EX-10.B



 





Exhibit 10(b)




May 21, 2004




Stanley J. Levy, Esq.

Chairman of the Board – Raytech Corporation

c/o Levy Phillips and Konigsberg LLP

800 Third Avenue, 13th Floor

New York, NY 10022



Re: Interim Management Services




Dear Mr. Levy:



This letter outlines the understanding (“Agreement”) between AP Services, LLC,
a Michigan limited liability company, (“APS”) and Raytech Corporation (the
“Company”), for the engagement of APS to provide certain temporary employees to
the Company as described below.



All defined terms shall, unless the context otherwise requires, have the
meanings ascribed to them in Schedule 1 (“Definitions and Interpretation”).



The engagement of APS, including any APS employees who serve in Executive
Officer positions, shall be under the approval of the Board of Directors of the
Company.




Objective and Tasks



APS will provide Larry W. Singleton to serve as the Company’s Interim Chief
Executive Officer, reporting to the Company’s Board of Directors. Working
collaboratively with the senior management team, the Board of Directors and
other Company professionals, Larry Singleton will perform the duties and
responsibilities of a Chief Executive Officer as described by the Company’s
Board of Directors, and shall, without limitation:





	1.	 	Coordinate the development of the Company’s business plan,
strategic plan, and forecasts, as may be required by the Company;
	 
	2.	 	Take the lead in evaluating the Company, its business units, and
their operations; and in implementing the Company’s business and
strategic plans;
	 
	3.	 	Assist and work with the advisors and other representatives of the
Company;
	 
	4.	 	Assess, evaluate and make recommendations to the Board on
significant business issues;




 









 











Stanley J. Levy, Esq.

May 21, 2004

Page 2




	5.	 	Assess and evaluate for the Board the members of senior management
and, as appropriate, make recommendations regarding their compensation;
	 
	6.	 	Review and evaluate all major planned, scheduled and projected
capital expenditures (CAPEX), prioritize and monitor ongoing capital
expenditures and evaluate the procedures for future capital expenditure
requests;
	 
	7.	 	Review and evaluate the adequacy of the Company’s financial
reporting systems, including the allocation of corporate overhead and
the allocation of inter-company transactions;
	 
	8.	 	Review the Company’s significant ventures, subsidiaries, business
arrangements and relationships;
	 
	9.	 	Review and make recommendations with respect to the Company’s
environmental compliance program;
	 
	10.	 	Assess, and report to the Board of Directors regarding risks and
liabilities of the Company and its operations; and
	 
	11.	 	Perform such other functions and undertake such other actions, at
the request and under the supervision of the Company’s Board of
Directors, as are customary and appropriate for a Chief Executive
Officer of a public company.





Staffing



APS will provide the individual set forth on Exhibit A, herein referred to as
the temporary employee (“Temporary Staff”), subject to the terms and conditions
of this Agreement, with the titles, pay rates, and other descriptions set forth
therein.



The Temporary Staff may be assisted by other professionals at various levels,
as the tasks require, who would also become Temporary Staff. We will keep you
informed as to our staffing and will not add additional Temporary Staff to the
assignment without first consulting with you to obtain your concurrence that
such additional resources are required and do not duplicate the activities of
other employees or professionals.




 









 








Stanley J. Levy, Esq.

May 21, 2004

Page 3



Fees and Retainer



APS shall be compensated for its Services under this Agreement at the rates set
forth on Schedule 2.



We will commence this engagement immediately upon receipt of a signed
engagement letter and retainer. We will require a retainer of $25,000 to be
applied against the time charges and expenses specific to the engagement and in
accordance with Section 2 of the attached General Terms and Conditions. This
retainer, along with the retainer provided to AlixPartners, LLC, pursuant to
the engagement letter dated December 15, 2003, represents a total retainer held
of $100,000.




* * *



The terms and conditions set out in the attached Schedules and the General
Terms and Conditions form part of and are incorporated by reference herein to
this Agreement.



If these terms meet with your approval, please sign and return the enclosed
copy of this Agreement and wire transfer the amount to establish the retainer.



We look forward to working with you.



