Exhibit 10.01
XTRASOURCE ACQUISITION, INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") made effective as of the
1st day of October 2004, by and between Xtrasource Acquisition, Inc., a Delaware
corporation (the "Company"), and Xxxxxx X. Xxxxx ("Xx. Xxxxx").
RECITALS
WHEREAS, the Company recently acquired the assets of Xtrasource, Inc.
and as a result is now engaged in the business of designing, implementing and
managing high-tech solutions for service intervention, customer acquisition,
customer care, technical support and help-desk functions. The Company uses
modern customer contact centers, coupled with our state-of-the-art proprietary
software systems, to provide domestic and international support services for
Fortune 1000 companies, multinational companies, product manufacturers, and
software companies; and
WHEREAS, Xx. Xxxxx was the President of Xtrasource, Inc. and has
acknowledged knowledge, skill and experience; and
WHEREAS, the Company is a wholly-owned subsidiary of Sento Corporation
("Sento)"; and
WHEREAS, the Company desires to obtain the benefit of Xx. Xxxxx'x
knowledge, skill, and experience and, therefore, is willing to engage the
services of Xx. Xxxxx upon the terms set forth in this Agreement; and
WHEREAS, Xx. Xxxxx is willing to render services to the Company on the
terms set forth herein;
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Company and Xx. Xxxxx agree as follows:
1. Employment.
(a) Employment. The Company hereby employs Xx. Xxxxx and Xx.
Xxxxx hereby accepts employment by the Company, subject to the terms set forth
in this Agreement.
(b) Employment Term. The term of Xx. Xxxxx'x employment under
this Agreement ("Employment Term") shall begin on October 1, 2004 and shall
continue through March 31, 2006, unless terminated sooner in accordance with
this Agreement. The Employment Term shall be automatically extended for
successive one-year periods unless a notice of non-extension is given by one
party to the other at least one hundred eighty (180) days prior to the
expiration of the then current term.
(c) Title and Duties. Xx. Xxxxx'x title shall be Senior Vice
President of Business Development of the Company, and he shall possess such
powers and duties as are normally incident to such position, as he currently
exercises and performs and as provided in the By-laws, all in accordance with
Utah General Corporation Law. Xx. Xxxxx'x title, powers and duties may be
changed by the President & CEO of the Company. During the Employment Term, Xx.
Xxxxx shall faithfully discharge his duties and responsibilities in a diligent
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manner, devoting substantially all of his working time to the affairs of the
Company and its subsidiaries (collectively, "Sento"). Xx. Xxxxx shall promptly
communicate with the President & CEO on all material Company events and matters.
2. Compensation and Related Matters.
(a) Salary. For services rendered by Xx. Xxxxx to the Company
and upon the condition that Xx. Xxxxx fully and faithfully perform all of his
duties and obligations owed during the Employment Term under this Agreement. The
Company shall pay Xx. Xxxxx an annual base salary equal to $150,000, payable in
twenty-six equal bi-weekly installments per year less income tax withholdings
and other normal employee deductions. The base salary set forth herein shall be
reviewed annually by the Compensation Committee (the "Compensation Committee")
of the Board of Directors of the Company at the end of each fiscal year of the
Company beginning with the fiscal year ending on or about March 31, 2006
(hereafter "Fiscal Year"), or at such other times as may be deemed appropriate
by the Compensation Committee, and may, at the sole discretion of the
Compensation Committee, be left unchanged or increased by an amount which it
deems appropriate.
(b) Bonuses. Xx. Xxxxx shall be eligible to receive with
respect to each Fiscal Year during the Employment Term bonuses under the
Company's bonus program, if any, which may be subsequently adopted or amended by
the Compensation Committee ("Compensation Committee") of the Board of Directors
of Sento (or the full Board as the case may be).
(c) Fringe Benefits. During the Employment Term, Xx. Xxxxx
shall be eligible to receive reasonable amounts of paid, noncumulative vacation
per year, to be taken at a time or times reasonably agreeable to both Xx. Xxxxx
and the Company, and shall be eligible to participate in and receive coverage
and benefits under all group insurance, pension, profit sharing, bonus, stock
option, stock ownership and other employee benefit plans, programs and
arrangements of Sento which are now or hereafter adopted by Sento for the
benefit of its similarly situated executive employees, subject to and on a basis
consistent with the terms, conditions and overall administration of such plans,
programs and arrangements.
