MANAGEMENT AGREEMENT
AGREEMENT made between Oxford Capital Corporation, a Nevada corporation
with its principal place of business 0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000,
Xxxxxx, Xxxxx 00000 (herein called "Manager") and United Staffing Corporation
located at 0000 XX Xxxx Xxxx., Xxxxxxxxx, Xxxxxx 00000 (herein called
"Subsidiary").
WHEREAS, Manager is a holding company, publicly held; and
WHEREAS, it is the desire of Manager to control the operation of its
subsidiary.
IT IS THEREFORE AGREED:
Subsidiary hereby grants to the Manager, the exclusive right to manage its
operation as may from time to time be necessary for the subsidiary to carry out
its business of staff leasing.
The term of this Agreement shall be for a period of five (5) years from the
date herein unless terminated as follows.
a. The Subsidiary is sold to a third party
b. The subsidiary becomes insolvent
c. By a 30 day written notice between the parties
Commencing on August 1, 1997 the Subsidiary shall pay the greater of .3496
as claims reserves, times workers compensation wages plus .7206/100 of workers
compensation wages plus a fee of $6,250.00 (Six Thousand Two Hundred and Fifty)
monthly for claim handling. The Subsidiary is to pay 1.3 times its incurred
losses plus expenses if the incurred plus expenses times 1.3 exceeds the total
claims reserve.
Manager will provide such services as requested by the Board of Directors
and/or officers of subsidiary from time to time during the period of this
agreement.
Governing Law: This Agreement shall be construed and interpreted under the
laws of the State of Texas.
IN WITNESS WHEREOF, the parties have signed and affixed their corporate
seals to this Agreement the day and year first above written.
ATTEST: OXFORD CAPITAL CORP.
-------------------------- By:
----------------------------------
UNITED STAFFING CORP.
-------------------------- By:
----------------------------------
