EXHIBIT 10.21
WORKING AGREEMENT
Xx. Xxxxxx X. Xxxxx
President and Chief Executive Officer
College Partnership, Inc.
000 X. Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
RE: Working Agreement
Dear Xxxxxx,
The purpose of this letter is to create a business agreement, for us, The
QuanStar Group, LLC (the Advisor), to render certain strategic and consulting
services to College Partnership, Inc. (the Company). We have taken the various
points of our conversations and have developed them into this Agreement. All the
services and fee elements of this Agreement are in addition to those of any
other agreement that we may currently have or may develop in the future.
1. Services to be rendered
Interim Executive Management Support
a) The Advisor will assist the Company with interim active executive
management support through the providing of a senior level executive
manager (the Executive) to assist the Company in managing certain of
its business operations and activities.
b) By agreement of the parties, the Executive assigned to this project
will be Xx Xxxxx.
c) The Executive will be available for a period of twelve days per
calendar month or an average of three days per week, with such
schedule agreed to in advance by the Company and the Executive.
d) Additional time may be available upon mutual agreement of the Advisor
and the Company and subject to additional fees as shown below.
e) The Executive will carry the title of President and will report within
the Company to- Board of Directors.
i) The Executive's primary -areas of responsibility are Outlined in
Schedule 1.
f) The Advisor will continue to monitor and maintain control of the
Executive and will provide such additional input and support as is
necessary for the Executive to perform the duties outlined.
Draft of February 2, 2004 Page 1 of 5
g) The Executive will be based out of the Company's Dallas office and
will, upon reasonable prior notice, attend Board and other such
meetings at the Company's offices in Denver with the Company paying
the travel expenses.
h) The Executive will travel, at the Company's expense, as required by
the roles functional duties when approved by the Company.
i) In the event that Xx. Xxxxx becomes unavailable to continue in such
role due to circumstances beyond the reasonable control of the
Advisor, the Advisor will provide, within a 30 day period, a mutually
agreed upon replacement or if it is unable to do so, the Company may
cancel this agreement with no further obligation.
2) Fees
The Company shall pay the Advisor, on a monthly basis, for its additional
services hereunder the following fees:
a) Fees
i) The Company will pay to the Advisor for its strategic consulting
services a monthly retainer of $10,000 beginning April 1, 2004.
The March payment will be due and owed but will be made upon the
Company receiving any minimum equity funding in the amount of
$500,000.
ii) The Company will pay to the Advisor an additional fee of $1,000
per day for each additional day, over the allocated twelve, in
any calendar month. Such additional days will occur at the
Company's request or with the Company's prior approval.
iii) The Company shall be obligated to continue the monthly minimum
payment for a period of at least three months from the beginning
date of this Agreement.
iv) All Fees will be invoiced on a monthly basis and payable within
30 days of invoice.
b) Warrants
The Company will provide to the Advisor the following warrant
position:
i) A warrant purchase agreement of 300,000 shares of the Company's
stock with a $.50 exercise price and a warrant date of March 1,
2004
ii) The warrants shall vest on pro-rata on a monthly basis for the
first 12 months of this Agreement and shall carry a five year
term.
3) Term
a) The term of the Agreement shall begin on March 1, 2004 and continue
for an initial period of one year. Unless terminated by either party
at the end of the term it will automatically be renewed for successive
one-year periods.
Draft of February 2, 2004 Page 2 of 5
b) This engagement may be terminated by either party at any time upon
thirty (30) days prior written notice, given at any time but not prior
to 90 days from the starting date. Warrants will be pro-rated in the
event of termination.
c) Upon any termination of this engagement letter, all future obligations
of the parties shall end, provided, however, that no such termination
shall affect the indemnification obligations of the Company as
outlined in this letter or the right of the Advisor to receive any
retainer fees earned and payable, or equity warrants vested as
provided for in this Agreement, or the right of the Advisor to receive
reimbursement for its out-of-pocket expenses previously incurred as
described below.
4) Working Relationship
a) All of these activities will be performed in close coordination with
the Company's executives that have been designated to be involved. The
Advisor will perform its services in a professional manner, consistent
with industry practice.
b) The Advisor, through the Executive, and the Company will mutually
agree upon a schedule and method of reporting and meetings.
c) The Advisor, through the Executive, will provide the Company on a
pre-agreed scheduled basis, an oral or written report providing in
reasonable detail a description of the discussions initiated with any
third parties as part of its execution of its assignments.
5) Expenses
The Company will reimburse the Advisor, upon its request, for all
reasonable out of pocket expenses, including travel as well as any indirect
expenses incurred by it in connection with performing services as outlined
in this letter, provided that any single expense in excess of $500 will
require consent of the Company.
