Exhibit 10.8
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EMPLOYMENT AGREEMENT
MEMORANDUM OF AGREEMENT entered into at Montreal, Quebec, this 5th day of
October, 1998.
BY AND BETWEEN: PHOENIX INTERNATIONAL LIFE SCIENCES INC., a
company duly incorporated under the laws of
Canada, having its principal place of
business at 2350 Cohen, Ville St. Laurent,
Quebec, herein acting and represented by Dr.
John Hooper, duly authorized to act
hereunder for the purposes of the present
Employment Agreement as he or she so
declares;
(hereinafter "PHOENIX")
AND Mr. David Moszkowski, Executive, domiciled
and residing at 2913 Lake Road,
Dollard-des-Ormeaux, Quebec H9B 2K5.
(hereinafter the "Employee")
THE PARTIES DECLARE AS FOLLOWS:
WHEREAS PHOENIX wishes to retain the Employee's services for
the position set forth in Schedule 4.1 and whereas the Employee wishes to offer
his or her services on such basis to PHOENIX, the whole in accordance with the
conditions stipulated in this Employment Agreement;
WHEREAS PHOENIX and the Employee wish to set forth the working
conditions governing their employment relationship;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration
of the mutual promises contained herein, and other good and valuable
consideration the adequacy and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
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ARTICLE 1
PREAMBLE
1.1 The Preamble forms an integral part of this Employment Agreement.
ARTICLE 2
GENERAL PROVISIONS
2.1 HEADINGS. The insertion of headings is for convenience of reference only and
shall not affect or be utilized in the interpretation hereof.
2.2 SEVERABILITY. Any article, section, subsection or other subdivision of this
Employment Agreement or any other provision of this Employment Agreement which
is deemed to be or becomes, illegal, invalid or unenforceable shall be severed
herefrom and shall be ineffective to the extent of such illegality, invalidity
or unenforceability and shall not affect or impair the remaining provisions
hereof which shall remain in full force and effect.
2.3 ENTIRE AGREEMENT. This agreement constitutes the entire agreement between
the parties pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations, and discussions, whether oral or
written, by the parties in respect of its subject matter.
2.4 AMENDMENT. No amendment hereto shall be binding unless expressly provided
for in an instrument duly executed by the parties hereto.
2.5 WAIVER. No waiver by any party hereto, whether by conduct or otherwise, of
any of the provisions of this Employment Agreement shall be deemed to constitute
a waiver by such party of any other provisions nor shall such waiver constitute
a continuing waiver hereof, unless otherwise expressly provided in an instrument
duly executed by the party or parties hereto.
2.6 GOVERNING LAW. This Employment Agreement shall be governed by and
interpreted and construed in accordance with the Laws of Quebec.
2.7 CONFLICTING AGREEMENTS. PHOENIX and the Employee acknowledge that there may
be other contracts attached as Schedules to this Employment Agreement. If these
Schedules contain terminology, definitions or terms, or create rights or
obligations which are at variance or conflict with the terminology, definitions
or terms, rights or obligations used or contained in this Employment Agreement,
then the parties agree that the terms of this Employment Agreement shall be
deemed to set forth their true and complete intention and agreement.
2.8 PHOENIX. The term "PHOENIX" used in this Employment Agreement shall mean
Phoenix International Life Sciences Inc., a legal person having its head office
and principal place
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of business in the City of St. Laurent, district of Montreal, Quebec, Canada,
and its subsidiaries and affiliated companies.
2.9 BUSINESS. For the purposes of this Employment Agreement, "Business" shall
mean, in relation to PHOENIX, the business now and heretofore and hereafter
conducted by PHOENIX to the termination of this Employment Agreement, as well as
the business PHOENIX was in the process of actively developing at the time of
the termination of this Employment Agreement and of which the Employee was
aware. Without limiting the generality of the foregoing, the business at the
time of the signing of this Employment Agreement is the business of a
multi-service contract research organization ("CRO") which provides discovery,
analytical services, preclinical studies, clinical studies, regulatory affairs
services and scientific software products and services, to pharmaceutical and
biotechnology companies in the United States, Canada, the European Common
Market, and Switzerland.
