MANAGEMENT AGREEMENT
--------------------
THIS AGREEMENT made effective the 1st day of August 2002.
AMONG:
NORTHWORKS INC., a Yukon company
(the "Company")
ON THE FIRST PART
AND:
PEMCORP MANAGEMENT INC., a British Columbia company
("Pemcorp")
ON THE SECOND PART
WHEREAS:
A. Pemcorp is in the business of providing corporate finance, management
and administrative consulting services to private and public
companies; and
B. the Company wishes to engage Pemcorp and Pemcorp has agreed to be
engaged to provide such services to the Company in accordance with the
terms and conditions of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants herein contained, the parties hereto agree as follows:
1. Engagement of Manager
-----------------------
The Company hereby engages Pemcorp to provide, corporate finance, management and
administrative services to the Company as required by the Company from time to
time. Pemcorp hereby accepts the engagement as manager and agrees to faithfully
serve the Company and use its best efforts to satisfy the company's requirements
for the services described above in a timely and efficient manner.
2. Scope of Authority
--------------------
Pemcorp shall not have authority to enter into contracts as agent for the
Company in the ordinary course.
3. Use of Information
--------------------
Pemcorp agrees that it;
a) shall use its commercially reasonable best efforts to promote the interests
of the Company;
b) shall not disclose the private affairs of the Company, or any secret of the
Company, to any person other than the Directors without the prior consent
of the Board of Directors; and
c) shall not use for their own purposes other that those of the Company, any
information they may acquire with respect to the Company's affairs.
4. Management Fee
---------------
During the first year of the term of this Agreement, the Company shall pay to
Pemcorp a management fee equal to $2,500 per month, plus all applicable goods
and services taxes that are payable thereon, (the "Management Fee"), payable on
the first day of each month commencing on August 1, 2002.
Notwithstanding the foregoing, Pemcorp agrees that the Company shall accrue but
not be required to pay the Management Fee that is otherwise due and payable
under the terms of this Agreement until such time that the Company has
sufficient working, which shall be determined at the discretion of the directors
of the Company, or there is a change in control of the Company, whichever is the
earliest.
The management fee shall be mutually agreed upon between the Company and Pemcorp
in any renewal term of this Agreement.
5. Administrative Fees and Other Expenses
------------------------------------------
In addition to the Management Fee payable hereunder to Pemcorp, the Company
agrees to reimburse Pemcorp for all traveling and other direct expenses
actually and properly incurred by any employee or agent of Pemcorp in connection
with fulfilling the duties and responsibilities of Pemcorp hereunder.
The Company shall pay such amounts to Pemcorp on a monthly basis, forthwith upon
receipt of an invoice therefore plus all related statements and vouchers.
6. Term and Termination
----------------------
This Agreement shall be in effect for a term of one year from and after the date
hereof, unless terminated earlier in accordance with the terms of this
Agreement,
and shall be automatically renewed at the end of each year for an additional
year unless either party gives notice of termination in accordance with this
Agreement.
Either party may give to the other party one month's notice in writing of its
intention to terminate this Agreement. Upon the expiration of one month's
notice, this Agreement and all obligations between the parties shall be
terminated, except for the Company's obligation to pay any monies due and owing
to Pemcorp.
7. Indemnification
---------------
The Company hereby agrees to indemnify and hold harmless Pemcorp and its
officers, directors, agents, officers and controlling persons (any and all of
whom are referred to as an "Indemnified Party") from and against any and all
losses, claims, damages or liabilities, joint and several, and all actions in
respect thereof (including, but not limited to all legal or other expenses
reasonably incurred by an Indemnified Party in connection with the preparation
for or defence of any claim, action or proceeding, whether or not resulting in
any liability) that were sustained or incurred by an Indemnified Party in
connection with the performance in good faith of the obligations under this
Agreement.
8. Further Assurances
-------------------
The parties hall deliver to each other such further documentation and shall
perform such further acts as and when the same may be required to carry out and
give effect to the terms and intent of
this Agreement.
9. Notices
-------
All notices given in connection with this Agreement shall be in writing and
shall be personally delivered by a duly authorized representative to the parties
at the addresses set out above. Any such notices personally delivered shall be
deemed delivered on the day of delivery. Any party hereto may change its
address for service by notice in writing to the other parties hereto.
10. Waiver and Amendment
----------------------
This Agreement may only be amended by further written agreement executed and
delivered by all of the parties. No waiver or consent by a party of or to any
breach or default by any other party shall be effective unless evidenced in
writing, executed and delivered by the party so waiving or consenting and no
waiver or consent effectively given as aforesaid shall operate as a waiver of or
consent to any further or other breach of default in relation to the same or any
other provision of this Agreement.
11. Assignment
----------
This Agreement may not be assigned by Pemcorp without the prior written consent
of the Company.
12. Entire Agreement
-----------------
This Agreement contains the entire agreement among the parties pertaining to the
subject matter hereof, and supersedes and replaces all previous written and oral
agreements among the parties with respect to the subject matter hereof.
13. Enurement
---------
This Agreement shall enure to the benefit of the parties hereto, their
respective successors, personal representatives, executors and permitted
assigns.
14. Authority
---------
Each of the parties hereto represent and covenant to the other that it has the
power and authority to enter into this Agreement.
14. Governing Law
--------------
This Agreement shall be governed by and interpreted in accordance with the laws
of the Province of British Columbia, Canada.
IN WITNESSETH WHEREOF this Agreement has been executed on the date first written
above.
PEMCORP MANAGEMENT INC.
As per
"Xxxx XxXxxxxxx"
-----------------
Authorized Signatory
NORTHWORKS INC.
As per:
"Xxxxxx Xxxxxx"
----------------
Authorized Signatory
SIGNATURES
The Company hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this Registration Statement on its behalf.
NORTHWORKS INC.
By: "Xxxx XxXxxxxxx"
-----------------
Name: Xxxxxxx X. XxXxxxxxx
Title: President & Director
Dated: December 2, 2002
