Exhibit 10.35
Agreement between One Source Technologies, Inc.
and Partners Resource Management, LLC
This Agreement ("Agreement") is entered into on February 13, 2003, by and
between OneSource Technologies, Inc., with offices at 0000 Xxxx Xxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as OneSource) and Partners
Resource Management, LLC, an independent contractor located at 0000 Xxxx
Xxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000 (hereinafter referred to as "PRM").
Whereas, OneSource desires to employ the services available through PRM; and
Whereas, PRM is qualified and willing to render such services; the parties
hereto agree as follows:
I. Term of Agreement
This appointment becomes effective February 13, 2003 and shall be in effect for
ninety (90) days unless terminated as stipulated in this Agreement. The
agreement is automatically renewable in ninety (90) day increments unless
terminated as stipulated in this Agreement.
II. Services
PRM will provide Executive Management Services for OneSource in the areas of
Operations, Sales and Finance and any other areas mutually agreed to by
OneSource and PRM. Initially, these services will be provided by Xxxxxxx
Xxxxxxxx, Xxxxxxx XxXxxx, Xxxxxxx (Spike) Xxxxxx and Xxx Xxxxxxxx. PRM reserves
the right to change personnel and their level of service as needed and agreed to
by OneSource.
III. Opportunity
As part of OneSource's refocus, returning to profitability and expansion plans,
the Directors of OneSource have engaged the services of PRM to assist in those
plans. As a team, PRM has a substantial background in the equipment service and
maintenance industry and is well equipped to direct the growth phase of
OneSource. Initially, PRM has agreed to accept cash compensation at a rate of
less than 25% of their current market value and also an equity stake in
OneSource to bridge the gap in PRM's cash compensation, as described in
Attachment 1.
IV. Fees
OneSource agrees to compensate PRM on a retainer basis at a rate of Fourteen
Thousand ($14,000.00) dollars per month. PRM will invoice OneSource at the
beginning of each month and OneSource will pay prior to the tenth of each month
for that month's related services. All expenses, such as airfare, hotel and
meals, pre-approved by OneSource, will be billed as a separate line item on each
invoice, along with any extraordinary approved material expenses.
Sub-contracting of Subject Matter Experts ("SME") that may be required to
fulfill a request for OneSource will be billed outside of the retainer fee, upon
authorization from OneSource, and will also be included on PRM's monthly invoice
as a separate line item.
The retainer fee may be adjusted either higher or lower based on the level of
services required by OneSource. Any adjustments to the retainer will require
written approval from OneSource and PRM will provide a minimum of five (5) days
written notice prior to any adjustment taking place.
In addition to the cash compensation noted above, OneSource will also grant nine
million (9,000,000) common shares of OneSource as described in Attachment A.
Additional projects including but not limited to financing, mergers or
acquisitions, agreed to by OneSource and PRM will be identified as amendments to
this Agreement and will be compensated to PRM independent of the monthly
retainer noted above as indicated in Attachment B.
V. General Terms
OneSource agrees to indemnify and hold harmless PRM from any and all claims,
judgments or costs, including reasonable attorney's fees, that OneSource may
incur by reason of defending any claim or legal action in which PRM may become
involved by reason of any contract between OneSource and its customers. However,
OneSource's obligation to indemnify and hold harmless PRM shall not apply with
respect to any gross negligence or wrongful conduct, including breach of this
Agreement, by PRM or its agents or employees. PRM agrees to indemnify and hold
OneSource harmless from any and all claims, judgments or costs, including
reasonable attorney's fees, that OneSource may incur by reason of defending any
claim or legal action in which OneSource may become involved by reason of any
action brought against PRM. This Agreement is only one of Client and Contractor
and does not create an employment relationship.
OneSource agrees to make payments for all services and charges provided under
the terms of this Agreement in United States Dollars and this Agreement
supersedes any and all previous written and verbal agreements.
Notices to PRM should be sent to the following address:
Xxxxxxx Xxxxxxxx
Partners Resource Management, LLC
0000 Xxxx Xxxxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
Notices to OneSource shall be sent to the following address:
OneSource Technologies, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
VI. Termination
Any party hereto may terminate this Agreement, without cause, by giving thirty
(30) days written notice thereof by certified mail or registered mail to the
other party. OneSource may immediately terminate this Agreement, with cause, by
giving written notice thereof by certified mail or registered mail to PRM.
