EXHIBIT 10
MANAGEMENT AGREEMENT
THIS AGREEMENT made effective June 20, 1998.
BETWEEN:
ZSTAR ENTERPRISES, INC.. a body corporate, duly
incorporated under the business corporation act of
the State of Nevada, having its head office
situated at 0000 Xxxx 00xx Xxxxxx, Xxxxxxxxx,
X.X., Xxxxxx
(hereinafter called the "Corporation")
OF THE FIRST PART
AND:
JOIST MANAGEMENT LTD. a body corporate, having its
head office situated at 0000 Xxx Xxx Xxxxx, Xxxx
Xxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx
(hereinafter called the "Manager")
OF THE SECOND PART
WHEREAS:
A. The Corporation requires the services of an administrator/manager to
fulfill the day-to-day responsibilities imposed on the Corporation; and
B. The Manager has agreed to act as administrator/manager of the
Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the
premises, the mutual covenants and agreements herein contained the parties
hereto hereby agree as follows:
1. The Corporation hereby agrees to retain the services of the Manager.
2. The retention of the Manager shall be for a period of one (1) year
commencing June 1, 1998, and continuing thereafter from year to year unless
and until terminated as hereinafter provided.
3. The Manager shall serve the Corporation and any subsidiaries from time
to time owned by the Corporation in such capacity or capacities and shall
perform such duties and exercise such powers as may from time to time be
determined by Resolution of the Board of Directors of Corporation.
4. Notwithstanding the control vested in the Board of Directors with respect
to the activities of the Manager, the Manager shall have from the date of
commencement of this Agreement, the authority and responsibility to deal with
the following subject matters:
a. maintaining the services of professionals for the purpose of reviewing all
prospects introduced to the Corporation for investment or participation;
b. selecting on the basis of evaluations provided by professionals after
consideration of the risk factors involved, suitable properties for
acquisition and participation;
c. negotiating for and obtaining the services of operators for the
Corporation's prospects, or if the Corporation is the operator,
negotiating for and obtaining the services of professionals;
d. conducting on-site inspections of all projects undertaken by the
Corporation;
e. arranging for and securing financing for the Corporation as may be
permitted by regulatory bodies;
f. arranging for timely disclosure of all material facts in the affairs of
the Corporation;
g. arranging for the collection of all receivables and revenue to be obtained
by the Corporation;
h. establishing and maintaining suitable banking relations;
I. ENSURING THE MAINTENANCE OF PROPER ACCOUNTING RECORDS AND COMPILING
MONTHLY STATEMENTS OF THE SOURCE AND APPLICATION OF FUNDS;
j. arranging for payment of all payables of the Corporation and/or any
subsidiaries;
k. perusing and replying to all corporate inquiries and correspondence;
l. securing and obtaining for the benefit of the Corporation competent tax
advice, legal advice and services and accounting services; and
m. all such other duties as may be imposed upon the Manager from time to time
due to the nature of the Corporation's business.
5. The remuneration of the Manager for its services hereunder shall be at
the rate of USD$10,000.00 per month (together with any such increments
thereto as the Board of Directors of the Corporation may from time to time)
inclusive of all administrative, office, traveling and out-of-pocket expenses
actually and properly incurred by it in connection with its duties hereunder.
6. Any notice required or permitted to be given hereunder to the Manager or
to the Corporation shall be given by registered mail, postage prepaid,
addressed to the Manager or the Corporation at their respective registered
offices from time to time in existence. Any notice mailed as aforesaid
shall be deemed to have been received by the Addressee on the second business
day following the date of mailing.
7. This Agreement may be terminated:
a. by the Manager on five (5) days written notice to the Corporation; or
b. by the Corporation on five (5) days written notice to the Manager.
8. The provisions of this Agreement shall be governed by and interpreted in
accordance with the laws of Hong Kong.
IN WITNESS WHEREOF, the parties hereto have hereto caused these presents to be
executed, as of the day and year first above written.
S/ Xxxx Xxxx s/ Xxxx Xxxxx Ho
----------------------------- -----------------------------
Joist Management Ltd. Zstar Enterprises, Inc.
[LETTERHEAD]
LYNX
INTERNET AND MARKETING
Page 1 of 2
WEB DEVELOPMENT AND HOSTING AGREEMENT
Oct 15, 1998
Zstar Enterprises Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
TERMS & CONDITIONS OF PROPOSED PROJECT - APEX HOLIDAYS
1. Applicable taxes upon invoicing. All prices are subject to change.
2. 50% of total project sum as deposit is required for the job to proceed.
Remaining balance is required prior to job completion. Please make cheque
payable to "LYNX INTERNET.
