Exhibit 10.10.1
THIS ARRANGEMENT is made and entered into as of the 1st day of September 1997
between
(1) American European Middle East Corporation LLC (hereinafter referred to
as "AEMEC" a limited liability company in the state of Georgia, United
States of America, headquartered in Dubai, UAE; and
(2) Middle East Colleges LTD (hereinafter referred to as "MEC"), a BVI
company headquartered in Dubai, UAE.
(3) The terms of this arrangement shall terminate May 31, 1998 unless
extended by the mutual express written consent of both parties.
WHEREAS
(1) The parties hereto had entered into agreements dated October 1st 1995 &
January 24th 1996 (hereinafter known as the "Original Agreements")
governing the relationship between themselves in the opening and
operation of a branch campus of the American College now known as The
American Intercontinental University, located in Dubai, UAE.
(2) At the request of AEMEC, the parties hereto wish to enter into an
agreement to modify temporarily their fee and compensation entitlements
thereunder.
NOW THEREFORE, the parties hereto agree upon the following:
1. MEC for the purpose of this arrangement only, agrees to rearrange the
distribution of profits for Fiscal 1998 only (June 1, 1997 - May 31,
1998), such that the profit entitlements thereunder shall be
distributed to the parties as follows:
MEC 49.9%
AEMEC 50.1%
2. In consideration for such arrangement AEMEC agrees to MEC being
compensated in lieu of the above by way of the American University in
Dubai (AUD) reimbursing MEC for its capital contribution and services
rendered, in quarterly installments based upon the attached Exhibit A.
3. This Arrangement shall expires at the end of June 1998 but can be
renegotiated annually by the mutual express written consent of both
parties taking into consideration the capital Contribution and the
resources and services contributed by MEC.
4. In the event that MEC and AEMEC cannot reach a mutual agreed upon
reimbursement Arrangement in writing, then the agreement for the
following years will automatically revert to the previously agreed upon
formula (65% MEC and 35% AEMEC).
5. This temporarily Arrangement shall in no way, whether explicitly or
implicitly change or modify any other terms and conditions of the
original agreement which shall remain in full force and effect , nor
shall this Arrangement be construed to be a permanent amendment to the
original agreements nor to confer upon either party any rights, power
privileges which is otherwise not contained in the original agreements.
IN WITNESS WHEREOF, the parties hereto have signed this Arrangement on the date
and place above mentioned in two (2) copies, one of which shall be retained by
each signatory.
AMERICAN EUROPEAN MIDDLE EAST CORPORATION, LLC
By: /s/ Xxxxx Xxxxxx
------------------
Xxxxx Xxxxxx
Its: President
MIDDLE EAST COLLEGE, LTD.;
By: /s/ Xxxxx Xxx Saab
--------------------
Xxxxx Xxx Saab
Its: Director
EXHIBIT A
FISCAL 1998 BUDGET NEW OLD
---------- ----------
REVENUES 5,723 5,723
REIMBURSEMENT FOR SERVICES TO MEC 807 -
EXPENSES 3,046 3,046
----- -----
TOTAL EXPENSES 3,853 3,046
----- -----
CONTRIBUTION 1,870 2,677
----- -----
----- -----
DISTRIBUTION TO OWNERS
MEC 933 1,740
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AEMEC
-----
AEC 796 796
XXXX XXXXXXXX 141 141
----- -----
TOTAL 937 937
