CONSULTING AGREEMENT
This Agreement is made as of this February 26 2002, by and between Vital Health
Technologies, Inc., ("the Company") a corporation duly organized and existing
under the laws of Minnesota, with offices at 855 Village Center Drive North,
Suite 315, North Oaks, Minnesota 55127 and William Kieger ("the Consultant")
with his address at 6844 W. Shadow Lake Dr., Lino Lakes, Minnesota 55014 .
WHEREAS, the Company is a development stage company that owns a technology
called Variance Cardiography used to detect heart disease.
WHEREAS, the Consultant provides; a liaison between company and variance
cardiograph beta sites for trouble shooting and training needs, advise directors
in maintaining accounting and business reporting, advise regarding
merger/acquisition proposals, assistance in maintaining relationships with
development team members in particular engineers, physicians and regulatory
professionals ("Consulting Services"),
WHEREAS, the Company wishes to retain the services of the Consultants on the
following terms and conditions:
1. The Company hereby retains the services of the Consultant for a period
of 12 months commencing on the date the agreement is signed. In
exchange for the Consulting Services, the Consultant shall receive
300,000 shares of Company's common stock Services of the Consultant
shall not directly or indirectly promote or maintain a market for the
Company's securities and are not and will not be provided in
connection with a capital raising transaction for the Company.
2. The Consultant shall, employing his best efforts, assist the Company
by: providing services.
3. The Consultant shall be an independent contractor and shall have no
right or authority to assume or create any obligations or
responsibility, express or implied, on behalf of or in the name of the
Company, unless specifically authorized in writing by the Company. No
provision of this Agreement shall be construed to preclude consultant
from pursuing other projects.
4. The Consultant (including any person or entity acting for or on behalf
of the Consultant) shall not be liable for any mistakes of fact,
errors of judgment, for losses sustained by the Company or any
subsidiary or for any acts or omissions of any kind, unless caused by
the negligence or intentional misconduct of the Consultant or any
person or entity acting for or on behalf of the Consultant.
5. The Company and its present and future subsidiaries jointly and
severally, agree to indemnify and hold harmless the Consultant against
any loss, claim, damage or liability whatsoever, (including reasonable
attorneys' fees and expenses), to which such indemnified party may
become subject as a result of performing any act (or omitting to
perform any act) contemplated to be performed by the Consultant
pursuant to this Agreement if such act or omission did not violate the
provisions of Section 4 of this Agreement. So long as the Company has
not provided counsel to the indemnified party in accordance with the
terms of this Agreement, the Company and its subsidiaries agree to
reimburse the defense of any action or investigation (including
reasonable attorney's fees and expenses), subject to any understanding
from such indemnified party to repay the Company or its subsidiaries
if it is ultimately determined that such indemnified party is not
entitled to such indemnity. In case any action, suit or proceeding
shall be brought or threatened, in writing, against any indemnified
party, it shall notify the Company within twenty (20) days after the
Indemnified Party receives notice of such action, suit or such threat.
The Company shall have the right to appoint the Company's counsel to
defend such action, suit or proceeding, provided that such indemnified
party consents to such representation by such counsel, which consent
shall not be unreasonably withheld. In the event any counsel appointed
by the Company shall not be acceptable to such indemnified party, then
the Company shall have the right to appoint alternative counsel for
such indemnified party reasonably acceptable to such indemnified
party, until such time as acceptable counsel can be appointed. In any
event, the Company shall, at its sole cost and expense, be entitled to
appoint counsel to appear and participate as co-counsel in the defense
thereof. The indemnified party, or its co-counsel, shall promptly
supply the Company's counsel with copies of all documents, pleadings
and notices which are filed, served or submitted in any of the
aforementioned. No indemnified party shall enter into any settlement
without the prior written consent of the Company, which consent shall
not be unreasonable withheld.
6. This Agreement shall be binding upon the Company and the Consultant
and their successors and assigns.
7. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, each portion of any
section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (ii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision held, invalid
illegal or unenforceable.
8. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver
of any other provisions hereof (whether or no similar) shall be
binding unless executed in writing by both parties hereto nor shall
such waiver constitute a continuing waiver.
9. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of
which shall constitute one and the same Agreement.
10. The Parties agree that should any dispute arise in the administration
of this Agreement, that the agreement shall be governed and construed
by the Laws of the State of Minnesota.
11. This Agreement contains the entire agreement between the parties with
respect to the consulting services to be provided to the Company by
the Consultant and supersedes any and all prior understandings,
agreement or correspondence between the parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.
VITAL HEALTH TECHNOLOGIES, INC.
BY: /s/ Lloyd Woelfle BY: /s/ William Kieger
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Lloyd Woelfle William Kieger
Director
BY: /s/ Stephen Muscanto
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Stephen Muscanto
Director