CONTRACT FOR MANAGEMENT SERVICES
Exhibit
10.1
July
15,
2006
CONTRACT
FOR MANAGEMENT SERVICES
Between
L.M.S Livorno Management Services Ltd. an Israeli corporation
(the
“Company”),
and
B&D
Food Corp., a Delaware corporation
(“B&D”)
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Since
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B
& D desires to hire management services from the
Company,
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And
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The
Company agrees to provide B&D these management services,
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And
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Xx.
Xxxxx Arbell and Xx. Xxxxx Xxxxx were nominated as CEO and CFO of
B&D
on January 2006,
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And
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Xx.
Xxxxxx Xxxxxx and Xx. Xxxxxxx Xxxxxx serve as the President and Vice
President of B&D as from January
2006,
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And
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Xx.
Xxxxx Arbell and Xx. Xxxxx Xxxxx are Israeli citizens and Xx. Xxxxxx
Xxxxxx and Xx. Xxxxxxx Xxxxxx are considered as Israeli residents
for tax
purposes in Israel for the year 2006, and all of them are employees
of the
Company (the “Employees”)
since its foundation,
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And
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The
Company has agreed that the Employees will continue to serve in the
positions they hold in B&D,
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The
parties hereby agree to the following:
1. Scope
of Services
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The
Company will provide B&D with management services, rendered by the
Employees in their positions in
B&D.
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2.
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Fees
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In
consideration to the management services provided by the Company
in 2006,
B&D agrees to:
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| a. |
Pay
$650,000 to the Company.
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| b. |
In
case B&D will make a major acquisition - Issue 250,000 equal shares of
B&D to each of its mentioned employees at the 31 of December of each
year (Major Acquisition - an
act whereas B&D acquires a company producing no less then 5 mm $ in
EBIT in the previous year).
|
| c. |
Pay
annual bonuses to each and every of its mentioned employees in the
amount
of 2.5% of the total yearly EBIT (EBIT - earnings before interest
and
taxes and is calculated as net income plus interest expense plus
tax
expense).
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|
It
is hereby clarified that the above amount is to be paid for management
services for the period from January to December of 2006. Any prior
payments that were made by B&D directly to the employees (except those
that are proven to be an expenses reimbursement) in the past will
be
considered as payments for this agreement and will be deducted from
the
above amount.
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3.
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Termination
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In
the event B&D wishes to terminate one or all of the employees’
employment, B&D will be responsible to pay all the fees detailed in
article 7 to the employment agreement on which the employees, the
Company
and B&D signed.
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L.M.S
Livorno Management Services Ltd.
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B&D
Food Corp.
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