Exhibit 10.17
MANAGING FEE AGREEMENT
Between:
ORGANITECH U.S.A. INC. (on one side)
And
XXXXX XXXXXX (on the other side)
Whereas ORGANITECH U.S.A. INC. (Hereinafter - "ORGANITECH") and
And whereas ORGANITECH is interested getting managing active participation
from Xxxxx Xxxxxx (hereinafter/:"SIMON"), based on Simon's
business experience,
And whereas SIMON wants to participate in ORGANITECH'S management, based on
its business experience and its interest in ORGANITECH'S success,
THEREFORE, THE SIDES HEREBY STATE AND AGREE AS FOLLOWS:
1. SIMON will participate in the everyday managing activities of
ORGANITECH.
2. The sides hereby agree that:
x. XXXXX commits to participate in ORGANITECH'S EVERYDAY management
activities.
x. XXXXX will dedicate all the necessary efforts needed and
requested by ORGANITECH, up to a limit of an average of 100 HOURS
PER MONTH.
The specific role of Simon, and the use of his efforts, will be
agreed from time to time by mutual accord between XX. XXXX XXXXXX
and SIMON.
c. ORGANITECH will compensate Simon for his efforts, as described
above, by committing to pay Simon the amount of US $ 4,000 PER
MONTH, starting from July 2003.
x. XXXXX will have the right to ask for its remuneration in the
following conditions:
i) A monthly cash payment, only when ORGANITECH'S cash flow
will allow it.
ii) Until ORGANITECH'S cash-flow will allow it, the amounts will
be accumulated, and ORGANITECH will pay a quarterly interest
amount based in an annual rate of 5%
iii) Simon will have the right to request, at any time, the
exchange of the accumulated amount (including the
interests), for ORGANITECH USA INC. OPEN TRADE SHARES
(hereinafter: the "CALL OPTION").
iv) In this case, the price of the shares for the execution of
the CALL OPTION will be calculated as 75% OF THE AVERAGE
CLOSING PRICE OF THE LAST 3 (THREE) MONTHS before the date
of Simon's calling for the CALL OPTION.
3. SIMON and ORGANITECH agree that each of the parties will be allowed to
terminate this agreement with a 60 DAYS WRITTEN NOTICE to the other
party. In this case, the agreement will be terminated 60 days after
the written notice date (hereinafter: "TERMINATION DATE")
4. In case of termination of this MANAGEMENT FEE AGREEMENT, as said in
article 3 of this agreement, the parties will act as follows:
x. XXXXX will be allowed to execute its CALL OPTION for the total
accumulated amount (including interests) until the TERMINATION
DATE, OR
b. Organitech will pay Simon by the termination date the total
accumulated amount (including interests) in cash.
If the parties do not agree about which of those alternatives, it is
agreed that the debt (if there is any) will be split in half, so that
half of it will be paid in cash and half in shares.
In witness whereof, the parties hereto have duly executed this MANAGING FEE
AGREEMENT as of July 1, 2003
ORGANITECH U.S.A. INC. XXXXX XXXXXX
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XXXX XXXXXX, CEO XXXXX XXXXXX
