposes of this Agreement, the term
"Confidential Information" shall mean (i) confidential information, knowledge or
data of the Employer, (ii) trade secrets of the Employer and (iii) any other
information of the Employer disclosed to the Employee or to which the Employee
is given access prior to the termination of the Employee's employment with the
Employer. Without limiting the generality of the foregoing, the term
Confidential Information shall include (A) all inventions, improvements,
developments, ideas, processes, prototypes, plans, drawings, designs, models,
formulations, specifications, methods, techniques, shop-practices, discoveries,
innovations, creations, technologies, formulas, algorithms, data, computer
databases, reports, laboratory notebooks, papers, writings, photographs, source
and object codes, software programs, other works of authorship, and know-how
(including all records pertaining to any of the foregoing), whether or not
reduced to writing and whether or not patented or patentable or registered or
registrable under patent, copyright, trademark or similar statute, that are
owned by the Employer or that are required to be assigned to the Employer by any
person, including, without limitation, the Employee or any other employee or
-3-
<PAGE>
consultant of the Employer, or that are licensed to the Employer by any person
(all of the foregoing items listed or described in this clause (A) are
hereinafter referred to, collectively, as "Inventions"), (B) information
regarding the Employer's plans for research and development or for new products,
(C) information regarding regulatory matters pertaining to the Employer, (D)
information regarding any acquisition or strategic alliance effected by the
Employer or any proposed acquisition or strategic alliance being considered by
the Employer, (E) information regarding the status or outcome of any
negotiations engaged in by the Employer, (F) information regarding the existence
or terms of any contract entered into by the Employer, (G) information regarding
any aspect of the Employer's intellectual property position, (H) information
regarding prices or costs of the Employer, (1) information regarding any aspect
of the Employer's business strategy, including, without limitation, the
Employer's marketing, selling and distribution strategies, (J) information
regarding customers or suppliers of the Employer, (K) information regarding the
skills, compensation and other terms of employment or engagement of the
Employer's employees and consultants, (L) business plans, budgets, unpublished
financial statements and unpublished financial data of the Employer, (M)
information regarding marketing and sales of any actual or proposed product or
services of the Employer and (N) any other information that the Employer may
designate as or reasonably deem to be confidential. "Confidential Information"
shall exclude information known to the Employee prior to the date of employment.
6.2 Nondisclosure. The Employee acknowledges that, except to
the extent otherwise provided below in this Section 6.2 or in Section 6.4
hereof, all Confidential Information disclosed to or acquired by the Employee is
a valuable, special, and unique asset of the Employer and is to be held in trust
by the Employee for the Employer's sole benefit. Except as otherwise provided
below in this Section 6.2 or in Section 6.4 hereof, the Employee shall not, at
any time during or after the Term, use for himself or others, or disclose or
communicate to any person for any reason, any Confidential Information without
the prior written consent of the Employer. Notwithstanding anything in this
Section 6.2 to the contrary, it is understood that, except to the extent
otherwise expressly prohibited by the Employer, (A) the Employee may disclose or
use Confidential Information in performing his duties and responsibilities to
the Employer but only to the extent required or necessary for the performance of
such duties and responsibilities in the ordinary course and within the scope of
his employment, and (B) the Employee may disclose any Confidential Information
pursuant to a request or order of any court or governmental agency, provided
that the Employee promptly notifies the Employer of any such request or order
and provides reasonable cooperation (at the Employer's expense) in the efforts,
if any, of the Employer to contest or limit the scope of such request or order.
