MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT, made this 23rd day of August, 1996 by and
between MAJOR FLEET & LEASING CORP., a New York corporation having its
principal office located at 00-00 Xxx Xxxxxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx,
Xxx Xxxx 00000 (hereinafter "MF&LC")
AND
XXXXX XXXXXXX and XXXXXX XXXXXXX, adult individuals with primary
business offices located at 00-00 Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxxx Xxxx, Xxx
Xxxx 00000 (hereinafter jointly "MANAGERS")
WITNESSETH THAT:
WHEREAS, MF&LC has been engaged in the business of supplying and
leasing motor vehicles, in connection with the previously affiliated
businesses of MANAGERS, known as the Major Automotive Group and based at 00-00
Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000;
WHEREAS, MF&LC has been acquired by Fidelity Holdings, Inc.
(hereinafter "FIDELITY"), a Nevada corporation with principal offices located
at 00-00 Xxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxx Xxxx, 00000,
which is a holding company that owns, inter alia, a subsidiary named Computer
Business Science, Inc. which is engaged in telecommunications and requires the
ability to finance leases of its equipment, for which reason it is acquiring
MF&LC;
WHEREAS, the Management of FIDELITY has no experience in the
purchasing, financing, leasing, or otherwise dealing in or with motor
vehicles, but desires to maintain continuity of MF&LC's existing motor
vehicle leasing business, while utilizing MF&LC for the financing of the
leases of its telecommunications equipment, and FIDELITY therefore desires
that MF&LC continue the managerial services of MANAGERS, who have been the
managers of MF&LC prior to the acquisition of the corporation by FIDELITY;
NOW, THEREFORE, intending to be legally bound, and in consideration
of the mutual promises and covenants contained herein, the parties agree as
follows:
1. ENGAGEMENT. MF&LC, under the terms and conditions of this Management
Agreement, hereby appoints, hires, and engages MANAGERS to manage the motor
vehicle operations of MF&LC as heretofore conducted, including but not limited
to the purchase, financing, leasing and sale of motor vehicles. MANAGERS,
under the terms and conditions of this Management Agreement, hereby accept the
appointment and engagement to manage such operations.
2. NATURE OF-ENGAGEMENT.
(a) This Management Agreement is exclusive with respect to the motor
vehicle operations of MF&LC and MANAGERS shall have the sole right to manage
such operations. For purposes of this Management Agreement, the motor vehicle
operations shall be treated as a separate division within MF&LC.
(b) As heretofore, MANAGERS may deal with and through other entities
which they may own or control or have an interest in, including but not
limited to the Major Automotive Group, and such dealings shall not constitute
a conflict of interest hereunder, FIDELITY recognizing that such other
entities are a primary source for MF&LC's purchases, leases and disposal of
motor vehicles. Furthermore, MANAGERS may use so-called "leased employees"
from the Major Automotive Group, provided that such persons are paid only
from, or their payroll costs are reimbursed only from, revenues generated by
the motor vehicle operations, as hereinafter provided in Paragraph 7.
(c) The parties are separate entities. Except as otherwise resulting
from their managerial relationship, or as specifically described herein,
nothing in this Management Agreement is intended to form a partnership, joint
venture or profit-sharing arrangement between the parties, nor to give any
party an interest in the assets, business, revenues or profits of another.
(d) MANAGERS are independent contractors and shall be responsible for
their conduct of the motor vehicle operations by either "leased employees",
separately compensated by the Major Automotive Group or otherwise with such
compensation being reimbursed only from revenues-generated by the motor
vehicle operations, or employees of MF&LC compensated by MF&LC only from
revenues generated by the motor vehicle operations.
(e) All payroll taxes and costs of fringe benefits for employees in
the motor vehicle operations if paid by the Major Automotive Group or
otherwise shall be reimbursed only from revenues generated by the motor
vehicle operations or if compensated directly by MF&LC shall be paid only from
revenues generated by the motor vehicle operations.
3. TERM. (a) The initial term of this Management Agreement shall
commence contemporaneously with the date of the Closing of the Plan and
Agreement of Reorganization between FIDELITY and the stockholders of MF&LC
and, unless sooner terminated pursuant to Paragraph 10, below, shall end on
December 31, 2001.
(b) Upon the mutual agreement of the parties, this Management
Agreement may be extended for such term as the parties may then determine,
subject to such amendments, if any, as the parties may then agree upon.
