EXHIBIT NO. 10.2
MANAGEMENT AGREEMENTS WITH SOLYMAR, INC.,
XXXXXXXX XXXXXX, AND SERAMEX, INC.
MANAGEMENT CONTRACT AGREEMENT
This contract is drawn this 1st day of July, 1995, representing the agreement
entered into by and between GROUPMED INTERNATIONAL, Inc., a Nevada
corporation, and/or its nominee, (hereinafter referred to as GMII) and
SOLYMAR, INC., a Nevada corporation, and/or its nominee, (hereinafter
referred to as SOLYMAR).
It is hereby agreed to as follows:
1. TERM OF AGREEMENT. GMII hereby agrees to contract the annual
management services of SOLYMAR for a time certain, beginning JULY 1, 1995 and
concluding JULY 1, 1996. The management services provided by SOLYMAR to GMII
shall be renewed, and re-negotiated if necessary, not later than July 1,
1996, so as to continue the effectiveness of the annual management contract
of SOLYMAR. The management contract shall be approved by the Board of
Directors of GMII at a properly noticed Board Meeting convened for said purpose.
2. SCOPE OF MANAGEMENT. SOLYMAR shall provide and render to GMII the
necessary services to conduct the business of GMII. The services provided by
SOLYMAR to GMII shall be consistent with the duties incidental to
the Presidency and Member of the Board of a corporation and those of an
Executive Officer of said corporation. In addition, SOLYMAR may, from time to
time, be called upon by the Board of Directors to perform similar duties that
will enhance the business of GMII.
3. COMPENSATION. SOLYMAR shall be compensated for its services to GMII,
and under the terms and conditions of this management contract as follows:
(a) Compensation. GMII shall pay to SOLYMAR a monthly base amount of EIGHT
THOUSAND, TWO HUNDRED FIFTY dollars ($8250) beginning 7/1/95. SOLYMAR
shall be responsible for the filing of all required tax documents in
regards to its corporate income, as well as all applicable federal
filings. SOLYMAR shall be entitled to receive an annual ten percent (10%)
salary increase, if said increase is in compliance with the terms and
conditions of Rule 15c2-11, if applicable, and the Articles of
Incorporation of GMII.
(b) Stock Benefit Plan Compensation. SOLYMAR shall be eligible to receive
awards through the GMII Board approved Incentive and Stock Award Plan. The
awards presented include stock options, restricted stock, restricted stock
units payable in GMII common stock or cash, and other stock-based awards
more particularly detailed within the GMII approved Board minutes
regarding such matters.
MANAGEMENT CONTRACT AGREEMENT - GMII/SOLYMAR
Page 2 of 4
(c) Bonus Compensation. SOLYMAR, in addition to the monthly
compensation base amount, is eligible to participate in GMII's
subjective bonus plan, as reflected within the GMII approved Board
minutes regarding such matters. SOLYMAR, in addition to the above
compensation, will receive five percent (5%) of the net profits of GMII
for five years. This net profit bonus is not subject to termination. This
bonus compensation may be increased a minimum of one percent (1%) per
year, to a maximum of an additional three percent (3%) per year by the
Board of Directors for superior quality of service and financial
performance.
4. EXPENSES/REIMBURSEMENTS. SOLYMAR is authorized to incur reasonable
expenses as it relates to the business of GMII, including but not limited to
the expenses of entertainment and travel, and phone use. As detailed within
the GMII approved Board minutes regarding expense reimbursement, upon
presentation of expenses made by SOLYMAR, GMII shall reimburse SOLYMAR for
the same.
5. CORPORATE ALLOWANCES.
(a) AUTOMOBILE ALLOWANCE. A corporate automobile allowance of
$500.00 per month shall be received by SOLYMAR.
(b) HEALTH/LIFE INSURANCE. At such time when the corporation arranges for
health and life insurance coverage, XXXXXX X. XXXXX, a designated
employee of SOLYMAR, shall receive said coverage.
