EXHIBIT 10
MANAGEMENT AGREEMENT
This Management Agreement (the "Agreement"), dated as of April
11, 2001 by and between Sonus Communication Holdings, Inc., a
Delaware corporation ("Sonus"), and QUADRANT MANAGEMENT, INC.
("Quadrant"), a Delaware general partnership ("Manager").
The parties hereto hereby agree as follows:
Section 1. Manager's Duties
(a) Based on the exercise of the best judgement of the
directors of Sonus, Sonus hereby grants to Manager,
subject only to any limitations imposed by applicable
law and the terms and conditions of this Agreement,
full management authority for all of the business
affairs and operations of Sonus.
(b) Manager, or any permitted assignee of Manager
hereunder, shall provide such management personnel, as
it shall, in its sole discretion, deem necessary or
desirable to perform Manager's duties hereunder.
(c) Manager shall, to the extent it deems advisable,
provide managerial, financial, insurance, sales and
marketing, legal and advisory services to, and assume
day-to-day operating control of the business
operations of Sonus. Manager will use its best
efforts to take such action, as it deems necessary to
conduct the business operations of Sonus in a prudent
manner.
(d) Manager may, from time to time, in its sole
discretion, assume and administer such other duties,
functions and responsibilities as may be assigned,
delegated or requested of it by Sonus's officers and
directors.
Section 2 Third Party Consultants
In fulfilling any or all of the duties and
responsibilities set forth herein, or which may
otherwise be requested of Manger or which may arise
within the scope of Manager's duties and
responsibilities hereunder, Manager may utilize the
assistance and expertise of such consultants,
accountants, lawyers, engineers, specialists and
other third party services as it may reasonably deem
necessary or advisable, including third parties that
may be related to Manage or its affiliate's, so long
as the fees of such related consultants are charged
on an arm's-length basis. All costs or expenses
incurred or arising as a result of such third party
services, utilized on behalf of Sonus or any of its
subsidiaries, as the case may be, shall be for the
account of, and shall be paid by, Sonus; provided,
however, that the consent of Sonus shall be required
for any individual cost or expense exceeding $10,000
for any month.
Section 3 Fees and Expenses
For the services rendered by Manager Sonus pursuant to and
during the term of the Agreement, Sonus agrees to pay
Manager a fee of one million (1,000,000) warrants with an
exercise price of $.01 per share. - Sonus also agrees to
reimburse Manager for any direct costs and expensed it may
incur in carrying out the terms of the Agreement. Such
costs and expensed will be calculated by Manager and
invoiced to Sonus on a quarterly basis. Reimbursement by
Sonus to Manager for such costs and expenses shall be due
within 30 days.
Section 4 Term of the Agreement
(a) The term of this Agreement shall be for a period
commencing on January 1, 2001, and ending on June
30, 2001 unless previously terminated by the parties
hereto in the manner provided herein. This
agreement may be renewed at the end of its' term for
another six month period, with mutual consent of
Sonus and Quadrant.
(b) The termination of this Agreement by either party
hereto shall not affect, restrict, diminish or
remove any rights, obligations or remedies held or
arising by either party under the terms of this
Agreement by either party hereto shall not affect,
restrict, diminish or remove any rights, obligations
or remedies held or arising by either party under
the terms of this Agreement up to and through the
effective date of termination hereof.
Section 5 Liability; Indemnification
(a) Manager and its officers, directors, employees,
affiliates and agents (collectively, the "Indemnitees") shall
have no liability to Sonus or any of its subsidiaries, or to
its shareholders, officers, directors, employees, affiliates
or agents, or to any third party, for any losses, liabilities,
obligations, fines, injunctions or other costs or expenses of
any kind, directly or indirectly, sustained, or incurred or
arising as a result of the Indemnitees, (or of any third party
retained by a result of the Indemnitees' (or of any third
party retained by or acting on behalf of Manager hereunder)
failure to act, failure to perform, failure to exercise a duty
of care of for any other cause or reason, except as may result
form Manager's criminal actions, willful misconduct or gross
negligence.
(b) Sonus shall indemnify, save and hold harmless the
Indemnitees from and against and reimburse the same with
respect to any obligation, liability, cost or damage,
including costs of defense and investigation (all of which
shall be paid from time to time upon request by the
Indemnitees, accompanied by a reasonably detailed explanation
thereof), directly or indirectly resulting from or relating
to the duties, actions and responsibilities of Manager or any
other party retained by or acting on behalf of Manager under
the terms of this Agreement or otherwise relating to such
party due to such party's actions ;or failure to act
hereunder; provided, however, that such indemnification shall
not be applicable to any obligation, liability, cost or dame
resulting from Manager's criminal actions, willful misconduct
or gross negligence hereunder.
