Exhibit 10.3 BAS
BAS Consulting, Inc.
June 2, 2003
Xx Xxxxxxx Xxxxxxx
President and CEO
EXA, Inc.
000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx Xxxxx, XX 00000
Dear Mr, Priskie:
This letter will confirm our agreement ("Agreement") that BAS Consulting, Inc.
("BASC") has been engaged to act as a consultant to EXA, Inc. ("EXA" or the
"Company") with respect to assisting EXA in developing corporate strategies.
Scope of Engagement
BASC shall;
1 Assist EXA management in developing strategies regarding the role and
structure of XXX's various subsidiaries as they relate to EXA's overall
corporate strategy of introducing timesharing to the cruise ship Industry.
2 Assist EXA in executing the strategy that is developed. This step includes
BASC recommending procedures but not performing those procedures.
Compensation
EXA agrees to pay BASC for its services a fee of $50,000 to be paid when the
Company completes and incorporates the strategy developed as part of this
engagement and is approved end accepted by EXA. It is agreed that the strategy
is incorporated at the time that an entity with which XXXX has worked is
actively undertaking any procedures that assist the overall corporate strategy
of instituting timesharing to the cruise ship industry.
It is understood that if BASC is requested to perform services outside of this
agreement, including but not limited to acquisitions, spin-offs or sales, that a
separate fee will be negotiated therefore.
Terms and Conditions
Since BASC will be acting on EXA' behalf on a best efforts basis, EXA will
indemnify and hold harmless BASC, each of its officers and employees and its
affiliates, against all liabilities and reasonable expenses incurred in
connection with financial statements, brochures, statements, and any material
furnished by you or created on your behalf, except those liabilities caused by
BASC's own gross negligence or willful misconduct.
All information exchanged between the parties hereto that is not available in
the public domain shall be used only for the purpose of completing the
transaction which is the subject of this Agreement and shall be held in
confidence by both parties.
This agreement shall continue until December 31, 2003 unless terminated, with or
without cause, by either party with 10 days' written notice. In the event this
relationship is terminated by EXA, BASC shall shall be entitled to recover all
out-of-pocket costs previously approved by EXA.
This Agreement shall be governed and construed in accordance with the laws of
the State Florida.
Please confirm that the foregoing is in accordance with your understanding by
signing on behalf of Poured Pleasures and returning an executed copy of this
Agreement, whereupon it shall become a binding agreement between EXA and BASC.
Very truly yours,
Accepted and Agreed
FXA International, Inc.
By: /s/ Xxxxxxx Xxxxxxx Date: 6/2/03
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Xx. Xxxxxxx Xxxxxxx, President and CEO
BAS Consulting, Inc.
By: /s/ X.Xxxx Xxxxxxxx
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X.Xxxx Xxxxxxxx, President
