DIRECT CHARGE ADMINISTRATIVE SERVICES AGREEMENT
-----------------------------------------------
THIS AGREEMENT, dated as of this 9th_ day of December, 1997, by and between
XL VISION, INC., a Delaware corporation, ("XL Vision") and WHO? VISION SYSTEMS,
INC., a Delaware corporation, ("WHO").
WITNESSETH:
-----------
WHEREAS, XL Vision is providing WHO with certain administrative support
services; and
WHEREAS, XL Vision and WHO have agreed to enter into an Administrative
Services Agreement to reflect the parties' respective rights and obligations.
NOW, therefore, the parties hereto, in consideration of their mutual
covenants and intending to be legally bound, hereby agree as follows:
1. XL Vision agrees to provide (either directly or indirectly through its
subsidiaries) to WHO for the term specified herein, administrative support
services and access to the broad management experience of the corporate
management staff of XL vision. Such services shall be substantially those
heretofore provided by XL Vision to WHO, including without limitation,
consultation in regard to general management, investor relations, financial
management, human resources management, legal services, insurance programs
administration, audit administration, tax research and planning, and
preparation of federal and state income tax returns. Nothing herein shall
be construed to require XL Vision to provide any services under this
Agreement which cannot reasonably be provided by XL Vision's management and
corporate staff.
2. In consideration of the services to be rendered by XL Vision under this
Agreement, WHO shall pay to XL Vision costs which shall be based on the
individual personal rates and which such hours shall be billed at the end
of each month.
3. WHO recognizes that XL Vision has heretofore provided, or has made
arrangements for, certain other services and benefits for WHO and has
incurred certain obligations of WHO and that XL Vision may continue to
provide, or make arrangements for, certain of such services and benefits
and may incur guarantees of obligations of WHO. The foregoing may involve,
among other things, various types of insurance programs; various legal,
accounting and other matters requiring outside professional services or
in-house services by XL Vision personnel (including but not limited to
legal and accounting services) which are not in the ordinary course; and
guarantees of obligations. To the extent XL Vision continues to incur
obligations for WHO at WHO's request in connection with such services and
benefits, WHO shall pay to XL Vision or to the provider of such services,
in addition to the fees provided in Paragraph 2 of the Agreement, the
actual and identifiable costs of such services and benefits, or in those
cases where actual costs cannot be identified, WHO's proportionate share of
such benefits and services, and the sums necessary to discharge, repay or
to otherwise compensate XL Vision for any obligations incurred by XL Vision
in connection therewith. XL Vision shall submit to WHO a monthly statement
of all such sums due in accordance with the provisions of this Paragraph
and each such statement shall be paid by WHO within 30 days after the
delivery of such statement to WHO.
4. This Agreement shall be effective January 1, 1998 and shall extend on a
month to month basis. Termination of this agreement can be made by either
party to the other party with no less than 30 days prior written notice.
5. Nothing herein shall be construed to relieve the directors or officers of
WHO from the performance of their respective duties or limit the exercise
of their powers in accordance with the Certificate of Incorporation or
By-Laws of XL Vision, any applicable provisions of the Corporation Law of
the State of Delaware, or otherwise. The activities of WHO shall at all
times be subject to the control and direction of its Board of Directors and
Officers.
6. This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and may not be amended or
modified except by the written agreement of the parties hereto.
7. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors. Nothing in this Agreement,
expressed or implied, is intended to confer on any other person other than
the parties hereto, or their respective successors, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
8. This Agreement and any rights or obligations pursuant hereto shall not be
assignable by either party without prior written consent of the other
party.
9. Nothing in this Agreement shall be deemed to constitute the parties hereto
joint venturers, partners or participants in an unincorporated business or
other separate entity.
IN WITNESS WHEREOF, XL Vision, Inc. and WHO? VISION SYSTEMS, INC. have
caused this Agreement to be executed in their respective corporate names by an
officer thereunto duly authorized, all as of the date first above written.
ATTEST: XL VISION, INC.
/s/ Xxxxxxxx Xxxx By: /s/ Xxxxxxx X. Xxxxxxx
---------------------- ------------------------
Xxxxxxxx Xxxx Xxxxxxx X. Xxxxxxx
Assistant Secretary President and COO
ATTEST: WHO? VISION SYSTEMS, INC.
/s/ Xxxxxxxx Xxxx By: /s/ Xxxxxxxxx X. Xxxxxxxxx
---------------------- --------------------------
Xxxxxxxx Xxxx Xxxxxxxxx X. Xxxxxxxxx
Assistant Secretary Chief Executive Officer
