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EXHIBIT 10.7
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement dated as of September ___, 1998 (this
"AGREEMENT") is made between Xxxxx Xxxxxx (USA) Inc., a Nevada corporation
(together with its subsidiaries, "JHUSA"), and Xxxxx Xxxxxx Industries Limited,
a public company organized under the laws of Australia (the "JHIL").
R E C I T A L S:
WHEREAS, those certain officers set forth on Exhibit A attached hereto
(the "Officers") will be officers of, employed by and compensated by JHUSA and
will also be officers of JHIL;
WHEREAS, it is in the best interest of the Company and JHIL that from
time to time certain of the Officers may be called upon to perform functions for
JHIL in their capacities as officers of JHIL;
WHEREAS, JHUSA shall be entitled to reimbursement for its costs and
expenses (including a pro rata amount of salary and benefits) related to the
time spent by such Officers performing functions for JHIL ("EMPLOYEE EXPENSES");
WHEREAS, from time to time JHUSA may provide office space or services to
JHIL and from time to time JHIL may provide office space or services to JHUSA
that entitle the entity providing such facilities or services to reimbursement
from the other entity for its costs and expenses associated with such activities
("OTHER EXPENSES");
WHEREAS, JHUSA and JHIL have agreed, as evidenced by their execution
hereof, that JHIL shall reimburse JHUSA for Employee Expenses and any Other
Expenses incurred by JHUSA in accordance with the terms of the Agreement and
JHUSA shall reimburse JHIL for any Other Expenses incurred by JHIL in accordance
with the terms of the Agreement.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein and for other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, JHUSA and JHIL hereby agree as
follows:
Section 1. Recording Time and Expenses. Each Officer shall keep a record
of any time spent working on behalf of JHIL. Time shall be recorded on an hourly
basis. Each Officer shall also record any costs or expenses incurred by JHUSA
with respect such Officer while performing duties for JHIL.
Section 2. Quarterly Review of Employee Expenses. Upon completion of
each fiscal quarter, the Chief Financial Officer of JHUSA shall review the time
and expense records submitted by the Officers. The Chief Financial Officer of
JHIL shall total the hours worked for
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JHIL by each Officer and multiply such amount by such Officer's hourly rate set
forth on Exhibit A. The summation of such amounts for all of the Officers shall
be added to any additional costs or expenses incurred by JHUSA with respect to
such Officers while performing duties for JHIL. The total amount shall be the
Employee Expenses for such quarter.
Section 3. Quarterly Review of Other Expenses. Upon completion of each
fiscal quarter, the Chief Financial Officer of JHUSA and the Australian
Administrator of JHIL shall total any Other Expenses incurred by one entity in
connection with providing facilities or services to the other.
Section 4. Payment of Employee Expenses. Promptly upon presentation to
the Australian Administrator of JHIL by the Chief Financial Officer of JHUSA of
the invoice for any Employee Expenses or Other Expenses, JHIL shall pay JHUSA
the amount of such Employee Expenses or Other Expenses in full. Promptly upon
presentation to the Chief Financial Officer of JHUSA by the Australian
Administrator of JHIL of any invoice for any Other Expenses, JHUSA shall pay
JHIL the amount of such Other Expenses in full.
Section 5. Amendments. No amendment, modification, alteration or waiver
of any provision hereunder shall be valid unless in writing and signed by the
each party hereto.
Section 6. Termination. This Agreement shall continue in effect until
____, provided that this Agreement shall terminate upon the occurrence of any
event that causes JHIL to own less than [50%] of the outstanding voting stock of
the Company.
Section 7. Assignment. This Agreement may not be assigned without the
prior written consent of each party hereto.
Section 8. Counterparts. This Agreement may be executed in any number of
counterparts by the parties hereto, and all of said counterparts, when taken
together, shall be deemed to constitute one and the same instrument.
Section 9. Governing Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of
California, without regard to its principles or provisions relating to choice or
conflicts of law.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in ________________________ by their proper and duly
authorized officers as of the date first above written.
XXXXX XXXXXX (USA) INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
XXXXX XXXXXX INDUSTRIES LIMITED
By: ________________________________
Name: ______________________________
Title: _____________________________
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EXHIBIT A
THE OFFICERS
NAME HOURLY RATE
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