Exhibit 10.38
Memorandum of
Understanding between
Thermo-Xxxxx Environmental Corp.
and
The Ridge Group
28 October 1997
1. Thermo-Xxxxx Environmental Corp. and its subsidiaries ("Thermo") wish to
engage The Ridge Group ("Ridge"), as an investment banker, financial advisor and
special consultant to Thermo and its Board of Directors.
2. In consideration for his services to Thermo, Independent will be paid a cash
retainer by Thermo of $10,000 on the date hereof and on the first day of each
month hereafter, commencing November 1, 1997.
It is further understood and agreed that there may be "success fees"
associated with certain projects which Independent may undertake for Thermo
pursuant to this memorandum of understanding. Any success fee will be agreed to
by Independent and Thermo's Board of Directors from time to time and as may be
appropriate.
3. Thermo will reimburse Independent for all of his reasonable out-of-pocket
expenses associated with the performance of his services to Thermo pursuant to
this memorandum of understanding.
4. Independent will perform such services and render such advice to Thermo as
its Board of Directors may from time to time request and to which Independent
may reasonably agree. These services will initially include, but not be limited
to:
i. assistance in the development and drafting of business plans for
Thermo and its operating units,
ii. assisting Thermo in its communications with the investment community
and helping to raise the investment community's awareness of Thermo,
its plans and strategy,
iii. evaluate financing strategies and identify financing alternatives for
the support of Thermo and its subsidiaries business plans,
iv. support and advise Thermo and its management in negotiations with:
sources of financing, acquisition targets and strategic partners.
5. Pursuant to his work as an advisor to Thermo, Thermo will indemnify
Independent in a form and substance mutually agreeable.
KIG
JD
EH
ES
51