3. All deposits are non-refundable.
4. Client is responsible for payments charge by the InterNIC. (InterNIC, the
US Domain Authority, will invoice your organization separately for the
annual fee for domain name maintenance of US$35 per year (ongoing). They
collect the first two years payment, US$70, in advance. There are no other
costs or charges to reserve your domain.)
5. Under no circumstances, shall LYNX INTERNET be liable for any direct,
indirect lost or damages from any interruptions, lost of contents, email or
files deletion, errors, viruses or lost of data, whether or not limited to
acts of God, communications/hardware/equipment failure, theft, destruction
or unauthorized access to LYNX INTERNET's facilities.
6. All custom programs that Lynx developed are owned by Lynx Internet. No
alternation or modification is allowed without Lynx's permission.
7. Lynx reserved the right to terminate the right to use our programs. Such
circumstances may include termination of contract, network abuse.
8. All prices quoted in this proposal valid for 30 days since the proposal
preparation date.
9. By signing the contract, the client agrees to the terms and conditions
mentioned above and the "Policy Agreement for Internet Users" below.
POLICY AGREEMENT FOR INTERNET USERS
I. User Accounts
1. User accounts on LYNX INTERNET arc to be used by the person in whose name
the account created. Business accounts are to be used only by the members
of the group or organization named by the account Exceptions will only be
accepted with the authorization by LYNX INTERNET.
2. All accounts are granted subject to compliance with this policy statement.
3. The Administration of LYNX INTERNET reserves the right to remove any
account from this system without giving notice of intention to do so. Any
account balance will be refunded according to the guidelines m item 4
below.
4. Full or partial refunds may be requested subjected to the following
circumstances: "account holder has not successfully make use of the LYNX
INTERNET account within a period of five (5) working days (must be verified
by our technical staff).
5. No refunds are given with reasons other then the above circumstances
mentioned at section 4.
6. All account termination must be confirmed with a written confirmation from
the account holder, with full account information including login name,
password, and account holder's address. Confirmation letter must be
received by LYNX INTERNET before the due date of the account via fax, mail,
or email format.
7. Any bank charges incurred by LYNX INTERNET because of NSF cheques or
similar circumstances will be charged back to the member's account along
with a service charge of $25.
II. Unauthorized Use of Facilities
1. LYNX network system may not be used to harass any member, non-member, or
system operator.
2. No member of this system shall use the system to encourage facilitate, or
engage illegal activities.
3. Members shall make use of LYNX INTERNET services in a manner which will not
interfere with reasonable use by other members.
4. Line Camping - When a user has established a dialup connection to our
network but is not performing any meaningful activity, they are classified
as `camping out" and is not permitted. This applies to all business and
personal accounts. Every user is expected to make very effort to read
messages offline, LYNX INTERNET has the right to determine on it's own
whether a user is camping out on the lines. Accounts found guilty of line
camping out will be immediately suspended without notice, and without
refund.
5. Account Sharing and Multiple Logins Account sharing is when two or more
users share either a personal or business account. Multiple logins are when
two or more users arc logged into an account simultaneously. Users are
responsible for maintaining the secrecy of their passwords. If a user
suspects that someone may know his/her password, he/she should change the
password immediately and notify.
6. LYNX INTERNET. Once LYNX INTERNET detects there arc users sharing their
account or multiple logins, these accounts will be suspended without notice
and without refund.
WITHOUT LIMITING THE GENERALITY OF THE ABOVE, THE FOLLOWING ARE SAME EXAMPLES OF
THE UNAUTHORIZED USE OF FACILITIES
1. Attempting to circumvent security systems on any facility, or the use of a
computer account without authorization;
2. Developing or using programs that harass other users of the Facilities or
that damage the software or hardware components of the Facility and placing
any destructive or nuisance programs such as a virus in the Facilities;
3 Using the Facilities, particularly electronic mail and bulletin boards to
send fraudulent, harassing or obscene messages;
4. Transmitting commercial or personal advertisements, solicitations or
promotions using the Facilities:
5. Unless authorized by the Administration, reading, obtaining copies of or
modifying data files, programs or passwords belonging to other computer
users without the permission of those other computer users;
6. Breaching the terms and conditions of a software licensing agreement to
which LYNX INTERNET is a party.
III. Penalties
1. Persons found to have used the Facilities for unauthorized use or who have
misused the Facilities are subject to legal action in accordance with
applicable policies and collective agreements.
2. Failure to comply with these guidelines may result in account termination.
IV. Changes In This Policy
This policy statement is subject to change without notice.
/s/ Xxxxxx Xxx
Project Manager
Lynx Internet & Marketing
/s/ Xxxx Xxxxx Ho
President
Zstar Enterprises Inc.