(d) Business Expenses. The Company shall reimburse Xx. Xxxxx
for the reasonable and necessary business expenses incurred by Xx. Xxxxx in
connection with the performance of his duties and obligations as set forth
herein during the Employment Term. Such expenses shall include, but are not
limited to, cellular telephone expenses and all expenses of travel and living
expenses while away from home on business or at the request and in the service
of the Company, provided that such expenses are properly incurred and accounted
for in accordance with the applicable policies and procedures established by the
Company. Reimbursement shall be made upon the presentation by Xx. Xxxxx to the
Company of reasonably detailed statements of such expenses.
(e) Proration of Compensation. Any compensation payable to
Xx. Xxxxx under this Section 2 in respect of any Fiscal Year during which the
Employment Term terminates prior to the last day of such Fiscal Year shall,
unless otherwise provided in the applicable plan, program or arrangement, be
prorated in accordance with the number of days in such Fiscal Year during which
he is so employed.
3. Benefits Following Employment Term or Termination. For the shorter
of the following periods: (i) a period of six (6) months following the Date of
Termination of the Employment Term, or (ii) a period from the Date of
Termination of the Employment Term and continuing until the date Xx. Xxxxx
accepts other employment with comparable benefits, and provided that Xx. Xxxxx
was not terminated for cause as provided in Subsection (a) of Section 5 herein,
the Company shall permit, at the Company's expense, Xx. Xxxxx, his spouse and
dependents, as applicable (the "Benefit Participants") to participate in all
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group medical and health insurance plans then made available to the executive
employees of the Company (the "Plans") (including but not limited to such Plans
in which Xx. Xxxxx was entitled to participate immediately prior to the Date of
Termination) in the same manner as provided to its other executive employees;
provided, however, that this Section 3 shall not apply in the event that (i)
Sento shall hereafter terminate the applicable Plan, or (ii) the participation
of the Benefit Participants in such Plan is prohibited by law or, if applicable,
would disqualify such Plan as a tax qualified plan pursuant to the Internal
Revenue Code of 1986, as amended, or any successor thereto (the "Code") or (iii)
the participation of the Benefit Participants violates the general terms and
provisions of such applicable Plan. In the event that any of the Benefit
Participants' participation in such Plans is prohibited by law or, if
applicable, would disqualify the Plan as a tax qualified plan, the Company shall
pay the monthly COBRA premiums otherwise payable by Xx. Xxxxx with respect to
continuation coverage of such Plans or permit the Benefit Participants to
acquire substantially comparable coverage at the Company's expense, from a
source of Xx. Xxxxx'x or his spouse's choosing, notwithstanding the fact that
such coverage or benefit will result in a higher cost than if provided under an
Sento Plan. However, in no event will the Benefit Participants receive from the
Company the coverage contemplated by this Section 3 if the Benefit Participants
receive such coverage from any other source.
4. Compensation upon Termination or During Disability.
(a) Compensation upon Termination for Cause. If the Employment
Term shall be terminated "for cause," as provided in Subsection (a) of Section 5
herein, the Company shall have no further liability under this Agreement except
to pay Xx. Xxxxx (i) the value of any accrued salary or other compensation due
to Xx. Xxxxx pursuant to Section 2 herein (including any earned and awarded but
unpaid bonus payment, subject to set-off of amounts owed to the Company, but
excluding any deferred bonus payments based upon quarterly Fiscal Year
performance) upon the date of delivery of Notice of Termination to Xx. Xxxxx, at
the rate in effect at the time such Notice of Termination is delivered, and (ii)
any benefits payable under all employee benefit plans, programs and arrangements
of Sento in which Xx. Xxxxx is a participant on the date of delivery of Notice
of Termination.