4. LICENSE(S), MF&LC has obtained such licenses and regulatory
authorizations as required by governmental agencies to engage in the motor
vehicle operations as presently conducted. MANAGERS shall conduct all motor
vehicle operations in strict accordance with the regulatory requirements of
such licensing agencies and shall maintain such licenses and/or authorizations
in good standing. All costs for obtaining such licenses and/or authorizations,
renewing such licenses and/or
-2-
authorizations, and maintaining such licenses and/or authorizations (including
any fines, penalties, interest or other assessments imposed by any such agency
or regulatory authority) shall be paid only from revenues generated by the motor
vehicle operations.
5. DUTIES OF MANAGERS,
(a) MANAGERS shall continue the existing motor vehicle operations of
MF&LC, manage such continuing motor vehicle operations, and vigorously seek to
expand such operations to the full extent of available credit lines without
additional or extended personal guarantees consistent with competitive market
conditions, including, but not limited to:
(i) Hiring, firing, training, supervising, setting pay scales
for and paying, all required personnel;
(ii) establishing and enforcing personnel, safety and
environmental policies;
(iii) determining and establishing sources for new and used
vehicles, outlets for vehicles coming out of lease or being
repossessed, sources for credit lines and lease financing,
facilities for the repair and maintenance of leased and
inventoried motor vehicles, etc., with it being understood
that MANAGERS may contract with the Major Automotive Group
to the full extent necessary;
(iv) establishing and applying budgets, cost controls,
performance quotas, lease and rental terms and rates, and
other operational criteria, and maintaining sufficient cash
flow to continue the motor vehicle operations;
(v) maintaining, repairing, refurbishing and replacing all
equipment, machinery, vehicles, fixtures, buildings and
improvements required for the motor vehicle operations and
its personnel, meeting all safety (OSHA) and environmental
requirements, and/or generally for management of the motor
vehicle operations;
(vi) applying for, obtaining, re-applying for, and retaining all
licenses, permits and other authorizations required for the
motor vehicle operations;
(vii) establishing, applying and enforcing all governmental
workplace safety (e.g. OSHA) and environmental regulations
and requirements;
(viii) insuring MF&LC and the motor vehicle operations, including
all leased and inventoried vehicles, against damage or loss
to the extent required by all lenders and credit providers,
but not less than full market value;
-3-
(ix) establishing and maintaining security of the books and
records of the motor vehicle operations; and
(x) establishing credit lines and financial accommodations to
support the motor vehicle operations, including the
purchasing and leasing of motor vehicles, for which purpose
MANAGERS may pledge the credit of MF&LC.
(b) From the revenues generated by the motor vehicle operations,
MANAGERS shall pay all costs and expenses incurred in such operations, as well
as all financing costs and debt service pertaining to the financing obtained
for such operations including the purchase and leasing of vehicles. From such
revenues, MANAGERS shall pay all space and equipment rent, including such
pass-through costs as apportioned real estate taxes, levies and assessments,
insurance, maintenance, etc. and MANAGERS shall keep the areas utilized for
the motor vehicle operations insured.
6. DUTIES OF MF&LC.
(a) MF&LC shall manage its corporate operations and its separate
financing and leasing of telecommunications equipment such that the divisional
autonomy of the motor vehicle operations shall be recognized and protected.
Notwithstanding this provision, however, MANAGERS shall be subject to the
corporate control of the Board of Directors and executive officers of MF&LC
and FIDELITY and shall function consistent with all corporate requirements as
may be imposed from time to time.
(b) MF&LC shall cooperate with MANAGERS to obtain and maintain all
licenses and authorizations required for the motor vehicle operations.
However, MANAGERS shall be responsible for all costs and fees, etc. due under
such licenses and authorizations, as provided in Paragraph 4 and subparagraph
5(a)(vi).
(c) The parties intend, subject to subparagraph 7(h) below, that
MF&LC shall renegotiate and/or replace, with all due speed, with the support
of FIDELITY which shall utilize its own corporate assets and credit as
necessary, all existing credit lines and financial accommodations which
require personal guarantees by either Xxxxx Xxxxxxx and/or Xxxxxx Xxxxxxx or
guarantee by one or more of the constituent companies of the Major Automotive
Group, so that the motor vehicle operations may utilize credit lines
collateralized by the motor vehicle assets and guaranteed solely by FIDELITY,
if required.
