BUSINESS AND MANAGEMENT SERVICES AGREEMENT
1
This
Agreement is dated for reference the 7th
day of
February, 2007, and is made between:
Xxxxxxx
Management Corporation (“HAMCO”)
Suite
315, 185 - 000 Xxxxx Xxxxxx
Xxxxxxxx,
X.X., Xxxxxx X0X 0X0
And:
PAX
BIOFUELS INC. (“PAX”)
6
Xxxxxxx
Xxxxxxx Xxxxxx, 00000 Xxxxxxxx, Xxxxxx
WHEREAS
"PAX"
is in
the process of developing a biodiesel production facility in
Serbia;
AND
WHEREAS“HAMCO”
has agreed to provide the Business and Management Services specified in this
Agreement to “PAX”
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), "PAX" and “HAMCO” agree as follows:
| 1. |
SCOPE
OF BUSINESS AND MANAGEMENT
SERVICES
|
|
1.1
|
“HAMCO”
will provide the services of Xxxx Xxxxxx Xxxxxxx, C.A. to carry out
the
following functions:
|
|
1.1.1
|
Service
as the President of “PAX”.
|
| 1.1.2 |
Service
as Compliance Officer for “PAX” as
required.
|
|
1.1.3
|
Assumption
of specific senior executive roles within the projects of “PAX” as defined
by “PAX”.
|
|
1.1.4
|
Directing
the management of the investments of
“PAX.
|
|
1.1.5
|
Leading
the negotiation and implementation of acquisitions by
“PAX”.
|
|
1.1.6
|
Provision
of management, professional and technical expertise in support of
the
development and operation of the biodiesel project. These services
are to
include:
|
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, and/or joint ventures
as required from time to time
| 1.1.7 |
Directing
the promotional and marketing efforts of the project
|
2
| 2. |
REPORTING
RELATIONSHIP
|
“HAMCO”
will be responsible to and will only accept instructions from the Chairman
of
The Board of PAX for carrying out the functions defined in Clause 1.1 above.
| 3. |
SERVICE
REMUNERATION
|
“HAMCO”
will be remunerated for the services referred to in Clause 1.1 above on the
following basis:
|
3.1
|
“PAX”
will pay to “HAMCO” on a monthly basis a monthly retainer fee of $ 6,500
Cdn. at the beginning of each and every month during the term of
this
Agreement.
|
| 3.2 |
“HAMCO”
will be entitled to participate in any management bonus pool created
by
“PAX” for superior operating results.
|
| 4. |
TERM
OF AGREEMENT
|
|
4.1
|
This
Agreement will commence on the 7th day of February, 2007 and will
be
effective until the 31st day of January, 2010, except under the condition
whereby “HAMCO” is unable to supply the services referred to in Clause 1
on behalf of “HAMCO” for a continuous period of time which exceeds 30 days
due to illness, accident or unavoidable circumstances beyond its
control,
in which event the contract may be terminated at the discretion of
"PAX"
upon the provision of 30 days notice in
writing.
|
|
4.2
|
Upon
the mutual agreement of “HAMCO” and "PAX", this Agreement between “HAMCO”
and “PAX” may be extended for a further period of time according to the
same or appropriately amended terms and
conditions.
|
|
4.3
|
This
Agreement may be terminated by either party upon 90 days written
receipt
of notice.
|
| 5. |
BUSINESS
EXPENSES
|
As
appropriate, “PAX” will reimburse “HAMCO” for all expenses incurred by “HAMCO”,
its Officers, employees or subcontractors in respect to the business activities
of “PAX” upon presentation of an invoice accompanied by suitable proof of having
incurred the expenses, and of approval having been granted for the expenses
by
“PAX”.
|
6.
|
BENEFIT
PLANS
|
Whereas
“PAX” provides certain benefit programmes for its personnel, Xxxx Xxxxxx
Xxxxxxx, C.A. will be entitled to participate in these programmes.
| 7. |
ASSIGNMENT
OF AGREEMENTS
|
No
Agreements between "PAX" and “HAMCO” may be assigned without the express
approval in writing of all the parties above.
| 8. |
APPLICABLE
LEGAL JURISDICTIONS
|
|
8.1
|
The
laws of British Columbia will apply in respect of this
Agreement.
|
3
| 9. |
EXECUTION
OF THE INTENT OF THIS
AGREEMENT
|
|
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.
|
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.
Per:
X.
Xxxxxx, Director and Authorized Signatory
Xxxxxxx
Management Corporation
Per:
X.
X.
Xxxxxxx, C.A.
President