(b) Compensation upon Death. If the Employment Term is
terminated by Xx. Xxxxx'x death, the Company shall have no further liability
under this Agreement except to pay Xx. Xxxxx'x spouse, or if he leaves no
spouse, his estate or devisee, legatee or other designee, as applicable, (i) the
value of any accrued salary or other compensation due to Xx. Xxxxx pursuant to
Section 2 herein (including any earned put unpaid bonus payment or prorata share
of such earned bonus payment, but excluding deferred bonus payments based upon
annual Fiscal Year performance) at the time of his death, (ii) any death benefit
payable under all employee benefit plans, programs and arrangements of Sento in
which Xx. Xxxxx is a participant on the date of his death, and (iii) any Plan
coverage continuation for Xx. Xxxxx'x spouse and dependents, as applicable,
under Section 3 herein.
(c) Compensation upon Disability. During any period that Xx.
Xxxxx fails to perform his duties hereunder as a result of incapacity due to an
"impaired condition," as such term is defined in Subsection (c) of Section 5
herein (the "disability period"), Xx. Xxxxx shall continue to receive his full
salary at the rate then in effect for the disability period until the Employment
Term is terminated pursuant to Subsection (c) of Section 5 herein; provided,
however, that such salary payments so made to Xx. Xxxxx pursuant hereto shall be
reduced by the sum of the amounts, if any, payable to Xx. Xxxxx prior to or
during this period, as the result of such incapacity, under any disability
benefit plan or insurance program of Sento in which Xx. Xxxxx participates.
In the event of termination of the Employment Term pursuant to
Subsection (c) (disability) of Section 5 herein, the Company shall have no
further responsibilities under this Agreement except (i) to pay the value of any
accrued salary or other compensation due under Section 2 herein (including any
earned but unpaid bonus payment or prorata share of such earned bonus payment,
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but excluding deferred bonus payments based upon annual Fiscal Year performance)
on the Date of Termination to Xx. Xxxxx (or in the event of Xx. Xxxxx'x
subsequent death, to his estate or devisee, legatee or other designee, as
applicable), together with any benefits payable under all employee benefit
plans, programs or arrangements of Sento in which Xx. Xxxxx is a participant on
the Date of Termination, and (ii) to provide for any Plan coverage continuation
for Xx. Xxxxx, his spouse and dependents, as applicable under Section 3 herein.
(d) Compensation upon Termination by Xx. Xxxxx. If Xx. Xxxxx
terminates the Employment Term due to "impaired health" or for Good Reason, as
such terms are defined in Subsection (d) of Section 5 herein, the Company shall
have no further responsibility under this Agreement except (i) to pay the value
of any accrued salary or other compensation due under Section 2 herein
(including any earned but unpaid bonus payment or prorata share of such earned
bonus payment, but excluding deferred bonus payments based upon annual Fiscal
Year performance) on the Date of Termination to Xx. Xxxxx (or in the event of
Xx. Xxxxx'x subsequent death, to his estate or devisee, legatee or other
designee, as appropriate), together with any benefits payable under all employee
benefit plans, programs or arrangements of Sento in which Xx. Xxxxx is a
participant on the Date of Termination and, (ii) to provide for any Plan
coverage continuation for Xx. Xxxxx, his spouse and dependents, as applicable,
under Section 3 herein.
(e) Compensation upon Termination by Company. If the Company
breaches this Agreement by terminating the Employment Term, other than pursuant
to Subsections (a) (cause), (b) (death), or (c) (disability) of Section 5
herein, including but not limited to termination without "cause" (as such term
is defined in Subsection (a) of Section 5 herein), the Company shall (i) pay the
value of any accrued salary or other compensation due under Section 2 herein
(including any earned but unpaid bonus payment or prorata share of such earned
bonus payment, but excluding deferred bonus payments based upon annual Fiscal
Year performance) on the Date of Termination to Xx. Xxxxx (or in the event of
Xx. Xxxxx'x subsequent death, to his estate or devisee, legatee or other
designee, as appropriate), together with any benefits payable under all employee
benefit plans, programs or arrangements of Sento in which Xx. Xxxxx is a
participant on the Date of Termination and, (ii) provide for any Plan coverage
continuation for Xx. Xxxxx, his spouse and dependents, as applicable, under
Section 3 herein.