6.3 Third Party Confidential Information. The Employee
acknowledges and agrees that the Employer has received, and may receive in the
future, confidential or proprietary information from third parties ("Third Party
Confidential Information") subject to a duty on the Employer's part to maintain
the confidentiality of such Third Party Confidential Information and to use it
only for certain limited purposes. During the Term and thereafter, the Employee
shall hold Third Party Confidential Information in the strictest confidence and
will not use or disclose to anyone any Third Party Confidential Information,
-4-
<PAGE>
unless expressly authorized in writing by the Employer or unless otherwise
provided below in this Section 6.3 or in Section 6.4 below. Notwithstanding
anything in this Section 6.3 to the contrary, it is understood that, except to
the extent otherwise expressly prohibited by the Employer, (A) the Employee may
disclose or use Confidential Third Party Information in performing his duties
and responsibilities to the Employer but only to the extent required or
necessary for the performance of such duties and responsibilities in the
ordinary course and within the scope of his employment and (B) the Employee may
disclose any Third Party Confidential Information pursuant to a request or order
of any court or governmental agency, provided that the Employee promptly
notifies the Employer of any such request or order and provides reasonable
cooperation (at the Employer's expense) in the efforts, if any, of the Employer
to contest or limit the scope of such request or order.
6.4 Permitted Disclosures. The Employee's obligations under
Section 6.2 and/or Section 6.3 hereof not to use, disclose or communicate
Confidential Information or Third Party Confidential Information to any person
without the prior written consent of the Employer shall not apply to any
Confidential Information or Third Party Confidential Information which (i) is or
becomes publicly known (as demonstrated by written evidence provided by the
Employee) under circumstances involving no breach by the Employee of this
Agreement and/or (ii) was or is approved for release by the Board or an
authorized officer of the Employer.
6.5 Other Duties. The obligations of the Employee under this
Section 6 are without prejudice, and are in addition to, any other obligations
or duties of confidentiality, whether express or implied or imposed by
applicable law, that are owed to the Employer or any other person to whom the
Employer owes an obligation of confidentiality.
7. No Improper Disclosure or Use of Materials. The Employee shall not
improperly use or disclose to the Employer or for the Employer's benefit any
confidential information or trade secrets of (i) any former or future employer,
(ii) any person to whom the Employee has previously provided, currently provides
or may in the future provide consulting services or (iii) any other person to
whom the Employee owes an obligation of confidentiality. The Employee shall not
bring onto the premises of the Employer any unpublished documents or any
property belonging to any person referred to in any of the foregoing clauses
(i), (ii) or (iii) unless consented to, in writing, by such person.
8. Right to Inspect. The Employee agrees that any property situated on
the Employer's premises, including disks and other storage media, filing
cabinets or other work areas, is subject to inspection by Employer personnel at
any time with or without notice.
9. Inventions; Assignment.
9.1 Definitions. For purposes of this Agreement, the term
"Assigned Inventions" shall mean any and all Inventions that (i) are made,
conceived, invented, discovered, originated, authored, created, learned or
reduced to practice by the Employee, either alone or together with others, in
-5-
<PAGE>
the course of performing his duties and responsibilities hereunder or in the
course of otherwise rendering any services to the Employer (in either case,
regardless of whether or not such Inventions were made, conceived, invented,
discovered, originated, authored, created, learned or reduced to practice by the
Employee at the Employer's facilities or during regular business hours or
utilizing resources of the Employer) or (ii) arise out of or are based upon any
Confidential Information or Third Party Confidential Information. For purposes
of this Agreement, the term "Proprietary Rights" shall mean (x) any and all
rights under or in connection with any patents, patent applications, copyrights,
copyright applications, trademarks, trademark applications, service marks,
service mark applications, trade names, trade name applications, mask works,
trade secrets and/or other intellectual property rights with respect to Assigned
Inventions and (v) the goodwill associated with any and all of the rights
referred to in the foregoing clause (x).
9.2 Assignment Notice. The Employee hereby agrees to hold any
and all Assigned Inventions and Proprietary Rights in trust for the sole right
and benefit of the Employer and such other person or persons as the Employer
shall designate in writing, and the Employee hereby assigns to the Employer and
such other person or persons as the Employer shall designate in writing all of
his right, title and interest in and to any and all Assigned Inventions and
Proprietary Rights. The Employee agrees to give the Employer prompt written
notice of any Invention or Proprietary Right and agrees to execute such
instruments of transfer, assignment, conveyance or confirmation and such other
documents as the Employer may request to evidence, confirm or perfect the
assignment of all of the Employee's right, title and interest in and to any
Assigned Invention or Proprietary Right pursuant to the foregoing provisions of
this Section 9.2. The Employee hereby waives and quitclaims to the Employer any
and all claims of any nature whatsoever that the Employee may now or hereafter
have for infringement of any Proprietary Rights assigned hereunder to the
Employer.
