EXHIBIT 1O.2
MANAGEMENT AGREEMENT
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THIS MANAGEMENT AGREEMENT (Agreement) is entered into this 2nd day of
July, 2002 by and between THE INTERNET ADVISORY CORPORATION, a Utah
corporation of 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Internet) and
WORLDWIDE CONNECT, a Nevada corporation of 0000- X.X. 000 Xxxxxx, Xxxxx X,
Xxxxx, Xxxxxxx 00000 (Worldwide), and XXXXXX XXXXXX (Divine) of 0000 X.X. 00
Xxxx, Xxxx Xxxxx, Xxxxxxx, all sometimes hereinafter referred to as the parties,
WHEREAS, Internet and Worldwide executed an agreement to execute a
Management Agreement and Option to Purchase; and
WHEREAS, the Parties desire to execute this as their definitive Management
Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the Parties hereby agree as follows:
1. Grant of Management
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That Worldwide is granted by Internet Advisory the right to manage Internet
Advisory's location located at Suite ST3, 0000 Xxxx Xxxxxxx Xxxxxxxxx, Xx.
Xxxxxxxxxx, Xxxxxxx 00000 (Subject Premises), and as more specifically set forth
in the Addendum to Lease Dated February 10, 1999 (Lease) entered into by and
between Internet and Spring Lake Partners (Landlord) located on the ground floor
of the International Building.
2. Term
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The terms of this Management Agreement is for a period of twenty-four (24)
months commencing on July 1, 2002, and ending on June 30, 2004.
3. Payment
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Worldwide shall pay to Internet twenty-four (24) payments as follows:
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(A) Three (3) equal monthly payments commencing on July 1, 2002 of
$6,250.00 per month which Internet acknowledges it has received one (I) payment
in said amount for the first month under this Agreement. Worldwide shall pay on
or before the 20th of July the sum of $6,250.00, and on or before the 20th day
of August the sum of $6,250.00, for the months of August and September.
(B) Worldwide shall pay the sum of $7,500.00 per month on or before the
20th day of each month, in three (3) equal continuous payments on September
20th, October 20th and November 20th for the months of October through
December, 2002.
(C) Worldwide shall pay to Internet the sum of $8,820.00 per month in
eighteen (18) continuous equal monthly payments the sum of $8,820.00 per month
on or before the 20th day of each month commencing on or before December 20,
2002 and continuing through May 20, 2004.
4. Obligation to Payment
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Internet agrees to use said funds received from Worldwide to pay the rental
obligation to the Landlord for the subject premises through the termination of
the lease of February 28, 2002 (or whenever terminated, whichever first occurs),
and to utilize said sums to pay the landlord its additional monthly obligation
for payment of the security deposit. Currently, the rental obligation, including
security deposit obligation of $666.67 per month inclusive of CAM and sales tax
is $6,184.43 per month as of May 2002. Worldwide and Internet agree, however,
that the security deposit shall be the property of Internet, and shall be
returned to Internet upon termination of the Lease.
5. Abide by Lease
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Worldwide agrees to abide by all terms and conditions, covenants and
restrictions of the Lease, all applicable rules and regulation imposed by the
Landlord. Upon termination of the Lease, it shall vacate the premises unless it
has been able to negotiate a new lease with the Landlord. Notwithstanding
termination of the lease, Worldwide will be obligated to pay to Internet all
payments set forth herein.
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6. Option to Purchase.
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Provided that Worldwide is not in default pursuant to the terms and
conditions of this agreement and has paid all payments required pursuant to this
agreement, Worldwide shall have the right to purchase the assets of Internet,
said assets described on Exhibit I attached hereto, free and clear of any claim,
lien or encumbrance (at time of execution of this Agreement) with the exception
of any lien that may apply to said assets by virtue of the Lease or the
Landlord's rights created by the Florida Non-Residential Landlord-Tenant Act.
7. Use of Assets
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Internet further agrees that Worldwide shall have the right, if it is not
in default of this Management Agreement, to utilize said property listed on
Exhibit I during the twenty-four (24) month period. Internet specifically agrees
that it shall not create any claim, lien or encumbrance against said property.
8. Management Responsibilities
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Worldwide shall use its best efforts to manage the location of the subject
premises, and shall as and for additional consideration for its responsibilities
hereunder retain all revenues of the operation of said subject premises.