5. Termination.
(a) Cause. The Employment Term may be terminated at any time at the
option of the Company "for cause" (as such term is hereinafter defined),
effective upon the giving of written notice of termination to Xx. Xxxxx. As used
herein, the term "for cause" shall mean and be limited to: (i) any felony
conviction, (ii) willful misconduct or gross negligence in connection with the
performance of Xx. Xxxxx'x duties, responsibilities, agreements and covenants
hereunder, which shall continue for a period of thirty (30) days after the
receipt of notice from the Company, (iii) refusal to comply with reasonable
rules, regulations, policies, directions and restrictions as may be established
from time to time by the Board of Directors of Sento, whereby such refusal
continues for thirty (30) days after the receipt of notice from the Company, or
(iv) repeated abuse (following at least one written warning from the Company) of
alcohol or any illegal use of narcotics or other controlled substances. If Xx.
Xxxxx is advised that he is being terminated for cause, he may submit to the
Board of Directors of Sento a written objection to such determination.
(b) Death. The Employment Term shall terminate automatically upon the
death of Xx. Xxxxx.
(c) Disability. In the event Xx. Xxxxx becomes mentally or physically
"disabled" during the Employment Term, the Employment Term shall terminate on
the Date of Termination (as such term is defined in Subsection (f) of this
Section 5) once the disability is "established." As used in this Subsection, the
term "disabled" means suffering from any mental or physical condition, other
than that resulting from the use of alcohol or illegal use of narcotics or other
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controlled substances, which renders Xx. Xxxxx unable to substantially perform
all of his material duties and services under this Agreement in a satisfactory
manner (an "impaired condition") for a period of one hundred twenty (120)
consecutive days or for more than one hundred eighty (180) days in any twelve
(12) month period. For purposes of this Subsection, the date that Xx. Xxxxx'x
disability is "established" shall be, in the case of an impaired condition which
exists for a period of one hundred twenty (120) consecutive days, the one
hundred twenty-first (121st) day on which such impaired condition exists, and,
in the case of an impaired condition existing for more than one hundred eighty
(180) days in any twelve (12) month period, the one hundred eighty-first (181st)
day on which such impaired condition exists.
(d) Termination by Xx. Xxxxx. Xx. Xxxxx may terminate the Employment
Term (1) for Good Reason, or (2) if his health should become impaired to an
extent that makes his continued performance of his duties and obligations
hereunder hazardous to his physical or mental health or his life ("impaired
health"), provided that Xx. Xxxxx shall have furnished the Company with a
written statement from a qualified doctor to such effect and provided further
that, at the Company's request, Xx. Xxxxx shall submit to an examination by a
doctor selected by the Company and such doctor shall have concurred in the
conclusion of Xx. Xxxxx'x doctor, or (3) voluntarily, without Good Reason and
not due to "impaired health." In the event that Xx. Xxxxx voluntarily terminates
the Employment Term without Good Reason and not due to "impaired health," such
termination shall be treated as if it were a termination "for cause" by the
Company.
(i) Good Reason Defined. For purposes of this Agreement, "Good
Reason" shall mean:
a. a failure by the Company to comply with any
material provision of this Agreement which has not been cured
within thirty (30) days after written notice of such
noncompliance has been given by Xx. Xxxxx to the Company; or
b. any purported termination of Xx. Xxxxx'x
employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of Subsection (e) of
this Section 5 (and for purposes of this Agreement no such
purported termination shall be effective);
c. a change in Xx. Xxxxx'x title or duties which are
in material respects inconsistent with Xx. Xxxxx'x position as
set forth in Section 1(c);
For the purpose of this Subsection (d)(i), no action or
inaction by Xx. Xxxxx within ninety (90) days following the occurrence
of the foregoing events shall be deemed a consent by Xx. Xxxxx to such
events, absent written consent from Xx. Xxxxx to the Company.
(e) Notice of Termination. Any termination of the Employment Term by
the Company or by Xx. Xxxxx (other than termination pursuant to Subsection (b)
(death) of this Section 5) shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this Agreement, a "Notice
of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employment Term under the Section and Subsection so
indicated.
(f) Date of Termination. "Date of Termination" shall mean the
following, respectively, if the Employment Term is terminated by: (i) Subsection
(a) (cause) of this Section 5, the date specified in the Notice of Termination,
(ii) Subsection (b) (death) of this Section 5, the date of Xx. Xxxxx'x death,
(iii) Subsection (c) (disability) of this Section 5, thirty (30) days after
Notice of Termination is given (provided that Xx. Xxxxx shall not have returned
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to the satisfactory performance of his duties on a full-time basis during such
thirty (30) day period), and (iv) if for any other reason, the date on which a
Notice of Termination is given.
