Prepared by MERRILL CORPORATION









Exhibit 10.3




 




VOTING

AGREEMENT




 




                This

Voting Agreement, dated as of October 19, 2001 (this

"Agreement"), is by and among David S. Peachey ("Peachey"),

Peter Lagergren ("Lagergren"), Geoffrey F. Hewitt (“Hewitt”), Peter

A. Gerard (“Gerard”) and DecisionLink, Inc., a Delaware corporation

(“DecisionLink”). Peachey, Lagergren and Hewitt are sometimes referred to in

this Agreement individually as a "Consenting Stockholder" or

collectively as the "Consenting Stockholders.”




 




WITNESSETH:




 




WHEREAS Gerard

is contemporaneously herewith entering into an employment agreement with

DecisionLink in the form furnished to the Consenting Stockholders (the

“Employment Agreement”);




 




WHEREAS the

Consenting Stockholders have determined that DecisionLink will, and that the

Consenting Stockholders also will, benefit from the services to be provided by

Gerard pursuant to the Employment Agreement;




 




WHEREAS in

order to induce Gerard to enter into the Employment Agreement with

DecisionLink, the Consenting Stockholders have agreed to enter into this Voting

Agreement relating to the voting shares in DecisionLink that they beneficially

own as of the date hereof or may otherwise acquire during the term hereof (the

“Covered Voting Stock”); and




 




WHEREAS

Schedule A, which is attached hereto and forms a part hereof for all purposes,

sets forth a list of the number of shares of 

DecisionLink voting stock and class thereof now owned by each of the

Consenting Stockholders.




 




NOW,

THEREFORE, in consideration of the covenants and agreements set forth herein,

and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto agree as follows:




 




1.             Voting

Agreement.




 




(a)           Term.




 




The provisions of this Agreement relating to

the voting of Covered Voting Stock shall remain in full force and effect for

the initial six-month term of Gerard’s employment pursuant to the Employment

Agreement (such period being herein called the “Term”), unless such employment

is earlier terminated.  The provisions

of Section 3 hereof shall survive any termination of the Employment Agreement

or the voting provisions of this Agreement.




 




(b)           Agreement with Respect to Voting.




 




Throughout

the Term, each Consenting Stockholder hereby covenants and agrees that at any

meeting of stockholders of DecisionLink (whether annual or special) or in

connection with any written consent in lieu of any such meeting, that they each

will vote or execute a consent with respect to any and all shares of his

Covered Voting Stock in accordance with the provisions set forth in (c) below

and will appear or otherwise cause the Covered Voting Stock to be present for

the purposes of establishing a quorum or being counted for the purposes of

effectuating the issues and proposals set forth in (c) below.











 




(c)           Issues and Proposals Subject to

Agreement. 

Each Consenting Stockholder shall take all actions necessary to vote his

Covered Voting Stock or grant written consent with respect thereto, or cause

his Covered Voting Stock to be voted or cause written consent to be granted

with respect thereto in accordance with the following:




 




(i)    Against

any proposal to terminate, amend, breach or otherwise not comply with the terms

of the Employment Agreement, except any termination in accordance with the

terms of the Employment Agreement.




 




(ii)   For

any proposal to increase the capitalization of the DecisionLink to have

sufficient available capital to meet the obligations owing to Gerard in

accordance with the terms and conditions of the Employment Agreement.




 




(iii)  In

favor of the election of and against any removal of the following individuals

currently serving or to be nominated and elected to serve as the whole Board of

Directors of DecisionLink: Peachey, Lagergren, Irv Gruverman, Byron Denenberg

and one representative of DecisionLink’s senior lenders, provided that if any

of the four named directors declines to serve he may designate any other person

who is a director of DecisionLink on this date as a substitute under this

Agreement; provided, further, that if a representative of the senior lenders

does not agree to serve or if the senior lenders do not designate a

representative, another individual shall be designated by Gerard and Peachey

who shall qualify as an Independent Director (as defined below).




 




(iv)  Against any proposal

to increase or decrease the size of the Board of Directors or to otherwise

modify or amend the organizational documents in a manner that could reasonably

be expected to conflict in any manner with the terms and provisions hereof or

the Employment Agreement.




 




(v)   For any proposal

to increase the indemnification rights (and against any proposal to restrict

such rights) available to any director from DecisionLink, to the fullest extent

authorized under then current law.




 




(vi)  On any other

matter, in accordance with the recommendation of the Board of Directors, so

long as such recommendation is supported by the Independent Director.




 




It is expressly understood and agreed that

nothing contained herein shall be deemed to impair the right of any Consenting

Stockholder who also serves as a member of the Board of Directors to exercise

his fiduciary duties as a director in connection with any decision to be made

by the Board of Directors during the Term hereof.




 




“Independent Director” shall mean an

individual who would qualify as an independent or outside director in

accordance with the provisions of the New York Stock Exchange rules.




 




(d)           Transfers to Affiliates.  Each Consenting Stockholder agrees that if

he transfers, pledges or otherwise disposes any of the Covered Voting Stock

during the Term to a person deemed to be an “affiliate” under the Federal

Securities laws, the terms and conditions of this Agreement shall remain in

full force and effect concerning said shares.