2.10 SCHEDULES: The following Schedules form part of this Employment Agreement:
Schedule 4.1 Initial Position Description
Schedule 11.5 Key Employee Share Option Purchase Plan
Schedule 14.3 Change in Control Agreement
ARTICLE 3
DURATION
3.1 This Employment Agreement is hereby concluded for an indeterminate period of
time, effective as of November 16, 1998. The Employee may, at his or her option,
report for work at an earlier date than November 16, 1998.
ARTICLE 4
DUTIES
4.1 As an employee of PHOENIX, the Employee's duties and responsibilities shall
include, above and beyond those inherent to the position set forth in Schedule
4.1 and normally pertaining to it, those compatible with the position and which
PHOENIX may delegate to the Employee from time to time, including but not
limited to, holding director or officer positions in PHOENIX and/or one or more
of PHOENIX's wholly owned subsidiary companies, as well as performing other
duties on behalf of these latter companies as may be required from time to time.
The Employee's initial title shall be Senior Vice President and Chief
Financial Officer.
4.2 The Employee shall execute all duties and functions from Montreal but will
travel
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as reasonably required to properly perform the work required of him or her
hereunder.
4.3 Without limitation, the Employee acknowledges that the Business depends to a
considerable extent on PHOENIX's compliance with regulations particularly Good
Laboratory Practices Regulations and Good Clinical Practices Regulations,
governing drug development and issued by the International Committee on
Harmonization, regulatory bodies in the U.S.A., Canada and Europe, and other
national and international drug regulations. The Employee affirms and agrees
that he or she is familiar with all drug regulations relevant to his or her
duties, and that he or she will use his or her best efforts to strictly conform
with these regulations in carrying out his or her duties.
4.4 The Employee shall report to the Chairman and CEO.
ARTICLE 5
LOYALTY
5.1 The Employee shall devote his or her full time, attention, skills and
competence to PHOENIX and to the Business. The Employee shall act with
diligence, loyalty and honesty and shall make all necessary efforts to promote
PHOENIX's legitimate business interests during the term of this Employment
Agreement.
5.2 Subject to section 5.4, the Employee shall not, during the term of this
Employment Agreement, on his or her own behalf or on behalf of any person,
whether directly or indirectly, in any capacity whatsoever, alone, through or in
connection with any person, carry on, or be engaged in, or have any financial or
other interest in, or be otherwise commercially involved in any endeavor,
activity or business whether or not such other endeavor, activity or business is
in competition, in whole or in part, with the Business.
5.3 If the Employee breaches his or her obligations pursuant to section 5.2
above, then PHOENIX shall be entitled to receive the greater of any profits,
benefits or other advantages which may result or ensue from the Employee's
activities.
5.4 The Employee shall not be in default under this Employment Agreement by
virtue of holding, strictly for portfolio purposes and as a passive investor, no
more than five percent (5%) of the issued and outstanding shares of any body
corporate which is listed on a recognized stock exchange, the business of which
body corporate is in competition, in whole or in part, with the Business. The
five percent (5%) limitation shall not apply to securities which the Employee
may hold in a company affiliated with PHOENIX, within the meaning of the CANADA
BUSINESS CORPORATIONS ACT.
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ARTICLE 6
CONFIDENTIALITY
6.1 The Employee hereby agrees that during his or her employment and for a
period of three (3) years following the termination of his or her employment, he
or she shall not, directly or indirectly, use, divulge, diffuse, sell, transfer,
give, circulate, or otherwise exploit for his or her own benefit or for the
benefit of any other person, whatsoever or whomsoever, or otherwise make public,
any Confidential Information.
"CONFIDENTIAL INFORMATION": For the purposes of this
Employment Agreement, shall mean all information or Works in
whatever form (oral, written, machine readable or otherwise)
pertaining to PHOENIX and its Business, operations,
properties, assets and liabilities, including, without
limitation, files and records pertaining to the Business and
trade secrets (including, but not limited to, lists of
Customers and suppliers, Customer requirements and practices,
costings, equipment, technical information, research results,
methodology, supplier availability, business plans, sales
methods and ideas, marketing strategy, employee remuneration
and benefits and pricing structures and information) as well
as all financial information known to the Employee.
