Aiilt'liil?hilil?l?fl; is made this day or; 19.95, by and between .l??SiEl?ilil MASQNIS (hereinafter "J'oseph'j, PAUL IRAKGWSEI (hereinafter Hli?aol?). M. JR. (hereinafter "Richard?) and (TI. DUDE) It] (hereinafter "John"), jointly referred to as On or about July 324, 1995, the Stockholders met to discuss the creation ofa corpm?ation known as Beckett Brown International, for purposes of creating a company to be involved in the executive search business and also to hectnne involved in the establislnnent of a security and protection company to utilise the expertise of Joseph antl Paul. The company shall act as a consulting firm in the areas of the security field and the employee search business. After discussions where accountants were present to advise the parties of the appropriate method in which to go forward, the parties canto to certain agreements and as a result agreed to enter into a joint ownership of a corporation where they each would have a 25% interest with the obligations of the parties outlined speci?cally. The parties agreed to a working agreement and as a result have requested this working agreement be drafted to memorialize their intention to show the basis of the agreement the parties had prior to their moving forward. Williiltl?li'mi?, for the mutual covenants and contained herein, the parties agree as follows: 1. ?rtsittess?liptity. The parties shall enter into a corporation known as Beckett lilrown International, Inc, where each Stockholder shall own 25% of the voting stoclt in the corporation. Si. Each Stockholder shall pay such amounts as are shown in the Organizatiotnrl Minutes of the Corporation for their 25% interest in the Corporation. 3. ?re?ghting, John has agreed to make available to the corporation two loans in the amount of $120,000.00 as of Eepternher 1., 1.995 and $1 as of .?larroary 2, 19.96 in accordance with the promissory note and revolving line of Credit attached hereto as Exhibits A til: respectively. a. Corporate Officers The stockholders shall jointly elect four members of the Board of Directors until agreed that all tour or their representative, shall serve on the Board of Directors. Said stockholders agree to jointly vt'ite either as a director or stocld'lolder so that the following individuals will he officers of the cm?poration for the first full year; a President Richard b. Vice President John c. 'I'reasnrer Paul D. Secretary Joe 5. Qgrpora??rpapj?tjgn. Joe and Paul will he in charge of operations and will provide valuable contacts hoth for potential clients and suppt.?irt personnel their vast experience in the security field. Richard?shall serve as the marketing arm of the business due to his experience and contacts in the executive search business. John brings the ?nances to the table in his ability to lend the appropriate funds to the ctn'poratit'm in order for it to continue with his endeavors. 6. Joe; Richard and 'anl shall each enter into an Employment Contract with a base salary of $90,000.00 per year. Paul and Joe?s salary payments will commence two months after the start of the business with an employment package to be agreed upon by 100% of the outstanding corporate stock. In addition, Richard shall receive the ?following additional compensation for his management of the search ?rm npto a total additional compensation of $180,000.00. The terms of the compensation are as follows: a. It is anticipated that expenses for the search business shall be $6,000.00 as overhead; h. After the payment l'tichard shall receive 40% of the balance of the search fee paid; c. In no one month shall Richards 40% exceed $15,000.00; If the amount available is more than 5315;00000; then said excess amount shall he carried forward to the next month. In the event there are fees collected or not collected next n'ionth, the carry florward amount shall he added to those fees; the expenses shall be paid and Richard shall then receive 40% of the balance of the 2 commissions tWailable continuing on a basis thereafter. Simultaneous with the start of business, Richard shall transfer into the corporation all right, title and interest he has in his executive search group trading currently as Beckett Brown International. 