9. Insurance
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The Parties further agree that Worldwide may be required to pay for and
obtain its own liability insurance policy and in the event of said event, it
shall do so at its own cost and expense. Both Parties agree to cooperate with
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each other to insure that any requirements of the Landlord will be
compiled with promptly.
10. Assignment or Sublet
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Internet and Worldwide agree that Landlord may construe this agreement as
an assignment or sub-let which may necessitate, by the Landlord that Worldwide
be approved, and that Internet is making no representations that consent of this
transaction has been obtained, need be obtained, or can be obtained.
11. Vacating Premises
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In the event Landlord requires Worldwide to vacate the premises, it shall
do so promptly but shall be permitted to remove the assets set forth on Exhibit
I so long as the removal does not damage Landlord's property. Payments hereunder
shall continue as set forth herein. In the event that Worldwide fails to make
payment herein or defaults under this Agreement, Internet may, at its option,
require Worldwide to vacate the premises and Worldwide shall promptly remove
itself from the premises upon five (5) days written notice, however, Worldwide
shall still remain liable to Internet,
12. Legal and Other Costs
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In the event that any party (the "Defaulting Party) defaults in his or its
obligations under this Agreement and, as a result thereof, the other party (the
"Non-Defaulting Party") seeks to legally enforce his or its rights hereunder
against the Defaulting Party, then, in addition to all damages and other
remedies to which the Non-Defaulting Party is entitled by reason of such
default, the Defaulting Party shall promptly pay to the Non-Defaulting Party an
amount equal to all costs and expenses (including reasonable attorneys' fees)
paid or incurred by the Non-Defaulting Party in connection with such
enforcement.
13. Liabilities
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Worldwide assumes no liabilities of Internet whatsoever, and Internet
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assumes no liability of Worldwide.
14. Litigation.
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In any action between the parties to enforce any of the terms of this
agreement or any other matter arising from this agreement, the prevailing party
shall be entitled to recover its costs and expenses, including reasonable
attorney's fees up to and including all negotiations, trials and appeals,
whether or not litigation is initiated.
15. Miscellaneous
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(a) This writing constitutes the entire agreement of the parties with
respect to the subject matter hereof and may not be modified, amended or
terminated except by a written agreement specifically referring to this
Agreement signed by all of the parties hereto.
(b) No waiver of any breach or default hereunder shall be considered valid
unless in writing and signed by the party giving such waiver, and no such waiver
shall be deemed a waiver of any subsequent breach or default of the same or
similar nature.
(c) This Agreement shall be binding upon and inure to the benefit of each
corporate party hereto, its successors and assigns, and each individual party
hereto and his heirs, personal representatives, successors and assigns.
(d) Any paragraph headings contained herein are for the purposes of
convenience only and are not intended to define or limit the contents of said
paragraphs.
(e) Each party hereto shall cooperate, shall take such further action and
shall execute and deliver such further documents as may be reasonably requested
by any other party in order to carry out the provisions and purposes of this
Agreement.
(f) Internet will pay all sales, transfer and documentary taxes, if any,
payable in connection with the sale, conveyances, assignments, transfers and
deliveries to be made to Worldwide hereunder except that Worldwide shall pay the
documentary stamps and any tax on the note and mortgage.
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(g) This Agreement may be executed in one or more counterparts, all of
which taken together shall be deemed one original
(h) This Agreement and all amendments thereof shall be governed by and
construed in accordance with the law of the State of Florida applicable to
contracts made and to be performed therein, and the parties agree that venue
shall be proper in Broward County, Florida.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
ATTEST: THE INTERNET ADVISORY CORPORATION,
(UTAH CORPORATION)
/S/ XXXX XXXXXXX BY: /S/ XXXXXXX XXXXXXXX
SECRETARY -------------------------------
XXXX XXXXXXX XXXXXXX XXXXXXXX, PRESIDENT
ATTEST: /s/ XXXXXX DIVINE WORLDWIDE CONNECT
----------------- (NEVADA CORPORATION)
SECRETARY BY: /S/ L.R. DIVINE
XXXXXX DIVINE ---------------------------
L.R. DIVINE, PRESIDENT
ATTEST:
SIGNATURE /S/XXXXXX DIVINE BY: /S/ XXXXXX DIVINE
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PRINT NAME: L.R. DIVINE XXXXXX DIVINE, GUARANTOR
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