EXHIBIT 10.19
FUNDING AGREEMENT
FUNDING AGREEMENT (the "Agreement") dated as of July 2, 1998, between WORK
INTERNATIONAL CORPORATION (the "Company"), and BOLLARD GROUP, L.L.C., a Texas
limited liability company ("Bollard").
W I T N E S S E T H:
WHEREAS, the Company proposes to acquire a number of companies in the
staffing and information technology business (the "Business") for various
combinations of cash and common stock of the Company (the "Proposed
Acquisitions") simultaneously with, and conditioned upon, the successful
completion of an initial underwritten public offering of the Company's common
stock (the "IPO"); and
WHEREAS, the Company desires to obtain a commitment from Bollard for up to
$500,000 of debt financing to pay certain expenses which the Company expects to
incur up to the time of the closing of the IPO;
NOW, THEREFORE, in consideration of the agreements and undertakings of the
parties hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. FUNDING COMMITMENT. Subject to the terms and conditions of this
Agreement, Bollard agrees to provide up to $500,000 to the Company for the
purpose of funding operating expenses of the Company (the "Expenses"). Prior to
the completion of the IPO, the Company may request Bollard to make advances to
the Company to pay Expenses. Bollard will have the right to inspect the books
and records of the Company regarding any request for funding Expenses, and the
Company and Bollard further agree to attempt to defer the payment of Expenses
where appropriate. In addition, the Company will exercise reasonable business
judgment in incurring expenses for which funding is requested from Bollard.
However, Bollard recognizes that the Company must continue to operate in a
manner contributing to a successful Initial Public Offering and Bollard agrees
that it will not unreasonably deny funding requests by the Company. Prior to
the employment of any additional professional staff, the Company agrees to
obtain prior approval from Bollard, with such approval by Bollard not to be
unreasonably withheld. In addition, Bollard recognizes that a portion of the
funding proceeds may be applied to securing office space for the Company, and
Bollard will reasonably cooperate in the securing of such office space by the
Company, which may include, but may not be limited to, Bollard providing a non-
refundable deposit not to exceed $35,000. Furthermore, upon completion of the
successful IPO and the Company relocating to alternative office accommodations,
Bollard agrees to take the necessary steps to eliminate the Company's
liabilities arising from the lease at 3900 NationsBank Center. Any such
advances will be made by Bollard in the form of a noninterest bearing loan,
payable on the earlier to occur of the
IPO and December 31, 1998. All such loans will be represented by a note in the
form attached hereto as Exhibit A.
2. MISCELLANEOUS.
2.1 Parties Bound. Except to the extent otherwise expressly
provided herein, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, representatives,
administrators, guardians, successors and assigns; and no other person
shall have any right, benefit or obligation hereunder.
2.2 Notices. All notices, reports, records or other communications
that are required or permitted to be given to the parties under this
Agreement shall be sufficient in all respects if given in writing and
delivered in person, by telecopy, by overnight courier or by registered or
certified mail, postage prepaid, return receipt requested. All notices
hereunder will be sent to Bollard and the Company at the Houston office
address of the Company. Notice shall be deemed given on the date of
delivery, in the case of personal delivery or telecopy, or on the delivery
or refusal date, as specified on the return receipt, in the case of
overnight courier or registered or certified mail.
2.3 Choice of Law. This Agreement shall be construed, interpreted,
and the rights of the parties determined in accordance with, the laws of
the State of Texas, without giving effect to any conflicts of laws
principles.
2.4 Entire Agreement; Amendments and Waivers; Assignment. This
Agreement, together with all exhibits and schedules hereto, constitutes the
entire agreement between the parties pertaining to the subject matter
hereof and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, of
the parties. Except as set forth herein, there are no warranties,
representations or other agreements between the parties in connection with
the subject matter hereof. No supplement, modification or waiver of this
Agreement shall be binding unless it shall be specifically designated to be
a supplement, modification or waiver of this Agreement and shall be
executed in writing by each party to be bound thereby. No waiver of any of
the provisions of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provision hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver unless otherwise expressly provided.
2.5 No Third Party Beneficiaries. There are no third party
beneficiaries of this Agreement.
2.6 No Partnership. Nothing in this Agreement creates or is
intended to create any partnership or joint venture between Bollard and the
Company.
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2.7 Multiple Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
2.8 Termination. This Agreement shall terminate on the earlier to
occur of the date of the IPO or the termination of the definitive
reorganization agreements regarding the acquisition of the founding
companies.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
WORK INTERNATIONAL CORPORATION
By: /S/
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Samuel R. Sacco,
Chairman of the Board
BOLLARD GROUP, L.L.C.
By: /S/
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Richard K. Reiling,
Manager
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