Services Agreement re: Chief Financial Officer Position - Ramsey/Beirne Associates Inc. and Scient Corp.
[RAMSEY/BEIRNE ASSOCIATES, INC. LETTERHEAD]
February 25, 1998
Mr. Eric Greenberg
Chairman
Scient, Inc.
580 California Street, Suite 500
San Francisco, CA 94104
Dear Eric:
This letter will confirm my conversation with Bob Howe regarding the following:
Ramsey/Beirne Associates, Inc. will refer candidates to you to fill the
position of Chief Financial Officer for Scient, Inc. Your company will pay our
fee for service in accordance with the fee arrangement stated below.
EXPENSES
Expenses include direct out-of-pocket costs and certain allocated expenses
incurred on your behalf. Out-of-pocket expenses incurred by Ramsey/Beirne
Associates, Inc. will be invoiced monthly. Out-of-pocket expenses incurred by
candidates during the interview process will be paid by you to them upon
presentation by them or us.
TERMS
In consideration for our service, Ramsey/Beirne Associates, Inc. will be paid
$50,000.00 in cash and granted right to purchase 20,000 shares of Common Stock
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of Scient, Inc. Our retainer is due and payable as follows:
A. One third of cash portion ($16,666.67) to be paid upon the execution
of this agreement.
B. One third of cash portion ($16,666.67) to be paid on the 30th calendar
date of this agreement.
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Mr. Eric Greenberg Page 2
Scient, Inc. February 25, 1998
C. One third of cash portion ($16,666.66) to be paid on the 60th calendar
date of this agreement.
D. In addition, upon execution of this agreement, Ramsey/Beirne Associates,
Inc. will be able to purchase 20,000 shares Common Stock of Scient, Inc.
at a purchase price of $.20 per share.
Should no hire take place, or should an internal candidate fill said position,
both parties to this agreement shall consider any obligation,
one-to-the-other, satisfied upon receipt by Ramsey/Beirne Associates, Inc. of
payments A, B, C, and D. Should a candidate be hired for a position other than
the one mentioned above, or should more than one candidate be hired, the
parties agree that each hiring shall be subject to the terms of this agreement.
It is our pleasure to be of service to you and to work toward the successful
fulfillment of your search requirements.
Sincerely yours, Accepted and Agreed to:
/s/ Alan B. Seiter /s/ Mr. Eric Greenberg
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Alan B. Seiter Mr. Eric Greenberg
Managing Director Chairman
Ramsey/Beirne Associates, Inc. Scient, Inc.
ABS/jhc Date: 3/2/98
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