(c) Sonus shall include endorsements on all its
insurance policies, as Manger shall from time to time request
as additional insured thereunder. Manage shall be listed as
an additional insured by Sonus on all insurance coverage,
including corporate general liability insurance, maintained by
Sonus, in such amounts and with such provision and limitation
as Manager may reasonably deem acceptable for the adequate
protection of Manager.
(d) Manager shall indemnify, and hold harmless Sonus and
its shareholders, officer, directors, employees, affiliates
and agents, from and against and reimburse the same with
respect to any obligation, liability, cost or damage including
costs of defense and investigation (all of which shall be paid
from time to time upon the request of any of the foregoing,
accompanied by a reasonably detailed explanation thereof),
directly or indirectly resulting from or relating to the
criminal actions or willful misconduct of manger hereunder.
Section 6 Modification
Except as otherwise provided herein, neither this Agreement
nor any provision hereof may be modified, changed,
discharged, waived or terminated except by an instrument in
writing signed by the party against whom the enforcement of
any such modification, change, discharge, waiver or
termination is sought.
Section 7 Entire Agreement
This Agreement and the other writing refereed to herein or
deliver pursuant hereto which form a part hereof contain the
entire Agreement between the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous
arrangements or understanding with respect thereto.
Section 8 Notices
Any and all notices or demands hereunder shall be
in writing and shall be served either personally or by telex or
facsimile; when confirmed by immediate express courier. If
served personally, service shall be conclusively deemed made at
the time of service. Ids served by express courier, on receipt
thereof. Notices shall be addressed to the party at the address
set forth on the last page of this Agreement or such other
address as may hereafter be designated in writing by a party
hereto.
Section 9 Survival
The indemnifications granted under Section 5
above shall survive the termination or cancellation of this
Agreement and shall find and inure to the benefit of the parties
hereto, their successors and assigns.
Section 10 Successors and Assign
This agreement shall bind and inure to the
benefit of the parties hereto and their respective successors,
permitted assigns and representatives. This Agreement shall not
be assignable, in whole or in part, without the express written
consent of the whole or in part, without the express written
consent of the other party; provided, however, that this
provision hall in no way limit the right of Manage (a) to enlist
the assistance of, hire or retain on the behalf of Sonus
consultants, experts or other third parties in assisting it in
carrying out and administering Manager's duties and
responsibilities hereunder, or (b) to assign or transfer its
duties and responsibilities to another company which is wholly
or majority-owned or controlled by
(i) Manage or (ii) such persons as control Manager
Section 11 Relationship
The sole relationship existing between Sonus and
Manager shall be that as reflected under the terms of their
Agreement. This Agreement shall not be construed as creating
any partnership, joint operation or organization wherein the
parties hereto are deemed to be partners.
Section 12 Cooperation
The parties hereto agree to execute and deliver
from time to time such additional documents, instruments,
agreements, and other evidences of authority as may be necessary
or prudent to carry out the intent of this Agreement and the
transactions contemplated hereby.
Section 13 Amendments
This Agreement may be amended only in writing
executed by the parties hereto. Any amendment of this Agreement
shall be dated, and, where any conflict arises between the
provisions of said amendment and provisions incorporated in
earlier documents, the most recent provisions shall be
controlling.
Section 14 Waiver
Any party hereto may, in writing, waive any term,
covenant, condition or contingency for its benefit contained
herein, provided that no such waiver shall operate to waive any
other term, covenant, condition or contingency not expressly
included in such waiver. The waiver by any party hereto or any
breach or violation of any term, covenant or condition contained
herein shall not be deemed a waiver of any other breach or
violation thereof or of any other term, covenant, condition or
other provision hereof.
Section 15 Severability
Nothing contained in this Agreement shall be
construed so as to require the commission of any act contrary to
law, and wherever there is any conflict between any provision of
this Agreement and any present or future statute, law,
ordinance, or regulation contrary to which the parties hereto
have no legal right to contract, the latter shall prevail, but
in such event the provision of this Agreement affected thereby
shall be curtailed an limited only to the extent necessary to
bring it with the requirement of law, and all remaining
provisions of this Agreement shall remain in force and effect.
Section 16 Governing Law
The parties hereto agree that all questions as to
the validity, construction and performance of this Agreement
shall be governed and construed in accordance with the internal
laws of the State of New York, without giving effect to its
conflict of law provisions.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above dated.
SONUS COMMUNICATION HOLDINGS, INC.
By:
_____________________________________
Name:
Title:
QUADRANT MANAGEMENT, INC.
By:
_____________________________________
Name:
Title:
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