EXHIBIT 10.32
TERMINATION AGREEMENT
This TERMINATION AGREEMENT, dated as of June 5, 1998, is made by
and between ZS Fund L.P., as assignee of MFI Associates, Inc.("Advisor"), and
Market Facts, Inc., a Delaware corporation ("MFI").
R E C I T A L S:
WHEREAS, Advisor and MFI are parties to that certain Financial
Advisory Agreement dated as of June 6, 1996 (the "Financial Advisory
Agreement").
WHEREAS, Advisor and MFI desire to terminate their respective
obligations under the Financial Advisory Agreement, on the terms and
conditions stated herein.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the parties agree as follows:
1. Advisor and MFI agree to terminate their respective
obligations under the Financial Advisory Agreement effective as of December
31, 1997 (the "Termination Date"), except for MFI's indemnification and
contribution obligations under Section 3 of the Financial Advisory Agreement
for actions taken by Advisor on or prior to the Termination Date, which shall
remain in full force and effect.
2. This Agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof. Any previous agreements
or understandings between the parties regarding the subject matter hereof are
merged into and superseded by this Agreement.
3. This Agreement shall be governed, construed and enforced in
accordance with the internal laws of the State of Illinois, without giving
effect to any choice of law rules which may direct the application of the
laws of another jurisdiction.
IN WITNESS WHEREOF, this Termination Agreement has been duly
executed as of the date first written above.
ZS FUND L.P. MARKET FACTS, INC.
By: Xxxxxxx, Xxxxxxxx & Co., Inc.,
its general partner
By: /s/ Xxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------- -------------------------
Name: Xxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Partner Title: Chief Financial Officer
