Exhibit 10.13
Management Agreement with Xx. Xxxxx
27
MANAGEMENT AGREEMENT
THIS AGREEMENT, dated as of the 6th day of October, 1998, by and between Capital
Reserve Corporation, a Colorado corporation (the "Company"), and Xxxx Xxxxx, an
individual (the "Consultant").
WHEREAS, the Consultant has experience and expertise in the financial industry
and corporate management; and
WHEREAS, the Consultant is a member of the Company's board of directors; and
WHEREAS, the Company desires to secure the services and employment of the
Consultant on behalf of the Company immediately and the Consultant is willing to
perform services as a Consultant to the Company until the Consultant's
employment with the Company shall be terminated in accordance with the terms of
this Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements of the parties contained herein, the parties hereto agree as
follows:
1. EMPLOYMENT CONDITIONS. The Company agrees to employ the Consultant as
its President and Chairman of the Board of Directors, and the
Consultant agrees to accept such employment, on the terms provided in
this Agreement.
2. DUTIES AND RESPONSIBILITIES.
a) During the term of this Agreement, the Consultant shall serve
as Chairman of the Board of Directors of the Company and,
additionally, as President of the Company.
b) The Consultant shall provide office space and necessary office
equipment to the Company as part of Consultant's services.
c) The Consultant, in all capacities, shall report to the Board
of Directors of the Company.
d) The Consultant shall perform those duties and
responsibilities, commensurate with the Consultant's skills
and experience, and as designated by the Board of Directors of
the Company.
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e) During the Employment Term, the Consultant agrees to devote
such time and attention to the business and affairs of the
Company as the Consultant deems necessary and to use the
Consultant's best efforts to perform faithfully and
efficiently such responsibilities.
3. TERM OF AGREEMENT. The Consultant's services shall be available to the
Company from October 6, 1998, until terminated by the Consultant or the
Company.
4. WHERE SERVICES ARE TO BE PERFORMED. The Consultant's services will be
performed at the Consultant's offices and the Consulting Fee, as
defined in Section 5, shall include any charges for the use of the
office space and associated equipment. The Consultant may perform
services at such other places that are appropriate and are mutually
agreed to by Consultant and the Company.
5. COMPENSATION. The Company will pay the Consultant a consulting fee of
Five Thousand United States dollars (US$5,000) per month (the
"Consulting Fee"). The Consulting Fee shall be payable at the end of
each month in which the Consultant furnishes services pursuant to this
Agreement.
6. PER DIEM EXPENSES; REIMBURSEMENT OF TRAVEL EXPENSES. The Company will
reimburse the Consultant for reasonable expenses incurred by the
Consultant pursuant to this Agreement, including expenses for travel
required in connection with the furnishing of services under this
Agreement. Reimbursement of expenses shall be made on the basis of
itemized statements submitted by the Consultant and including, whenever
possible, actual bills, receipts, or other evidence of expenditures.
7. CONSULTANT AN INDEPENDENT CONTRACTOR. The Consultant will furnish the
Consultant's services as an independent contractor and not as an
employee of the Company or of any company affiliated with the Company.
No representation will be made by either party to anyone that the
Consultant is other than an independent contractor. The Consultant is
not entitled to any medical coverage, life insurance, participation in
the Company's savings plan, or other benefits afforded to the Company's
regular employees, or those of the Company's affiliated companies.
Xxxxx Management Agreement - page 2 ----- -----
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8. CONSULTANT NOT TO ENGAGE IN CONFLICTING ACTIVITIES. During the time of
this Agreement, the Consultant will not enter into any activity,
employment, or business arrangement that conflicts with the Company's
interests or the Consultant's obligations under this Agreement. In view
of the sensitive nature of the Consultant's status, the Company or the
Consultant shall have the option of terminating this Agreement at any
time if a conflict of interest exists or is imminent. The Consultant
will advise the Company of the Consultant's position with respect to
any activity, employment, or business arrangement contemplated by the
Consultant that may be relevant to this Paragraph. For this purpose,
the Consultant agrees to disclose any such plans to the Company prior
to implementation.
9. PROPRIETARY AND CONFIDENTIAL INFORMATION. The Consultant will treat as
proprietary and confidential any information belonging to the Company,
the Company's affiliated companies, or any third parties, disclosed to
Consultant in the course of the Consultant's services. The Consultant
shall not disclose or transfer any such information to any other person
or entity without the Company's prior approval. Any documents or
information otherwise provided to the Consultant shall be returned to
the Company upon termination of this Agreement.