9.3 Works Made for Hire. The Employee hereby acknowledges and
agrees that those Assigned Inventions that are original works of authorship
protectable by copyright are "works made for hire," as that term is defined in
the United States Copyright Act.
9.4 Duties to Assist. At the request of the Employer, the
Employee will assist the Employer in every proper way (including, without
limitation, by executing patent applications) to obtain and enforce in any
country in the world Proprietary Rights relating to any or all Assigned
Inventions. The Employee's obligation under this Section 9.4 shall continue
beyond the Term. If and to the extent that, at any time after the Term, the
Employer requests assistance from the Employee with respect to obtaining and
enforcing in any country in the world any Proprietary Rights relating to
Assigned Inventions, the Employer shall compensate the Employee at a reasonable
rate for the time and expenses actually spent by the Employee on such
assistance.
9.5 Power of Attorney. By this Agreement, the Employee hereby
irrevocably constitutes and appoints the Employer as his attorney-in-fact for
the purpose of executing, in the Employee's name and on his behalf, (i) such
instruments or other documents as may be necessary to evidence, confirm or
-6-
<PAGE>
perfect any assignment pursuant to the provisions of this Section 9, (ii) such
instruments or other documents as may be necessary to assign, transfer or convey
any Assigned Invention to any third party to whom the Employer desires to
assign, transfer or convey any Assigned Invention or any interest therein or
(iii) such applications, certificates, instruments or documents as may be
necessary to obtain or enforce any Proprietary Rights in any country of the
world. This power of attorney is coupled with an interest on the part of the
Employer and is irrevocable.
9.6 Filings. Without the prior written consent of the
Employer, the Employee shall not, at any time, file any patent, trademark,
service mark, trade name or copyright application with respect to, or claiming,
any Assigned Inventions.
9.7 Other Duties. The obligations of the Employee under this
Section 9 are without prejudice, and are in addition to, any other obligations
or duties of the Employee, whether express or implied or imposed by applicable
law, to assign to the Employer all Assigned Inventions and all Proprietary
Rights.
10. Agreement Not to Compete.
10.1 Noncompetition. In view of the unique nature of the
business of the Employer and the need of the Employer to maintain its
competitive advantage in the industry, the Employee agrees that, during the
Restricted Period (as defined in Section 10.2 below), the Employee shall not,
directly or indirectly, within the United States of America or its Territories
or Possessions or within any other country in the world in which the Employer
has conducted or is then conducting business, engage in, own an interest in
(except as a holder of no more than five percent (5%) of the shares of any
publicly traded corporation), be employed by, consult for, act as an advisor to,
or otherwise in any way participate in or become associated with, any
Competitive Business (as defined in Section 10.2 below) or any corporation,
partnership, limited liability company, business, enterprise, venture or other
person or entity that is engaged or participates in any Competitive Business
(each, a "Competitive Business Entity"), unless in each case the Employee shall
have given to the Board notice of the Employee's intention to be employed by,
consult for, act as an advisor to, or otherwise in any way participate in or
become associated with, any Competitive Business or any Competitive Business
Entity and the Board shall have approved the Employee's relationship with or
engagement in such Competitive Business or Competitive Business Entity;
provided, however, that, notwithstanding anything in the foregoing provisions of
this Section 10.1 to the contrary, the Employee may be employed by, consult for,
act as an advisor to, or otherwise participate in any way with, any person or
entity that is engaged in any Competitive Business if, but only if, the services
being rendered by the Employee to such person or entity (whether in the nature
of employment services, consulting services or otherwise) do not pertain or in
any way relate to such Competitive Business. During the Restricted Period, the
Employee also shall not solicit, or arrange to have any other person or entity
solicit, any person or entity engaged by the Employer as an employee, customer
or supplier of, or consultant or advisor to, the Employer to terminate such
party's relationship with the Employer.
