EXHIBIT 10.2
MANAGEMENT AGREEMENT
THIS AGREEMENT made effective September 1, 1998.
BETWEEN:
Phage Therapeutics International Inc., a body corporate, duly
incorporated under the Laws of the state of Florida, United States of
America, having its head office situated at 00000 - 00xx Xxxxx XX,
Xxxxxxx, XX 00000
(hereinafter called the " Corporation")
OF THE FIRST PART
AND:
Stealth Investments Corp., a body corporate, duly incorporated under
the laws of the Province of British Columbia, having its head office
at 000 Xxxxxxx Xxxxxx #0000, Xxxxxxxxx, XX X0X 0X0; (hereafter called
the "Manager")
OF THE SECOND PART
WHEREAS:
(1) The Corporation is engaged in the Bio-Technology industry and requires the
services of a manager to fulfill the day-to-day responsibilities imposed on
the Corporation; and
(2) The Manager has agreed to act as Manager of the Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the
premises, the mutual covenants and agreements herein contained the parties
hereto hereby agree as follows:
a) The Corporation hereby agree to retain the services of the Manager.
b) The retention of the Manager shall be for a month to month period
commencing September 1, 1998, and continuing thereafter from year to
year unless and until terminated as hereinafter provided.
c) The Manager shall serve the Corporation and any subsidiaries from
time to time owned by the Corporation in such capacity or capacities
and shall perform such duties and exercise such powers as may from
time to time be determined by Resolution of the Board of Directors of
Corporation.
d) Subject to the control vested in the Board of Directors with respect
to the activities of the Manager, the Manager shall have from the
date of commencement of this Agreement, the authority and
responsibility to deal with the following subject matters:
1) maintaining the services of accounting and legal professionals
for the purposes of reviewing all prospects introduced to the
Corporation for investment or participation;
2) arranging for and securing financing for the Corporation as may
be permitted by regulatory bodies;
3) arranging for timely disclosure of all material facts in the
affairs of the Corporation, such as regulatory filings, timely
financial disclosures and issuance of News Releases;
4) establishing and maintaining suitable banking relations;
5) ensuing the maintenance of proper accounting records and
compiling monthly statements of the source and application of
funds;
6) arranging for payment of all payables of the Corporation and/or
any subsidiaries;
7) perusing and replying to all corporate inquiries and
correspondence;
8) securing and obtaining for the benefit of the Corporation
competent tax advice, legal advice and services and accounting
services; and
9) all such other duties as may be imposed upon the Manager from
time to time due to the nature of the Corporation's business.
e) The remuneration of the Manager for his services hereunder shall be
at the rate of $10,000 US per month for a term of one year (together
with any such increments thereto as the Board of Directors of the
Corporation may from time to time a lot) payable in equal monthly
installments in advance of the first business day of each calendar
month, the first such installment to be payable on the first day of
March, 1999.
f) The Manager shall be reimbursed for all traveling and out-of-pocket
expenses actually and properly incurred by it in connection with its
duties hereunder. In respect of expenses, the Manager shall provide
statements and vouchers to the Corporation as and when required by
it.
g) The terms "subsidiary" and "subsidiaries" as used herein mean any
corporation or Corporation of which more than 50% of the outstanding
shares carrying voting rights at all times are for the time being
owned by or held for the benefit of the Corporation and include any
corporation or company in like relation to a subsidiary.
h) Any notice required or permitted to be given hereunder to the Manager
or to the Corporation shall be given by registered mail, postage
prepaid, addressed to the Manager or the Corporation at their
respective registered offices from time to time in existence. Any
notice mailed as aforesaid shall be deemed to have been received y
the Addressee on the second business day following the date of
mailing.
i) This Agreement may be terminated:
1) by the Manager or sixty (60) days written notice to the
Corporation; or 2) by the Corporation on sixty (60) days written
notice to the Manager.
j) The provisions of the Agreement shall be governed by and interpreted
in accordance with the laws of the State of Washington.
k) This Agreement may be executed by facsimile and in any number of
counterparts with the same effect as if all parties to this Agreement
had signed the same document and all counterparts will be construed
together and will constitute one and the same instrument, and any
facsimile signature shall be taken as an original.
IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be
executed, as of the day and year first above written.
PHAGE THERAPEUTICS
INTERNATIONAL, INC. STEALTH INVESTMENTS CORP.
/s/ Xxxxxxx Honour /s/ /s/ Xxxxxx Xxxxx /s/
Per: Authorized Signatory Per: Authorized Signatory
