EXHIBIT 1
MANAGEMENT AGREEMENT
THIS AGREEMENT, dated for reference the 1st day of February 2002 (the "reference
date").
BETWEEN:
Explore, Technologies Inc., a company incorporated in the State of Nevada and
having its principal place of business at Xxxxx 000, 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX X0X 0X0.
("'Company")
AND:
EuroCapital Holdings A.V.V. a company incorporated in the Netherlands Antilles
and having its principal place of business at 7 Xxxxxxx de Xxxxxxxxxx, X.X. Xxx
000, Xxxxxxx, Xxxxxxxxxxx Antilles.
("Manager")
WITNESSES THAT:
(A) Company and Manager wish to enter into a management contract whereby
Manager shall perform certain services on the terms and conditions set
forth in this Agreement.
NOW THEREFORE in consideration of the mutual promises and covenants herein
contained, the parties hereby covenant and agree as follows:
GENERAL TERMS AND CONDITIONS
1. The overall day-to-day management of the business and affairs of
Explore Technologies Inc. shall be vested in EuroCapital who shall be
the Manager and who shall be responsible for conducting the ordinary
and usual business affairs of the Company under the direction of the
President and the Board of Directors as more fully set out herein, and
as limited by this agreement.
2. EuroCapital hereby undertakes to carry out the following services:
a. To process, administer and effect all payments on behalf of the
Company.
b. To take legal advise when necessary.
c. To locate merger prospects.
d. To deal with creditors.
e. To collect all fees.
f. To deal with accountants and lawyers and instruct them according
to the requirements of the SEC.
g. To carry out due diligence in respect of any potential merger or
acquisition and advise the President and Board accordingly.
3. No act shall be taken, sum expended, decision made or obligation
incurred by the manager with respect to matters within the scope of
any major decisions ("Major Decisions") as enumerated below unless
such Major Decision has been approved by the President. The major
decisions shall be:
a. The acquisition of any item in excess of US$10,000.00
b. The sale of any asset of the Company.
c. Placing any encumbrances on the assets of the Company.
d. Approving budgets for the operation of the projects from time to
time.
e. Determining the maximum and minimum working capital requirements.
f. Adjusting, settling or compromising of any claim, obligation of
debt, demand, suit or judgment against the Project.
RECORDS AND ACCOUNTING
1. EuroCapital shall maintain true and current accounts, books and records
according to generally accepted accounting principles.
2. All transactions, payments and deposits will be available for scrutiny by
both parties.
3. EuroCapital shall submit interim financial statements pertaining to the
operations of the Company on a regular basis, which shall be audited by the
Company's auditors.
4. Undertake the accounting of all incoming and outgoing money.
5. Shall undertake to issue news releases as necessary, to file documents
required by the SEC and file the 10Q with Xxxxx.
THE TERM
This agreement shall be effective from the date of signing hereof and shall
continue for a term of 10 months.
CONSIDERATION
The parties agree that the remuneration for this contract shall be the sum of
US$120,000 to be paid at the commencement of the contract.
COMPANY: EXPLORE TECHNOLOGIES, INC. CONSULTANT: EUROCAPITAL HOLDINGS A.V.V.
By: /s/ Xxx Xxx By: /s/ Xxxxx X. Xxxxxxx
------------------------------------- --------------------------------------
Name: Xxx Xxx Name: EuroCapital Holdings A.V.V.
Title: President Title: Dutch Antilles Management N.V.
Managing Director
Date: February 1, 2002 Date: February 1, 2002
