EX-10.39
CONSULTING AGREEMENT
January 28, 1994
Puro Corporation of America
00-00 00xx Xxxxxx
Xxxxxxx, XX 00000
Re: Xxxxx X. Xxxxx and
Puro Corporation of America
Gentlemen:
This will confirm the arrangements, terms and conditions, whereby Xxxxx X.
Xxxxx (hereinafter referred to as the "Consultant") shall serve as investment
banker and financial advisor to Puro Corporation of America (hereinafter
referred to as the "Company") for the period set forth below. The undersigned
hereby agree to the following terms and conditions:
1. Consulting Services. From the date hereof through January __, 1999, the
Consultant shall provide to the Company investment banking services, including
advice with respect to mergers or acquisitions, or sales of all or part of the
Company; and advice regarding financial strategy, debt and equity offerings,
capital structure, and other financial matters. Without limiting the generality
of the foregoing, this agreement relates to assistance to the Company in
developing, studying and evaluating financing and merger and acquisition
proposals. Notwithstanding the same, however, in the event that the Consultant
facilitates a merger, financing or other like transaction on behalf of the
Company, the Consultant shall be provided separate consideration for same on
mutually agreeable terms and conditions.
2. Compensation.
(a) The Company agrees to pay the Consultant for its services to be
rendered pursuant to this agreement a monthly fee of One Thousand Dollars
($1,000.00) commencing on January 28, 1994 and continuing to and including
January 28, 1999.
(b) All reasonable out-of-pocket expenses incurred by the Consultant
in performance of the services to be rendered hereunder shall be borne by the
Company and reimbursed to the Consultant upon presentation of appropriate
documentation provided, however, that expenses in excess of $250.00 per month
shall require the prior written consent of the Company
Puro Corporation of America
January 28, 1994
Page 2
3. Relationship. Nothing herein shall be deemed to constitute an
employment or agency relationship between the Consultant and the Company.
Nevertheless, nothing contained herein shall be deemed to preclude the creation
of such relationship by separate agreement of the parties, in writing, for a
particular purpose. Except as expressly agreed in writing, the Consultant shall
not have the authority to obligate, bind or commit the Company in any manner
whatsoever.
4. Assignment and Termination. This agreement shall not be assignable
by either party except to successors to all or substantially all of the business
of either, nor may this agreement be terminated by either party for any reason
whatsoever without the prior written consent of the other party, which consent
may be arbitrarily withheld by the party whose consent is required.
Very truly yours,
/s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx
AGREED AND ACCEPTED BY:
PURO CORPORATION OF AMERICA
By: /s/ Xxxx X. Xxxx
----------------------------
Xxxx X. Xxxx,
Its President
Hereunto Duly Authorized
