<PAGE>
Exhibit 10.23
AGREEMENT
THIS AGREEMENT (the "Agreement") dated as of October 23, 2000 by and among
ARTHUR D. LITTLE, INC., a Massachusetts corporation ("ADL"), ARTHUR D. LITTLE
INTERNATIONAL, INC., a Massachusetts corporation ("ADLI"), C-QUENTIAL HOLDINGS,
INC., a Delaware corporation ("CQHI"), and C-QUENTIAL, INC., a Delaware
corporation ("CQI").
WHEREAS, ADL and CQI are parties to a certain Reorganization Agreement
dated as of August 25, 2000 (the "Reorganization Agreement") pursuant to which
ADL and its subsidiaries assigned, transferred and delivered to CQI and its
subsidiaries certain assets, and CQI and its subsidiaries assumed from ADL
and its subsidiaries certain liabilities;
WHEREAS, in furtherance of the terms and provisions of the Reorganization
Agreement, ADL, ADLI and CQI entered into a series of Assignment and Assumption
Agreements, each dated as of August 25, 2000, which are identified on Exhibit A
attached hereto (collectively, the "Assignment and Assumption Agreements," and
each individually, an "Assignment and Assumption Agreement"), in order to effect
the transfer of the Assumed Debt Obligations; and
WHEREAS, in connection with the closing of CQI's initial public offering
(the "IPO") of shares of its Class A Common Stock, par value $.01 per share, the
parties desire to rescind and revoke the Assignment and Assumption Agreements
and the assumptions of indebtedness evidenced thereby as set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Effective upon the closing of the IPO, without any action required of
any party hereto or thereto, the Assignment and Assumption Agreements and the
assumptions of indebtedness evidenced thereby will be rescinded and shall be of
no further force or effect, with the same effect as if the assumption of
indebtedness contemplated by the Reorganization Agreement and evidenced by the
Assignment and Assumption Agreements never took place and as if the Assignment
and Assumption Agreements were never executed by the parties thereto. Each
party to an Assignment and Assumption Agreement agrees to release the other
party to the Assignment and Assumption Agreement for any claims or liabilities
in respect of the Assigned Portion (as defined in the Assignment and Assumption
Agreements) of the Assumed Debt Obligations.
2. The laws of the Commonwealth of Massachusetts shall govern the validity
and interpretation of this Agreement and the performance by the parties hereto
of their respective duties and obligations hereunder.
<PAGE>
3. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall constitute one
agreement.
4. Capitalized terms used herein and not defined
shall have the meanings given to such terms in the Reorganization Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement effective as of the date first written above.
ARTHUR D. LITTLE, INC.
By: /s/ Jack Lavin
-------------------------------
Name: Jack Lavin
ARTHUR D. LITTLE INTERNATIONAL, INC.
By: /s/ Jack Lavin
-------------------------------
Name: Jack Lavin
C-QUENTIAL HOLDINGS, INC.
By: /s/ Jack Lavin
-------------------------------
Name: Jack Lavin
C-QUENTIAL, INC.
By: /s/ Robert Broadley
-------------------------------
Name: Robert Broadley
<PAGE>
EXHIBIT A
1. Assignment and Assumption Agreement dated as of August 25, 2000 between ADL
and ADLI.
2. Assignment and Assumption Agreement dated as of August 25, 2000 between
ADLI and CQI.
3. Assignment and Assumption Agreement dated as of August 25, 2000 by and
among ADL, ADLI and CQI.
