ENGAGEMENT AGREEMENT AMENDMENT
WHEREAS, the Board of Directors of Printware, Inc. ("Printware" or the
"Company") entered into a certain agreement for consulting services with
Goldmark Advisors, LLC ("Goldmark") dated July 27, 2000 (the "Agreement"), a
copy of which is attached.
WHEREAS, the Board of Directors of Printware wishes to expand the
responsibilities of Goldmark beyond the scope of the Agreement to include (a)
increased management involvement, (b) evaluation and possible sale of
Printware's direct finance leases and (c) assistance with the possible sale
or merger of Printware.
WHEREAS, Goldmark is willing to perform such expanded responsibilities for
fees mutually agreed to by the parties to this Engagement Agreement
Amendment.
NOW, THEREFORE, BE IT RESOLVED that parties to this Engagement Agreement
Amendment hereby agree to amend the provisions on page 2 of the Agreement
relating to fees for services as follows:
"After October 31, 2000
1. A retainer fee of $20,000 per month payable as follows:
- $20,000 per month on November 1, 2000 and $20,000 on the first day of each
month thereafter
2. Warrants to purchase shares of the Company's common stock, exercisable at
the market value of such common stock on the warrant issuance dates, issued
to Goldmark at the rate of 10,000 warrants per month beginning on November 1,
2000 and on the first day of each month thereafter. The warrants shall be
immediately 100% vested. The warrant agreement terms would be five (5) years
in duration and their provisions would contain all applicable rights and
privileges relating to dilution.
3. All reasonable out-of-pocket expenses reimbursed semi-monthly.
"Other
1. Goldmark shall be paid a cash success fee equal to 1% of the gross
proceeds received by the Company upon the sale to third parties of
Printware's direct financing leases.
Such success fee shall be paid to Goldmark within five (5) days of the sale
or sales of such leases.
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2. In the event the assets, the business or stock of Printware are sold to a
third party, including the managers of Printware, Goldmark shall be paid a
cash success fee equal to 3% of the gross sale proceeds (gross sale proceeds
may include but shall not limited to proceeds received in the form of cash,
notes, purchaser's equity or exchanges of non-cash assets) if such assets,
business or stock of Printware are sold without the assistance of an
investment banking firm engaged by Printware.
If such abovedescribed sale is accomplished with the assistance of an
investment banking firm engaged by Printware, the cash success fee payable to
Goldmark shall be equal to 1 1/2% of the gross sale proceeds (gross sale
proceeds may include but shall not limited to proceeds received in the form
of cash, notes, purchaser's equity or exchanges of non-cash assets).
Such success fee shall be paid to Goldmark within five (5) days of the sale
or sales of such assets, business or stock of Printware.
3. In the event Printware concludes either of the transactions outlined in
provisions 1. or 2. of this "Other" section within twelve months of the
termination of Goldmark's engagement with the Company, to the extent that
Goldmark identified or communicated with such purchasers during the term of
Goldmark's engagement with Printware, Goldmark shall continue to be entitled
to the success fees noted above.
All other terms and conditions of the Agreement shall remain unchanged.
Agreed to by:
Goldmark Advisors, LLC Printware Inc.
By: /s/Stanley Goldberg By: /s/Gary Kohler
________________________ ________________________
Stanley Goldberg Gary Kohler
Its: Managing Partner Its: Chairman
Date: 10/30/00