OneSource and PRM's rights, duties, and responsibilities as set forth in this
Agreement will continue in full force and effect during any notice period. This
termination applies to either this entire Agreement, or any one Project
Agreement, and shall be specified in the written termination notice.
VII. Amendments
Any amendments or modifications to the Agreement shall be invalid unless made in
writing and executed by the parties to this Agreement or authorized
representatives thereof.
2
VIII. Jurisdiction and Choice of Law
The State and Federal courts of the State of Arizona shall have exclusive
jurisdiction over all controversies that may arise in any manner under this
Agreement, and PRM consents to the jurisdiction of such courts. This Agreement
shall be construed in accordance with and governed by the laws of the State of
Arizona.
In Witness whereof, the parties hereto have set their hands by there duly
authorized agents:
On Behalf of PRM:
Xxxxxxx Xxxxxxxx
--------------------- ----------------------- ----------
NAME SIGNATURE / TITLE DATE
On Behalf of OneSource Technologies, Inc.:
--------------------- ----------------------- ----------
NAME SIGNATURE / TITLE DATE
Both parties agree that a signed facsimile copy of this agreement will be
legally binding.
3
ATTACHMENT A
X. XXXXX OF COMMON STOCK
OneSource agrees to grant nine million (9,000,000) shares of OneSource Common
Stock based on the following vesting schedule:
Common Shares vested ("earned") at the commencement of the Engagement is
3,000,000.
Common Shares vested ("earned") at the end of Year 1 (2003) assuming Requirement
A is met is an additional 3,000,000 bringing the total vested to 6,000,000.
Common Shares vested ("earned") at the end of Year 2 (2004) assuming Requirement
B is met is an additional 3,000,000 bringing the total vested to 9,000,000.
For purposes of these Requirements A and B, 2,000,000 Common Shares in each year
are allocated to the Gross Revenue portion of the Requirement and 1,000,000
Common Shares shall be allocated to the Operating Profit component of the
Requirement. Should Requirement A not be met or exceeded, the amount of shares
vested will be equal to the prorated amount (up to 150%) of the Requirement that
is met. For example, in Year 2003 if the actual Revenue is $4,231,185 (10%
growth) and Pre-Tax Operating Profit is $150,000, then 1/2 of the allocated
shares will vest. (i.e. 2,000,000 x 1/2 = 1,000,000 shares vest for Revenue
Requirement and 1,000,000 x 1/2 = 500,000 shares vest for the Operating Income
Requirement for a total of 1,500,000 vested shares overall for Requirement A).
The total number of Common Shares vesting will be capped at 9,000,000 Common
Shares.
Should an acquisition, merger or other change of majority control occur within
OneSource while this Agreement is in effect, all 9,000,000 Common Shares shall
be deemed vested.
Requirement A Requirement B
Base Year Budget Actual Results Actual Results
2003 2003 2004
---------------- -------------- --------------
Minimum Gross Revenues $3,846,532 $4,615,838 $5,769,798
Growth Percentage over prior year 20% 25%
(2/3 weighting or 2,000,000 Common Shares)
Minimum Pre-Tax Operating Income $ 100,000 $ 300,000 $ 480,000
Growth Percentage over prior year 200% 60%
(1/3 weighting or 1,000,000 Common Shares)
All Common shares will be granted at the commencement of the Engagement and
deemed vested for voting purposes. Each Requirement is treated independent such
that if all of Requirement A is not achieved, it is still possible to achieve
100% of Requirement B by meeting the Growth Percentages shown.
4
ATTACHMENT B
OTHER FEES
A fee will also be earned by PRM for other activities performed such as but not
limited to, Fund Raising efforts, Mergers or Acquisitions, or other standard
commissionable sales activities. The fees for each are shown below:
Fund Raising in the form of either debt or equity:
6% of the amount raised up to $1,000,000
5% of the amount raised over $1,000,000 and less than $2,000,000
4% of any amount raised over $2,000,000
Merger or Acquisition:
5% of the total value of the Transaction up $5,000,000
4% of the total value of the Transaction over $5,000,000 and less than
$15,000,000
3% of the total value of the Transaction over $15,000,000
Commissionable Sales:
Commissions will be paid to PRM at the current rates paid to employees of
OneSource under their standard Compensation Plan
5
