** **

**Exhibit 10.18**

 

**GlobalNet VenturePartners, L.L.C.**

**1051 Post Road**

### **Darien, CT 06820**

www.globalnetpartners.com

 

 

# June 19, 2002

#  

Mr. Justin MacIntosh,Chairman and C.E.O.CorVu Corporation3400 West 66th StreetSuite 445Edina, MN 55435United States

 

**Letter Agreement**

 

Dear Justin:

 

I very much enjoyed the opportunity to meetyou and your colleagues and to get better acquainted with CorVu.  Both the Board meeting and the shareholdersmeeting were useful as well in getting a sense of the challenges facing the organization.

 

Based on that and on subsequent conversationswith you and John, I think this represents our agreement to go forward.

 

**1)**             **Engagement; Due Diligence:**GlobalNet willundertake a due diligence review of CorVu (“the Company”) during a four week periodcommencing with the signing of this letter agreement (“Agreement”). Subject toour due diligence findings, GlobalNet will undertake a 30-month engagement withCorVu, and I would be available as part of the GlobalNet team to take the BoardChairmanship or similar leadership position for the initial 24 months of theengagement.  During that time I woulddirect and focus the efforts of several other GlobalNet partners to assist mein helping CorVu meet the objectives and carry out the services stated in Paragraph2).

.

**2)**             **Scope of Services:**GlobalNetwill use its best efforts to:

 

a)              Perform a thorough review ofthe balance sheet, outstanding options and warrants and review all SEC/auditorstatements to ensure the CorVu is in compliance and strategically positionedproperly from a balance sheet perspective.

 

b)             Analyze, evaluate and makerecommendations regarding the current float of the stock and put forth astrategic implementation plan to bring value back into the stock price (e.g.possibility of reducing founder holdings, reverse splits, new issuances, etc.),review opportunity to privatize and get CorVu off the OTC market.

 

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c)              Identify and meet withbrokers, market makers, analysts and institutional entities, and media toeffectively communicate the value and vision of CorVu to help increaseshareholder value.

 

d)             Collaborate with you andother senior managers as appropriate to set strategy and vision and provideleadership for CorVu, and assist in putting together an advisory board offinancial, technology and other industry professionals to provide insight,advice, and marketing assistance.

 

e)              Assist in developingcustomer relationships and in identifying, qualifying, and closing partnerrelationships and other strategic associations.

 

f)                Investigate, identify,introduce and help negotiate possible merger and acquisition targets andfinancing sources.

 

g)             Help refine and furtherdevelop a broader publicity and investor relations communications program toenhance current briefings and to provide institutional, strategic andindividual investors, clients and partners with a sustained communicationseffort.

 

**3)**             **Remuneration of GlobalNet:**

 

a)              For theservices rendered, CorVu shall pay to GlobalNet a one-time engagement fee offifty thousand dollars ($50,000), payable $25,000 at the signing of thisAgreement and $25,000 on the completion of due diligence, whether or notGlobalNet, as a result of its due diligence, decides to go forward. Thereafter,assuming GlobalNet is proceeding with the engagement, the Company agrees to payGlobalNet at a monthly rate equal to $26,500 per month, payable as follows:$16,500 per month for the initial six months of the engagement commencing onthe first day of the month following completion of due diligence, $36,500 per monthfor the next 6 months, and $26,500 per month for the next 18 months, providedthat if this Agreement is terminated by either party, the $10,000 per monththat is deferred in the first six months will be paid promptly to the extent ithas not been recouped during the six month payments of $36,500.

 

b)             The Company shall pay to GlobalNet eight percent(8%) in cash and eight percent (8%) in options, for any equity financing and 4%in cash (no options) for any debt financing sourced by GlobalNet, payable as fundsare actually received by the Company.

 

c)              For any customer relationships introduced ordeveloped by GlobalNet resulting in revenue contracts for CorVu, the Companyshall pay to GlobalNet eight percent (8%) of the revenue received by CorVu forthe first three years from the date of signing the customer contract. Forstrategic partnerships introduced or developed by GlobalNet, the Company shallpay to GlobalNet eight percent (8%) of the revenue generated by suchrelationships over the first two years from the date of the inception of thepartnership, and four percent (4%)  forthe third year, payment to be made as funds are received by the Company.