Sincerely yours,



AP Services, LLC




Robert J. Rock

Principal



Acknowledged and Agreed to:



RAYTECH CORPORATION



	 	 	 
	By:
	 	 
	

	 	

	 
	 	 
	Its:
	 	 
	

	 	

	 
	 	 
	Dated:
	 	 
	

	 	








 









 






AP Services, LLC

Employment by Raytech Corporation




Exhibit A




Temporary Employees

Individuals With Executive Officer Positions




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Commitment
	Name
	 	Description
	 	Monthly Rate
	 	Full1 or Part Time2

	Larry W. Singleton

	 	Interim Chief Executive Officer
	 	$	85,000	 	 	Full






Note: To the extent that actual hours worked in a calendar month, multiplied
by Mr. Singleton’s discounted hourly rate of $440, is less than $85,000 per
month, such lesser amount will be charged for such calendar month.







	1	 	Full time is defined as substantially full time.
	 
	2	 	Part Time is defined as approximately 2-3 days per week, with some weeks
more or less depending on the needs and issues facing the Company at that
time.





 









 










Schedule 1




Definitions and Interpretation




	 	 	 
	Affiliate

	 	Affiliates of APS include AlixPartners, LLC, AlixPartners
Ltd., AlixPartners GmbH and AlixPartners S.r.l., which are
financial advisory and consulting firms, The System Advisory
Group, providing information technology services, Partnership
Services, LLC, a company that provides temporary employees,
and the Questor funds, which are private equity funds that
invest in special situations and under-performing companies;
	 
	 	 
	Agreement

	 	the terms and conditions set out in this letter;
	 
	 	 
	Confidential

Information

	 	all written information and materials which are marked
confidential or which are by their nature clearly
confidential obtained under or in connection with this
Agreement other than:
	 
	 	 
	

	 	- any information which is already in the public domain
otherwise than as a result of a breach of this Agreement;

	 
	 	 
	

	 	- any information which was rightfully in the possession of a
Party prior to the disclosure by the other Party and acquired
from sources other than the other Party; or

	 
	 	 
	

	 	- any information obtained from a third party who is free to
divulge such information;

	 
	 	 
	Contingent Success

Fee

	 	the success fee payable by the Company to APS, as more
particularly described in Schedule 2; and
	 
	 	 
	Expenses

	 	costs and expenses which are incurred by APS, its affiliates
and their respective personnel in the performance of the
Services, as more particularly described in Schedule 2;
	 
	 	 
	Fees

	 	the fees payable by the Company to APS in accordance with
Schedule 2 which, where the context requires, shall include
the Success Fee, as the case may be;
	 
	 	 
	General Terms and
Conditions

	 	the terms and conditions attached to and forming part of this
Agreement;
	 
	 	 
	Party or Parties

	 	a party or the parties to this Agreement (as the case may be);







 









 






	 	 	 
	Personnel

	 	directors, officers, employees, agents, contractors and
sub-contractors;
	 
	 	 
	Retainer

	 	such advance payment on account of Fees and Expenses as APS
shall request from the Company from time to time;
	 
	 	 
	Schedules

	 	the schedules attached to and forming part of this Agreement,
as such schedules may be amended from time to time in
accordance with this Agreement;
	 
	 	 
	Services

	 	the services to be provided by APS under this Agreement; and
	 
	 	 
	Termination Date

	 	the date on which this Agreement shall terminate.







 









 






Schedule 2




Fees and Expenses





	1.	 	Hourly Fees
	 
	 	 	Our fees will be based on the hours charged at our discounted hourly
rates, which are:





	 	 	 	 	 
	Principals
	 	$	500 - $600	 
	Senior Associates
	 	$	400 - $450	 
	Associates
	 	$	280 - $350	 
	Accountants and Consultants
	 	$	230 - $260	 
	Analysts
	 	$	150 - $180	 








	2.	 	Contingent Success Fee
	 
	 	 	In addition to hourly fees, APS will be compensated for its efforts by the
payment of a Contingent Success Fee (“Success Fee”). The Company
understands and acknowledges that the Success Fee is an integral part of
APS’ compensation for the engagement. The Company’s Board of Directors
shall consider whether to pay to APS an incremental fee reflecting the
duration of the temporary staff’s employment, the success of its
execution, the quality of advice provided and other factors the Board may
deem relevant or important.
	 
	 	 	Because of the nature of this engagement, it is unclear at this time
precisely how to define important elements of the Success Fee
criteria. Therefore, following the beginning of the engagement, the
Company and APS will make a reasonable effort to determine the
parameters of, and relevant factors for the Company’s Board of
Directors to consider in assessing an incentive bonus or Success Fee
based upon the value that APS is able to provide to the Company. APS
and the Company mutually agree to develop a definition of success and
agreed-upon success fee criteria.
	 
