Harbour Group Industries, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
November 6, 1996
Attention: President
DT Industries, Inc.
Corporate Centre
0000 X. Xxxxxxxx, Xxxxx 0-000
Xxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx
President and Chief Executive Officer
Re: Operations Consulting and Advisory Services
Gentlemen:
This letter sets forth the agreement between DT Industries, Inc., a
Delaware corporation (the "Company") and Harbour Group Ltd., a Delaware
corporation ("HGL"), with respect to certain consulting and advisory services to
be provided by HGL to the Company from time to time.
HGL hereby agrees to provide the Company from time to time throughout
the term of this agreement, corporate strategy, operations consulting, review
and analysis, asset management, financial analysis, risk management, management
information services and such other similar services as the Company may require
from time to time.
The fee for services rendered by HGL (the "Fee") will be based on the
hours actually worked for the Company and upon HGL's hourly rates for the staff
performing such work as set forth on Schedule 1 attached hereto and made a part
hereof. Such rates may be adjusted annually by written notice by HGL to the
Company, which adjustments shall take effect thirty (30) days after receipt of
such notice.
In addition to the Fee, HGL is to be reimbursed by the
Company for out-of-pocket expenses ("Expenses") incurred for such matters
as travel, printing and reproduction, outside computer time charges,
postage, secretarial overtime, delivery services, facsimiles,
DT Industries, Inc.
November 6, 1996
Page 2
outside expert and consultant fees, long-distance telephone charges, local
transportation and the like. Outstanding disbursements will be identified and
billed separately or upon billing for consulting and advisory services. HGL in
its discretion may require the advance payment of Expenses.
HGL reserves the right to charge interest at the rate of one and
one-half percent (1.5%) per month from the invoice date if any invoice is not
paid within thirty (30) days.
The term of this agreement shall be one (1) year commencing on the date
hereof and continue thereafter from year to year until terminated by either
party upon the giving of thirty (30) days' written notice thereof to the other.
This agreement is intended to amend and restate in its entirety that
certain letter agreement dated February 1994, by and between HGL and the
Company.
This agreement shall be governed by and construed in accordance with
the laws of the State of Missouri, without giving effect to its conflicts of
laws principles.
No provision of this agreement may be modified, amended or waived
except by a writing signed by each party hereto.
DT Industries, Inc.
November 6, 1996
Page 3
IN WITNESS WHEREOF, the undersigned has caused this letter to be duly
executed and delivered by its duly authorized officer, intending to be bound by
the terms and conditions hereof.
Harbour Group Ltd.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President Finance
Accepted and agreed to this
11 day of November, 1996:
DT Industries, Inc.
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: President and
Chief Executive Officer
The following page contains a list of Exhibits and Schedules which have
been intentionally omitted by the Registrant pursuant to Item 601(b)(2) of
Regulation S-K.
A copy of any omitted Exhibit or Schedule will be provided to the
Securities and Exchange Commission upon request.
Schedule 1 - Fees
