Exhibit 10-h
MANAGEMENT AGREEMENT
AGREEMENT made this 7th day of June, 2005 among HEADLINERS
ENTERTAINMENT GROUP, INC. ("Headliners"), RASCALS MONTCLAIR, INC.
("Rascals Montclair"), IRREVOCABLE XXXXXXXXX FAMILY TRUST,
IRREVOCABLE XXXXXXXXX FAMILY TRUST and XXXXX XXXXXXXX (the latter
three parties being collectively the "Shareholders").
WHEREAS, the Shareholders and Rascals Montclair desire that
Headliners perform management services in connection with the
business operated by Rascals Montclair, and Headliners is willing to
perform such services on the terms set forth herein.
NOW, THEREFORE, it is agreed:
1. Management.
a. During the period from the date of this agreement through
June 30, 2015 Headliners will provide all management services
required by Rascals Montclair in connection with the operation of the
premises at 000-000 Xxxxxxxxxx Xxxxxx and will assume the obligation
to pay all expenses that arise from those operations. Among the
obligations assumed by Headliners are:
- managing the operations of the restaurant and bar at 499-
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx;
- managing the operations of the comedy club at 000-000
Xxxxxxxxxx Xxxxxx, Xxxxxxxxx;
- employing all personnel required for the operations that
are not directly employed by Rascals Montclair;
- reimbursing Rascals Montclair for its out-of-pocket
expenses in connection with the employment of personnel;
- purchasing all inventory required for the operations;
- booking the entertainment for the club; and
- assuming on its own account and paying all other expenses
attendant to the operations of Rascals Montclair,
including rent and taxes.
b. In consideration for the services and undertakings by
Headliners herein, Rascals Montclair assigns to Headliners all of the
revenue realized from the operations of the restaurant, bar and
comedy club at 000-000 Xxxxxxxxxx Xxxxxx during the period when
Headliners is performing services pursuant to this Section 2.
Rascals Montclair hereby authorizes Headliners to collect such
revenue in its own name and for its own account, to the extent that
such a procedure facilitates the operations contemplated by this
Section 2.
c. The management agreement created by this Section 2 will
terminate immediate upon the exercise by X.X. Xxxx Development,
L.L.C. of any of the "Remedies" itemized in Section 11(a) of the
Pledge Agreement among Irrevocable Xxxxxxxxx Family Trust,
Irrevocable Xxxxxxxxx Family Trust, Xxxxx Xxxxxxxx, Rascals
Montclair, Inc. and X.X. Xxxx Development, L.L.C.
IN WITNESS WHEREOF, the parties have executed this agreement as
of the date set forth on its first line.
HEADLINERS ENTERTAINMENT RASCALS MONTCLAIR, INC.
GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxxxx By:/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, President Xxxxxxx Xxxxxxxxx, President
IRREVOCABLE XXXXXXXXX IRREVOCABLE XXXXXXXXX
FAMILY TRUST FAMILY TRUST
By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, Trustee Xxxx Xxxxxxxxx, Trustee
/s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX
