MANAGEMENT AGREEMENT
THIS AGREEMENT made as of the 30th day of September, 1997
BETWEEN:
UNITED TRI-STAR RESOURCES LTD., a body corporate with
an office in the City of Toronto in the Province of
Ontario (herein called "UTS")
OF THE FIRST PART
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NATIONAL ENTERPRISES INC., a body corporate with an
office in the City of Toronto in the Province of
Ontario (herein called the "Company")
OF THE SECOND PART
WHEREAS the Company desires that certain management and administrative services
be provided to it by UTS and UTS has agreed to provide such services on all the
terms and conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the respective
covenants of the parties hereto as hereinafter set forth, the parties hereto
agree as follows:
1. UTS shall provide the Company with such business and management services as
the Company may require in Canada, such services to include, without limitation,
office accommodation, secretarial, accounting and financial services,
shareholder relations services, maintenance of all corporate records,
correspondence with third parties relating to the Company's business, arranging
for required audits, taxation filings and the preparation of such reports and
statements as the Company may be required to file with the applicable stock
exchanges, superintendents of brokers, securities commissions and other
regulatory bodies.
2. The Company shall pay to UTS the sum of five thousand ($5,000) (Canadian) per
month as a management fee for the services rendered to it hereunder for the
period January 1, 1997 to April 30, 1997 and $10,000 per month thereafter. The
management fee shall be due and payable in advance on the first day of each
month.
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3. In addition, the Company shall pay all normal business expenses incurred by
UTS or its representatives in the performance of the duties of UTS hereunder
including, without limitation, all normal travel expenses of UTS'
representatives.
4. This Agreement may be terminated by either party in any year by giving at
least three (3) months notice in writing.
5. The management fee payable hereunder shall be re-negotiated and reasonably
adjusted each year on the anniversary date of this agreement, to reflect the
increased or decreased level of services required by the Company to be provided,
as the case may be, and to account for the increase or decrease, as the case may
be, in the cost of the services so provided by UTS.
6. The address of the parties for notices hereunder shall be:
UTS: 300, 00 Xxxxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx X0X 0X0
the Company: 300, 00 Xxxxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Either party hereto may from time to time change its address for notices by
giving notice thereof to the other party hereto.
7. This agreement shall not be assignable without the consent in writing of the
other party hereto.
8. This agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF the parties hereto have executed and delivered this agreement
as of the day and year first above written.
NATIONAL ENTERPRISES INC. UNITED TRI-STAR RESOURCES LTD.
Per: /s/ Xxxxxxx Xxxxx-Riedenstein Per: /s/ X. Xxxxxxxx Deacon
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Xxxxxxx Xxxxx-Riedenstein X. Xxxxxxxx Deacon, President & CEO
Chairman, President and CEO
Per: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Executive Vice President
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