Termination and Settlement Agreement
This Termination and Settlement Agreement (the
“Agreement”) is entered into February 1, 2005 by and
between:
eRXSYS, Inc.
18662
MacArthur Blvd., Suite #200-15
Irvine, California 92612
(“eRXSYS”)
And
A.J.
LaSota
(“LaSota”)
WITNESSETH
WHEREAS, LaSota currently serves as
eRXSYS’ President and concurrently serves as a member of the
board of directors of eRXSYS;
WHEREAS, the terms and conditions set forth
herein are intended to enable eRXSYS to attract financing while
concurrently minimizing dilution to its shareholders; and
WHEREAS, the Parties desire to terminate
LaSota’s employment as President and his service as a member
of the eRXSYS board of directors subject to all of the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the
foregoing, of the mutual promises herein set forth and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Resignation of
Positions : By execution of this Agreement, LaSota
resigns from his position as eRXSYS’ President and Director
of eRXSYS, effective
immediately,
and shall no longer hold any position of employment with eRXSYS
and/or any of its affiliates and subsidiaries, including, without
limitation,
directorships
and executive management positions. LaSota acknowledges that he has
no disagreement with eRXSYS relating to any of the
company’s
operations,
policies or practices within the meaning set forth in Form 8-K.
The parties acknowledge and agree that
LaSota’s signature to this Agreement shall serve as adequate
and complete legal notice to eRXSYS of his resignation as a
director, officer, and employee of eRXSYS.
The parties acknowledge and agree that
LaSota’s signature to this Agreement shall serve as its
acceptance of LaSota’s resignation from these capacities.
2. Termination of Executive Employment
Agreement : By execution of this Agreement, the
Executive Employment Agreement entered into by and between
eRXSYS and
LaSota on or about March 2, 2003 (the “Employment
Agreement”) and all subsequent amendments to the Employment
Agreement shall be
null and
void.
3. Reimbursement of
Expenses : eRXSYS shall reimburse LaSota for all
reasonable expenses incurred relating his employment as President
and his service as
a member of the
eRXSYS board of directors. LaSota shall provide receipts and
vouchers to eRXSYS for all expenses for which reimbursement is
claimed.
4. Return of Corporate
Property : LaSota shall return to eRXSYS all property,
including, without limitation, all equipment, keys, credit cards,
tangible
proprietary
information, documents, books, records, reports, notes, contracts,
lists, computer software and hardware, and copies thereof, created
on any
medium and
furnished to, obtained by, or prepared by LaSota in the course of
or incident to LaSota’s employment.
5.
Non-Compete : LaSota agrees that for a period of
one (1) year following the date of this Agreement he will not for
his own account or jointly with another,
directly or
indirectly, for or on behalf of any individual, partnership,
corporation, or other legal entity, as principal, agent or
otherwise own, control, manage,
engage in, be
employed by, work as an independent contractor for, consult with,
or otherwise participate in, a business other than eRXSYS,
wherever
located,
engaged in operating pharmacies that specialize in the dispensing
of highly regulated pain medication by utilizing technology that
allows physicians to
transmit
prescriptions from a personal data assistant and/or desktop
computer directly to the pharmacies. In the event that eRXSYS is
dissolved, the non-
competition
provisions of this paragraph shall not apply and shall be otherwise
null and void.
6. Return of Shares to
Treasury and Issuance of Warrants : LaSota shall
return to the corporate treasury 684,861 shares of eRXSYS common
stock for
which he is the
beneficial holder. The specific shares returned to the corporate
treasury shall be determined solely by LaSota.
7. Waiver of Conflict
of Interest : eRXSYS agrees to waive