(d) MF&LC shall negotiate and obtain such credit lines and financial
accommodations as may be necessary or desirable for the purchase and leasing
of the telecommunications equipment of "CBS" or other operations of FIDELITY
and the existing credit lines of MF&LC which have the personal guarantees of
Xxxxx Xxxxxxx and/or Xxxxxx Xxxxxxx or the guarantee of one or more of the
constituent companies of the Major Automotive Group shall not be used by "CBS"
or any other operation of FIDELITY.
-4-
7. COMPENSATION TO MANAGERS
(a) The motor vehicle operations of MF&LC shall be treated as a
separate division for all accounting and bookkeeping purposes and such
division shall be subject to the exclusive control of MANAGERS.
(b) All gross revenues from the motor vehicle operations of MF&LC
shall be subject to the control of MANAGERS, who shall determine the costs of
such operations and shall apply such funds to such costs. None of such
revenues, except as specifically provided herein, shall be subject to the
control of MF&LC otherwise or applied to any other operations of MF&LC.
(c) From the existing credit lines of MF&LC, the credit lines to be
established with respect to the motor vehicle operations and from the gross
revenues from the motor vehicle operations of MF&LC, MANAGERS shall purchase
all required vehicles. Upon disposition of each leased vehicle, MANAGERS shall
pay off all credit lines, notes, liens, debts and liabilities applicable to
such motor vehicle and the balance shall, for purposes hereof and without
regard to tax or GAAP accounting, shall be deemed gross revenues from the
motor vehicle operations.
Likewise, insurance proceeds for any vehicle shall be deemed gross
revenues from the motor vehicle operations.
(d) From the gross revenues from the motor vehicle operations of
MF&LC (including gross proceeds from the disposition of vehicles and insurance
proceeds), the MANAGERS shall service all credit lines financial obligations,
debts, and liabilities now existing or incurred with respect to the motor
vehicle operations, including but not limited to all principal, interest,
points, financing charges, and other such financing costs and charges.
(e) From the revenues from the motor vehicle operations of MF&LC,
MANAGERS shall pay all costs and expenses incurred in such operations of
MF&LC, including but not limited to labor, payroll taxes, fringe benefits,
reimbursement to the Major Automotive Group for "leased employees", insurance
(including automotive and liability insurance required for such motor vehicle
operations), repairs, towing, maintenance, vehicle service including
"loaners", repossessions including related legal fees and costs, other vehicle
costs such as dealer handling and preparation costs, freight in and out,
equipment rentals, travel and entertainment costs and professional fees, as
well as all office and administrative costs attributable to the motor vehicle
operations, including but not limited to furniture, equipment, supplies.
(f) MANAGERS shall pay to MF&LC a corporate management fee in a sum
equal to fifteen percent (15%) of the net income of the motor vehicle
operations treated as a separate division, calculated prior to deduction of
the management fee being determined, which is to reimburse MF&LC for it share
of corporate group costs (e.g., audit costs) and costs incurred on MF&LC's
behalf (e.g., corporate/SEC legal and other professional fees).
(g) The net revenues of the motor vehicle operations shall be (i) the
gross revenues, as defined above, including but not limited to all
lease/rental income, vehicle disposition proceeds and insurance proceeds, less
(ii) the financing costs and costs and expenses of the motor vehicle
operations, as defined above, including the MF&LC corporate management fee.
-5-
(h) The net revenues of the motor vehicle operations shall be
calculated annually by the independent certified public accountants of
FIDELITY as part of the audit of the financial statements of FIDELITY. In
making the calculation, income derived from the block of leases held by MF&LC
as of the date of the acquisition of MF&LC shall be segregated, as owned by
FIDELITY. "Income derived from the block of leases" shall include all items of
income including gains on the disposition of vehicles, financing buy-out
discounts, release of reserves attributable to leased vehicles, as well as the
on-going interest and other income from such leases. The calculation shall
utilize GAAP, following MF&LC's existing accounting procedures and methods
consistently, and shall not be adjusted for other costs, expenses and charges
of MF&LC outside the motor vehicle operations. Prior to such audit, MANAGERS
may withdraw quarterly, as a draw against their anticipated management fee, a
sum not to exceed twenty percent (20%) of the net revenues derived from "new
business" (i.e., not from the block of business as of the date of acquisition
of MF&LC by FIDELITY) calculated on a quarterly, cumulative basis utilizing
the compiled quarterly financial statements. Upon release of the audit, there
shall be first be segregated the income derived from the block of leases held
by MF&LC as of the date of the acquisition of MF&LC ("old" operations). This
portion of the proceeds shall be deposited in the Sinking Fund required under
the Plan of Reorganization for redemption of the Preferred Stock and/or the
Debentures. The balance of such net income less any quarterly draws previously
withdrawn shall be paid over to the MANAGERS as their compensation for the
management of the motor vehicle operations.
