Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB Form 10-Ksb for 3Net Systems Inc. 49± 261K
2: EX-3 Articles of Incorporation/Organization or By-Laws 2± 10K
3: EX-3 Articles of Incorporation/Organization or By-Laws 2± 9K
4: EX-10 Material Contract 7± 29K
5: EX-10 Material Contract 2± 11K
6: EX-10 Material Contract 2± 12K
7: EX-10 Material Contract 2± 12K
8: EX-10 Material Contract 27± 99K
9: EX-10 Material Contract 4± 18K
10: EX-23 Consent of Experts or Counsel 1 7K
11: EX-27 Financial Data Schedule (Pre-XBRL) 1 10K
EX-10 — Material Contract
[3Net Letterhead]
August 28, 1996
Mr. W. John Hammerbeck
President and Managing Partner
Technical Directions, Inc.
A Systems Group Company
3030 LBJ Fwy., Ste. 910, LB2
Dallas, TX 75234
Dear John:
Our discussions have progressed over the last several months to the point where
we are now ready to further define the roles, responsibilities, terms and
conditions of our relationship. This document describes to the best of our
current ability: the marketplace we are addressing; the value that Technical
Directions, Inc. and 3Net Systems bring to the relationship; the general
nature of our cooperation; and, some specific contract terms that we have
agreed. Our next step will be to develop an agreement organized in contract
format to further memorialize our understandings. Please review the following
information, and approve its content by signing in the appropriate space at
the end of this document.
INTRODUCTION
THE MARKET - In the United States today, there is a shortage of information
technology professionals who are trained and experienced in providing support
for large, main-frame, legacy computer systems that support the mission
critical business processing for thousands of major U.S. corporations. The
contract technical services industry has been requested by its customers
to provide these professional resources. However, the availability of people
with the requisite skills is in true short supply leaving both the providers
and consumers of contracted programming resources with few reasonable
alternatives. One alternative is the use of foreign workers to provide these
contracted technical services on a temporary basis until additional personnel
are available in this country, or until the critical need to support these
technologies passes, sometime after the year 2000.
TECHNICAL DIRECTIONS, Inc. (TDI) - TDI and its management team have
participated in the growth of the contract programming industry for over
twenty-five years providing professional recruiting services for permanent
placements and contract programming services for temporary assignments. As
an extremely successful regional player, TDI has set its sights on national
prominence through strategies of opening offices in active markets and through
acquisition of companies already participating in those markets. Even with
this growth strategy, TDI has the opportunity to add significant incremental
business by providing large numbers of information systems professionals
with the requisite skills necessary to support the large legacy systems so
prevalent in today's processing environment.
3NET SYSTEMS (3Net) - 3 Net and its management team have specific, long-term
experience in international information technology settings where global
workers have been provided to support domestic U.S. technology environments.
Moreover, through its cooperation with its partners in the (former) Soviet
Union, 3Net has the ability to provide access to significant numbers of foreign
workers skilled in the technologies so desperately needed to support
mainframe-oriented legacy systems in the United States.
THE COOPERATION - TDI has strong presence and access to the
contract services marketplace through its existing customers.
Furthermore, new customer relationships will become available to
TDI by virtue of its access to information technology personnel
resources supplied by 3Net. The functions of TDI, therefore, are
to address the sales opportunities of the marketplace while 3Net
concentrates on performing the recruiting functions necessary to
satisfy the personnel needs identified by TDI. While the size of
the market is not definitely known, TDI and 3Net have established
a goal for their cooperation of recruiting, placing and retaining
2-300 information technology professionals in contract
programming positions in the United States (on-shore) and in
locations in the (former) Soviet Union (off-shore) over the next
two years.
SPECIFIC CONTRACT TERMS
TERM - TDI and 3Net desire a long-term relationship reflecting
the fact that we are together creating an asset in customers and
people which has long-term value for both organizations.
Therefore, this agreement will be in effect for a period of five
years, with annual renewals based on the mutual agreement of the
parties.
TDI PREFERRED SELLER - TDI will be considered a preferred seller
of 3Net personnel resources in those cities where it does
business now and in the coming five years. Moreover, TDI will be
considered to have exclusive rights to market 3Net personnel
provided that 3Net has not previously established a relationship
with that customer. TDI will also develop and introduce other
companies of a similar nature to TDI for the purpose of establishing
a similar relationship with 3Net. TDI wil be compensated in some
mutually acceptable manner such as a referral fee for its assistance.
3NET PREFERRED PROVIDER - 3Net will be the preferred provider of
foreign workers to TDI and its customers. This means that TDI
will provide 3Net with job specifications and a reasonable amount
of time to fill the requests defined in the job specifications.
If 3Net is not able to fill the request in a mutually acceptable
period of time, TDI will be free to contact some other
organization specializing in the are of foreign workers for that
job specification for which 3Net was not able to provide support.
ANTICIPATED BUSINESS VOLUME - It is desirable for both TDI and
3Net to establish aggressive goals for recruitment and placement
without sacrificing quality or customer service. Our mutual
vision is that we anticipate placing at least 200 people within
two years, and that we will both make our best efforts to sell
our services, recruit the people, train the prople if necessary,
and place them with TDI customers.
MARKETING PLANS AND SALES MATERIALS - TDI and 3Net will cooperate
in the preparation of a specific marketing plan and sales
materials to be made available to both organizations in support
sales and placement of foreign workers.
RATE STRUCTURES - TDI and 3Net will cooperate on defining a
formalized strategy for market penetration followed by a strategy
for rate increases over time or at contract renewal. Moreoever,
as the marketplace recognizes the increased value of 3Net-
proviced foreign workers, by being willing to pay higher rates,
TDI and 3Net will have a process in place which will allow both
organizations to identify and share the icnreased revenue and
profit. It is the intention of both organizations to achieve
specified margins. Both parties will work together to ensure
that the best revenue and cost management opportunities are
pursued.
ON-SHORE/OFF-SHORE OPPORTUNITIES - It is the intention of both
organizations to provide services for customers in the United
States, and also off-shore at the Rige Software Development
Center, Riga, Latvia. Specific strategies including technical
feasibility and costs will be addressed in order to specifically
support the sale of the off-shore opportunities.
EMPLOYEE TRAINING AND RETENTION - TDI and 3Net will develop a
training and retention plan for the foreign workers that
advantages the worker wherever possible. Areas of current
examination include, but are not limited to, insurance benefits,
technical and professional training.
TDI/3NET/PRIZE TELECOMMUNICATIONS AND SOFTWARE INFRASTRUCTURE -
TDI and 3Net will work together to provide appropriate software
and telecommunications capabilities to facilitate the operation
of the business in the United States, Latvia, and elsewhere.
TDI PROVIDES RECRUITING STRATEGIES, ASSISTANCE, AND TRAINING-
TDI provides to 3Net assistance in developing specific recruiting
plans based upon TDI's current methods, processes, procedures and
software.
If the above information represents your understanding of our
current and future relationship, please sign acceptance in the
space below.
Sincerely,
/s/ George R. Van Derven
George R. Van Derven
President and Chief Executive Officer
ACCEPTED: /s/ W. John Hammberbeck DATE: 08/28/96
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘10KSB’ Filing | | Date | | Other Filings |
|---|
| |  |
| Filed on: | | 9/30/96 | | 10QSB |
| | 8/28/96 |
| For Period End: | | 6/30/96 |
| List all Filings |
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