Exhibit 10.1
DRAFT 1/5/99
FINANCIAL CONSULTING AGREEMENT
The parties to this Agreement are Strasbourger Pearson Tulcin Wolff
Incorporated ("Consultant") and IT Staffing Ltd., an Ontario corporation
("Company"). The Company intends to undertake a public offering of its
securities (the "Offering") and desires to contract with Consultant for certain
financial services, and Consultant is willing to render such services as
hereinafter more fully set forth.
THEREFORE, in consideration of the mutual agreements and covenants set
forth in this Agreement, the parties agree as follows:
1. ENGAGEMENT OF CONSULTANT. Company hereby engages and retains
Consultant to render to Company the financial services described in Section 2
hereof (the "Financial Services") for the period commencing on the date hereof
and ending 24 months thereafter (the "Consulting Period").
2. DESCRIPTION OF FINANCIAL SERVICES. The Financial Services rendered
by Consultant hereunder shall consist of consultations with management of
Company as such management may from time to time require during the term of this
Agreement. Such consultations shall be with respect to the operation and
financing of Company's business, Company's relationship with its securities
holders, the preparation and distribution of periodic reports and such other
matters as may be agreed upon between Company and Consultant. In addition to
such consultations, Company may request that Consultant prepare written reports
on financial matters, attend meetings of Company's Board of Directors, or
review, analyze and report on proposed investment opportunities, short-term and
long-term investment policies and/or future public and private financings.
Unless specifically requested and provided for by Company, no travel shall be
required in connection with the provision of such services.
3. EXTENT OF CONSULTING SERVICES PROVIDED. Consultant shall be
available to provide Financial Services for not less than one person/day per
month during the term of this Agreement ("Minimum Financial Services"). In
addition, Consultant shall be available during the term of this Agreement for an
additional one person/day per month at the request of Company for the purpose of
providing additional Financial Services ("Additional Financial Services").
Consultant may, but shall not be required to, devote such additional time to
Company as may be requested by Company.
4. PAYMENT FOR SERVICES RENDERED. Company agrees to pay Consultant for
the Minimum Financial Services hereunder the sum of $150,000, $100,000 of which
shall be payable in advance upon execution of this Agreement and the remainder
of which shall be due on the first anniversary of the date hereof. In addition,
subject to the provisions of Section 5 hereof, if Consultant provides Additional
Financial Services to Company, it shall be compensated for such Additional
Financial Services at the rate of $1,000 for each such additional person/day,
payable on the first day of the month following the month in which such
Additional Financial
Services were rendered.
5. ACCUMULATION OF MINIMUM FINANCIAL SERVICES. Any person/day of
Minimum Financial Services not requested in the first month in which Company is
entitled thereto may be requested only in the next month during the term of this
Agreement.
6. SERVICE AS BOARD MEMBER. For the purposes of this Agreement, time
spent by any officer, director or employee of Consultant in connection with such
person's duties as a director of Company or in attendance at board meetings
shall be considered a person/day of Financial Services, but compensation paid to
such person for service as a director shall not offset any payments or
obligations arising hereunder.
7. NONEXCLUSIVITY OF THIS AGREEMENT. Company expressly understands and
agrees that Consultant shall not be prevented or barred from rendering services
of the same nature as or a similar nature to those described herein, or of any
nature whatsoever, for or on behalf of any person, firm, corporation or entity
other than Company. Consultant understands and agrees that Company shall not be
prevented or barred from retaining other persons or entities to provide services
of the same nature or similar nature as those described herein or of any nature
whatsoever.
8. DISCLAIMER OF RESPONSIBILITY FOR ACTS OF COMPANY. The obligations of
Consultant described in this Agreement consist solely of the furnishing of
information and advice to Company. In no event shall Consultant be required by
this Agreement to act as the agent of Company or otherwise to represent or make
decisions for Company. All final decisions with respect to acts of Company or
its affiliates, whether or not made pursuant to or in reliance on information or
advice furnished by Consultant hereunder, shall be those of Company or such
affiliates, and Consultant shall under no circumstances be liable for any
expense incurred or loss suffered by Company as a consequence of such decisions.
9. TERMINATION. Consultant may terminate this Agreement by giving
notice to Company, accompanied by the pro rata share of the initial payment
described in Section 4, based on the number of months remaining in the original
term of this Agreement on the effective date of the termination, without
interest. In the event of termination pursuant to this Section 9, neither party
shall have any rights or obligations hereunder after the date of such
termination.
Any termination pursuant to this Section 9 shall be effective
at the close of business on the first day of the third month following the date
of receipt of notice thereof by the receiving party.
10. AMENDMENT. No amendment to this Agreement shall be valid unless
such amendment is in writing and is signed by authorized representatives of all
the parties to this Agreement.
11. WAIVER. Any of the terms and conditions of this Agreement may be
waived at any time and from time to time in writing by the party entitled to the
benefit thereof, but a waiver in one instance shall not be deemed to constitute
a waiver in any other instance. A failure to
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enforce any provision of this Agreement shall not operate as a waiver of the
provision or of any other provision hereof.
12. SEVERABILITY. In the event that any provision of this Agreement
shall be held to be invalid, illegal or unenforceable in any circumstances, the
remaining provisions shall nevertheless remain in full force and effect and
shall be construed as if the unenforceable portion or portions were deleted.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
14. NOTICES. All notices, requests, payments, instructions, claims or
other communications hereunder shall be in writing and shall be deemed to be
given or made when delivered by first-class, registered or certified mail to the
following address or addresses or such other address or addresses as the parties
may designate in writing in accordance with this Section:
If to Company: IT Staffing Ltd.
55 University Avenue
Toronto, Ontario, Canada M5J 2H7
Attn: Declan A. French
If to Consultant: Strasbourger Pearson Tulcin Wolff
Incorporated
120 Wall Street
New York, New York 10005
Attn: Mr. Allan Levine
15. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns; provided,
however, that this Agreement shall not be binding on or inure to the benefit of
any successor or assign of Consultant where, as a result of such succession or
assignment, control of the entity which would otherwise succeed to the rights
and obligations of this Agreement is materially different from the control of
the entity having such rights and obligations prior to such succession or
assignment.
16. EXECUTION IN COUNTERPARTS. This Agreement may be executed by the
parties in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which when taken together shall
constitute one and the same agreement.
Dated: _________ __, 1999
IT STAFFING LTD.
By:
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STRASBOURGER PEARSON TULCIN
WOLFF INCORPORATED
By:
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