-7-
<PAGE>
10.2 Definitions. For purposes of this Section 10, the
following terms shall have the meanings provided therefor below:
(a) "Competitive Business" shall mean any business
that is engaged in a business in competition with the activities of the
Company as they may exist from time to time.
(b) "Restricted Period" shall mean the period
commencing on the date of this Agreement and ending on the first
anniversary of the effective date of the termination of the Employee's
employment with the Employer unless: (a) Employer terminates the
employment of the Employee under this Agreement without Cause or (b)
Employee terminates employment with Good Reason, in which case "
Restricted Period" shall mean the period commencing on the date of this
Agreement and ending on the date the Employee ceases being entitled to
receive Salary pursuant to the provisions of Section 5.3(a).
10.3 Time Periods; Divisibility. The time periods provided for
in this Section 10 shall be extended for a period of time equal to any period of
time in which the Employee shall be in violation of any provision of this
Section 10 and any period of time required for litigation to enforce the
provisions of this Section 10. If at any time the provisions of this Section 10
shall be determined to be invalid or unenforceable, by reason of being vague or
unreasonable as to area, duration or scope of activity, this Section 10 shall be
considered divisible and shall become and be automatically amended to apply only
to such area, duration and scope of activity as shall be determined to be
reasonable by the court or other body having jurisdiction over the matter; and
the Employee agrees that this Section 10, as so amended, shall be valid and
binding as though any invalid or unenforceable provision had not been included
herein.
11. Return of Documents. Employee will promptly deliver to the
Employer, upon the termination of the Employee's employment with the Employer
or, if earlier, upon the request of the Employer, all documents and other
tangible media (including all originals, copies, reproductions, digests,
abstracts, summaries, analyses, notes, notebooks, drawings, manuals, memoranda,
records, reports, plans, specifications, devices, formulas, storage media,
including software, and computer printouts) in the Employee's actual or
constructive possession or control that contain, reflect, disclose or relate to
any Confidential Information, Third Party Confidential Information, Assigned
Inventions or Proprietary Rights. The Employee will destroy any related computer
entries on equipment or media not owned by the Employer.
12. No Use of Name, Etc. Without the prior written consent of the
Employer, the Employee shall not, at any time (including, without limitation, at
any time after the termination of the Employee's employment with the Employer),
use, for himself or on behalf of any other person, any name that is identical or
similar to or likely to be confused with the name of the Employer or the name of
any product or service produced or provided by the Employer, provided that the
Employee prior to termination may use the Employer's name in performing his or
her duties and responsibilities to the Employer but only to the extent required
or necessary for the performance of such duties and responsibilities in the
-8-
<PAGE>
ordinary course and within the scope of his employment. Without the prior
written consent of the Employer, the Employee shall not, at any time after the
termination of the Employee's employment with the Employer, directly or
indirectly represent himself, whether on his behalf or on behalf of any other
person, as then being in any way connected or associated with the Employer.
13. No Conflicting Obligation. Employee represents that he is free to
enter into this Agreement and that his performance of all of the terms of this
Agreement and of all of his duties and responsibilities as an employee of the
Employer do not and will not breach (i) any agreement to keep in confidence
information acquired by the Employee in confidence or in trust, (ii) any
agreement to assign to any third party inventions made by the Employee and/or
(iii) any agreement not to compete against the business of any third party.
Employee further represents that he has not made and will not make any
agreements in conflict with this Agreement.
14. Indemnification. The Employer agrees to indemnify, defend and hold
harmless the Employee and his respective successors, heirs and assigns
("Indemnitees") against any liability, damage, loss or expense (including
reasonable attorneys' fees and expenses of litigation) incurred by or imposed
upon the Indemnitees or any of them in connection with any claims, suits,
actions, demands or judgments arising from the good faith performance by the
Employee of his duties and responsibilities hereunder.
