MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (this "Agreement") is dated as of the 1st day of
August, 1998, by and among CHANCELLOR ASSET MANAGEMENT, INC., a Delaware
corporation ("CAM") and M.R.B. Inc., a Georgia corporation d/b/a "Tomahawk Truck
and Trailer Sales", Tomahawk Truck & Trailer Sale, Inc., a Florida corporation,
Tomahawk Truck & Trailer Sales of Virginia, Inc. a Virginia corporation, and
Tomahawk Truck & Trailer Sales of Missouri, Inc. a Missouri corporation
(collectively "MRB" or the "Companies").
WITNESSETH:
WHEREAS, MRB desires to obtain the benefits of the knowledge and expertise
of the executive, managerial, financial and operational personnel of CAM to
assist MRB in its business, and
WHEREAS, CAM is willing to so provide the assistance desired by MRB on the
terms and conditions herein provided.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows:
1. Services. During the term of this Agreement, CAM shall (a) provide and
make available to MRB general advice and assistance with respect to MRB's used
transportation equipment retail and wholesale business ("Used Equipment
Business"), upon reasonable advance notice from MRB, (b) refer to MRB all
opportunities and leads relating to the Used Equipment Business (collectively,
the "Services"), c) to assist in negotiating and arranging financing, upon which
MRB is dependent, that will extend current inventory financing lines of
credit with current financing institutions and identify and negotiate with
prospective financing sources to provide additional much needed increases in
inventory and floor planning lines of credit, and d) provide CAM's expertise in
general financial, accounting, business development, and information systems
that has been identified by MRB as currently lacking in the MRB organization.
Nothing herein contained shall be deemed in any way to obligate CAM to add to or
maintain beyond its general needs any personnel, facilities or equipment.
2. Consideration. In consideration of CAM's provision of the Services, MRB
assigns to CAM all rights to MRB's Gross Revenues and Net Profits for the period
from August 1, 1998 through the termination date of this agreement as set forth
below. For purposes of this Agreement, Net Profits are defined as all Gross
Revenues earned less the cost of revenues and the operating expenses as
determined in accordance with generally accepted accounting principles. The
assignment of such Gross Revenues Net Profits is not deemed in any way to
obligate CAM in regards to any and all liabilities incurred by MRB and in no way
indemnifies MRB, its management or shareholders from liabilities incurred as a
result of CAM performing the Services.
3. Term. This Agreement shall continue in full force and effect until such
time that either party mutually agrees to terminate this Agreement upon
reasonable notification.
4. Miscellaneous.
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a) Nothing contained herein shall negate or lessen or in any way effect or
reduce the representations and warranties and indemnifications of the respective
parties in any future agreements.
b) Neither this Agreement nor any term, covenant, condition or other
provision hereof may be changed, waived, discharged or terminated except by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
c) This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the Commonwealth of Massachusetts.
d) This Agreement may be executed in several identical counterparts, each of
which when executed by the parties hereto and delivered shall be an original,
but all of which together shall constitute a single instrument. In making proof
of this Agreement, it shall not be necessary to produce or account for more than
one such counterpart.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as an instrument under seal as of the date first written.
M.R.B, INC.
By: /s/ X. Xxx Brookings_
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Name: X. Xxx Brookings
Title: President
CHANCELLOR ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxxx
Title: President