6. TERMINATION. Except as otherwise provided herein, this agreement
shall terminate upon the expiration of this management contract, or upon the
death of XXXXXX X. XXXXX, a designated EMPLOYEE OF SOLYMAR. Should
termination occur, for whatever reason, GMII shall remunerate to SOLYMAR or
its nominee, or heirs, as the case may be, with respect of all rights which
shall accrue prior or subsequent to termination.
7. TERMINATION FOR CAUSE. GMII shall have the right to terminate SOLYMAR
"for cause", in which event continued compensation and benefits shall cease.
Termination "for cause" shall be determined in good faith by the Board of
Directors of GMII and shall require a vote of not less than 75% of said
Directors. Board of Director Termination "for cause" shall be effective
immediately upon written notification being provided to SOLYMAR.
MANAGEMENT CONTRACT AGREEMENT - GMII/SOLYMAR
PAGE 3 of 4
(a) Definition of "CAUSE". For purposes of this management contract, the
term "Cause" shall be strictly interpreted to:
(i) any material act of dishonesty by SOLYMAR's designated employee,
Xxxxxx X. Xxxxx against GMII;
(ii) willful or gross negligence of the performance of SOLYMAR's
designated employee, XXXXXX X. XXXXX as it relates to her duties
as an executive officer of GMII;
(iii) material breach by SOLYMAR's designated employee, XXXXXX X. XXXXX of
this management contract;
(iv) misconduct by SOLYMAR's designated employee, XXXXXX X. XXXXX, which
results in substantial adverse effect of the business of GMII.
8. DISABILITY. In the event that SOLYMAR's designated employee, Xxxxxx
X. Xxxxx, becomes permanently disabled during the term of this management
contract, then he shall continue in the services of GMII, but SOLYMAR's
compensation hereunder shall be reduced to the amount of monthly base
compensation then in effect, (Item 3 herein) which compensation shall be
reduced by any amounts received from worker's compensation, social security,
disability programs, etc.
9. GENERAL PROVISIONS. Any NOTICE to be given herewith by either party
to the other shall be in writing, and may be effected either by personal
delivery or by facsimile, private courier, or certified mail, return receipt
requested. Mailed notices shall be addressed to the parties at the addresses
set forth below. Parties may change the notice address by supplying to the
other party written notification of the change of address. Notices delivered
personally shall be deemed communicated upon receipt; however, facsimiles,
private courier deliveries, or mailed notices shall be deemed communicated as
of one day after faxing, delivery to a private courier or mailing.
XXXXXX X. XXXXX GROUPMED, INTERNATIONAL, INC.
0000 Xxxxxxx Xxxx 0000 Xxxxx Xxxxx Xx., #X
Xxxxxx, Xxxxxxxxxx 00000 Xxxxxx, Xxxxxxxxxx 00000
000-000-0000 000-000-0000
(a) Partial Invalidity of this Management Contract. Should any portion
of this management contract agreement be held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions
thereof, shall nevertheless continue in full force without being impaired or
invalidated in any way.
MANAGEMENT CONTRACT AGREEMENT - GMII/SOLYMAR
Page 4 of 4
(b) Jurisdiction. This management contract agreement shall be governed
by the laws and statutes and construed in accordance with the laws of the
State of Nevada.
(c) Assignment. This management contract agreement shall inure to the
benefit of and bind the parties hereto, and their respective legal
representatives, successors and assigns.
DATED this _________ day of ___________________, 199_.
IN WITNESS THEREOF, the parties have executed this Management Contract
Agreement.
GROUPMED, INTERNATIONAL INC., by SOLYMAR, INC., by
________________________ _________________________________
THIS AGREEMENT IS SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS OF
GROUPMED INTERNATIONAL, INC., AND LEGAL COUNSEL FOR THE GROUPMED
INTERNATIONAL CORPORATION.
