CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made as of the 1st day of
March, 1999 between Xxxxxx X. Xxxxx ("Xxxxx") and Outsourcing Solutions Inc.
("OSI").
WHEREAS, prior to his resignation, Xxxxx served as Executive Vice
President and Chief Financial Officer of OSI and, in that capacity, served in an
integral role with respect to OSI's financing and certain other business
activities (the "Activities"); and
WHEREAS, OSI wishes to retain Xxxxx to continue to provide certain
advice to OSI from time to time in connection with the Activities, and Xxxxx has
agreed to provide such services.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties agree as follows:
1. Services Provided. Xxxxx shall provide up to 400 hours of advice
relative to the Activities to OSI as requested by OSI. Such services shall be
performed at such times as are mutually acceptable to both parties.
2. Duration of Contract. This Agreement shall be effective on the date
hereof, and shall continue until December 31, 1999.
3. Compensation.
(a) Fees. For services provided hereunder, Xxxxx shall be paid a fee
of $134,400 in advance.
(b) Expenses. For travel incurred at OSI's direction, OSI will
reimburse Xxxxx his actual reasonable expenses for meals and incidentals, plus
the actual reasonable cost of transportation and lodging.
(c) Requests for reimbursement of expenses shall be directed to
Xxxxxx X. Xxxxx. OSI shall promptly pay all such requests for reimbursement.
4. Nature of Relationship. Xxxxx is retained by OSI as an independent
contractor. Xxxxx shall not enter into any agreement nor incur any obligations
on OSI's behalf, nor commit OSI in any manner, without OSI's prior written
consent.
5. Agreement and Amendment. This Agreement constitutes the parties'
entire agreement and supersedes any other oral or written agreements or
understandings between the parties regarding the subject matter hereof. This
Agreement may only be modified by a writing, signed by both parties.
6. Applicable Law. This Agreement shall be construed under the laws of
Missouri.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto executed this Agreement as of the day and year first written
above.
XXXXXX X. XXXXX
/s/Xxxxxx X. Xxxxx
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OUTSOURCING SOLUTIONS INC.
/s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President and Chief Executive Officer
