EXHIBIT 10.3
MANAGEMENT AND OFFICE SERVICES AGREEMENT
THIS AGREEMENT FOR MANAGEMENT AND OFFICE SERVICES (the "Agreement") is
entered into on September 1st, 2001 by and between GFC Ventures Corp., ("GFC"),
and Green Fusion Corporation, a Corporation ("Green Fusion").
1. RECITAL
This Agreement is entered into with reference to and in contemplation of
the following facts, circumstances and representations:
1.1 Green Fusion desires to engage the services of GFC to assist it with
respect to co-ordination of finances, due diligence, regulatory compliance,
administration, and business development in connection with the purchase House
of Brussels Holdings Ltd. ("House of Brussels") or another business venture and
to provide office premises and services.
1.2 GFC desires to provide such business management services to Green Fusion
as a contractor and pursuant to the terms and conditions set forth herein.
1.3 Green Fusion has entered into an agreement to purchase 100 percent of
the outstanding shares of GFC in exchange for 1,500,000 pre-split shares of
Green Fusion. This agreement has not been completed.
2. NATURE AND EXTENT OF MANAGEMENT SERVICES
2.1 Term of Agreement This Agreement shall be in effect until the purchase
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of GFC by Green Fusion is completed, or until one of the parties issues 30 days
written termination notice to the other party terminating this agreement.
2.2 Duties of GFC During the term of this Agreement, GFC shall provide
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co-ordination of finances, due diligence, regulatory compliance, administration,
and business development in connection with the purchase House of Brussels
Holdings Ltd. ("House of Brussels") or another business venture and to provide
office premises and services.
2.4 Duties of Green Fusion Green Fusion shall provide GFC, on a regular and
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timely basis, with all approved data and information about it, its subsidiaries,
its management, its products and services and its operations as shall be
reasonably requested by GFC, and shall advise GFC of any facts which would
affect the accuracy of any data and information previously supplied pursuant to
this paragraph.
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2.5 Compensation In consideration of entering into this Agreement, Green
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Fusion agrees to
a) reimburse, at cost, all expenses incurred by GFC in its normal operation
to perform the tasks assigned to it by Green Fusion, which includes salary and
consultant's fees, rent, general office expenses and direct expenses incurred
for the benefit of Green Fusion.
b) reimburse, at cost, all expenses incurred by GFC from July 1, 2001 to
August 31, 2001 that GFC incurred for the benefit of Green Fusion, which
includes salary and consultant's fees, rent, general office expenses and direct
expenses.
All amounts advanced from GFC to the House of Brussels, under the Letter of
Intent signed by GFC and House of Brussels, are hereby assigned to Green Fusion
upon the signing of this agreement in consideration of Green Fusion assuming the
liability of the short-term loan that GFC incurred to obtain the funds.
2.6 Nondisclosure of Information GFC agrees that it will not at any time,
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in any fashion, form or manner, either directly or indirectly, divulge, disclose
or communicate to any person, firm or corporation, in any manner whatsoever, any
information of any kind, nature or description concerning any matters affecting
or relating to the business of Green Fusion.
2.7 Assignment of Agreement Due to the personal nature of the services to
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be rendered by GFC, this Agreement may not be assigned by GFC without the prior
written consent of Green Fusion.
3. CO-OPERATION, ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY FEES
3.1 Co-operation of Parties The parties further agree that they will do all
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things necessary to accomplish and facilitate the purpose of this Agreement and
that they will sign and execute any and all documents necessary to bring about
and prefect the purposes of this Agreement.
3.2 Arbitration The parties hereby submit all controversies, claims, and
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matters of difference arising out of this Agreement to arbitration in the
Province of BritishColumbia, according to the rules and practices of the
Canadian Arbitration Association. This submission and agreement to arbitrate
shall be specifically enforceable. The Agreement shall further be governed by
the laws of British Columbia.
3.3 Interpretation of Agreement The parties agree that should any provision
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of this Agreement be found to be ambiguous in any way, such ambiguity shall not
be resolved by construing such provisions or any part of or the entire
Agreement in favour of or against any party herein, but rather by construing the
terms of this
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Agreement fairly and reasonably in accordance with their generally
accepted meaning.
3.4 Modification of Agreement This Agreement may be amended or modified in
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any way and at any time by an instrument in writing, signed by each of the
parties hereto, stating the manner in which it is amended or modified. Any such
writing amending or modifying of this Agreement shall be attached to and kept
with this Agreement.
3.5 Legal Fees If any legal action or any arbitration or other proceeding
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is brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with any of the
provisions of the Agreement, the successful or prevailing party shall be
entitled to recover reasonable legal fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.
3.6 Entire Agreement This Agreement constitutes the entire Agreement and
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understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
cancelled by this Agreement.
3.7 Counterparts This Agreement may be signed in one or more counterparts.
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3.8 Facsimile Transmission Signatures A signature received pursuant to a
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facsimile transmission shall be sufficient to bind a party to this Agreement.
DATED this 1st day of September, 2001.
/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxxxx
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L. Xxxx Xxxxxxx, President Xxxx Xxxxxxxx, Controller
Green Fusion Corporation GFC Ventures Corp.