WITH SIGNATURES OF THE PRESIDENT AND SECRETARY OF GMII AFFIXED BELOW AND THE
IMPRINTMENT OF THE CORPORATE SEAL, AS WELL AS THE SIGNATURE OF CORPORATE
COUNSEL, THIS CONTRACT HAS BEEN APPROVED BY THE BOARD OF DIRECTORS FOR
GROUPMED INTERNATIONAL, INC. PURSUANT TO THE TERMS AND CONDITIONS PROVIDED
HEREIN.
__________________________________ ___________________________________
GROUPMED INTERNATIONAL, INC. CORPORATE LEGAL COUNSEL FOR GMII
BY PRESIDENT XXX XXXXX
ATTEST:
______________________________________
GROUPMED INTERNATIONAL, INC.
BY SECRETARY XXXXXXXX XXXXXX
(SEAL)
CONSULTING CONTRACT AGREEMENT
This contract is drawn this 1st day of July, 1995, representing the
agreement entered into by and between GROUPMED INTERNATIONAL, INC., a Nevada
corporation, and/or its nominee, (hereinafter referred to as GMII) and
XXXXXXXX XXXXXX, and/or his nominee, (hereinafter referred to as XXXXXX).
It is hereby agreed to as follows:
1. TERM OF AGREEMENT. GMII hereby agrees to contract the annual
management services of XXXXXX for a time certain, beginning July 1, 1995 and
concluding July 1, 1996. The management services provided by XXXXXX to GMII
shall be renewed, and re-negotiated if necessary, not later than July 1,
1996, so as to continue the effectiveness of the annual consulting contract
of XXXXXX. The consulting contract shall be approved by the Board of
Directors of GMII at a properly noticed Board Meeting convened for said
purpose.
2. SCOPE OF CONSULTATION. XXXXXX shall provide and render to GMII the
necessary services to conduct the business of GMII, including but not limited
to the outline defined within Exhibit A, attached hereto, and by this
referenced incorporated as a permanent part of this MANAGEMENT consulting
contract agreement. The services provided by XXXXXX to GMII shall be
consistent with the duties incidental to a executive officer and member of the
Board of a corporation. In addition, XXXXXX may, from time to time, be called
upon by the Board of Directors to perform similar duties that will enhance
the business of GMII.
3. COMPENSATION. XXXXXX shall be compensated for its services to GMII,
and under the terms and conditions of this consulting contract as follows:
(a) Compensation. GMII shall pay to XXXXXX a monthly base amount of FIVE
THOUSAND Dollars ($5,000) beginning 7/1/95. XXXXXX shall be responsible for
the filing of all required tax documents in regards to its corporate
income, (if applicable) as well as all applicable federal filings. XXXXXX
shall be eligible to receive a minimum annual ten percent (10%) salary
increase, if said increase is in compliance with the terms and conditions
of Rule 15c2-11, if applicable, and the Articles of Incorporation of GMII,
and approved by the Board of Directors.
(b) Stock Benefit Plan Compensation. XXXXXX shall be eligible to receive
awards through the GMII Board approved Incentive and Stock Award Plan. The
awards presented include stock options, restricted stock, restricted stock
units payable in GMII common stock or cash, and other stock-based awards
more particularly detailed within the GMII approved Board minutes
regarding such matters.
CONSULTING CONTRACT AGREEMENT - GMII/XXXXXX
Page 2 of 4
(c) Bonus Compensation. XXXXXX, in addition to the monthly compensation
base amount, is eligible to participate in GMII's subjective bonus plan,
as reflected within the GMII approved Board minutes regarding such matters.
As it specifically relates to GMIX, XXXXXX, in addition to the above
compensation, will receive two percent (2%) of the net profits
(after taxes) of GMIX for five years. This bonus compensation may be
increased a minimum of one percent (1%) per year, to a maximum of an
additional three percent (3%) per year by the Board of Directors for
superior quality of service and financial performance.