 

 

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d)             In the event that during the term of this engagementGlobalNet introduces CorVu to any party which acquires CorVu (i.e., purchasesall or substantially all of the assets or outstanding equity) or merges orconsolidates with CorVu, then GlobalNet shall be entitled to a transaction feebased on the total consideration exchanged between CorVu and such party , asfollows:

 

5% of the first $5 million,

4% of the next $5 million,

3% of the next $5 million,

2% of the next $5 million,

1% of the balance.

 

GlobalNet agrees to take its fee in whateverthe form of consideration received by CorVu or its shareholders in thetransaction; provided that if cash is a sufficient portion of the considerationreceived by CorVu, GlobalNet may elect to take all of its compensation in cash.

 

e)              As to subparagraphs (b), (c), and (d) above, CorVuagrees to pay the specified fees (for the time specified as to (b) and (c)), ifwithin twelve months after termination of this Agreement CorVu enters into atransaction substantially similar to a transaction proposed by GlobalNet with acompany introduced by GlobalNet.

 

f)                All compensation contemplated by thisAgreement is paid to GlobalNet.  Myservices are included in GlobalNet’s compensation and CorVu will not beobligated to me personally for any additional compensation.

 

**4)**             **Utilizationof additional GlobalNet resources:**  It is understood that John Bohn will devote sufficient time, butnot full time, to perform these services, and that other GlobalNet members willbe called upon to support these efforts. Such additional support may beseparately compensated as mutually agreed by GlobalNet and CorVu.

**5)**             **Expenses: **All expenses incurred byGlobalNet in the  performance of itsduties shall be paid by CorVu. CorVu agrees that CorVu’s professional,promotional and related expenses will continued to be paid by CorVu.

 

**6)**             **Termination:**

 

a)              GlobalNet may terminate thisAgreement by written notice to Company that it does not wish to proceed withthis engagement upon completion of GlobalNet’s due diligence, in which eventGlobalNet shall be entitled only to the $50,000 initial engagement fee.  In such event, GlobalNet will issue a reportto the  Company detailing its duediligence findings and its suggestions and recommendations respecting improvingCompany’s business opportunities and shareholder value, and commenting on suchother matters as GlobalNet determines based on its due diligence.

 

 

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b)             Either party may terminateGlobalNet’s consulting services being performed pursuant to this Agreement upon60 days’ written notice.  In such eventGlobalNet shall be entitled to all remuneration due and owing up to andincluding the date of termination, and thereafter the fees specified inParagraphs 3(b), (c), and (d) per the provisions of Paragraph 3(e).  Further, for nominal, “follow-on” servicessubsequent to termination, GlobalNet shall continue to receive a monthly fee of$1,500 through the payment to be made on July 1, 2005, unless the partiesotherwise mutually agree.

 

c)              CorVu agrees to indemnify and hold harmlessGlobalNet and its officers, directors, employees and agents (“GlobalNetIndemnified Parties”) from claims against the GlobalNet Indemnified Partiesarising out of any act or omission on the part of the CorVu IndemnifiedParties.  GlobalNet agrees to indemnifyand hold harmless CorVu and its officers, directors, employees and agents(“CorVu Indemnified Parties”) from claims against the CorVu Indemnified Partiesarising out of any act or omission which are determined to result only fromgross negligence or intentional wrongdoing on the part of GlobalNet IndemnifiedParties.

 

d)             At all times during the period during which I serveas an officer and/or a member of its Board of Directors, CorVu agrees tomaintain in full force and effect D&O insurance having a minimum limit of$3 million.

 

I understand that thecompany will not elect me to a position until our due diligence has beencompleted and GlobalNet has determined to proceed.  Karen Morgan and I look forward to getting started.

 

Sincerely,

 
| **GLOBALNET VENTURE PARTNERS, L.L.C.** |
|----------------------------------------|
|                                   |   |   |
| **By**                                 | **/s/** | **John A. Bohn** |
|                                   |   | John A. Bohn |
|                                   |   | Managing Member |
|                                   |   |   |
| cc:                                    |   | John Stout |
|                                   |   | Karen Morgan |
|                                   |   |   |
|                                   |   | **Agreed  to, signed and dated:** |
|                                   |   |   |
|                                   |   | CORVU CORPORATION |
|                                   |   |   |
|                                   |   | By | /s/ | Justin MacIntosh |
|                                   |   |   |   | Justin MacIntosh |
|                                   |   |   |   | Chairman and C.E.O |
|                                   |   |   |   |   |
|                                   |   | Date: |   | 6/19/2002 |

 

 

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