This Search Agreement (the "Agreement") dated August 13, 2001, is
between Ixion Biotechnology, Inc. with offices at 13709 Progress Blvd.,
Alachua, FL 32615 ("Ixion") and the Cassie Group, with offices at 26
Main Street, Toms River, NJ 08753 ("Cassie").
1. The search plan provides for concentrated and priority
treatment of the assignment to provide highly qualified candidates
matching all the requirements of the Chief Operating Officer position.
A copy of the proposed position description is attached as Appendix A
to this Agreement.
2. Cassie will report to Ixion all details of in-depth
interviews to develop every aspect of the candidates qualifications.
Reference checks (on successful candidates) will be conducted at Ixions
request. A candidate will be deemed successful only upon his being
hired on terms approved by Ixion's board.
3. During the targeted exclusive search period, all candidates
from any source will be referred to us for full development. The
search will continue beyond the exclusive period until successfully
concluded without additional fees. The exclusive search period will
terminate on November 15, 2001.
4. The retainer shall be three-fourth's the fee and will be
billed in three equal monthly payments. The retainer fee will be
estimated in writing at the initiation of the engagement. The first
installment is due September 1, 2001, or promptly after the receipt by
Ixion of the estimate referred to above. All retainers apply against
the final fee, which shall be calculated at 30% of the first year's
guaranteed income. The "first year guaranteed income" means the
guaranteed cash income of the candidate for the first year. It will
include the base salary, any cash signing bonus, and any guaranteed
incentive bonus. It will not include relocation expenses, restricted
stock grants, or stock options, whether or not vested.
5. Cassie will submit monthly detailed statements of out-of-
pocket expenses, including telephone, postage, research, etc., for
reimbursement by Ixion Search components of a special nature such as
mailings and advertising to ensure earliest success will be reviewed at
the outset. Any unusual expenses, i.e., travel, will be approved in
writing in advance by Ixion.
6. Should a successful candidate leave or be terminated with 12
months of his or her being hired, a replacement will be recruited
without an additional fee charge.
7. Neither party shall institute a proceeding in any court or
administrative agency to resolve a dispute between the parties before
that party has sought to resolve the dispute through direct
negotiations with the other party. If the dispute is not resolved
within three weeks after a demand or direct negotiation, the parties
shall attempt to resolve the dispute through mediation under the Center
for Public Resources ("CPR") Model Procedure for Mediation of Business
Disputes in effect on the date of this agreement. The parties will
select a mediator with the assistance of the CPR. Unless otherwise
agreed, the parties will select a mediator from the CPR Panels of
Distinguished Neutrals. Any controversy or claim arising out of or
relating to this agreement, or the breach, termination, or validity
thereof, shall be settled by arbitration by a sole arbitrator in
accordance with the CPR Rules for Non-Administered Arbitration, and
judgement upon the award rendered by the arbitrator may be entered by
any court having jurisdiction thereof.
Date: 8/20/01 Date: 8/20/01
Accepted by: Accepted by:
The Cassie Group Ixion Biotechnolog
/s/ Ronald L. Cassie /s/ Weaver H. Gaines
Ronald L. Cassie Weaver H. Gaines
President Chairman and CEO