Sample Business Contracts

Direct Charge Administrative Services Agreement - XL Vision Inc. and Enhanced Vision Systems Inc.

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         THIS AGREEMENT, dated as of this 15th day of April, 1997, by and
between XL VISION, INC., a Delaware corporation, ("XL Vision") and ENHANCED
VISION SYSTEMS, INC., a Delaware corporation, ("EVS").


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

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

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

1.       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 XL vision. Such services shall be
         substantially those heretofore provided by 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 state income tax returns. Nothing herein shall be construed to
         require XL Vision to provide any services under this Agreement which
         cannot reasonably be provided by XL Vision's management and corporate

2.       In consideration of the services to be rendered by XL Vision under this
         Agreement, EVS shall pay to XL Vision costs which shall be based on the
         individual personal rates and which such hours shall be billed at the
         end of each month.

3.       EVS recognizes that XL Vision has heretofore provided, or has made
         arrangements for, certain other services and benefits for EVS and has
         incurred certain obligations of EVS and that 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 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 XL
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         Vision continues to incur obligations for EVS at EVS's request in
         connection with such services and benefits, EVS shall pay to XL Vision
         or to the provider of such services, in addition to the fees 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
         XL Vision for any obligations incurred by XL Vision in connection
         therewith. 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 April 1, 1997 and shall extend on a
         month to month basis. Termination of this agreement can be made by
         either party to the other party with no less than 30 days prior written

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 XL Vision, 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.

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.

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.

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ATTEST:                                    XL VISION, INC.

/s/: Kathleen Lees                         By:/s/: Gregory W. Haskell
------------------                         --------------------------
Kathleen Lees                              Gregory W. Haskell
Assistant Secretary                        President and COO

ATTEST:                                    ENHANCED VISION SYSTEMS, INC.

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