Other Business Activities. During the Employment Term, Xx. Xxxxx shall not,
without the prior written authorization of the Board of Directors of the
Company, directly or indirectly render services of a business, professional or
commercial nature (whether for compensation or otherwise) to any person or
entity competitive or adverse to Sento's business welfare or engage in any
activity whether alone, as a partner, or as an officer, director, employee,
consultant, independent contractor, or stockholder in any other corporation,
person, or entity which is competitive with or adverse to Sento's business
welfare. This Section 6 shall not, however, prevent Xx. Xxxxx from investing in
securities issued by any such competitive or adverse corporation, provided the
holdings thereof by Xx. Xxxxx do not constitute more than five percent (5%) of
any one class of such securities.
6. Confidential Information.
(a) Disclosure and Use. Xx. Xxxxx shall not disclose or use at any
time, either during or subsequent to the Employment Term, any trade secrets or
other confidential information, whether patentable or not, of Sento, including
but not limited to, any technical or non-technical data, any formula, pattern,
compilation, program, device, method, technique, drawing, process, financial
data, or any list of actual or potential customers or suppliers, of which Xx.
Xxxxx is or becomes informed or aware during the Employment Term, whether or not
developed by Xx. Xxxxx, except (i) as may be reasonably required for Xx. Xxxxx
to perform Xx. Xxxxx'x employment duties with the Company, (ii) to the extent
such information becomes generally available to the public through no wrongful
act of Xx. Xxxxx, (iii) information which has been disclosed as a result of a
subpoena or other legal process, provided that Xx. Xxxxx has provided the
Company with prompt written notice of the receipt thereof, or (iv) unless Xx.
Xxxxx shall first secure the Company's prior written authorization. This
covenant shall survive the termination of Xx. Xxxxx'x employment hereunder, and
shall remain in effect and be enforceable against Xx. Xxxxx for so long as any
such Sento secret or confidential information retains economic value, whether
actual or potential, from not being generally known to other persons who can
obtain economic value from its disclosure or use. Xx. Xxxxx agrees to execute
such further agreements and/or confirmations of Xx. Xxxxx'x obligations to Sento
concerning non-disclosure of Sento trade secrets and confidential information as
Sento may reasonably require from time to time.
(b) Return of Materials. Upon termination of the Employment Term, Xx.
Xxxxx (or in the event of termination due to Xx. Xxxxx'x death, his estate or
devisee, legatee or other designee, as applicable) shall promptly deliver to the
Company all materials of a secret or confidential nature relating to Sento's
business which are in the possession or under the control of Xx. Xxxxx.
7. Inventions and Discoveries. Xx. Xxxxx hereby assigns to the Company
or its designee all of Xx. Xxxxx'x rights, title and interest in and to all
inventions, discoveries, processes, designs, works of authorship and other
intellectual property and all improvements on existing inventions, discoveries,
processes, designs, works and other intellectual property made or discovered by
Xx. Xxxxx during the Employment Term. Promptly upon the development, making,
creation, or discovery of any invention, discovery, process, design, work,
intellectual property or improvement, Xx. Xxxxx shall disclose the same to the
Company and shall execute and deliver to the Company or its designee such
reasonable documents as the Company may request to confirm the assignment of Xx.
Xxxxx'x rights therein, and if requested by the Company, shall assist the
Company or its designee in applying for and prosecuting any patents and any
trademark or copyright registration which may be available in respect thereof.
Any invention, discovery or other work for which none of Sento's equipment,
supplies, facilities, or confidential information was used and which was
developed entirely on Xx. Xxxxx'x own time, is exempted from this Section 8 so
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long as it (i) does not relate in any way to Sento's business, or actual or
demonstrably anticipated research and development; and (ii) does not result in
any way from Xx. Xxxxx'x work for the Company.
8. Severability. If any provision of this Agreement is held invalid or
unenforceable, either in its entirety or by virtue of its scope or application
to given circumstances, such provision shall thereupon be deemed (i) modified
only to the extent necessary to render the same valid, or (ii) not applicable to
given circumstances, or (iii) excised from this Agreement, as the situation may
require, and this Agreement shall be construed and enforced as if such provision
had been included herein as so modified in scope or application, or had not been
included herein, as the case may be.
