Exhibit 10.1
CONSULTING AGREEMENT
September , 1998
Dectron Internationale, Inc.
0000 Xxxxxx Xxxx.
Xxxxxxxx, Xxxxxx
Xxxxxx X0X 0X0
Attention: Ness Xxxxxxxxx, CEO
Gentlemen:
This will confirm the arrangements, terms and conditions pursuant
to which X.X. Xxxxxx & Co., LLC. ("X.X. Xxxxxx"), and Xxxxx Xxxx and Shire
Incorporated ("KMS") (X.X. Xxxxxx and KMS collectively referred to as the
"Consultants") have been retained to serve as consultants and advisors to
Dectron Internationale Inc., a , Quebec, Canada corporation (the "Company"),
on a non-exclusive basis for the term set forth in Section 2 below. The
undersigned hereby agree to the following terms and conditions:
1. Duties of Consultant.
(a) Consulting Services. Consultants will provide such financial
consulting services and advice pertaining to the Company's business affairs
as the Company may from time to time reasonably request. Without limiting
the generality of the foregoing, Consultants will assist the Company in
developing, studying and evaluating financing, merger and acquisition
proposals, prepare reports and studies thereon when advisable, and assist in
negotiations and discussions pertaining thereto.
(b) Financing. Consultants will assist and represent the Company
in obtaining both short and long-term financing, when so requested by the
Company. The Consultants will be entitled to additional compensation under
such terms as may be agreed to by the parties.
(c) Wall Street Liaison. Consultants will, when appropriate,
arrange meetings between representatives of the Company and individuals and
financial institutions in the investment community, such as security
analysts, portfolio managers and market makers.
The services described in this Section 1 shall be rendered by
Consultants without any direct supervision by the Company and at such time
and place and in such manner (whether by conference, telephone, letter or
otherwise) as Consultants may determine.
2. Term.
This Agreement shall continue for a period of twenty-four months
from the date hereof (the "Term").
3. Compensation.
(a) As compensation for Consultants' services hereunder, the
Company shall pay to Consultants the sum of $96,000 (an aggregate of three
thousand ($4,000) dollars per month), all of which shall be due and payable
as of the date hereof.
4. Mergers and Acquisitions.
In the event that Consultants (i) introduce, negotiate or arrange
on the Company's behalf a non-public equity financing or (ii) arrange on the
Company's behalf a non-public debt financing or (iii) arrange for or assist
the Company at the Company's request with the purchase or sale of assets, or
for a merger acquisition or joint venture for the Company, then the Company
will compensate the Consultants (based on the Transaction Value, as defined
below) for such services in an amount equal to:
5% on the first $1,000,000 of the Transaction Value;
4% on the amount from $1,000,001 to $2,000,000;
3% on the amount from $2,000,001 to $3,000,000;
2% on the amount from $3,000,000 to $4,000,000;
1% on the amount from $4,000,000 to $5,000, 000, and
1% on the amount in excess of $5,000,000.
If the Company identifies and negotiates its own acquisitions
without the assistance of the Consultants', the Consultants will not be
entitled to the above referenced compensation.
"Transaction Value" shall mean the aggregate value of all cash,
securities and other property (i) paid to the Company, its affiliates or
their shareholders in connection with any transaction referred to above
involving any investment in or acquisition of the Company or any affiliates
(or the assets of either), (ii) paid by the Company or any affiliate in any
such transaction involving an investment in or acquisition of another party
or its equity holdings by the Company or any affiliate, or (iii) paid or
contributed by the Company or an affiliate and by the other party or parties
in the event of any such transaction involving a merger, consolidation joint
venture or similar joint enterprise or undertaking. The value of any such
securities shall be the fair market value thereof as determined by mutual
agreement of the Company and the Consultants or by independent appraiser
jointly selected by the Company and the Consultants.
5. Relationship. Nothing herein shall constitute Consultants as
employees or agents of the Company, except to such extent as might
hereinafter be agreed upon for a particular purpose. Except as might
hereinafter be expressly agreed, Consultants shall not have the authority to
obligate or commit the Company in any manner whatsoever.
6. Confidentiality. Except in the course of the performance of its
duties hereunder, Consultants agree that they shall not disclose any trade
secrets, know-how, or other proprietary information not in the public domain
learned as a result of this Agreement unless and until such information
becomes generally known.
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7. Assignment and Termination. This Agreement shall not be assignable
by any party except to successors to all or substantially all of the business
of either party for any reason whatsoever without the prior written consent
of the other party, which consent may be arbitrarily withheld by the party
whose consent is required.
Very truly yours,
X.X. Xxxxxx & Co., LLC.
By:
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Xxxxx Xxxx and Shire Incorporated
By:
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AGREED AND ACCEPTED:
Dectron Internationale, Inc.
By:
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Ness Xxxxxxxxx, CEO
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