EXHIBIT 10.1
EMERGENT GROUP INC.
BJH Mangement, LLC ("BJH") October 15, 2001
000 Xxxxxxxx Xxxxxx
Xxx Xxxxxxxx, XX 00000
Re: Consulting Agreement
Gentlemen:
This will confirm our invitation to BJH to act as a consultant
to Emergent Group, Inc. (the "Company") and its wholly owned
subsidiary, Medical Resource Management, Inc. ("MRM") (jointly and
severally the "Companies") upon the terms described below:
1. This arrangement will commence on Monday, October 22, 2001,
and will continue for three months.
2. During the consulting period, BJH shall assign Xxxxx X Xxxxx
("Xxxxx") to assist the Companies in strategic decisions and
fundraising, and Xxx Xxxxxx ("Xxx") to assist MRM with its
day-to-day operations and strategic decisions.
3. BJH will report to the Board of Directors of the Company. 4.
Subject to adjustment as the relationship develops, it is
contemplated that Xxx will spend approximately ten out of
every fourteen days working in Los Angeles with the other four
days in New York. Xxxxx will primarily work out of New York
and will travel to Los Angeles as necessary, it being
currently contemplated that Xxxxx is prepared to spend up to
three to four days per month in Los Angeles.
5. The Company will pay BJH a consulting fee of $25,000 per month
for these services payable on the starting date, November 22
and December 22, 2001 In addition, the Companies will pay your
reasonable expenses (including but not limited to airfare,
lodging, telephone, auto rental and meals) subject to prior
approval by the Board.
6. If by the conclusion of the three month consulting period, or
three months thereafter, the Companies are successful at
obtaining a commitment for raising at least $1 million in new
equity capital, on terms acceptable to the Company, BJH will
be entitled to share in a bonus equal to 10% of the Company's
outstanding equity on a post funding basis (i.e., after the
equity the Companies have raised has been issued). BJH shall
also be entitled to such bonus if the Companies no longer
require all or any of the additional equity as a result of a
debt restructuring, on terms acceptable to the Company. In the
event the Companies are sold within a six month time period
commencing October 22, 2001, BJH will be entitled to the 10%
equity as outlines above.
7. In addition, after such funding or debt restructuring, Xxx,
Xxxxx or BJH may choose to stay with MRM and/or the Company in
executive or Board positions, or as a contractor, as may be
mutually agreed upon. If any such positions are accepted , BJH
will be entitled to share an additional 2.5% of the company's
equity. However, if no such positions are accepted, the equity
participation shall be reduced to 7.5%.
8. If you decide to stay on with the company, we will negotiate
mutually acceptable employment or contracting contracts at
such time.
9. Company shall defend (at its cost), indemnify, and
hold BJH, its employees and agents harmless from and against
any loss, injury, or damage resulting from or arising out of
BJH's performance under this Agreement or Companies acts or
omissions
We are excited about the possibility of your joining our organization
and look forward to a mutually rewarding relationship. If you agree to
the above terms, please sign below where indicated.
Sincerely yours,
Emergent Group Inc.
By: /s/ Xxxxxx Xxx
Xxxxxx Xxx, Chairman
Medical Resources Management, Inc
By /s/ Xxxx Xxxxxxx
Agreed and Accepted:
BJH MANAGEMENT LLC
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, President