	3.	 	Expenses
	 
	 	 	In addition to the fees set forth above, the Company shall pay directly or
reimburse APS upon receipt of periodic billings, for all reasonable
out-of-pocket expenses incurred in connection with this assignment such as
travel, lodging, and postage, and a communication charge to cover telephone
and facsimile charges that is calculated at $4 per billable hour of time
worked on behalf of the Company.




 









 











Schedule 3




Disclosures





	 	 	To the best of our knowledge, we believe that APS, its employees, and its
affiliates do not have any financial interest or business connection with the
Company other than as contemplated by this agreement, and we know of no fact or
situation that would represent a conflict of interest for us with regard to the
Company. However, we have not completed a thorough check of the parties in
interest with regard to the Company. Upon receiving the information from the
Company with respect to the parties in interest, APS will promptly complete a
search of its relationships and will notify you of any connections APS may have
with such parties in interest.
	 
	 	 	We know of no fact or situation that would represent a conflict of interest for
us with regard to the Company. However, we wish to disclose the following:
	 
	 	 	The Parties agree that this Schedule 3 may be updated from time to time to
disclose additional connections or relationships between APS and the interested
parties.




 









 











AP Services, LLC

General Terms and Conditions



These General Terms and Conditions (“Terms”) shall govern the services provided
by AP Services, LLC (“APS”) as set forth in the letter agreement executed by
the Company and APS to which these Terms are attached.




Section 1. Company Responsibilities




Company will undertake responsibilities as set forth below:



1.  Provide reliable and accurate detailed information, materials,
documentation, and






	2.	 	Make decisions and take future actions, as the Company determines in its
sole discretion, on any recommendations made by APS in connection with the
tasks or work product under this Agreement.






APS’ delivery of the services and the fees charged are dependent on (i)
Company’s timely and effective completion of its responsibilities; and (ii)
timely decisions and approvals made by the Company’s management. Company shall
be responsible for any delays, additional costs, or other deficiencies caused
by not completing its responsibilities.



Section 2. Timing, Fees, and Expenses.



The engagement will commence immediately upon receipt of a signed engagement
letter and a retainer.



Hourly Fees. For purposes of semi-monthly billings, our fees will be based on
the hours charged at our hourly rates as set forth in the letter agreement. We
review and revise our hourly billing rates effective January l of each year.



Contingent Success Fees. As described in the attached agreement.



Out-of-Pocket Expenses. In addition to hourly fees as defined in the letter
agreement, the Company shall pay directly or reimburse APS upon receipt of
periodic billings for all reasonable out-of-pocket expenses incurred in
connection with this assignment.



Retainer. We require a retainer to be applied against the time charges and
expenses specific to the engagement. We will submit semi-monthly invoices for
services rendered and expenses incurred as described above, and will offset
such invoices against the retainer. Payment will be due upon receipt of the
invoices to replenish the retainer to the agreed-upon amount. Any unearned
portion of the retainer will be returned to you at the termination of the
engagement.



Section 3. Relationship of the Parties.



The parties intend that an independent contractor relationship will be created
by this Agreement. As an independent contractor, APS will have complete and
exclusive charge of the management and operation of its business, including
hiring and paying the wages and other compensation of all its employees and
agents, and paying all bills, expenses and other charges incurred or payable
with respect to the operation of its business. Of course, as an independent
contractor, neither the Temporary Staff nor APS will be entitled to receive
from the Company any vacation pay, sick leave, retirement, pension, or social
security benefits, workers’ compensation, disability, unemployment insurance
benefits, or any other employee benefits. APS will be responsible for all
employment, withholding, income and other taxes incurred in connection with the
operation and conduct of its business. Temporary Staff will not be considered
employees of the Company except for purposes of this agreement.



The Company agrees to promptly notify APS if it extends (or solicits the
possible interest in receiving) an offer of employment to an employee of APS
and agrees that it will pay APS a cash fee, upon hiring, equal to 150% of the
aggregate first year’s annualized compensation, including any other
compensation, to be paid to any person working for the Company on behalf of APS
that the Company or any of its subsidiaries or affiliates hires at any time up
to two years subsequent to the date of the final invoice rendered by APS with
respect to this engagement. This agreement does not prohibit the Company from
making general solicitations for employment or from soliciting for employment
any individuals who have ceased to be employees or agents of APS prior to such
solicitation.



Section 4. Confidentiality.



