Sample Business Contracts

Administrative Services Agreement - Safeguard Scientifics Inc., XL Vision Inc. and eMerge Vision Systems Inc.

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         THIS AGREEMENT, dated as of this 15th day of December, 1997 by and
between SAFEGUARD SCIENTIFICS, INC., a Pennsylvania corporation ("Safeguard")
and XL VISION, INC., a Delaware corporation, ("XL Vision") and eMERGE VISION
SYSTEMS, INC., a Delaware corporation, ("EVS").


         WHEREAS, Safeguard and XL Vision are providing EVS with certain
administrative support services; and

         WHEREAS, Safeguard, XL Vision and EVS have agreed to enter into an
Administrative Services Agreement to reflect the parties' respective rights and

         NOW, therefore, the parties hereto, in consideration of their mutual
covenants and intending to be legally bound, hereby agree as follows:

1.       Safeguard and XL Vision agrees to provide (either directly or
         indirectly through its subsidiaries) to EVS for the term specified
         herein administrative support services and access to the broad
         management experience of the corporate management staff of Safeguard
         and XL vision. Such services shall be substantially those heretofore
         provided by Safeguard and XL Vision to EVS, including without
         limitation, consultation in regard to general management, investor
         relations, financial management, human resources management, legal
         services, insurance programs administration, audit administration, tax
         research and planning, and preparation of federal and sate income tax
         returns. Nothing herein shall be construed to require Safeguard or XL
         Vision to provide any services under this Agreement which cannot
         reasonably be provided by Safeguard and XL Vision's management and
         corporate staff.

2.       In consideration of the services to be rendered by Safeguard and XL
         Vision under this Agreement, EVS shall pay an annual fee ("Services
         Fee") of 1.5% of EVS's gross revenues each year, with such Services Fee
         not to exceed $300,000 in any given year. This Services Fee is to be
         divide(f as follows: Safeguard shall receive an annual fee ("Services
         Fee") equal to .75 % of EVS's gross revenues each year, and XL Vision
         shall receive an annual fee equal to .75 % of EVS's gross revenues each
         year. The Services Fee shall be payable in quarterly installments
         within 30 days of the commencement of each quarter based on revenues
         from the preceding quarter and shall be subject to adjustment on the
         basis of the fiscal year audited financial statements of EVS; provided,
         however, that the Service Fee will accrue until the Company's cash flow
         is positive and payments of the fee will then be made as provided in
         this paragraph for such periods during which the cash flow remains
<PAGE>   2
3.       EVS recognizes that Safeguard and XL Vision have heretofore provided,
         or have made arrangements for, certain other services and benefits for
         EVS and have incurred guarantees of certain obligations of EVS and that
         Safeguard and XL Vision may continue to provide, or make arrangements
         for, certain of such services and benefits and may incur guarantees of
         obligations of EVS. The foregoing may involve, among other things,
         various types of insurance programs; various legal, accounting and
         other matters requiring outside professional services or in-house
         services by Safeguard and XL Vision personnel (including but not
         limited to legal and accounting services) which are not in the ordinary
         course; and guarantees of obligations. To the extent Safeguard and XL
         Vision continue to incur obligations for EVS at EVS's request in
         connection with such services and benefits, EVS shall pay to Safeguard,
         XL Vision or to the provider of such services, in addition to the fee
         provided in Paragraph 2 of the Agreement, the actual and identifiable
         costs of such services and benefits, or in those cases where actual
         costs cannot be identified, EVS's proportionate share of such benefits
         and services, and the sums necessary to discharge, repay or to
         otherwise compensate Safeguard and XL Vision for any obligations
         incurred by Safeguard or XL Vision in connection therewith. Safeguard
         and XL Vision shall submit to EVS a monthly statement of all such sums
         due in accordance with the provisions of this Paragraph and each such
         statement shall be paid by EVS within 30 days after the delivery of
         such statement to EVS.

4.       This Agreement shall be effective December 31, 1997 and shall extend
         through and include December 31, 2002 and shall automatically continue
         to be effective thereafter on an annual basis, subject to termination
         on the final day of any succeeding calendar year by delivery of written
         notice by either party to the other party no less than 90 days prior to
         the termination date.

5.       Nothing herein shall be construed to relieve the directors or officers
         of EVS from the performance of their respective duties or limit the
         exercise of their powers in accordance with the Certificate of
         Incorporation or By-Laws of EVS, any applicable provisions of the
         Corporation Law of the State of Delaware, or otherwise. The activities
         of EVS shall at all times be subject to the control and direction of
         its Board of Directors and Officers.

6.       This Agreement constitutes the entire agreement between the parties
         hereto with respect to the subject matter hereof and may not be amended
         or modified except by the written agreement of the parties hereto.

7.       This Agreement shall inure to the benefit of and be binding upon the
         parties hereto and their respective successors. Nothing in this
         Agreement, expressed or implied, is intended to confer on any other
         person other than the parties hereto, or their respective successors,
         any rights, remedies, obligations or liabilities under or by reason of
         this Agreement.

8.       This Agreement and any rights or obligations pursuant hereto shall not
         be assignable by either party without prior written consent of the
         other party.

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9.       Nothing in this Agreement shall be deemed to constitute the parties
         hereto joint venturers, partners or participants in an unincorporated
         business or other separate entity.

         IN WITNESS WHEREOF, Safeguard Scientifics Inc., XL Vision, Inc. and
eMERGE Vision Systems, Inc. have caused this Agreement to be executed in their
respective corporate names by an officer thereunto duly authorized, all as of
the date first above written.

ATTEST:                                    SAFEGUARD SCIENTIFICS, INC.

/s/: Kathleen Lees                         By:/s/: Michael Miles
--------------------------------              --------------------------------
Name: Kathleen Lees                        Title: Michael Miles
Title: Assistant Secretary

ATTEST:                                    XL VISION, INC.

/s/: Kathleen Lees                         By:/s/: Gregory Haskell
--------------------------------              --------------------------------
Kathleen Lees                              Gregory W. Haskell
Assistant Secretary                        President and Chief Operating Officer

ATTEST:                                    eMERGE VISION SYSTEMS, INC.

/s/: Kathleen Lees                         By:/s/: E. Scott Blackwell
--------------------------------              --------------------------------
Name:  Kathleen Lees                       E. Scott Blackwell
Title:    Assistant Secretary              Chief Executive Officer