Consulting and Financial Advisory Agreement between EOS Capital, Inc. and Accom, Inc.

Summary

EOS Capital, Inc. is engaged by Accom, Inc. to provide consulting, financial advisory, and investment banking services for one year. EOS will assist Accom with strategic planning, industry and competitive analysis, financial strategy, and may help identify potential merger or acquisition partners. Accom will pay EOS a $100,000 retainer and may negotiate additional success fees. EOS will also be reimbursed for out-of-pocket expenses. The agreement represents the full understanding between both parties and is effective upon signing.

EX-10.16 7 0007.txt LETTER FROM DAVID A. LAHAR EXHIBIT 10.16 EOS CAPITAL, INC. 2101 Bush Street San Francisco, CA 94115 ###-###-#### ###-###-#### (fax) David A. Lahar Managing Partner Email: ***@*** November 1, 2000 Mr. Junaid Sheikh Chairman and Chief Executive Officer Accom, Inc. 1490 O'Brien Drive Menlo Park, CA 94025 Dear Junaid: This letter will confirm the engagement of EOS Capital, Inc. ("EOS") as a consultant and financial advisor to Accom, Inc. ("Accom" or the "Company") to provide such information, consulting, financial advisory and general investment banking services as EOS and Accom may agree upon from time to time. EOS' services to the Company shall be for a period of one year from the date above, during which time EOS shall undertake certain activities on the Company's behalf, including, if appropriate, the following: o Providing assistance to the management and the Board of the Company in the areas of strategic planning, industry analysis, competitive analysis, and financial strategy; o Assisting the company in formulating the criteria with respect to potential acquisition, merger or sale partners; o Rendering such other financial advisory, consulting or investment banking services as may from time to time be agreed upon by EOS and the Company. As compensation for EOS' services, the Company will pay EOS a retainer of $100,000, payable upon execution of this Agreement, and such other success fees as may be negotiated in the future between EOS and the Company. The Company will reimburse EOS for its out-of-pocket expenses incurred in connection with this engagement. This Agreement embodies the entire agreement and understanding between the parties hereto relating to the subject matter hereto and supersedes all prior agreements and understandings relating to such subject matter. EOS CAPITAL, INC. Mr. Junaid Sheikh November 1, 2000 Page 2 If the foregoing correctly sets forth our agreement, please so indicate by signing and returning to us the enclosed duplicate original copy of this Agreement. Very truly yours, EOS CAPITAL, INC. By: /s/ DAVID A. LAHAR ---------------------- Name: David A. Lahar Title: President Accepted and Agreed To as of the date first Written above: ACCOM, INC. By: /s/ JUNAID SHEIKH ------------------- Name: Junaid Sheikh Title: Chairman and Chief Executive Officer 2