In the event that the balance of the net proceeds of the motor
vehicle operations of MF&LC payable to MANAGERS as their compensation are
insubstantial or negative, MF&LC has no obligation to pay any management fee
to MANAGERS, or to assure that MANAGERS achieve any specific level of
compensation, or to reimburse MANAGERS for any loss or deficit in the motor
vehicle operations. If MANAGERS shall have made quarterly withdrawals which
are more than ten percent (10%) greater than the management fee to which they
are entitled, as determined from the audit, MANAGERS shall (a) immediately
(within ten business days after written demand, by MF&LC) repay the excess to
MF&LC and (b) not make further quarterly withdrawals until after a quarterly
profit & loss statement showing that a management fee is being earned.
(j) In the event of a loss or def icit in the motor vehicle
operations, MANAGERS shall be responsible for such and shall pay any unpaid
costs and expenses of the motor vehicle operations. However, in the event of
any such loss or losses, MANAGERS may, in the exercise of their management
authority, in their discretion, determine to terminate the motor vehicle
operations. Such termination shall affect all "new" operations, but MANAGERS
shall continue the operations for the purpose of completing all "old"
operations, as purchased by FIDELITY. MANAGERS shall not be responsible for
any losses with respect to such "old" operations.
-6-
(k) To the extent that any funds remain in the Sinking Fund,
unexpended for the purposes thereof, upon the termination thereof as provided
In the Plan of Reorganization and related documents, MANAGERS shall be
entitled to receive therefrom the reimbursement of all losses or deficits paid
pursuant to subparagraph (j) above.
(1) The calculation in subparagraph (h) above assumes the continuance
of the existing credit lines, guaranteed by or cross-collateralized by
MANAGERS and/or Major Automotive Group. As the existing credit lines and
financial accommodations are assumed by FIDELITY and/or MF&LC without such
guarantees and/or cross collateralization, the parties shall renegotiate the
calculation in subparagraph (h) above to provide FIDELITY and/or MF&LC with
appropriate compensation for the providing of such credit, MANAGERS may, in
their discretion, continue existing or obtain new credit lines or financial
accommodations requiring their guarantees and/or cross collateralization and
not use the new lines, in which event no compensation shall be due to FIDELITY
and/or MF&LC.
8. SIGNING BONUS, (a) As a "signing bonus", to induce MANAGERS to
execute this Management Agreement and undertake the responsibilities herein,
FIDELITY hereby agrees to issue to MANAGERS, 50% / 50% to each, Common Stock
Purchase Warrants exercisable for the purchase of One Hundred Thousand (100,
000) shares of FIDELITY'S Common Stock at an exercise (purchase) price of One
Dollar and Twenty-five Cents ($1.25) per share; (i.e., Fifty Thousand (50,000)
each). Such Common Stock Purchase Warrants shall not be transferable nor
exercisable prior to December 31, 1996. FIDELITY covenants that it will
register sufficient shares of its Common Stock in its proposed SB-2
Registration Statement, expected to be filed in the fourth quarter of 1996,
to permit MANAGERS to exercise such warrants for free trading shares following
effectiveness. The Common Stock Purchase Warrants shall expire at the close of
the business day (5:00 p.m.) six (6) months after effectiveness of the SB-2
Registration Statement. MANAGERS acknowledge awareness that if they exercise
such Common Stock Purchase Warrants prior to the effectiveness of FIDELITY'S
SB-2, they will acquire shares which are restricted as to further transfer
(non-free trading); MANAGERS jointly and severally represent and warrant that
they are acquiring the Common Stock Purchase Warrants and any shares, issued
upon exercise of such warrants prior to effectiveness of the SB-2 for personal
investment purposes and not with a view to resale or distribution; the Common
Stock Purchase Warrants and the certificates for such shares if exercised
prior to effectiveness of the SB-2, shall bear a legend on the face thereof
indicating that such warrants and shares have not been registered under the
Securities Act of 1933 and are restricted as to further transfer.
