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November 19, 1996
Board of Directors
ARI Network Services, Inc.
330 East Kilbourn Avenue
Milwaukee, WI 53202
Gentlemen:
This letter confirms the engagement of QUAESTUS Management Corporation
("QUAESTUS") by the Board of Directors (the "Board") of ARI Network Services,
Inc. ("ARI") on a non-exclusive basis to provide consulting services to support
the execution of ARI's business plan. This agreement is effective as of
December 1, 1996.
1. QUAESTUS agrees to provide ARI assistance and advice in the
following areas, at the request of ARI's Board or President:
(a) identification and analysis of potential
acquisitions and other business combinations;
(b) executive recruitment;
(c) corporate finance, provided, however, that QUAESTUS
shall not provide any services or perform any
activities that would require registration under state
and/or federal securities laws as a broker/dealer;
(d) overall business strategy and strategic planning; and
(e) such other matters as the Board or ARI management may
specifically designate.
2. ARI shall pay QUAESTUS $12,000 per month for services rendered
under paragraph 1 above.
3. ARI shall bear all reasonable out-of-pocket expenses incurred
in the provision of services under this agreement. With
respect to out-of-pocket expenses, ARI and QUAESTUS shall
develop and approve an expense budget in advance in
connection with each project on which QUAESTUS is providing
assistance. Expenses shall be paid by ARI within 30 days of
receipt of invoice from QUAESTUS. ARI shall not be liable for
expenses not submitted to ARI within 90 days after receipt of
the relevant invoice by QUAESTUS.
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Board of Directors
ARI Network Services, Inc.
November 19, 1996
Page Two
4. QUAESTUS shall keep confidential all information which the Board
designates as confidential, except that confidential
information shall not include information (a) which is or
becomes generally available to the public other than as a
result of disclosure by QUAESTUS, or (b) was available to
QUAESTUS on a non-confidential basis from a source other than
ARI.
5. QUAESTUS, its partners and employees shall be entitled to
indemnification by ARI to the same extent and under the same
conditions as the directors of ARI at the time QUAESTUS
invokes the right to indemnification.
6. QUAESTUS and the Board each warrant that this agreement has
been duly and validly authorized, executed and delivered by it
and is a binding obligation, and that it has full power and
authority to perform the transactions contemplated
hereby on the terms and conditions set forth in this Agreement.
7. This Agreement may be terminated by either ARI or QUAESTUS on
30 days' written notice.
8. All prior agreements and understandings between QUAESTUS and
ARI on the subject matter herein are hereby terminated;
provided, however, that paragraphs 5 and 6 in the agreements
dated September 30, 1993 and August 1, 1994, and
paragraphs 4 and 5 in the agreement dated August 1, 1995 (which
paragraphs relate to confidentiality and indemnification) shall
survive and continue to have full force and effect.
9. No modification, amendment or waiver of any of the provisions
of this Agreement shall be effective unless made in writing
specifically referring to this Agreement and signed by
each of the Parties.
10. Paragraph 4 and 5 shall survive the termination of this
Agreement.
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ARI Board of Directors
November 19, 1996
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Please indicate your acceptance of these terms by signing the two
originals of this letter in the space below and returning one to QUAESTUS.
Very truly yours,
/s/Terrence J. Leahy
Terrence J. Leahy
Vice President, QUAESTUS Management Corporation
ACCEPTED:
ARI Network Services, Inc.
By: /s/Brian E. Dearing
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President & CEO