APS agrees to keep confidential all Information obtained from the Company, and
neither APS nor the Temporary Staff will disclose to any other person or
entity, or use for any purpose other than specified herein, any information
pertaining to the Company or any affiliate thereof, which is either non-public,
confidential, or proprietary in nature (“Information”) that it obtains or is
given access to during the performance of the services provided hereunder. The
foregoing is not intended to nor shall be construed as prohibiting APS or the
Temporary Staff from disclosure pursuant to a valid subpoena or court order,
but neither APS nor such Temporary Staff shall encourage, suggest, invite or
request, or assist in securing, any such subpoena or court order, and the
Temporary Staff shall immediately give notice of any such subpoena or court
order by fax transmission to the Company. Furthermore, APS and the Temporary
Staff may make reasonable disclosures of Information to third parties in
connection with their performance of their obligations and assignments
hereunder. In addition, APS will have the right to disclose to others in the
normal course of business its involvement with the Company.



Information includes data, plans, reports, schedules, drawings, accounts,
records, calculations, specifications, flow sheets, computer programs, source
or object codes, results, models, or any work product relating to the business
of the Company, its subsidiaries, distributors, affiliates, vendors, customers,
employees, contractors and consultants.



Section 5. Intellectual Property.



Except for those methodologies, processes techniques, ideas, concepts and
know-how developed independently by APS or supplied in connection with this
agreement and prior to this agreement (collectively known as “APS’ Work
Product”), Company shall retain all right, title, and interest in and to: (i)
the work product, including but not limited to, all patent, copyright,
trademark, and other intellectual property rights therein; and (ii) all
methodologies, processes, techniques, ideas, concepts, and know-how embodied in
the work product, (together “the Work Product”).
APS hereby transfers and assigns to Company all right, title, and interest that
APS may have in the Work Product and all intellectual property rights therein.
Company may, solely for its internal business purposes, use, copy, distribute
internally, and modify the Work Product described under the letter agreement.
Unless required to do so by law or regulation, the Company shall not, without
APS’ prior written consent (which shall not be unreasonably withheld), disclose
to a third party, publicly quote, or make reference to the Work Product.
Subject to the confidentiality restrictions contained in Section 4, APS may use
the Work Product for any purpose.




 









 








AP Services, LLC

General Terms and Conditions



Section 6. Framework of the Engagement.



The Company acknowledges that it is hiring the Temporary Staff purely to assist
the Company and its Board of Directors in the management of the Company. This
engagement shall not constitute an audit, review or compilation, or any other
type of financial statement reporting or consulting engagement that is subject
to the rules of the AICPA, the SSCS, or other such state and national
professional bodies.



Section 7. Indemnification



In bankruptcy engagements, neither APS nor its employees not serving as
officers of the Company will be entitled to indemnification provided by the
Company. However, APS employees serving as officers of the Company will be
entitled to the benefit of the most favorable indemnities provided by the
Company to its officers and directors, whether under the Company’s by-laws,
certificates of incorporation, by contract or otherwise. The Company agrees
that it will use its best efforts to specifically include and cover APS
employees serving as officers of the Company under the Company’s policy for
directors’ and officers’ (“D&O”) insurance.



In non-bankruptcy engagements, it is our practice to receive indemnification.
Accordingly, in consideration of our agreement to act on your behalf in
connection with this engagement, you agree to indemnify, hold harmless, and
defend us (including our principals, employees, Temporary Staff and agents)
from and against all claims, liabilities, losses, damages and reasonable
expenses as they are incurred, including reasonable legal fees and
disbursements of counsel, and the costs of our professional time (our
professional time will be reimbursed at our rates in effect when such future
time is required), relating to or arising out of the engagement, including any
legal proceeding in which we may be required or agree to participate but in
which we are not a party. We, our principals, employees, Temporary Staff and
agents may, but are not required to, engage a single firm of separate counsel
of our choice in connection with any of the matters to which this
indemnification agreement relates. This indemnification agreement does not
apply to actions taken or omitted to be taken by us, our principals, employees,
Temporary staff or agents in bad faith or due to our willful misconduct.



In addition to the above indemnification, APS employees serving as officers of
the Company will be entitled to the benefit of the most favorable indemnities
provided by the Company to its officers and directors, whether under the
Company’s by-laws, certificates of incorporation, by contract or otherwise. In
the event that other APS employees become officers of the Company, such
individuals will be entitled to the same benefit.