7. Buy/Sell Agreement, The parties agree to enter into a it'lquSell Agreement and acknowledge that no stoclr. can be sold to any third parties or to any other members without first offering the stock. to all trtembers of the Corporation on an equal basis. Tlte Agreement will specifically show that John shall have a right to require the Corporation to purchase his stock at the initial ?ve year period based upon the following formula: a. he parties determine the average adjusted net income. I). The average adjusted net income shall be the sum of the entities? adjusted net income for each of the two years prior to sale divided by two and multiplied by live. c. "l'l'tat figure shall then be multiplied by John?s percentage interest in the Corporation. d. Adjusted income shall be defined as the net income of the entity from the Financial Statements using generally accepted accounting principles (GAAP), consistently applied, plus compensation to principals in excess of the $90,000.00 base and excluding extraordinary items as defined by GAAP. In lieu of the formula price, the parties can agree to a different price. Whatever price is agreed upon, the Corporation shall pay unto John 25% down with 25% principal in each of the next three years with interest at New ?York prime plus 1. g. These valuations shall be utilised in the event or? Jolqu request to be bought out at the end of five years, his disability or his death. it. The Stockholders agree to obtain life insurance on the lives of Joe, Paul and fltichard in the amount of $250,000.00 with the Corporation to provide funds to pay premiums. Life insurance proceeds shall be contributed to pay down the debt to John and the balance of the proceeds to be applied pursuant to a Agreement. MISCELLANEOUS a. The parties hereby agree that front and after the date of this Agreement the authorised stock of the Corporation, unless additional shares are authorised by unanimous vote 3 of the stocltl'iolders of the (Zorporation, shall consist of 10,000 shares of no par value Class A and Class Stock (collectively, "Stock"). The panties hereby agree that, except as provided for heroin and as may be authorized by majority vote of the stockholders of the Corporation, they will neither authorise, nor permit the authorization of, any further shares of stock, or any other equity security of the Corporation, nor will they issue, not permit the issuance of, any further shares of stoclt. h. All notices or other communications pursuant to this Agreement shall be effective only if in writing and delivered in person or mailed, postage prepaid, registered or certified mail, return receipt requested, prior to the expiration of any time limitation governing the giving of the same, addressed to the party to receive the same, in the case of the Corporation at its of?ce, or in the case of a Stockholder at his address as shown on the records of the Corporation, or in either case to such other address as any party may have specified in writing to the other parties hereto. All such notices or other shall he deemed given, ifinailed, when mailed to the address as provided for in the preceding sentence, or when delivered personally to the party to receive such notice or other provided, however, if pursuant to any provision of this Agreement, any response to any notice or other communication must be given Within a specified time period, such time period shall not begin to run until the actual receipt of such notice or other con'n'nunication by the party to receive such notice or other communication. c. The parties hereto recognise that money damages will be inadetptate compensation for breach of any provision hereof and therefore expressly consent to specific performance and/or injunctive relief as appropriate remedies to be obtained in any court of competent jurisdiction. d. The parties hereto agree that this Agreement shall be binding uprm and inure to the bene?t of their respective executors, administrators, heirs-at-law, intestate distributees, permitted assigns and successors in interest and any person acting in a representative capacity to any of the foregoing. e. his Stockholder shall be governed by and construed in accordance with the laws of the State of Maryland. No change, modificatitm, or waiver of any provision hereof shall be 4 valid unless in writing and signed by the party to be bound. g. Any claims or controversies arising out ot? or relating, to this Stockholder Agreement andfor the operation of the {Stupot'ation shall, upon the request oil." any party involved, be submitted to and settled by arbitratitm in accordance with the rules of the American Arbitration Association {or any other form oi" arbitration mutually acceptable to the parties so involved). The decision made pursuant to such arbitration shall be binding, and conclusive on all parties involved and judgment upon such decision may be entered in the amnopriate Court having jurisdiction. ?l?he cost of any such arbitration, including reasonable attorney?s fees for the prevailing party, shall be paid by the non-prevailing party. IN the parties herein have duly executed this Agreement and set their hands and seals as of the day first above written. wrruess: nag-p HE A . Wham M. Itie .. ett, Jr. . "i lwt? a C- ?asher.) )jhn C. Dodd Iii.