EXHIBIT 10.4
The Millbrook Press Inc.
▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
December 13, 1996
▇▇▇▇▇▇▇ Associates, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: CONSULTING AGREEMENT
Reference is made to the Consulting Agreement between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇") and The Millbrook Press Inc. (the "Company") dated October 17,
1996. You hereby acknowledge that you are a corporation controlled by ▇▇.
▇▇▇▇▇▇▇. This letter agreement amends and restates the Consulting Agreement
between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and the Company.
1. TERM. This agreement is effective January 1, 1997 and covers the
engagement of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as a consultant for the calendar years 1997
and 1998 under the direction of the Chief Executive Officer and/or Board of
Directors.
2. DESCRIPTION OF RESPONSIBILITIES. You shall make ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
available as a consultant to the Company and ▇▇. ▇▇▇▇▇▇▇ shall devote his
best efforts to the performance of his duties. ▇▇. ▇▇▇▇▇▇▇ will make himself
available for a minimum of six months a year, such time periods to be
determined by the Chief Executive Officer and/or the Board of Directors. ▇▇.
▇▇▇▇▇▇▇ will assist the Company with (i) cash management, (ii) its relations
with respect to major vendors, (iii) its relations with respect to banks,
(iv) its relations with respect to legal advisors, (v) compliance with the
legal requirements of the Securities Act of 1933, as amended and the
Securities Exchange Act of 1934, as amended, (vi) its relations with respect
to outside auditors and any audit-related issues, (vii) the development of
internal controls, such as inventory and finance controls, (viii) due
diligence and evaluation with respect to potential acquisitions, (ix) the
development, review and critique of the Company's strategic planning
(x) relations with respect to its personnel and (xi) any other area which the
Chief Executive Officer and/or the Board of Directors may request.
3. NON-COMPETITION. During the term of this letter agreement you and ▇▇.
▇▇▇▇▇▇▇ shall not engage in any activity that could be construed as
competitive. The Chief Executive Officer and the
Board of Directors shall be the sole judge of what is competitive, and you
and ▇▇. ▇▇▇▇▇▇▇ agree that you and ▇▇. ▇▇▇▇▇▇▇ will abide by their decision
which shall be given in writing should the occasion arise. In the event of
termination of this agreement by reason of the expiration of its terms or
otherwise, you and ▇▇. ▇▇▇▇▇▇▇ agree that you will each not, during a period
of twenty-four months thereafter, either directly or indirectly, induce or
attempt to induce any of the personnel of the Company or of its affiliates to
terminate their employment or association, nor shall you each engage in any
activity which may be deemed competitive. In the event of a breach of the
foregoing, the Company shall have the right to cancel all unpaid compensation
which has accrued or which may thereafter accrue to your credit.
4. COMPENSATION. Millbrook agrees to provide you with the following:
A. Compensation for the calendar year 1997 at the rate of $60,000/per annum
to be paid in 12 equal installments;
B. Compensation for the calendar year 1998 at the rate of $50,000/per annum
to be paid in 12 equal installments;
C. Continuation of the office at ▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ through the term of this Agreement;
D. Secretarial assistance will be available on an as needed basis.
It is understood that the Company will pay direct or that you will be
reimbursed for traveling and other business expenses upon submission of
statements supported by appropriate vouchers.
5. POLICIES OF THE COMPANY. You will induce ▇▇. ▇▇▇▇▇▇▇ to agree that he
will abide by all policies, rules and regulations of the Company now and
hereafter in effect, and that he personally will conform with and will cause
all others under your direction to conform with such policies, rules and
regulations.
6. SETTLEMENT OF CLAIMS. Any controversy or claim arising out of or
relating to this agreement, or the breach thereof, shall be settled by
arbitration in accordance with the Rules of the American Arbitration
Association, and any hearings in connection with such arbitration shall be
held in New York City. Judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.
7. RELATIONSHIP BETWEEN THE PARTIES. You will induce ▇▇. ▇▇▇▇▇▇▇ to agree
(i) to perform all services hereunder as an independent contractor and
(ii) not to hold himself out as a partner, joint venturer, co-employer or
employee of the Company.
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Nothing herein shall be deemed to create any association, partnership,
joint venture or master and servant or employer and employee relationship
between the parties hereto.
8. TAXES. You shall be solely liable and responsible for (i) any and all
federal, state and local taxes based on or measured by his income or receipts
("Taxes") and (ii) the timely filing (and payment of Taxes in connection
therewith) of all tax returns as required by law in a manner consistent with
your status as an independent contractor. The Company shall have no
responsibility for and no obligation to withhold at any source any federal,
state or local income tax, or employee's portion under that Federal Insurance
Contributions Act; provided, however, that nothing contained herein shall
prevent the Company from withholding taxes as required by law.
9. BENEFITS. The Company shall have no obligation to provide benefits to
you or ▇▇. ▇▇▇▇▇▇▇ other than as specifically provided in this letter
agreement.
10. COOPERATION. You and ▇▇. ▇▇▇▇▇▇▇ shall take all reasonable steps to
cooperate in the defense of any claims by any federal, state or local
government authority against the Company or any of its affiliates, regarding
Taxes assessed with respect to you.
11. SURVIVAL. Sections seven through ten of this letter agreement shall
survive the termination of this letter agreement and remain in effect until
the statute of limitation, including extensions thereof, for all claims by
federal, state and local government authorities against the Company or its
affiliates for Taxes expires.
12. TERMINATION. This letter agreement will serve as the only compensation
agreement existing between the Company and yourself or ▇▇. ▇▇▇▇▇▇▇. It is
effective through December 31, 1998 and may be canceled by either party only
on the basis of breach of
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any of the above terms and conditions. Such notice of breach will be given
in writing and a period of 30 days will be allowed to cure such breach.
Sincerely,
The Millbrook Press Inc.
By: /s/
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman of the Board
Agreed and Accepted: ▇▇▇▇▇▇▇ Associates, Inc.
By: /s/
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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