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EXHIBIT 10.3
AGREEMENT
THIS AGREEMENT, is entered into this 11th day of February, 1998, by and
among ARI NETWORK SERVICES, INC. ("ARI" or the "Company"), XXXXXXX X. Xxxxxxx
("Xx. Xxxxxxx") and QUAESTUS Management Corporation ("QMC").
BACKGROUND:
A. ARI and QMC are parties to a Consulting Agreement dated December 1,
1996 (the "QMC Agreement").
B. ARI and Xx. Xxxxxxx are parties to an Employment Agreement dated August
1, 1991, which was recast as a Consulting Agreement by an amendment
dated September 30, 1993 (the "Weening Agreement"). The Weening
Agreement was further amended by amendments dated August 1, 1994 and
August 1, 1995 and August 1, 1996.
C. The parties desire to terminate both the QMC Agreement and the Weening
Agreement effective October 31, 1997 in accordance with the terms and
conditions hereof.
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
1. TERMINATION OF QMC AGREEMENT. The QMC Agreement is hereby terminated
effective October 31, 1997 and shall be of no further force or effect
thereafter. Notwithstanding any of the terms of the QMC Agreement, no
termination fee or other consideration shall be paid by ARI in connection with
such termination.
2. ARI SERVICES. All sharing of ARI services by QMC shall be
discontinued immediately except that ARI shall continue to permit QMC and its
employees to utilize ARI's telephone system until such time as QMC shall obtain
an independent telephone system which shall in no event be later than December
31, 1998. QMC shall reimburse ARI for the cost of such usage on a monthly basis
upon invoice by ARI.
3. TERMINATION OF WEENING AGREEMENT. The Weening Agreement is hereby
terminated effective October 31, 1997 and shall be of no further force or effect
thereafter. In accordance with the terms of the Weening Agreement, ARI will pay
Xx. Xxxxxxx One Hundred Twenty Five Thousand Dollars ($125,000) concurrently
with the execution of this Agreement. ARI shall have no further obligation with
respect to any benefits Xx. Xxxxxxx has received under the Weening Agreement
including without limitation any disability, health or other insurance policies.
4. LIFE INSURANCE POLICIES. ARI owns two split dollar life insurance
policies on Xx. Xxxxxxx'x life: Policy Number 0-000-000 and Policy Number
0-000-000, both issued by Northwestern Mutual Life Insurance Co. (the
"Policies"). As required under the Weening Agreement, ARI hereby assigns and
transfers to Xx. Xxxxxxx all of ARI's right, title and interest in and to the
Policies. Xx. Xxxxxxx agrees to assume all of ARI's obligations with respect to
the Policies and agrees to indemnify and hold ARI harmless from and against any
and all liabilities arising in connection therewith. Notwithstanding such
assignment, Xx. Xxxxxxx agrees that ARI shall continue to be entitled to
repayment of the amount listed below for each Policy (the "ARI Premium
Amount(s)") upon Xx. Xxxxxxx'x death out of the proceeds of the Policies as a
result of ARI's having paid premiums on the Policies through December 31, 1997.
ARI will also be entitled to repayment of the relevant ARI Premium Amount in the
event that either Policy lapses for any reason.
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POLICY NUMBER ARI PREMIUM AMOUNT
(AS OF 1/21/98)
0-000-000 $85,180.80
0-000-000 $129,228.35
5. MISCELLANEOUS. This Agreement shall be governed by the laws of
Wisconsin. This Agreement is the entire agreement among the parties with respect
to the subject matter hereof and supersedes all prior written or oral agreements
or understandings among the parties with respect to such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
QUAESTUS MANAGEMENT CORPORATION
_______________________________________________ By:____________________________
Xxxxxxx X. Xxxxxxx Xxxxx Xxxxx, _______________
ARI NETWORK SERVICES, INC.
By:____________________________________________
Xxxxx X. Xxxxxxx, Chairman, President and CEO
rwwterm.wpd
June 12, 1998
