EXHIBIT 10.103
AGREEMENT
The undersigned parties agree as follows:
1. Electrosource, Inc. ("XXXX") will pay Xxxxxx Xxxxxxxx
("Xxxxxxxx") and Cold Services, Inc. ("CSI") the sum of $40,000
in two installments, payable as follows:
a. $15,000 to Xxxxxxxx, on or before December 21, 1995.
b. $25,000 to CSI, on or before January 5, 1996.
2. XXXX will pay CSI a 4% finder's fee for financing
obtained by XXXX through the following four entities: Xxxxxx
XxXxxxxx, Salem/Old Colony Leasing (equipment leasing), Bankers
Capital (loans) and La Jolla Capital. The 4% fee will be
calculated based on the net proceeds XXXX receives from these
sources as and when received. The parties agree that XXXX is
free to use or not these sources, based on its own business
judgment. As to each of these four sources of potential
financing, the 4% fee will apply only if XXXX enters into a
financing transaction with that source on or before August 31,
1996. For each of these four sources, if XXXX does enter into a
financing transaction on or before August 31, 1996, then as to
that company, the 4% fee will apply to all its financing
transactions with XXXX unless a period of six months elapses
during which XXXX has no financing contractual relationship with
such company. Xxxxxxxx and CSI further agree that in the event
either of them wants to submit a proposal for XXXX to La Jolla
Capital, he will first obtain ELSI's written approval through
ELSI's General Counsel.
3. Xxxxxxxx and CSI hereby release and forever discharge
ELSI, its officers, directors, employees, and agents from all
claims or causes of action, whether know or unknown, and accrued
or unaccrued, arising out of any consulting relationship, any
written or oral agreement, services rendered, expenses incurred,
or any other basis, except claims that arise out of obligations
created by this agreement. This release also specifically
includes any claims related to consulting services in connection
with possible future plants in Sacramento or Los Angeles,
California.
4. XXXX hereby releases and forever discharges Xxxxxxxx and
CSI, its officers, directors, employees, and agents from all
known claims or causes of action, arising out of any consulting
relationship, any written or oral agreement, services rendered,
expenses incurred, or any other basis, except claims that arise
out of obligations created by this agreement. This release also
specifically includes any claims related to consulting services
in connection with possible future plants in Sacramento or Los
Angeles, California.
5. Xxxxxxxx agrees that he will not talk to XXXX employees
to interfere with XXXX business and will not talk to actual or
potential customers or finance providers (except as provided in
paragraph 2 above) about XXXX and will not represent himself as a
consultant to or having any relationship with XXXX. He further
agrees that he will not personally represent other
entities or persons in any negotiations with XXXX, other than to
represent the direct interests of himself and his wife.
6. The parties specifically agree that all prior written and
oral agreements related to consulting, commissions, finder's fees
or any other subject between CSI and XXXX and between Xxxxxxxx
and XXXX are hereby terminated and superseded by this agreement.
7. The parties agree that neither party will disparage the
other. In the event this paragraph 7 agreement is materially
breached by Xxxxxxxx, then XXXX will be entitled to a refund of
the $40,000 payment described in paragraph 1 above.
8. Xxxxxxxx represents to XXXX that he has full authority to
enter into this agreement without any consent or approval of his
spouse.
DATED: December 19, 1995.
ELECTROSOURCE, INC. COLD SERVICES, INC.
/S/ /S/
By: Xxxxx X. Xxxxx By: Xxxxxx Xxxxxxxx
Its: Vice President and Its: President
General Counsel
/S/
Xxxxxx Xxxxxxxx, individually
