EXHIBIT 10.18
AGREEMENT
This Agreement dated July 2, 1998, but effective as of November 1, 1997, is
between Work International Corporation, a Texas corporation (the "Company"), and
Bollard Group, l.l.c., a Texas limited liability company ("Bollard").
WITNESSETH:
Whereas, the Company proposes to acquire a number of personnel companies
(the "Founding Companies") simultaneously with, and conditioned upon, the
successful completion of an initial underwritten public offering of the
Company's common stock (the "IPO");
Whereas, the Company desires to obtain the assistance of Bollard to provide
certain acquisition services needed by the Company to complete the IPO.
Now, Therefore, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledge, the parties hereto agree as follows:
1. Acquisition Services. Bollard agrees to provide to the Company its
services relating to facilitating and completing the IPO.
2. Compensation. In consideration of the services to be provided by
Bollard pursuant to Section 1 of this Agreement, the Company agrees to pay to
Bollard, at the closing of the IPO, a fee of $775,000.
3. Miscellaneous. This Agreement shall be binding upon the Company and
Bollard and their respective successors and assigns and may not be amended
without the written consent of both the Company and Bollard. This Agreement
shall be construed and enforced in accordance with the laws of the State of
Texas. The Company and Bollard hereby further agree that any other Agreement
executed by them regarding the services to be provided by Bollard to the
Company, other than a Consulting Agreement dated as of April 1, 1998, a funding
agreement dated July 2, 1998 and an engagement letter dated July 2, 1998, is
hereby terminated and is of no further force and effect.
In witness whereof, the parties have duly executed this Agreement as of the
date first written above.
WORK INTERNATIONAL CORPORATION
By:
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Xxxxxx X. Xxxxx
Chairman of the Board
BOLLARD GROUP, L.L.C.
By:
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Xxxx X. Xxxxxxx, Manager
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