"Confidential Information" shall also mean information which
although not technically a trade secret, may prove prejudicial
to PHOENIX and its Business if disclosed or disseminated, for
example, related to products, services, computer software and
the activities of PHOENIX or its Customers (whether of a
financial, technical or planning nature), but the phrase
"Confidential Information" shall not include information
which:
(i) is in the public domain through no fault of the
Employee;
(ii) is required by law, governmental authority or a court of
law to be disclosed: or
(iii) is approved in writing by PHOENIX for disclosure prior
to its disclosure.
"CUSTOMER": For the purposes of this Employment Agreement
shall mean any pharmaceutical manufacturer (regardless of
whether or not has contacted such manufacturer) and any other
individual, partnership, legal person or entity for whom
PHOENIX has performed services, or to whom has sold products
or licensed computer software or contacted with a view to
performing services, selling products or licensing software,
during the twelve (12) month period preceding the date of
termination of the Employee's employment.
"WORKS": For the purposes of this Employment Agreement, shall
mean all Standard Operating Procedures, techniques and methods
used to perform research or services, all inventions,
improvements, discoveries, literary and artistic works and
other original works of any kind or nature whatsoever,
industrial
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designs, trade marks, patents, software programs, source codes
and related materials (whether or not registered) and software
validation procedures related to PHOENIX or to the Business.
6.2 Notwithstanding anything to the contrary herein contained, the Employee's
covenant set forth in section 6.1 above shall be unlimited as to time insofar as
it relates to trade secrets of PHOENIX and its Customers, and Confidential
Information of Customers.
6.3 Any document or Works composed, assembled or produced by the Employee, or by
any employee of PHOENIX, or any Customer, and containing Confidential
Information shall be deemed to be Confidential Information within the meaning of
this Employment Agreement and shall be treated as such.
6.4 Confidential Information and all embodiments thereof (including any
reproduction) are and shall remain the sole property of PHOENIX and shall be
returned to PHOENIX immediately on demand, whether before or after termination
of this Employment Agreement.
6.5 Notwithstanding any provision hereof, nothing in this Employment Agreement
shall prevent the disclosure of Confidential Information if such disclosure must
be made in response to the formal request of a governmental body or is otherwise
required under any applicable law; it being understood, however, that the
Employee shall inform PHOENIX of such a request for disclosure in order that the
latter may decide to contest the said disclosure.
6.6 All Works made or conceived in whole or in part by the Employee related to
the Business, whether alone or with others, will promptly be disclosed by the
Employee to PHOENIX and will be the sole and exclusive property of PHOENIX, the
Employee hereby acknowledging that he or she shall have no right to, or title or
interest of any nature whatsoever in such Works, unless otherwise agreed to in
writing by PHOENIX. The Employee further agrees to assist PHOENIX and to sign
all such documents or do all such things as may be required to protect or to
register the Works.
6.7 The Employee agrees that he or she shall not, at any time during the term of
his or her employment with PHOENIX make or cause to be made or remove or cause
to be removed from PHOENIX's possession or premises any documents or materials
of any nature whatsoever that are based upon Raw Data. For purposes of this
Employment Agreement, Raw Data means any worksheets, records, memoranda, notes
or exact copies thereof, that are the result of original observations and
activities and are necessary or useful or related to a project. Raw Data may
include, but is not limited to, photographs, microfilm or microfiche copies,
computer printouts, magnetic or optical mass data storage media, including
detailed observations and recorded data from automated instruments.
ARTICLE 7
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OBLIGATION NOT TO COMPETE
7.1 In the grant of options referred to in article 11.5 hereof by PHOENIX, the
Employee covenants and agrees that he or she shall not at any time within the
period of one (1) year following the termination of his or her employment
hereunder, on his or her own behalf or on behalf of any person, whether directly
or indirectly, in any capacity whatsoever, alone, through or in connection with
any person, compete or be employed by a business which competes with the
Business anywhere within Canada, the United States of America, the European
Common Market or Switzerland.
ARTICLE 8
OBLIGATION NOT TO SOLICIT CUSTOMERS
8.1 In consideration the grant of options referred to in article 11.5 hereof by
PHOENIX, the Employee shall not, for a period of one (1) year following the
termination of his or her employment, on the Employee's own behalf or on behalf
of any person, whether directly or indirectly, in any capacity whatsoever,
alone, through or in connection with any person for any purpose which is in
competition, in whole or in part, with the Business:
8.1.1 solicit any Customer or aid, procure or assist in the soliciting of any
Customer; or
8.1.2 accept, or aid, procure or assist in the acceptance of, any business from
any Customer.