The Company agrees that it will use its best efforts to specifically include
and cover APS employees serving as officers of the Company under the Company’s
policy for directors’ and officers’ (“D&O”) insurance. In the event that the
Company is unable to include APS appointees under the Company’s policy or does
not have first dollar coverage as outlined in the preceding paragraph in effect
for at least $10 million, (e.g., such policy is not reserved based on actions
that have been or are expected to be filed against officers and directors
alleging prior acts that may give rise to a claim), it is agreed that APS will
attempt to purchase a separate D&O policy that will cover its employees and
agents only and that the cost of same shall be invoiced to the Company as an
out of pocket cash expense. If APS is unable to purchase such D&O insurance,
then we reserve the right to terminate this agreement. In the event that other
Temporary Staff become officers of the Company, such individuals will be
entitled to the same benefit. The obligations of the parties as reflected
herein shall survive the termination of the engagement.



Section 8. Disclosures.



We know of no fact or situation, other than those disclosed in Schedule 3,
which would represent a conflict of interest for us with regard to the Company.



While we are not aware of any relationships, other than those disclosed in
Schedule 3, that connect us to any party in interest, because APS is a
consulting firm that serves clients on a national basis in numerous cases, it
is possible that APS may have rendered services to or have business
associations with other entities which had or have relationships with the
Company. APS has not and will not represent the interests of any of these
aforementioned entities in this case, involving the Company.



Section 9. Governing Law



This letter agreement is governed by and construed in accordance with the laws
of the State of Delaware with respect to contracts made and to be performed
entirely therein and without regard to choice of law or principles thereof.



Any controversy or claim arising out of or relating to this contract, or the
breach thereof, shall be settled by arbitration. Each party shall appoint one
non-neutral arbitrator. The two party arbitrators shall select a third
arbitrator. However, if within thirty days after their appointment the two
party arbitrators do not select a third arbitrator, the third arbitrator shall
be selected by the American Arbitration Association (AAA). The arbitration
shall be conducted under the AAA’s Commercial Arbitration Rules, and the
arbitrators shall issue a reasoned award. The arbitrators may award costs and
attorneys’ fees to the prevailing party. Judgment on the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.



Section 10. Termination and Survival.



This Agreement to provide Temporary Staff hereunder may be terminated at any
time by written notice by one party to the other; provided, however, that
notwithstanding such termination APS will be entitled to any fees and expenses
due under the provisions of the agreement, including Contingent Success Fee in
accordance with Schedule 2.



Additionally, unless APS is terminated by the Company for Cause (as defined
below) or due to circumstances described in the Contingent Success Fee
provision in the Agreement, APS shall remain entitled to the Contingent Success
Fee(s) that otherwise would be payable for the greater of 12 months from the
date of termination or the period of time that that has elapsed from the date
of this letter to the date of termination. Cause shall mean:



(a) an APS representative acting on behalf of the Company is convicted of a
felony, or



(b) it is determined in good faith by the Board of Directors of the Company,
and after thirty (30) days notice and opportunity to cure, either (i) an APS
representative engages in misconduct injurious to the Company, or (ii) an APS
representative breaches any of his or its material obligations under this
Agreement; or (iii) an APS representative willfully disobeys a lawful direction
of the Board of Directors or senior management of the Company.




 









 








AP Services, LLC

General Terms and Conditions



Sections 2, 4, 5, 7, 9, 10, and 11 shall survive the expiration or termination
of the Agreement.



Section 11. General.



Severability. If any portion of the letter agreement shall be determined to be
invalid or unenforceable, we each agree that the remainder shall be valid and
enforceable to the maximum extent possible.



Entire Agreement. The Terms and the attached letter agreement contain the
entire understanding of the parties relating to the services to be rendered by
APS and may not be amended or modified in any respect except in writing signed
by the parties. APS will not be responsible for performing any services not
specifically described in this letter or in a subsequent writing signed by the
parties. If there is a conflict between these Terms and the letter agreement,
these Terms shall govern.



Notices. All notices required or permitted to be delivered under this letter
agreement shall be sent, if to APS, to the address set forth in the letter
agreement, to the attention of Mr. Melvin R. Christiansen, and if to Company,
to the address set forth in the letter agreement, to the attention of your
General Counsel, or to such other name or address as may be given in writing to
the other party. All notices under the letter agreement shall be sufficient if
delivered by facsimile or overnight mail. Any notice shall be deemed to be
given only upon actual receipt.