 




2.             Agreement

Not to Sue.




 




From and after the date hereof

and notwithstanding any provision contained herein to the contrary, the

Consenting Stockholders hereby agree not to, directly or indirectly, initiate,

file, threaten or support, or take any action or fail to take any action which

could reasonably be expected to result in any initiation, filing, threatening

or support, of any proceeding (whether pursuant to litigation, in front of any

regulatory authority or otherwise) which might seek or question the actions of

Gerard in connection with his employment relationship with DecisionLink,

whether pursuant to the Employment Agreement or otherwise, except to the extent

such actions would reasonably and in good faith be expected to result in a

termination of the Employment Agreement only in accordance with its terms.











 




3.             Miscellaneous

Provisions.




 




3.1.         Amendments, Waivers, Etc.

This Agreement may be amended and the provisions hereof may be waived only by

an instrument in writing signed by all of the parties hereto.




 




3.2          Notices.  All notices, requests, payments,

instructions or other documents to be given hereunder will be in writing or by

written telecommunication, and will be deemed to have been duly given if

(i) delivered personally (effective upon delivery), (ii) mailed by

certified mail, return receipt requested, postage prepaid (effective five

business days after dispatch), (iii) sent by a reputable, established

courier service that guarantees overnight delivery (effective the next business

day) or (iv) dispatched by telecopier (if the telecopy is in complete, readable

form, effective upon dispatch), addressed as follows (or to such other address

as the recipient party may have furnished to the sending party for the purpose

pursuant to this Section 3.2):




 




(a)           If to DecisionLink:




 




DecisionLink , Inc.




3033 Kellway Drive, Suite 118




Carrollton, TX  75006




Attention: Peter A. Gerard




Telecopier No. (972) 418-8075




 




with copies

sent at the same time and by the same means to:




 




Elliot H.

Lutzker, Esq.




Snow Becker

Krauss P.C.




605 Third

Avenue




New York,

NY  10158-0125




Telecopier

No.  (212) 949-7052




 




(b)           If to any of the Consenting

Stockholders, at the address for such Consenting Stockholder set forth in the

books and records of DecisionLink.




 




3.3          Counterparts.  This Agreement may be executed by the

parties in separate counterparts, each of which when so executed and delivered

shall be an original, but all of which together shall constitute one and the

same instrument.  In pleading or proving

this Agreement, it shall not be necessary to produce or account for more than

one such counterpart.




 




3.4.         Captions.  The captions of sections or subsections of

this Agreement are for reference only and shall not affect the interpretation

or construction of this Agreement.




 




3.5.         Binding Effect and Benefits.  This

Agreement shall bind and inure to the benefit of the parties hereto and their

respective successors and permitted assigns.




 




3.6          Construction.  The language used in this Agreement is the

language chosen by the parties to express their mutual intent, and no rule of

strict construction shall be applied against any party.




 




3.7          Entire Agreement.  This

Agreement contains the entire understanding and agreement among the parties, or

between or among any of them, and supersedes any prior understandings or

agreements between or among any of them, with respect to the subject matter

hereof.




 




3.8          Severability.  No invalidity or unenforceability of any

section of this Agreement or any portion thereof shall affect the validity or

enforceability of any other section or the remainder of such section.







 




3.9          Equitable Relief.  Each of the parties acknowledges that any

breach by such party of his, her, or its obligations under this Agreement would

cause substantial and irreparable damage to one or more of the other parties

and that money damages would be an inadequate remedy therefor.  Accordingly, each party agrees that the

other parties or any of them shall be entitled to an injunction, specific

performance, and/or other equitable relief to prevent the breach of such

obligations.  Additionally, each party

acknowledges that any breach or failure to abide by the terms of this Agreement

by any other Consenting Stockholder(s), shall not, by and of itself, permit any

other Consenting Stockholder to breach or otherwise fail to comply with the terms

of this Agreement.




 




3.10        Governing Law.  This Agreement shall be governed by and

interpreted and construed in accordance with the internal laws of the State of

Delaware (without reference to principles of conflicts or choice of law).




 




IN WITNESS

WHEREOF, each of the parties has executed this Voting Agreement as an agreement

under seal on and as of the date first above written.




 




 




	

   


  	

  DECISIONLINK, INC.


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Geoffrey

  F. Hewitt


  	

   


  	

   


  
	

   


  	

  Name:

  Geoffrey F. Hewitt


  	

   


  	

   


  
	

   


  	

  Title:

  Chairman and CEO


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  /s/ Peter A.

  Gerard


  	

   


  	

   


  
	

   


  	

  Peter A.

  Gerard


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Consenting Stockholders


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  /s/ David S.

  Peachey


  	

   


  	

   


  
	

   


  	

  David S.

  Peachey


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  /s/ Peter

  Lagergren


  	

   


  	

   


  
	

   


  	

  Peter

  Lagergren


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  /s/ Geoffrey

  F. Hewitt


  	

   


  	

   


  
	

   


  	

  Geoffrey F. Hewitt