ARTICLE 9
OBLIGATION NOT TO SOLICIT EMPLOYEES
9.1 In consideration of the grant of options referred to in article 11.5 hereof
by PHOENIX, the Employee shall not, for a period of one (1) year following the
termination of his or her employment, on the Employee's own behalf, or on behalf
of any person, whether directly or indirectly, in any capacity whatsoever,
alone, through or in connection with any person:
9.1.1 employ, offer employment to, or solicit the employment or
engagement of or otherwise entice away from the employment of
PHOENIX any individual who is or was employed by PHOENIX at
any time within the twelve (12) months preceding the
termination of the Employee's employment, including but not
limited to any employee, contractor, salesman, agent,
consultant, distributor, representative, advisor, or supplier
of PHOENIX having received remuneration from PHOENIX in
recognition of services rendered to; or
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9.1.2 aid, procure or assist any person to employ, offer employment
or solicit the employment or engagement of or otherwise entice
away from the employment of PHOENIX any individual who is or
was employed by at any time within the twelve (12) months
preceding the termination of the Employee's employment,
including but not limited to any employee, contractor,
salesman, agent, consultant, distributor, representative,
advisor, or supplier of PHOENIX having received remuneration
from PHOENIX for services rendered to PHOENIX.
ARTICLE 10
RECOGNITION
10.1 The Employee hereby expressly recognizes that Articles 6, 7, 8 and 9 of
this Employment Agreement are of the essence of this Employment Agreement, and
that PHOENIX would not have entered into this Employment Agreement without the
inclusion of these Articles.
10.2 The Employee hereby recognizes and expressly acknowledges that Articles 6,
7, 8 and 9 above grant PHOENIX only such reasonable protection as is admittedly
necessary to preserve the legitimate interests of PHOENIX and also recognizes
that in this respect, the description of the Business is reasonable, and hereby
agrees to waive (and irrevocably agrees not to raise) as a defense any issue of
reasonableness, including, without limitation, arguments as to the duration and
scope of the covenants or provisions contained in said Articles.
10.3 The Employee hereby further recognizes and expressly acknowledges: (a) that
the application of the aforesaid Articles will not have the effect of
prohibiting the Employee from earning a living in a satisfactory manner in the
event of termination of his or her employment; (b) that serious and irreparable
damage for which monetary damages would not be an adequate remedy would result
to PHOENIX from any violation of the covenants set forth in Articles 6, 7, 8 and
9; and (c) that in addition to any and all remedies available to PHOENIX in the
event of any actual or impending violation of such covenants, PHOENIX shall have
the immediate remedy of injunction or such other relief as may be decreed or
issued by any court of competent jurisdiction to enforce the provisions of this
Employment Agreement.
10.4 The Employee hereby recognizes that Articles 6, 7, 8 and 9 of this
Employment Agreement, being of the essence hereof, shall be interpreted
independently from any other provisions of this Employment Agreement, the
intention of the parties being to provide for the legitimate and reasonable
protection of the interest of the Business and PHOENIX by providing, among other
things, for the broadest scope, the longest duration and the widest territory
allowable by law.
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ARTICLE 11
REMUNERATION, BONUS AND SHARE OPTIONS
11.1 As remuneration for his or her services, the Employee shall receive an
initial annual base salary in the amount of $200,000, less all applicable
deductions.
11.2 The base salary shall be subject to an annual review upon each anniversary
of the commencement date hereof.
11.3.1 In addition to the base salary specified above, the Employee will be paid
a car allowance of $5,000.
11.4 At the sole discretion of the Board of Directors of PHOENIX, the Employee
shall be entitled to receive an annual bonus, based on PHOENIX's Worldwide
Executive Remuneration Plan, as same may be amended from time to time. The
initial annual bonus shall be 20% of salary for 100% achievement of corporate
budgeted net profit, and 15% of annual salary for 100% of achievement of
personal objectives.
11.5 The Employee shall be awarded options to purchase PHOENIX on the terms and
conditions specified in PHOENIX's Key Employee Share Option Plan (Schedule 11.5
hereof) as same may be amended from time to time, the whole subject to
regulatory approval, if required. The amounts of these options are as follows:
a) On joining the company, 50,000 shares.
b) Annually, a number of shares equal to the salary earned by the Employee
with the Employer in the previous fiscal year multiplied by 33% and
divided by the option price.