4. EXPENSES/REIMBURSEMENTS. XXXXXX is authorized to incur reasonable
expenses as it relates to the business of GMII, including but not limited to
the expenses of entertainment and travel, and phone use. As detailed within
the GMII approved Board minutes regarding expense reimbursement, upon
presentation of expenses made by SERAMEX, GMII shall reimburse XXXXXX for the
same.
5. CORPORATE ALLOWANCES.
(a) AUTOMOBILE ALLOWANCE. A corporate automobile allowance of
$500.00 per month shall be received by XXXXXX.
(b) HEALTH/LIFE INSURANCE. At such time when the corporation arranges for
health and life insurance coverage, XXXXXXXX XXXXXX, a designated
individual, shall receive said coverage.
6. TERMINATION. Except as otherwise provided herein, this agreement
shall terminate upon the expiration of this management contract, or upon the
death of XXXXXXXX XXXXXX, a designated individual. Should termination occur,
for whatever reason, GMII shall remunerate to XXXXXX or its nominee, or
heirs, as the case may be, with respect of all rights which shall accrue
prior or subsequent to termination.
7. TERMINATION FOR CAUSE. GMII shall have the right to terminate XXXXXX
"for cause", in which event continued compensation and benefits shall cease.
Termination "for cause" shall be determined in good faith by the Board of
Directors of GMII and shall require a vote of not less than 75% of said
Directors. Board of Director Termination "for cause" shall be effective
immediately upon written notification being provided to XXXXXX.
CONSULTING CONTRACT AGREEMENT - GMII/XXXXXX
PAGE 3 of 4
(a) Definition of "CAUSE". For purposes of this consulting contract, the
term "Cause" shall be strictly interpreted to:
(i) any material act of dishonesty by XXXXXX'x designated employee,
XXXXXXXX XXXXXX against GMII;
(ii) willful or gross negligence of the performance of XXXXXX'x designated
employee, XXXXXXXX XXXXXX as it relates to her duties as a consultant
to GMII;
(iii) material breach by XXXXXX'x designated employee, XXXXXXXX XXXXXX of
this consulting contract;
(iv) misconduct by XXXXXX'x designated employee, XXXXXXXX XXXXXX, which
results in substantial adverse effect of the business of GMII.
8. DISABILITY. In the event that XXXXXX'x designated employee, XXXXXXXX
XXXXXX, becomes permanently disabled during the term of this consulting
contract, then she shall continue in the services of GMII, but XXXXXX'x
compensation hereunder shall be reduced to the amount of monthly base
compensation then in effect, (Item 3 herein) which compensation shall be
reduced by any amounts received from worker's compensation, social security,
disability programs, etc.
9. GENERAL PROVISIONS. Any notice to be given herewith by either party
to the other shall be in writing, and may be effected either by personal
delivery or by facsimile, private courier, or certified mail, return receipt
requested. Mailed notices shall be addressed to the parties at the addresses
set forth below. Parties may change the notice address by supplying to the
other party written notification of the change of address. Notices delivered
personally shall be deemed communicated upon receipt; however, facsimiles,
private courier deliveries, or mailed notices shall be deemed communicated as
of one day after faxing, delivery to a private courier or mailing.
XXXXXXXX XXXXXX GROUPMED INTERNATIONAL, INC.
ADDRESS TO BE SUPPLIED 0000 Xxxxx Xxxxx Xx., #X
Xxxxxx, Xxxxxxxxxx 00000 Xxxxxx, Xxxxxxxxxx 00000
000-000-0000 000-000-0000
(a) Partial Invalidity of this Consulting Contract. Should any portion
of this consulting contract agreement be held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions
thereof, shall nevertheless continue in full force without being impaired or
invalidated in any way.
MANAGEMENT CONTRACT AGREEMENT - GMII/XXXXXX
Page 4 of 4
(b) Jurisdiction. This management contract agreement shall be governed
by the laws and statutes and construed in accordance with the laws of the
State of Nevada.
(c) Assignment. This management contract agreement shall inure to the
benefit of and bind the parties hereto, and their respective legal
representatives, successors and assigns.