10. Enforcement. The Company will be entitled to institute proceedings
and avail itself of all remedies at law or in equity to recover damages
occasioned by a breach or threatened breach of any of the provisions of this
Agreement by Xx. Xxxxx and shall have the right to pursue one or more of such
proceedings and remedies simultaneously or from time to time. Xx. Xxxxx hereby
acknowledges that the Company would suffer irreparable injury if the provisions
of Sections 6, 7 and 8 herein, which shall survive the termination of this
Agreement, were breached and that the Company's remedies at law would be
inadequate in the event of such breach or threatened breach. Accordingly, Xx.
Xxxxx hereby agrees that any such breach or threatened breach may, in addition
to any and all other available remedies, be preliminarily and permanently
enjoined by any court of competent jurisdiction without any requirement that the
Company post a bond.
11. Legal Fees and Expenses. In the event of litigation proceedings
under this Agreement, both the Company and Xx. Xxxxx shall pay their own
attorneys' fees and other legal expenses and costs.
12. General Provisions.
(a) Notices. Any notice, request, demand or other
communication required or permitted to be given hereunder shall be in writing
and personally delivered or sent by registered or certified mail, return receipt
requested, or by a facsimile, telegram or telex followed by a confirmation
letter sent by registered or certified mail, return receipt requested, addressed
as follows:
To the Company: Xtrasource Acquisition, Inc.
Attention: Chief Financial Officer
000 Xxxx Xxxx Xxxxxx Xxxxx
Xxxxxxxx Xxxx, Xxxx 00000
To Xx. Xxxxx: Xxxxxx X. Xxxxx
0000 Xxxxx Xxx
Xxxxxx, XX 00000
Either the Company or Xx. Xxxxx may, at any time, by notice to the other,
designate another address for service of notice on such party. When the letter,
facsimile, telegram or telex is dispatched as provided for above, the notice
shall be deemed to be made when the addressee actually receives the letter,
facsimile, telegram or telex, or upon the third (3rd) business day after the
date it is sent, whichever is earlier.
(b) Amendments. Neither this Agreement nor any of the terms or
conditions hereof may be waived, amended or modified except by means of a
written instrument duly executed by the party to be charged therewith.
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(c) Captions and Headings. The captions and Section headings
used in this Agreement are for convenience of reference only, and shall not
affect the construction or interpretation of this Agreement or any of the
provisions hereof.
(d) Governing Law. This Agreement, and all matters or disputes
relating to the validity, construction, performance or enforcement hereof, shall
be governed, construed and controlled by and under the laws of the State of Utah
without regard to principles of conflicts of law.
(e) Successors and Assigns. In light of the unique personal
services to be performed by Xx. Xxxxx hereunder, it is acknowledged and agreed
that any purported or attempted assignment or transfer by Xx. Xxxxx of this
Agreement or any of Xx. Xxxxx'x duties, responsibilities, or obligations
hereunder shall be void. The Company shall not assign this Agreement to any
third party entity which is not affiliated with the Company or any of its direct
or indirect subsidiaries. Subject to the foregoing, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, personal representatives,
successors and permitted assigns.
(f) Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original hereof, but all
of which together shall constitute one and the same Instrument.
(g) Entire Agreement. Except as otherwise set forth or
referred to in this Agreement, this Agreement constitutes the sole and entire
agreement and understanding between the parties hereto as to the subject matter
hereof and supersedes all prior discussions, agreements and understandings of
every kind and nature between them as to such subject matter.
(h) Reliance by Third Parties. This Agreement is intended for
the sole and exclusive benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors and permitted
assigns, and no other person or entity shall have any right to rely on this
Agreement or to claim or derive any benefit therefrom absent the express written
consent of the party to be charged with such reliance or benefit.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
XTRASOURCE ACQUISITION, INC.
By: /s/ Xxxxxxx X. X'Xxxx
-----------------------
Xxxxxxx X. X'Xxxx
Title: President & CEO
/s/ Xxxxxx X. Xxxxx
--------------------------
XXXXXX X. XXXXX
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