(b) If MANAGERS breach the terms of this Management Agreement at any
time prior to exercise of the Common Stock Purchase Warrants, and such breach
is material and is uncured within the time period provided, or within a
reasonable time if no time period is provided, such warrants shall be
cancelable by FIDELITY and the value thereof shall be forfeited by MANAGERS.
-7-
9. ENVIRONMENTAL HAZARDS, The motor vehicle operations of MF&LC may
involve certain environmental hazards, such as the removal and disposal of
used motor oil, the replacement of air conditioner gases, and the disposal of
parts containing toxic, hazardous wastes. MANAGERS shall manage the motor
vehicle operations (utilizing the services of Major Automotive Group and
others, as necessary) strictly in conformity with the terms of all permits and
the regulations of all environmental agencies having jurisdiction. MANAGERS
shall establish and maintain strict controls and procedures to protect against
discharge, emission, spillage or other contamination or pollution, whether
deliberate, voluntary, involuntary or accidental. MANAGERS shall establish
and maintain monitoring procedures. In the event of any discharge, spillage,
emission or other contamination, MANAGERS shall (i) comply with all federal,
state, and local reporting requirements, (ii) take all steps to limit the
extent of the contamination and to terminate its source, and (iii) promptly
remediate the contamination in accordance with the requirements of
environmental agencies having jurisdiction.
10. MAINTENANCE OF AND ACCESS To BOOKS AND RECORDS. Although intended
to operate as an autonomous division within MF&LC, the motor vehicle
operations are, in fact, a part of the on-going business of MF&LC which, in
turn, is a wholly-owned subsidiary of FIDELITY, a public company which
anticipates SEC financial filing requirements. During the term of this
Management Agreement, MANAGERS shall:
(a) maintain the books and records of the motor vehicle operations in
a timely, complete and accurate manner, consistent with the existing
accounting procedures and methods, but subject to the requirements of
FIDELITY'S accountants for GAAP and SEC accounting purposes;
(b) give access to the assets, books and records, facilities, files,
documents, and other data depositaries, at any reasonable time and from time
to time, to FIDELITY, MF&LC and their agents and representatives. MANAGERS
shall furnish any and all information in their possession with reference to
the motor vehicle operations that FIDELITY and/or MF&LC may reasonably
request; and
(c) keep such books and records as required by FIDELITY's and/ or
MF&LC's accountants, in compliance with GAAP and SEC requirements and
cooperate fully and in good faith to meet all quarterly and annual filing
deadlines.
FIDELITY shall designate the accountants for the motor vehicle
operations, consistent with the appointment for MF&LC and FIDELITY.
11. TERMINATION. In reliance upon this Management Agreement, and
pending renegotiation and replacement of the existing credit lines and
financial accommodations, MANAGERS are maintaining their personal financial
guarantees and the guarantees of constituent corporations of the Major
Automotive Group, and are continuing (and may expand) the motor vehicle
operations under such credit lines and financial accommodations. Accordingly,
this Management Agreement shall not be subject to termination by MF&LC,
regardless of the violation of this Agreement by MANAGERS and regardless of
MANAGERS' default, until and unless MF&LC shall have made provision for the
assumption, servicing and repayment of all such indebtedness, together with
the release of all such existing guarantors. Subject to such requirement, this
Management Agreement may be terminated:
-8-
(a) By either party upon a material default by the other party which
is not cured within thirty (30) days after notice of such default or, if such
default is not curable within such time, if reasonable efforts to cure such
are not commenced within thirty (30) days after notice of default and
thereafter prosecuted in good faith; or
(b) Mutual agreement of the parties.
12. GOVERNMENTAL REGULATIONS. This Management Agreement is subject to
the terms of all applicable federal, state, and municipal laws, regulations,
and decisions, whether existing or enacted hereafter, including the
regulations and actions of all governmental administrative agencies and
commissions having jurisdiction.
13. ASSIGNMENT AND DELEGATION. Neither party may assign any rights or
delegate any duties hereunder without the express prior written consent of the
other.
14. ENTIRE AGREEMENT. This Management Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior negotiations and understandings which are deemed to have
been merged herein. No representations were made or relied upon by either
party, other than those expressly set forth herein.
15. MODIFICATION. This writing contains the entire agreement of the
parties and shall be amended only by a further writing. No agent, employee, or
other representative of any party is empowered to alter any of the terms
hereof, including specifically this Paragraph 14, unless done in writing and
signed by MANAGERS and an executive officer of MF&LC.