DATED this ________ day of _______, 199__.
IN WITNESS THEREOF, the parties have executed this Management Contract
Agreement.
GROUPMED, INTERNATIONAL INC., by XXXXXXXX XXXXXX, by
________________________________ ____________________________
THIS AGREEMENT IS SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS OF
GROUPMED INTERNATIONAL, INC., AND LEGAL COUNSEL FOR THE GROUPMED
INTERNATIONAL CORPORATION.
WITH SIGNATURES OF THE PRESIDENT AND SECRETARY OF GMII AFFIXED BELOW AND THE
IMPRINTMENT OF THE CORPORATE SEAL, AS WELL AS THE SIGNATURE OF CORPORATE
COUNSEL, THIS CONTRACT HAS BEEN APPROVED BY THE BOARD OF DIRECTORS FOR
GROUPMED INTERNATIONAL, INC. PURSUANT TO THE TERMS AND CONDITIONS PROVIDED
HEREIN.
____________________________ ______________________________
GROUPMED INTERNATIONAL, INC. CORPORATE LEGAL COUNSEL FOR GMII
BY PRESIDENT XXX XXXXX
ATTEST:
_________________________________
GROUPMED INTERNATIONAL, INC.
BY SECRETARY XXXXXXXX XXXXXX
(SEAL)
EXHIBIT "A"
TO BE ATTACHED TO MANAGEMENT
CONTRACT AGREEMENT PROPOSAL
GMII - XXXXXXXX XXXXXX XXXXXX
XXXXXXXX XXXXXX JOB DESCRIPTION
__________________________________________________________________________
DUTIES
Implement policy as established by the Board of Directors of GroupMed
International, Inc. (GMI)
Oversee the direction of all activities with regard to the operation of
GroupMed International subsidiaries, namely GMI-Mexico, and affiliated
companies, namely MHCC and TelMed.
Provide a liaison between the GMI Board and the GMI-Mexico Board, as well as
with the Medical Advisory Board and the Medical Director of the GroupMed-Las
Americas Hospital.
Establish, Monitor and Report to the GMI Board an acceptable policy of
Financial and Productivity standards for the effective control and efficient
utilization of GMI's subsidiaries and affiliates material, financial and
human resources.
Develop, per GMI Board policy, new enterprises or ventures which further
enhance the value of GMI's activities, assets and businesses.
CONSULTING CONTRACT AGREEMENT
This contract is drawn this 1st day of July, 1995, representing the agreement
entered into by and between GROUPMED INTERNATIONAL, INC., a Nevada
corporation, and/or its nominee, (hereinafter referred to as GMII) and
SERAMEX, INC., and/or its nominee, (hereinafter referred to as SERAMEX).
It is hereby agreed to as follows:
1. TERM OF AGREEMENT. GMII hereby agrees to contract the annual
consulting services of SERAMEX for a time certain, beginning July 1, 1995 and
concluding July 1, 1996. The consulting services provided by SERAMEX to GMII
shall be renewed, and renegotiated if necessary, not later than July 1,
1996, so as to continue the effectiveness of the annual consulting contract
of SERAMEX. The consulting contract shall be approved by the Board of
Directors of GMII at a properly noticed Board Meeting convened for said
purpose.
2. SCOPE OF CONSULTATION. SERAMEX shall provide and render to GMII the
necessary services to conduct the business of GMII, including but not limited
to the outline defined within Exhibit A, attached hereto, and by this
referenced incorporated as a permanent part of this consulting contract
agreement. The services provided by SERAMEX to GMII shall be consistent with
the duties incidental to a consultant to the Board of a corporation. In
addition, SERAMEX may, from time to time, be called upon by the Board of
Directors to perform similar duties that will enhance the business of GMII.
