Sample Business Contracts

Consulting Agreement - Platinum Software Corp. and Carmelo J. Santoro

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                              CONSULTING AGREEMENT

         This Consulting Agreement ("Agreement") is entered into effective as of
the 3rd day of September, 1996 ("Effective Date"), by and between Platinum
Software Corporation, a Delaware corporation (the "Corporation"), and Carmelo J.
Santoro, ("Consultant").

                                 R E C I T A L S

         A. Consultant has served as Chief Executive Officer and Chairman of the
Board of the Corporation and has acquired an extensive background in and
knowledge of the Corporation's business and industry in which the Corporation

         B. Consultant has recently resigned from his position as Chairman of
the Board of the Corporation and the Corporation desires to retain Consultant's
experience, skills, abilities, background and knowledge and is willing to engage
Consultant as a consultant to the Corporation upon the terms contained herein.

         C. Consultant desires to act as consultant and is willing to do so upon
the terms contained herein.

         NOW THEREFORE, in consideration of the foregoing recitals and of the
mutual promises contained herein, the parties hereto agree as follows:

         1.       Consulting Services.

                  The Corporation agrees to employ Consultant as a consultant to
the Chief Executive Officer of the Corporation to provide advice and consulting
in connection with the Corporation's business, and to perform such other tasks
as reasonably requested by the Chief Executive Officer of the Corporation. All
consulting services shall be provided by Consultant at the times and places and
in the manner reasonably determined by Consultant, consistent with Consultant's
existing commitments.

         2.       Compensation.

                  (a) During the term of this Agreement, for rendering the
services pursuant to this Agreement and for holding himself available to do so,
Consultant shall be paid a monthly retainer fee of $11,000 payable on the first
of the month.

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                  (b) During the term of the Agreement, the Corporation provides
the following medical benefits to Consultant and his spouse, at no charge to
Consultant: (i) participation in the Corporation's medical insurance plan and
preferred provider network, which is presently administered by Prudential
Insurance; and (ii) Execucare supplemental medical coverage.

         3.       Term of Agreement.

                  The term of this Agreement shall commence on the Effective
Date and terminate on October 31, 1997.

         4.       Other Business Activities.

                  Consultant is devoting and will continue to devote part of his
time, attention and energies to other business activities. This Agreement shall
not limit in any manner those business activities or investments in which
Consultant may engage.

         5.       Withholding Taxes.

                  It is intended that the retainer fee paid to Consultant
hereunder shall constitute earnings from self employment income. The Corporation
will not withhold any amounts therefrom as federal income tax withholding from
wages or as employee contributions under the Federal Insurance Contribution Act
or the California State Unemployment Insurance Code or make employer
contributions thereunder with respect thereto. Consultant acknowledges that he
shall be solely responsible for the estimation and payment of any federal or
state income taxes and any federal or state insurance contributions on income
attributable hereunder.

         6.       Miscellaneous.

                  (a) Further Acts. The parties hereto shall execute any and all
other documents and do any and all other acts necessary or convenient to
effectuate the purposes of this Agreement.

                  (b) Heirs, Successors and Assigns. This Agreement shall be
binding on and inure to the benefit of the parties hereto and their heirs,
successors and assigns. Since this Agreement is based upon the unique ability of
Consultant, he shall have no right to assign this Agreement or any of his rights
hereunder without the prior written consent of the Corporation.

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                  (c) Notices. Any notices required to be given pursuant to this
Agreement shall be in writing and shall be given either by personal delivery
thereof or by such means as will assure overnight delivery to the person(s) to
whom the notice is addressed. Notice given by overnight delivery shall be deemed
given one day after being placed in the hands of a reputable carrier.

                  (d) Attorneys' Fees. In the event legal proceedings are
commenced or legal advice is sought for the enforcement of this Agreement, for
damages for breach hereof, or for any interpretation hereof, the prevailing
party shall be entitled to receive costs incurred and attorneys' fees from the
losing party.

                  (e) Governing Law. This Agreement shall be governed by and
interpreted in accordance with the provisions of the laws of the State of

                  (f) Entire Agreement. This Agreement, together with the
Agreement between Consultant and the Corporation dated February 8, 1996
represent the entire agreement between the parties hereto, and any prior
contract or agreement between the parties hereto relating to the subject matter
hereof, to the extent it contradicts this Agreement shall be canceled and shall
be of no further force and effect. This Agreement shall have no impact on the
February 8, 1996 Agreement which shall remain in full force and effect. This
Agreement shall not be deemed modified, altered, changed or amended in any
respect, unless done in writing and signed by both of the parties hereto.

         The parties hereto have executed this Agreement as of the dates set
forth below.

                                       PLATINUM SOFTWARE CORPORATION




                                        Carmelo J. Santoro ("Consultant")