XXXXXXX X. XXXXXXXXXX
000 XXXX XXXXXX
XXX XXXX, XX 00000
(000) 000-0000
FAX: (000) 000-0000
Mr. Xxxxxxx Xxxxx
Chairman & CEO
Xx. Xxx Xxxxxxx
President
Diversified Corporate Resources, Inc.
North Central Plaza III
00000 X. Xxxxxxx Xxxxx., Xxxxx 000
Xxxxxx, XX. 00000 May 12, 1998
Dear Xxxx and Xxx:
RE: CONSULTING AGREEMENT
I am pleased to set forth the basic terms of a Consulting Agreement (the
"Agreement") between Diversified Corporate Resources, Inc. ("DCRI" or the
"Company") and me with respect to services you wish me to provide to the
Company for its merger and acquisition ("M&A") program and related
financing plans. I am pleased to be working with the Company in this
capacity, in addition to my regular duties as a member of the Board of
Directors.
As discussed, I will work with you to support the M&A efforts and financing
needs of DCRI and to provide the following services:
- Assist in developing a strategic plan for DCRI and determine acquisition
criteria (have worked with the Company on this over the past few months);
- Work with intermediaries as well as directly with target companies to
identify, review and select acquisition possibilities;
- Once acquisition possibilities have been selected, work with DCRI
management to negotiate appropriate documents, including letter of
intent and definitive agreement; assist the Company in planning and
coordinating due diligence and other work necessary to complete
acquisitions, following approval by DCRI's management and Board of
Directors;
- Assist in arranging financing as needed to complete acquisitions.
In consideration for the above services, DCRI agrees to pay to me:
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1) A one time retainer fee of $15,000 in recognition of the substantial
start-up efforts required in implementing an M&A program for the Company,
2) $4,000 per month payable on the first of each month beginning with May's
fee which is due immediately,
3) For companies identified by me (rather than brought to DCRI by
intermediaries to whom the Company owes a fee) which the Company acquires,
fees shall be agreed upon and approved by the Board of Directors on a case by
case basis,
4) For financing identified and arranged by me, such fees as shall be
approved by the Board of Directors, depending on the scope of services
provided and circumstances, and
5) Such other fees as shall be approved by the Board of Directors, depending
on the services provided.
Payment of any fees due me other than the monthly consulting fees shall be
due at the closing of any acquisitions and funding of financings. You shall
also agree to pay all reasonable expenses incurred with respect to my work on
behalf of the Company pursuant to this Agreement. In addition, after
discussion with you, we may agree to hire others on a consulting or other
basis, as appropriate, to assist me in these efforts. I plan to commit
approximately five days a month, or about 40 hours, to these activities
(please note, my normal consulting fee is a minimum of $1,200 per day). If I
find that substantially more time is required than this, we agree to
renegotiate the Agreement, as we both shall agree is appropriate in the sole
discretion of both parties.
My services under this Agreement shall commence on the date of this Agreement
and shall continue thereafter until November 30, 1998, unless earlier
terminated or renewed as provided in this Agreement. This Agreement shall
terminate immediately in the event of my death or disability that prevents
me from performing my duties hereunder in a manner reasonably satisfactory to
the Board of directors of DCRI; provided however, that my estate shall be
paid the monthly consulting fee through the date of death or disability, and
the success fees referred to above, if any, for acquisitions and financing
identified by me. This Agreement may be renewed upon the written agreement
of the parties heretofore on or prior to October 31, 1998 for a term and an
amount to be negotiated by the parties in their sole discretion.
In performing my services under this Agreement, I shall be an independent
contractor and, as between DCRI and me, DCRI shall not be responsible for
withholding collection or payment of income taxes or for other taxes of any
nature on behalf of me. Nothing contained in this Agreement shall make me the
agent, employee, joint venturer or partner of DCRI or provide me with the
power or authority to bind DCRI to any contract, agreement or arrangements
with any individual or entity except, with the prior written approval of DCRI.
The Agreement embodies the final, entire agreement among the parties hereto
and supersedes any and all prior commitments, agreements, representations,
and understandings, whether written or oral, relating to the subject matter
hereof and may not be contradicted or varied by evidence of prior,
contemporaneous, or subsequent oral agreements or discussions of the parties
hereto. There are no unwritten oral agreements
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among the parties hereto. No variations, modifications, or changes herein
shall be binding upon any party unless set forth in a document duly executed
by or on behalf of such party.
You agree to indemnify me from and defend me against any and all claims made
against me arising out of any of the activities described above, including
reasonable attorneys' fees, but excluding claims based on my willful
misconduct or gross negligence.
I look forward to working with DCRI on these exciting and important
activities and ask that an appropriate officer sign below to indicate your
agreement to these terms.
I understand that the terms of this Agreement are subject to approval by the
Board of Directors.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxxxx
Agreed and accepted:
/s/ M. Xxx Xxxxxxx, President 6-18-98
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Name: Date:
Diversified Corporate Resources, Inc.