3. COMPENSATION. SERAMEX shall be compensated for its services to GMII,
and under the terms and conditions of this consulting contract as follows:
(a) Compensation. GMII shall pay to SERAMEX a monthly base amount of FOUR
THOUSAND Dollars ($4,000) beginning 7/1/95. SERAMEX shall be responsible
for the filing of all required tax documents in regards to its corporate
income, as well as all applicable federal filings. SERAMEX shall be
eligible to receive a minimum annual ten percent (10%) salary increase, if
said increase is in compliance with the terms and conditions of
Rule 15c2-11, if applicable, and the Articles of Incorporation of GMII,
and approved by the Board of Directors.
(b) Stock Benefit Plan Compensation. SERAMEX shall be eligible to receive
awards through the GMII Board approved Incentive and Stock Award Plan. The
awards presented include stock options, restricted stock, restricted stock
units payable in GMII common stock or cash, and other stock-based awards
more particularly detailed within the GMII approved Board minutes
regarding such matters.
CONSULTING CONTRACT AGREEMENT - GMII/SERAMEX
Page 2 of 4
(c) Bonus Compensation. SERAMEX, in addition to the monthly compensation
base amount, is eligible to participate in GMII's subjective bonus plan,
as reflected within the GMII approved Board minutes regarding such
matters. As it specifically relates to GMIX, SERAMEX, in addition to the
above compensation, will receive two percent (2%) of the net profits
(after taxes) of GMIX for five years. This bonus compensation may be
increased a minimum of one percent (1%) per year, to a maximum of an
additional three percent (3%) per year by the Board of Directors for
superior quality of service and financial performance.
4. EXPENSES/REIMBURSEMENTS. SERAMEX is authorized to incur reasonable
expenses as it relates to the business of GMII, including but not limited to
the expenses of entertainment and travel, and phone use. As detailed within
the GMII approved Board minutes regarding expense reimbursement, upon
presentation of expenses made by SERAMEX, GMII shall reimburse SERAMEX for
the same.
5. CORPORATE ALLOWANCES.
(a) HEALTH/LIFE INSURANCE At such time when the corporation
arranges for health and life insurance coverage, XXXXX XXXXXXXXX, a
designated employee of SERAMEX, shall receive said coverage.
6. TERMINATION. Except as otherwise provided herein, this agreement
shall terminate upon the expiration of this management contract, or upon the
death of XXXXX XXXXXXXXX, a designated employee of SERAMEX. Should
termination occur, for whatever reason, GMII shall remunerate to SERAMEX or
its nominee, or heirs, as the case may be, with respect of all rights which
shall accrue prior or subsequent to termination.
7. TERMINATION FOR CAUSE. GMII shall have the right to terminate SERAMEX
"for cause", in which event continued compensation and benefits shall cease.
Termination "for cause" shall be determined in good faith by the Board of
Directors of GMII and shall require a vote of not less than 75% of said
Directors. Board of Director Termination "for cause" shall be effective
immediately upon written notification being provided to SERAMEX.
CONSULTING CONTRACT AGREEMENT - GMII/SERAMEX
PAGE 3 of 4
(a) Definition of "CAUSE". For purposes of this consulting contract, the
term "Cause" shall be strictly interpreted to:
(i) any material act of dishonesty by SERAMEX's designated employee,
XXXXX XXXXXXXXX against GMII;
(ii) willful or gross negligence of the performance of SERAMEX's
designated employee, XXXXX XXXXXXXXX as it relates to her duties as
a consultant to GMII;
(iii) material breach by SERAMEX's designated employee, XXXXX XXXXXXXXX of
this consulting contract;
(iv) misconduct by SERAMEX's designated employee, XXXXX XXXXXXXXX, which
results in substantial adverse effect of the business of GMII.
8. DISABILITY. In the event that SERAMEX's designated employee, XXXXX
XXXXXXXXX, becomes permanently disabled during the term of this consulting
contract, then she shall continue in the services of GMII, but SERAMEX's
compensation hereunder shall be reduced to the amount of monthly base
compensation then in effect, (Item 3 herein) which compensation shall be
reduced by any amounts received from worker's compensation, social security,
disability programs, etc.