10. INSIDE INFORMATION--SECURITIES LAWS VIOLATIONS. In the course of the
performance of the Consultant's duties, it is expected that the
Consultant will receive information that is considered material inside
information within the meaning and intent of the federal securities
laws, rules, and regulations. The Consultant will not disclose this
information, directly or indirectly, or use such information as a basis
for advice to any other party concerning any decision to buy, sell, or
otherwise deal in the Company's securities or those of any of the
Company's affiliated companies.
11. NONASSIGNABILITY; SUCCESSORS. This Agreement is personal and,
notwithstanding anything contained in this Agreement, neither this
Agreement nor any right or interest of the Consultant hereunder shall
be subject to voluntary or involuntary alienation, assignment or
transfer, without the Company's prior written consent. This Agreement
shall inure to the benefit of and be binding upon the Company and its
successors.
Xxxxx Management Agreement - page 3 ----- -----
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12. ENTIRE AGREEMENT; SEVERABILITY. This Agreement constitutes the entire
agreement between the parties hereto in respect of the employment of
Xxxx Xxxxx, the "Consultant", by the Company and supersedes any and all
other written, implied or oral agreements and understandings with
respect to the subject matter of this Agreement. The provisions herein
shall be regarded as severable. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the
remaining terms or provisions of this Agreement in any other
jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable or invalid, such provision shall be interpreted to be
only so broad as is enforceable and valid.
13. WARRANTY THAT AGREEMENT DOES NOT CONTEMPLATE CORRUPT
PRACTICES--DOMESTIC OR FOREIGN. Consultant represents and warrants that
(a) all payments under this Agreement constitute compensation for
services performed and (b) this Agreement and all payments, and the use
of the payments by Consultant, do not and shall not constitute an
offer, payment, or promise, or authorization of payment of any money or
gift to an official or political party of, or candidate for political
office in, any jurisdiction within or outside the United States. These
payments may not be used to influence any act or decision of an
official, party, or candidate in his, her, or its official capacity, or
to induce such official, party, or candidate to use his, her, or its
influence with a government to affect or influence any act or decision
of such government to assist Client in obtaining, retaining, or
directing business to Client or any person or other corporate entity.
As used in this Paragraph, the term "official" means any officer or
employee of a government, or any person acting in an official capacity
for or on behalf of any government; the term "government" includes any
department, agency, or instrumentality of a government.
14. GOVERNING LAW. The validity, construction, performance and enforcement
of this Agreement shall be governed by the laws of the State of
Colorado.
15. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered in
person or sent by certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to Company: #00-0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Xxxxxx
Xxxxx Management Agreement - page 4 ----- -----
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If to Consultant: #00-0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Xxxxxx
or to such other addresses as the party to whom notice is to be given
may, from time to time, designate in writing delivered in a like
manner; provided that notices of changes of address shall be effective
only upon receipt thereof. Notice given by mail as set forth above
shall be deemed delivered on the fifth day following the date the same
is postmarked.
16. MODIFICATION AND WAIVERS. No provision of this Agreement may be
modified, altered or amended except by an instrument in writing that is
executed by the parties hereto and makes specific reference to this
Agreement. No waiver by either party hereto of any breach by the other
party hereto of any provision of this Agreement shall be deemed a
waiver of any other provision of this Agreement. No failure by either
party to enforce any provision of this Agreement shall be deemed a
waiver of the right to subsequently enforce any provision of this
Agreement.
17. HEADINGS. The headings contained herein are solely for the purpose of
reference, are not part of this Agreement and shall not in any way
affect the meaning or interpretation of this Agreement.
18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
19. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, the breach thereof or the transactions contemplated
hereby shall be settled by binding arbitration in Denver, Colorado in
accordance with the then prevailing rules of the American Arbitration
Association and judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction. The prevailing party in
any such matter shall also be entitled to an award of reasonable
attorneys' fees and costs.
Xxxxx Management Agreement - page 5 ----- -----
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
authority of its Board of Directors, and the Consultant has hereunto set his
hand, the day and year first above written.
"Company"
CAPITAL RESERVE CORPORATION,
a Nevada Corporation
By:/s/XXXX XXXXX
Xxxx Xxxxx, Director
"Consultant"
/s/XXXX XXXXX
Xxxx Xxxxx
Xxxxx Management Agreement - page 6
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Exhibit 27
Financial Data Schedule
34