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ARTICLE 12
BENEFITS, VACATION AND LIABILITY INSURANCE
12.1 Subject to any medical or similar approvals which may be required, the
Employee shall have the right to participate in benefit programs and/or plans of
PHOENIX and his or her entitlement to vacation shall be determined and granted
in accordance with the policy of PHOENIX at the time the benefits and vacation
are granted, provided that the Employee's annual vacation shall not be less than
four weeks (20 working days) in each calendar year.
12.2 If the Employee is required to serve as a director or officer of PHOENIX or
one of its wholly owned subsidiaries:
12.2.1 PHOENIX shall subscribe for and pay the cost of Directors and
Officers liability insurance for the Employee, which insurance
coverage shall be no less favorable than the insurance
coverage extended by PHOENIX to all of its directors and
senior officers;
12.2.2 PHOENIX shall indemnify and hold harmless the Employee against
all costs and expenses (including, without limitation,
reasonable attorneys fees) if the Employee was or is a party
to or threatened to be made a party to or otherwise is
involved in any proceeding involving PHOENIX by reason of his
or her corporate status or capacity, if the Employee acted in
good faith and in a manner which he or she reasonably believed
to be in, or not opposed to the best interests of PHOENIX, and
with respect to any criminal proceeding, the Employee had no
reasonable cause to believe that his or her conduct was
unlawful;
12.2.3 Notwithstanding the foregoing, PHOENIX shall not indemnify or
hold harmless the Employee in connection with a proceeding
initiated by the Employee or a proceeding by the Employee
against PHOENIX
ARTICLE 13
TERMINATION OF THE EMPLOYMENT AGREEMENT
13.1 The parties hereto acknowledge and expressly agree this Employment
Agreement and the Employee's employment shall be terminated in any of the
following cases:
(a) by PHOENIX, at any time, for a Serious Reason on
simple notice from PHOENIX to the Employee, the whole
without the Employee being entitled to the benefit of
any other notice, or, notwithstanding the terms of
the Key Employee Share Option Purchase Plan, any
unexercised or unvested stock options, or any pay in
lieu of notice, or any indemnity whatsoever. For the
purpose of this Employment Agreement, a "Serious
Reason" means that
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the Employee:
(i) has refused to comply with the
reasonable instructions given to the
Employee in his or her capacity as
an executive of PHOENIX by the Board
of directors of PHOENIX, or
Phoenix's Chief Executive Officer,
or the person to whom the Employee
normally reports;
(ii) has committed misconduct which is
materially detrimental to PHOENIX,
or has been consistently negligent
in the performance of his or her
duties hereunder;
(iii) commits wrongful acts against the
interests of PHOENIX or against the
property of either;
(iv) is found guilty of an indictable
criminal offence or other offence
involving fraudulent or dishonest
conduct; or
(v) gives cause to PHOENIX for dismissal
for a reason similar in gravity to
those set forth above.
(b) upon the death, bankruptcy or Incapacity of the
Employee, in which case termination shall be
automatic, the whole without notice or the benefit of
any unvested stock options, or any pay in lieu of
notice or any indemnity whatsoever (except for
payments in the ordinary course pursuant to PHOENIX's
benefits program by which the Employee may be
covered); or
(c) by the Employee, upon providing PHOENIX with ninety
(60) days notice of resignation; or
(d) by PHOENIX, at any time, without cause, in accordance with
Article 14.
13.2 "INCAPACITY": For the purposes of this Employment Agreement, shall mean any
medical condition whatsoever, which leads to the Employee's absence from his or
her job function for a continuous period of six (6) months, without the Employee
being able to resume functions on a full time basis at the expiration of such
period and unsuccessful attempts to return to work for periods under fifteen
(15) working days shall not interrupt the calculation of the said six (6) month
period.
13.3 The parties hereby agree that upon termination of this Employment
Agreement, all provisions of this Employment Agreement, shall immediately
terminate. Notwithstanding the foregoing, Articles 6, 7, 8, 9 and 10 of this
Employment Agreement shall survive any termination hereof and shall remain in
full force and effect.