9. GENERAL PROVISIONS. Any notice to be given herewith by either party
to the other shall be in writing, and may be effected either by personal
delivery or by facsimile, private courier, or certified mail, return receipt
requested. Mailed notices shall be addressed to the parties at the addresses
set forth below. Parties may change the notice address by supplying to the
other party written notification of the change of address. Notices delivered
personally shall be deemed communicated upon receipt; however, facsimiles,
private courier deliveries, or mailed notices shall be deemed communicated as
of one day after faxing, delivery to a private courier or mailing.
SERAMEX, INC. GROUPMED INTERNATIONAL, INC.
0000 Xxxxxxx Xxxx 0000 Xxxxx Xxxxx Xx., #X
Xxxxxx, Xxxxxxxxxx 00000 Xxxxxx, Xxxxxxxxxx 00000
000-000-0000 000-000-0000
(a) Partial Invalidity of this Consulting Contract. Should any portion
of this consulting contract agreement be held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions
thereof, shall nevertheless continue in full force without being impaired or
invalidated in any way.
CONSULTING CONTRACT AGREEMENT - GMII/SERAMEX
Page 4 of 4
(b) Jurisdiction. This consulting contract agreement shall be governed by
the laws and statutes and construed in accordance with the laws of the State
of Nevada.
(c) Assignment. This consulting contract agreement shall inure to the
benefit of and bind the parties hereto, and their respective legal
representatives, successors and assigns.
DATED this ____________ day of _____________, 199_.
IN WITNESS THEREOF, the parties have executed this Consulting Contract
Agreement.
GROUPMED, INTERNATIONAL INC., by SERAMEX, INC., by
________________________________ _________________________
THIS AGREEMENT IS SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS OF
GROUPMED INTERNATIONAL, INC., AND LEGAL COUNSEL FOR THE GROUPMED
INTERNATIONAL CORPORATION.
WITH SIGNATURES OF THE PRESIDENT AND SECRETARY OF GMII AFFIXED BELOW AND THE
IMPRINTMENT OF THE CORPORATE SEAL, AS WELL AS THE SIGNATURE OF CORPORATE
COUNSEL, THIS CONTRACT HAS BEEN APPROVED BY THE BOARD OF DIRECTORS FOR
GROUPMED INTERNATIONAL, INC. PURSUANT TO THE TERMS AND CONDITIONS PROVIDED
HEREIN.
____________________________ ________________________________
GROUPMED INTERNATIONAL, INC. CORPORATE LEGAL COUNSEL FOR GMII
BY PRESIDENT XXX XXXXX
ATTEST:
_________________________________________
GROUPMED INTERNATIONAL, INC.
BY SECRETARY XXXXXXXX XXXXXX
(SEAL)
EXHIBIT "A"
TO BE ATTACHED TO MANAGEMENT
CONTRACT AGREEMENT PROPOSAL
GMII - SERAMEX, INC.
Duties:
Implement appropriate and updated GroupMed International, Inc. {"GMII"}
Business Plan(s) for the Board of Directors review and approval as new assets
are acquired, or as otherwise needed.
In addition, develop and design similar Business Plan document(s) to include
all GMII's subsidiaries, both domestic and international. As of this
writing, projected Mexican subsidiaries are GroupMed International de Mexico,
S.A. de C.V., TelMed de Mexico (sic), Tierra de Mexico (sic), EMM de Mexico
(sic), and CBMI de Mexico (sic). It is anticipated that each international
entity will have a corresponding U.S. corporation.
Provide liaison among GMII subsidiaries and the GMII Chairman of the Board,
as required.
Specifically, as it pertains to Hospital Las Americas, develop and maintain
"new business" recommendations for GMII Board approval, to increase
profitability of facility.
Communicate with Management personnel in all subsidiaries to ensure and
enhance cohesive and effective interactive selling adeptness.
Recommend for development, per GMII Board policy, the availability of new
business opportunities which could further enhance GMII's assets.
