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EXHIBIT 10.1
August 8, 2000
Mr. Jim D. Kever, Director
Mr. Kevin S. Moore, Director
Special Committee of the Board of Directors
3D Systems Corporation
26081 Avenue Hall
Valencia, CA 91355
Dear Messrs. Kever and Moore
RE: AMENDMENT TO RETAINER AGREEMENT BETWEEN REGENT PACIFIC MANAGEMENT
CORPORATION AND 3D SYSTEMS CORPORATION
This Amendment to Retainer Agreement sets forth certain amendments to the
Retainer Agreement between Regent Pacific Management Corporation, a California
corporation ("Regent Pacific"), and 3D Systems Corporation, a Delaware
corporation, and its wholly owned and controlled subsidiaries (collectively, "3D
Systems"), dated September 9, 1999, (the "Original Retainer Agreement"). Except
for the amendments expressly contained herein, the Original Retainer Agreement
shall remain in full force and effect.
Paragraph 1 of the Original Retainer Agreement is hereby amended in its entirety
as follows:
1. "Regent Pacific agrees to provide a team consisting of four full-time
equivalents ("FTEs"), to assume the chief executive and general
management responsibilities of 3D Systems, and to develop and
implement a restructuring plan for 3D Systems. In addition, Regent
Pacific agrees to make available up to two additional FTEs to provide
additional management services on an as needed basis, beginning
February 12, 2000."
The paragraph regarding "FEES:" of the Original Retainer Agreement is hereby
amended in its entirety as follows:
"FEES: Regent Pacific has agreed to provide the work product included
in this agreement for a period of twenty-four (24) months, including
eighteen (18) months of non-cancelable services. This service shall be
$12,500 per FTE per week payable in four (4) week increments, each to
be paid in advance of each Regent Pacific standard four-week billing
period. The maximum payment for the first four FTEs shall be $50,000
per week. It is agreed and understood between us that the payments of
such cash fees are to be made immediately preceding the start of each
four-week billing period, and that failure to pay such periodic
payments when due shall constitute a breach of this agreement by 3D
Systems. It is further understood that such Regent Pacific's fees are
to be paid in advance of the work to be performed. It is further
agreed that such cash payments are earned upon
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Mr. Jim D. Kever
Mr. Kevin S. Moore
Special Committee of the Board of Directors
August 8, 2000
Page 2 of 3
provision of the agreed upon services by Regent Pacific. Additionally,
the services provided by up to two additional FTEs beginning February
12, 2000 shall be $2,500 per FTE per day, billed in arrears based upon
the actual time spent by the FTEs providing these services. It is
agreed and understood that the cash payments for the two additional
FTEs will be remitted to Regent Pacific within five days of invoice
date."
The paragraph of the Original Retainer Agreement entitled "Term of Agreement" is
hereby amended in its entirety as follows:
"TERM OF AGREEMENT: The term of this agreement shall be for
twenty-four (24) months, with a right of cancellation by 3D Systems
after eighteen (18) months, unless earlier terminated in accordance
with this paragraph. Regent Pacific hereby commits the availability of
its resources to 3D Systems under this agreement for the full
twenty-four (24) month term of the engagement. 3D Systems may
discharge Regent Pacific (i) for any material breach of this
agreement, or (ii) at any time after the non-cancelable period
provided that 3D Systems had delivered 60-day written notice of intent
to cancel this agreement. Regent Pacific may withdraw from this
assignment at any time with 3D Systems' consent or for good cause
without 3D Systems' consent. Good cause includes 3D Systems' breach of
this agreement (including 3D Systems' failure to pay any invoice
within five working days of presentation), or any fact or circumstance
that would render our continuing participation in the assignment
unethical or unlawful."
# # # # #
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Mr. Jim D. Kever
Mr. Kevin S. Moore
Special Committee of the Board of Directors
August 8, 2000
Page 3 of 3
Very truly yours,
REGENT PACIFIC MANAGEMENT CORPORATION
By: /s/ GARY J. SBONA
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Gary J. Sbona
Chairman and Chief Executive Officer
THE FOREGOING IS HEREBY APPROVED AND AGREED TO:
DATED: August 8, 2000
3D SYSTEMS CORPORATION
(Signifies full agreement with all terms and conditions)
BY: /s/ JIM D. KEVER
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Name: Jim D. Kever Title: Director
BY: /s/ KEVIN S. MOORE
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Name: Kevin S. Moore Title: Director