16. CONSTRUCTION. Whenever required by the context hereof: the
masculine gender shall be deemed to include the feminine and neuter; and the
singular member shall be deemed to include the plural. Time is expressly
declared to be of the essence of this Agreement. This Agreement shall be
deemed to have been mutually prepared by all parties and shall not be
construed against any particular party as the draftsman. The invalidity of any
one or more of the words, phrases, sentences, clauses, sections or subsections
contained in this Agreement shall not affect the enforceability of the
remaining portions of this Agreement or any part hereof, all of which are
inserted conditionally on their being valid in law, and, in the event that any
one or more of the words, phrases, sentences, clauses, sections or subsections
contained in this Agreement shall be declared invalid by a court of competent
jurisdiction, this Agreement shall be construed as if such invalid word or
words, phrase or phrases, sentence or sentences, clause or clauses, section or
sections, or subsection or subsections had not been inserted.
17. CONTROLLING LAW. The validity, interpretation, and performance of
this Agreement shall be controlled by and construed under the laws of the
State of New York. Venue and jurisdiction of any controversy or claim arising
out of, or relating to this Management Agreement, or the breach thereof, that
cannot be resolved by negotiation, shall be in Queens County, New York. In any
legal action or other proceeding involving, arising out of or in any way
relating to this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys fees, costs, and expenses of litigation.
-9-
18. WAIVER. The failure of any party to object to, or to take
affirmative action with respect to, any conduct of any other party which is in
violation of the terms of this Agreement shall not be construed as a waiver of
such violation or breach, or of any future breach, violation, or wrongful
conduct. No delay or failure by any party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall constitute a
waiver or exhaustion of that or any other right, unless otherwise expressly
provided herein.
19. NOTICES. All notices or other communications to be sent as
provided for by this Management Agreement shall be in writing and shall be
sent by certified mail, postage prepaid, to the persons and addresses herein
designated, or such other persons and/or addresses as may hereafter be
designated in writing by the parties:
If to MF&LC: Xxxxx Xxxxx, Pres.
Fidelity Holdings, Inc.
00-00 Xxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxx Xxxx 00000
with a copy to: Xxxxxxx X. Xxx, Esq.
0000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
if to MANAGERS: Xxxxx Xxxxxxx
Major Chevrolet/Geo
00-00 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000
with a copy to: Xxxxxx Salad
Cooper, Perskie, April, Xxxxxxxxx, Wagenheim & Xxxxxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxx Xxxxxx 00000
20. HEADINGS. Headings in this Management Agreement are for
convenience only and shall not be used to interpret or construe its
provisions.
21. COUNTERPARTS. This Management Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
22. BINDING EFFECT. The provisions of this Management Agreement shall
be binding upon and inure to the benefit of each of the parties and their
respective successors and assigns.
-10-
23. COSTS. All of the legal, accounting and other costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be borne and paid by the party incurring such costs and expenses,
and no party shall be obligated for any cost or expense incurred by any other
party.
IN WITNESS WHEREOF, intending to be legally bound, the parties have
executed this Management Agreement the day and year first above written:
MAJOR FLEET & LEASING CORP.
ATTEST,
BY: /s/ Xxxxxx Xxxxxxx BY: /s/ Xxxxx Xxxxxxx
Xxxxxx Xxxxxxx, Secretary Xxxxx Xxxxxxx,President
MANAGEMENT AGREEMENT
MAJOR FLEET & LEASING CORP. - XXXXX AND XXXXXX XXXXXXX Signatures, continued
WITNESSES:
/s/ Xxxx Xxxxxx /s/ XXXXX XXXXXXX
Xxxx Xxxxxx Xxxxx Xxxxxxx
/s/ X. Xxxxx /s/ XXXXXX XXXXXXX
X. Xxxxx Xxxxxx Xxxxxxx
JOINDER
For purposes of Paragraph 8 of the foregoing Management Agreement, Fidelity
Holdings, Inc. hereby joins in the agreement, intending to be legally bound by
Paragraph 8.
FIDELITY HOLDINGS INC.
ATTEST: /s/ Xxxxx Xxxxx
/s/ Xxxxxxx X. Xxx BY: Xxxxx Xxxxx
Xxxxxxx X. Xxx President
Secretary