15. Unique Nature of Agreement; Specific Enforcement. The Employer and
the Employee agree and acknowledge that the rights and obligations set forth in
this Agreement are of a unique and special nature and that the Employer is,
therefore, without an adequate legal remedy in the event of the Employee's
violation of any of the covenants set forth in this Agreement. The Employer and
the Employee agree, therefore, that, in addition to all other rights and
remedies, at law or in equity or otherwise, that may be available to the
Employer, each of the covenants made by the Employee under this Agreement shall
be specifically enforceable in equity.
16. Survival. The provisions of Sections 6, 7, 9, 10, 12 and 14 shall
survive the termination of this Agreement.
17. Miscellaneous.
17.1 Entire Agreement. This Agreement represents the entire
agreement of the parties with respect to the arrangements contemplated hereby.
No prior agreement, whether written or oral, shall be construed to change,
amend, alter, repeal or invalidate this Agreement. This Agreement may be amended
only by a written instrument executed in one or more counterparts by the
parties.
17.2 Waiver. No consent to or waiver of any breach or default
in the performance of any obligations hereunder shall be deemed or construed to
be a consent to or waiver of any other breach or default in the performance of
any of the same or any other obligations hereunder. Failure on the part of
either party to complain of any act or failure to act of the other party or to
declare the other party in default, irrespective of the duration of such
-9-
<PAGE>
failure, shall not constitute a waiver of rights hereunder and no waiver
hereunder shall be effective unless it is in writing, executed by the party
waiving the breach or default hereunder.
17.3 Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement may be assigned by the Employer to any
Affiliate of the Employer and to a successor of its business to which this
Agreement relates (whether by purchase or otherwise). "Affiliate of the
Employer" means any person which, directly or indirectly, controls or is
controlled by or is under common control with the Employer and, for the purposes
of this definition, "control" (including the terms "controlled by" and "under
common control with") shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of another
whether through the ownership of voting securities or holding of office in
another, by contract or otherwise. The Employee may not assign or transfer any
or all of his rights or obligations under this Agreement.
17.4 Arbitration.
(a) Disputes to be Arbitrated Any controversy, claim,
or dispute arising out of or relating to this Agreement, including its
formation, validity, or breach thereof, whether arising during or after
the period of this Agreement, shall be settled by arbitration in
accordance with the rules of the American Arbitration Association, and
the decision of the arbitrator shall be final and binding upon the
parties. Nothing in this paragraph, however, shall prevent the parties
from seeking injunctive relief from a state or federal court of
competent jurisdiction.
(b) Arbitration Procedure The arbitration shall be
conducted by one neutral arbitrator, who shall be selected in
accordance with the rules of the American Arbitration Association. The
arbitration shall take place in Boston, Massachusetts. The arbitrator
shall issue a written decision and set forth the reasons for said
decision. Judgment upon the award rendered by the arbitrator may be
entered in any federal or state court having competent jurisdiction
thereof. The costs of arbitration, including the fees of the
arbitrator, shall be borne equally. Each side shall bear its own
attorney's fees and costs, and punitive damages shall not be allowed.
17.5 Severability. All headings and subdivisions of this
Agreement are for reference only and shall not affect its interpretation. In the
event that any provision of this Agreement should be held unenforceable by a
court of competent jurisdiction, such court is hereby authorized to amend such
provision so as to be enforceable to the fullest extent permitted by law, and
all remaining provisions shall continue in full force without being impaired or
invalidated in any way.
17.6 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts,
excluding choice of law rules thereof.
-10-
<PAGE>
IN WITNESS WHEREOF, the parties have signed this agreement as of the
date written above as a sealed instrument.
SAFESCIENCE, INC.
By: /s/ Illegible
-------------
Name:
Title:
/s/ Bradley J. Carver
---------------------
Name: Bradley J. Carver
-11-
