Form of Advisory Agreement
with The Merlin Group, Inc.
ADVISORY AGREEMENT
THIS AGREEMENT is made as of the 2nd day of January, 1997 by and between
The Merlin Group, Inc., a Florida corporation and Xxxxxx X. Xxxxxxxx, its
authorized agent (hereinafter collectively referred to as the "Consultant") and
Workforce Systems Corp., a Florida corporation (hereinafter referred to as the
"Company").
WHEREAS, the Company is a publicly-held company with three operating
subsidiaries.
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in connection
with its business.
WHEREAS, the Consultant can provide the Company with strategic planning
and consulting services and is desirous of performing such services for the
Company.
NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. CONSULTING SERVICES. During the term of this Agreement, Consultant
shall provide advice to, undertake for and consult with the Company concerning
management, marketing, consulting, strategic planning, corporate organization
and structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisition and business
opportunities, and shall review and advise the Company regarding its overall
progress, needs and condition. Consultant agrees to provide on a timely basis
the following enumerated services plus any additional services contemplated
thereby:
(a) The implementation of short-range and long-range strategic
planning to fully develop and enhance the Company's assets, resources, products
and services;
(b) The implementation of programs to enable the Company to
broaden the markets for its services and promote the image of the Company and
its products and services;
(c) Advise the Company relative to the recruitment and employment
of key executives consistent with the expansion of operations of the Company;
(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business acquisitions and advice
with regard to the ongoing management and operating of such acquisitions upon
consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans, institutional loans,
private debt funding, mezzanine financing, and other preferred and common stock
equity private or public financings.
3. TERM. The term of this Agreement shall commence as of the date
hereof and shall terminate on December 31, 1997, unless extended as agreed to
in writing by the parties hereto.
4. DUTIES OF THE COMPANY. The Company shall provide Consultant, on a
regular and timely basis, with all approved data and information about it, its
subsidiaries, its management, its products and services and its operations as
shall be reasonably requested by the Consultant, and shall advise Consultant of
any facts which would affect the accuracy of any data and information previously
supplied pursuant to this paragraph. The Company shall promptly supply
Consultant with full and complete copies of all financial reports, all filings
with all federal and state securities agencies, with full and complete copies of
any stockholder reports, with all data and information supplied by the financial
analyst and with all brochures or other sales materials relating to its products
or services.
5. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay the Consultant the Schedule of Compensation set forth on
Exhibit A attached hereto and incorporated herein by such reference. The
Consultant shall be responsible for all costs and expenses incurred by
Consultant in rendering the Services provided hereunder.
6. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer-employee relationship. It is the intention of the parties that
Consultant be an independent contractor and not an employee of the Company.
Consultant shall not have the authority to act as the agent of the Company and
cannot bind the Company in any manner; however, the manner and means utilized by
Consultant in the performance of the Services shall be under the sole control of
the Consultant.
7. CONFIDENTIALITY OF INFORMATION. In connection with the rendering of
the Services by the Consultant, the Consultant will become privy to certain
non-public information concerning the Company and the Candidates (the
"Confidential Information"). The term "Confidential Information" does not
include information (i) which is already in the Consultant's possession, (ii)
which becomes generally available to the public other than as a direct or
indirect result of disclosure to the Consultant, his affiliates, its officers,
directors, agents and advisors (collectively, the "Representatives") or (iii)
which becomes available to the Consultant on a non- confidential basis from a
source other than the Company.
The Consultant agrees that the Confidential Information will be used
solely for the purpose of rendering the Services and that such information will
be kept confidential by it and the Representatives. The Consultant acknowledges
that the terms of this Agreement as they specifically relate to the
nondisclosure of the Confidential Information shall be in perpetuity. The
Consultant acknowledges and agrees that any threatened or actual breach by it of
the representations, warranties and covenants contained herein would result in
continuing and irreparable damage to the Company and that monetary damages would
not adequately compensate the Company for any such breach. In the event or any
actual or threatened breach, the Company shall be entitled to all legal and
equitable remedies, including preliminary and permanent injunctive relief, and
may in addition to any or all forms of relief recover from the Consultant all
reasonable costs and attorney's fees should it prevail in a court of competent
jurisdiction in enforcing its rights under this Agreement.
8. MISCELLANEOUS.
(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
(b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, administrators,
executors, successors, subsidiaries and affiliates. This Agreement may not be
assigned by the Consultant.
(c) This Agreement shall be governed and construed in accordance with
the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between the parties.
No promises, guarantees, inducements or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and date first above written.
Workforce Systems Corp.
By:
--------------------------
Xxxx Xxxxxxxx Chesnutt,
President
The Merlin Group, Inc.
By:
--------------------------
Xxxxxx X. Xxxxxxxx,
Authorized Agent
Exhibit A
Schedule of Compensation
As full and complete compensation for the Services pursuant to Paragraph 4
of the Agreement, the Consultant shall be issued 100,000 shares of the Company's
common stock, which such stock shall be fully registered under the Securities
Act of 1933, as amended.
