Exhibit 10.5
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BUSINESS AND MANAGEMENT SERVICES AGREEMENT
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This Agreement is dated for reference the 8th day of December, 2000 and is made
between:
SHANGRI-LA MANAGEMENT LIMITED ("SML")
235 - 0000 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx, X.X., Xxxxxx
And:
CONDOR CAPITAL, INC. ("CONDOR")
Suite 127 - 0000 X. Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000 - 6705
WHEREAS "CONDOR" is in the process of creating a strategic high technology
investment business;
AND WHEREAS "SML" has agreed to provide the Business and Management Services
specified in this Agreement to "CONDOR" and its related parties;
NOW THEREFORE in consideration of the covenants contained in this Agreement and
other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged), "CONDOR" and "SML" agree as follows:
1. SCOPE OF BUSINESS AND MANAGEMENT SERVICES
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1.1 "SML" will provide the services of Xxxx Xxxxxx Xxxxxxx, C.A. to carry out
the following functions:
1.1.1 Service as a Director on the Board of Directors of any or all of
the public and private companies affiliated with "CONDOR" and any
of their subsidiary or joint venture activities, at the request
of "CONDOR".
1.1.2 Service as Officer's of those entities as required.
1.1.3 Assumption of specific senior executive roles within any of the
companies or subsidiary and joint venture operations in
accordance with the requirements of their respective Boards of
Directors or as defined by the Chairman of "CONDOR".
1.1.4 Maintaining corporate filings and contacts between the various
public companies and regulatory authorities, financial
institutions, lawyers, auditors and market makers as applicable.
1.1.5 Management of corporate operations and investments.
1.1.6 Representation of the companies in the management and direction
of projects undertaken and investments made.
1.1.7 Identification and analysis of potential investment opportunities
on behalf of "CONDOR".
1.1.8 Negotiation and implementation of acquisitions and/or equity
participations on behalf of the companies.
1.1.9 Provision of management, professional and technical expertise in
support of the development and operation of the companies and
their subsidiary or joint venture operations. These services are
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assistance in defining business objectives, policies,
organization structure, staffing requirements, business
strategies, short and medium term operating plans and budgets and
their operating and control systems and procedures
identification of new business opportunities; negotiation of
acquisitions and joint venture participations; implementation of
acquisitions, mergers, joint ventures, technology transfer
projects and corporate restructurings as required from time to
time
1.1.10 Sourcing of funding from both public and private sources on an as
required basis.
2. REPORTING RELATIONSHIP
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"SML" will be responsible to and will only accept instructions from the
Board of Directors for carrying out the functions defined in Clause 1.1
above. Xx. Xxxxxxx will be appointed as a Director of CONDOR and all of
the companies related to and affiliated with CONDOR and will initially
be appointed as the Chief Financial Officer for each of those
organizations.
3. SERVICE REMUNERATION
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"SML" will be remunerated for the services referred to in Clause 1.1
above on the following basis:
3.1 "CONDOR" and/or its affiliated entities will pay to "SML" a
monthly fee in U.S. currency of $ 5,000 on the first of each and
every month during the first six months of the term of this
Agreement with the said management fee to be revised at the end
of the six month period.
3.2 "SML" will be entitled to participate in any management bonus
pool created by the Board of Directors of any of the companies to
compensate management personnel for superior operating results
that exceed the originally budgeted annual profit targets for
them.
3.3 "SML" will be provided a parking space, office facilities and
will be entitled to participate in any employee benefit programs
instituted by CONDOR.
3.4 "SML" will be entitled to a four week period each year during
which it is not required to provide the services of XXXXXXX.
3.5 XXXXXXX will be provided with Director's Liability insurance
coverage for each entity of which he is a Director in connection
with Condor's business activities.
4. SHARE AND PROFIT PARTICIPATION
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4.1 "CONDOR" will provide "SML" or its nominee with fair and
appropriate equity or profit participation in their future
investments, projects or joint ventures which "SML" has helped to
identify or successfully complete. The participation in each
instance will be negotiated on a case by case basis
5. TERM OF AGREEMENT
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5.1 This Agreement will be effective from the 1st day of September,
2000 and will be effective until the 1st day of August, 2003,
except under the condition whereby "SML" is unable to supply the
services referred to in Clause 1 on behalf of "SML" for a
continuous period of time which exceeds four (4) months due to
illness, accident or unavoidable circumstances beyond its
control, in which event the contract may be terminated at the
discretion of "CONDOR" upon the provision of three (3) months
notice in writing.
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5.2 Upon the mutual agreement of "SML" and "CONDOR", this Agreement
between "SML" and any one of "CONDOR" or other related entities
may be extended for a further period of time according to the
same or appropriately amended terms and conditions.
5.3 This Agreement may be terminated by "SML" upon three (3) months
notice in writing and by "CONDOR " only upon payment of the
remaining term of the contract outstanding or one year's fees, as
documented in Clause 3.1 above, whichever is the greater.
6. BUSINESS EXPENSES
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As appropriate, "CONDOR" will reimburse "SML" for all expenses incurred
by "SML", its Officers, employees or subcontractors in respect to the
business activities of "CONDOR" upon presentation of an invoice
accompanied by suitable proof of having incurred the expenses, and of
prior approval having been granted for the expenses by "CONDOR".
7. ASSIGNMENT OF AGREEMENTS
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No Agreements between "CONDOR" and "SML" may be assigned without the
express approval in writing of all the parties above.
8. APPLICABLE LEGAL JURISDICTIONS
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8.1 The laws of the United States of America will apply in respect of
this Agreement.
9. EXECUTION OF THE INTENT OF THIS AGREEMENT
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9.1 The signatories hereto shall execute and deliver any documents
and perform any acts necessary to carry out the intent of this
Agreement.
9.2 Time is of the essence of this Agreement.
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This Agreement enures to the benefit of, and is binding upon the signatories
hereto and their heirs, successors, executors, administrators and permitted
assigns.
In witness whereof the parties have executed this Agreement as of the day and
year first above written.
CONDOR CAPITAL, INC.
Per:
/S/ Xxx X. Xxxx
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Director
/S/ XX Xxxxx
---------------------------- Date: 08 Dec 2000
Witness
SHANGRI-LA MANAGEMENT LIMITED
Per:
X.X. Xxxxxxx
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Director
/S/ XX Xxxxx
---------------------------- Date: 08 Dec 2000
Witness
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