6) Information and Confidentialitv
a) The Advisor agrees that all non-public information pertaining to the
prior, current or contemplated business of the Company are valuable
and confidential assets of the Company. Such information shall
include, without limitation, information relating to customer lists,
bidding procedures, intellectual property, trade secrets, financing
techniques and sources and such financial statements of the Company as
are not available to the public. The Advisor shall hold all such
information provided to it in trust and confidence for the Company'
and shall not use or disclose any such information for other than the
Company's business.'
b) Upon request from the Company during or at the termination of this
Agreement and provided that the Company is current on its payment of
all fees and expenses, the Advisor will provide the Company any work
product information that the Advisor may have.
Draft of February 2, 2004 Page 3 of 5
7) Indemnification
The Company agrees to defend, indemnify and hold the Advisor and its
directors, officers, employees and agents, harmless from and against any
and all claims or liability arising out its performance under this Letter
Agreement except to the extent such claims or liability result :trom the
gross negligence or willful misconduct of the Advisor.
8) Independent Contractor
It is expressly understood and agreed that the Advisor shall, at all times,
act as an independent contractor with respect to the Company and not as an
employee or agent of the Company, and nothing contained in any agreement
shall be construed to create a joint venture, partnership, association or
other affiliation, or like relationship, between the parties.
9) Non-Disturbance and Non-Solicitation
The Company agrees that it will not, without the express written permission
of the Advisor, solicit for or in any way employ, contract or utilize the
services of the Executive or any of the Advisor's employees, executives,
consultants or contractors during the term of this Agreement or for a
period of one year from the its termination.
10) Amendment
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is evidenced in writing and signed by the
parties.
11) Notices
All notices given shall be in writing and shall be deemed to have been
provided when delivered by certified or overnight mail to the primary
business addresses of the other party.
12) Entire Agreement
This Agreement contains all of the understandings and agreements of the
parties with respect to the subject matter discussed herein.
13) Severability
The invalidity, illegality or unenforceability of any provision or
provisions of this Agreement will. not affect any other provision of this
Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of
this Agreement affect the balance of such provision.
Draft of February 2, 2004 Page 4 of 5
14) Construction and Enforcement
This Agreement shall be construed in accordance with the laws of the State
of Colorado, without application of the principles of conflicts of laws.
15) Binding Nature
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the parties, and their respective successors and assigns.
The Advisor cannot assign the work requirements of this Agreement without
prior consent of the Company.
16) Counterparts
This Agreement may be executed in any number of counterparts, including
facsimile signatures, which shall be deemed as original signatures. All
executed counterparts shall constitute one Agreement, notwithstanding that
all signatories are not signatories to the original or the same
counterpart.
17) Authorization
The Company represents and warrants that it has the requisite power and
authority to enter into and carry out the terms and conditions of this
Agreement.
We look forward to formalizing our business relationship. Please confirm that
the foregoing correctly set forth our agreement by signing and returning to us a
copy of this Agreement.
THE QUANSTAR GROUP, LLC.
By:
Xxxx X. Xxxxxxxxx
Chief Executive Officer
COLLEGE PARTNERSHIP INC.
By: _____________________________
Corporate Secretary
Name: Xxxxxx X. Xxxxx
Subject to final approval of the Board of Directors
Draft of February 2, 2004 Page 5 of 5
August 31, 2004
Ms. Xxxxxx Xxxxx
Chief Executive Officer
College Partnership, Inc.
000 X. Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
RE: Second Working Agreement. Amendment
Dear Xxxxxx,
The purpose of this letter is to amend our second business agreement signed by
us on February 22, 2004 which calls for The QuanStar Group, LLC (the Advisor),
to render interim executive management support to College Partnership, Inc. (the
Company). You have asked us for additional time under this agreement and we are
extending the time from 12 days a month to 16 days a month.
The only section being modified is as below. All other terms and conditions of
that Agreement remain valid and in force.
2) Fees
The Company shall pay the Advisor, on a monthly basis, for its additional
services hereunder the following fees:
a) Fees
i) The Company will pay to the Advisor for its strategic consulting
services a monthly retainer of $12,000 beginning September 1,2004.
ii) The Company will pay to the Advisor an additional fee of $1,000
per day for each additional day, over the allocated sixteen, in any
calendar month. Such additional days will occur at the Company's request or
with the Company's prior approval.
Please confirm that the foregoing correctly set forth our agreement by signing
and returning to us a copy of this Agreement.
THE QUANSTAR GROUP, LLC. COLLEGE PARTNERSHIP INC.
By: By:
Xxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxx
Chief Executive Officer Title: Corporate Secretary
