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Exhibit 4.1
RICHARD R. DWYER, JR.
10100 W. Sample Road
Suite 304
Coral Springs, FL 33065
(954) 346-7557 Phone (954) 346-3488 Fax
June 2, 1997
Mr. Scott Siegel
First Aid Direct, Inc.
10211 MW 53rd Street
Sunrise, FL 33351
Gentlemen:
This letter shall constitute the terms of the Consulting Agreement
among and between Richard R. Dwyer, Jr., ("RRD"), an individual, and First Aid
Direct, Inc. ("FAD"), a Florida corporation. For ten dollars and other good and
valuable consideration it is agreed as follows:
1. Employment. RRD is retained by FAD to provide FAD with corporate
development consulting.
2. Service to be performed by RRD. RRD shall act as a consultant to
FAD to provide the following:
a. Assistance in preparation of due-diligence material.
b. Preparation and dissemination of FAD press releases.
c. Strategic consulting pertaining to Internet website
features and development.
d. Assistance with management recruiting.
3. Compensation. In consideration for the performance of the
services by RRD under this Agreement, RRD shall receive the following
compensation:
a. A five-year option to purchase 80,000 shares of FAD common
stock from treasury (the "Common Stock") at an exercise
price of $.10 per share.
b. FAD shall reimburse RRD, within 15 days of submission of
an invoice, for all out of pocket expenses pre-approved in
writing.
4. Registration Rights.
a. FAD agrees that it will as soon as reasonably practicable
and at the sole expense of FAD, register the shares of
Common Stock issuable upon the
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RRD Option under the Securities Act of 1933 (the "Act")
for resale by RRD. Such securities shall be registered on
a Form S-8 Registration Statement or, if such form is not
available, then upon another form which FAD is eligible to
use. FAD shall supply prospectuses meeting requirements of
the Act and such other documents as RRD may reasonably
request for at least one year following the effectiveness
of such registration in order to facilitate the public
sale or disposition of such securities, to register and
qualify any of such securities for sale in such states as
RRD designates and do any and all other acts and things
which may be necessary or desirable to enable RRD to
consummate the public sale or other disposition of such
securities.
b. RRD has knowledge and experience in business matters that
such is capable of evaluating the merits and risks of an
investment in FAD. RRD is familiar with the nature and
risks inherent in investments in unregistered securities
and in the business in which FAD engages and has
determined that an investment in FAD is consistent with
its investment objectives and income prospects. RRD
represents and warrants that it is an accredited investor
as defined in Rule 502(a) of Regulation D promulgated
under the Act. RRD is acquiring the shares of Common Stock
underlying the Option to be issued, for its own account
for investment purposes only and not with a view toward
resale or distribution of such shares either in whole or
in part.
5. Term. This Agreement shall be effective for a period of six
months, commencing upon the date of execution of this Agreement, provided that
RRD continues to perform the services listed in section 2.
6. Joint Relationship. Nothing contained in this Agreement shall be
construed to imply a joint venture or partnership or principle/agent
relationship between the parties hereto, and no party by this Agreement shall
have any right, power or authority to act or create any obligation, expressed or
implied, on behalf of the other party other than as set forth herein.
7. Confidential Information. The parties hereto recognize that a
major need of FAD is to preserve its trade secrets and confidential information.
By reason of this Agreement, RRD will have access to, and will obtain
specialized knowledge, trade secrets and confidential information about FAD s
plans and operations. Therefore, RRD hereby agrees that during and after the
Term RRD will not use (other than in performing services hereunder), disclose to
others, or publish any confidential information about the affairs of FAD,
including but not limited to confidential information concerning FAD s products,
methods, analytical techniques, technical information, customer information,
employee information, and other confidential information acquired by it in the
of its past or future services for FAD. RRD agrees to take responsibility and
appropriate steps to prevent the improper or inadvertent disclosure of any such
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confidential information. RRD further acknowledges that it may from time to time
in the performance of services under this Agreement come into possession of
information that could be deemed to be material non-public information and that
the possession of such information may limit RRD s ability to sell shares
underlying its Option.
8. Entire Agreement. This Agreement represents the entire Agreement
between the parties and is not subject to alteration, modification or change
except in writing signed by each of the parties. A waiver of any term or
condition of this Agreement shall not be assignable or transferable.
9. Notices. Any notice with respect to this Agreement shall be sent
via registered mail, return receipt requested, to each of the parties at the
address designated at the top of page one.
10. Choice of Law. This Agreement shall be governed and construed
under the laws of the State of Florida.
11. Disputes. The prevailing party in any dispute pursuant to this
Agreement shall be entitled to reasonable attorneys fees and costs.
If the foregoing meets with your approval, please indicate by
counter-signing below.
Sincerely,
By: /s/ Richard R. Dwyer, Jr.
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Richard R. Dwyer, Jr.
AGREED TO AND ACCEPTED:
First Aid Direct, Inc.
/s/ Scott Siegel June 2, 1997
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Scott Siegel Date
President & CEO