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ARTICLE 14
TERMINATION WITHOUT CAUSE
14.1 In consideration of the Employee's services and his or her respecting the
covenants set forth in Articles 6, 7, 8, 9 and 10 above, the parties agree that
if the Employee's employment be terminated by PHOENIX without cause, the
Employee shall receive after the effective date of termination of his or her
employment i) all amounts which are then due and owing to the Employee pursuant
to this Employment Agreement, and ii) a further amount (the "Termination
Payment") equal to the Employee's gross base annual salary (at the time of
notice of termination) divided by 12 and multiplied by the number of complete
years (not less than six years and to a maximum of twelve years) that the
Employee has been employed by PHOENIX, less all applicable withholding at
source. The Termination Payment shall be calculated from and as at the date
notice of termination is given to the Employee. This payment shall be made in
two equal installments, with the first installment due and payable by PHOENIX to
the Employee thirty (30) days following the effective date of termination and
the second installment payable by PHOENIX to the Employee five (5) months after
the anniversary date of the first installment, the whole subject to the
Employee's duty to mitigate his or her damages by seeking alternative
employment. If the Employee continues to work after receiving notice of
termination from PHOENIX and up to the effective date of termination, amounts
earned during said period will reduce the Termination Payment.
14.2 The Employee hereby recognizes and accepts that neither PHOENIX nor its
subsidiaries or affiliated companies nor PHOENIX shall in any case, be
responsible to pay the Employee any additional amount, indemnity in lieu of
notice, severance pay or other damages arising from the termination of this
Employment Agreement or his or her employment, above and beyond the amounts
specifically provided for in section 14.1.
14.3 If the employment of the Employee is terminated hereunder as a result of a
Change of Control or Proposed Take-over Bid (within the meaning of and as such
terms are defined in the Change of Control Agreement attached hereto as Schedule
14.3), then the terms and conditions of the Change in Control Agreement shall
override the provisions hereof, if they are more favorable than those contained
herein.
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ARTICLE 15
COOPERATION WITH PHOENIX AFTER
TERMINATION OF THE EMPLOYMENT AGREEMENT
15.1 The Employee hereby undertakes to cooperate with PHOENIX in all matters
related to the conclusion of ongoing work or projects and to facilitate an
orderly transfer of responsibilities or functions and duties hereunder to such
other employees as may be designated by PHOENIX.
ARTICLE 16
CONFIDENTIALITY OF EMPLOYMENT AGREEMENT
16.1 With the exception of his or her spouse, immediate family and legal and
financial advisers, the Employee hereby agrees to keep strictly confidential all
information contained in or concerning this Employment Agreement.
ARTICLE 17
FINAL PROVISIONS
17.1 NOTICE. Any notice, direction or other communication required or permitted
to be given hereunder shall be in writing and given by registered mail, hand
delivered or sent by telecopier or similar telecommunications device and
addressed as follows:
(a) in the case of PHOENIX, to it at:
Phoenix International Life Sciences Inc.
c/o The Chief Executive Officer
2350 Cohen
Ville St. Laurent
Quebec, Canada
H4R 2N6
(b) in the case of the Employee, to him or her at:
2913 Lake Road,
Dollard-des-Ormeaux,
Quebec, Canada
H9B 2K5
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Any notice, direction or other communication given as
aforesaid shall be deemed to have been effectively given and received, if by
registered mail, then on the date of delivery thereof, if sent by telecopier or
similar telecommunications device on the next business day following such
transmission or, if hand delivered, to have been given and received on the date
of such delivery. Any address for service may be changed by written notice given
as aforesaid.
17.2 ASSIGNMENT. Except as otherwise expressly provided for herein, this
Employment Agreement, and the rights granted and the obligations incurred
hereunder, are not assignable, whether in whole or in part, by the Employee
without the prior written consent of PHOENIX.
17.3 LANGUAGE. The parties hereto acknowledge that they have requested and are
satisfied that this Employment Agreement and all related documents be drawn up
in the English language. Les parties aux presentes reconnaissent avoir requis
que la presente entente et les documents qui y sont relatifs soient rediges en
anglais.
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IN WITNESS WHEREOF this Employment Agreement has been executed
by the parties hereto on the date and at the place first herein above mentioned:
SIGNED AND DELIVERED BY:
/s/ David Moszkowski
-----------------------------------------
The Employee
Phoenix International Life Sciences Inc.
/s/ John Hooper
-----------------------------------------
Per: John Hooper