Exhibit 10.2
MANAGEMENT SERVICES AGREEMENT
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THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement) has been entered into by
and between ADVANCED IMAGING SYSTEMS, LLC (the "Company), a Delaware limited
liability corporation having its principal place of business in Ft. Lauderdale,
Florida and THE PARKVIEW GROUP, INC. ("Parkview'), a Delaware corporation having
its principal place of business in Boca Raton, Florida reflecting the agreement
between the Company and Parkview as of April 1, 2003.
WHERAS, the Company is engaged primarily in the business of designing,
manufacturing and marketing of plastic and paper credit cards, pre-paid
telephone cards, value storage cards, access entry cards, identity cards, and
business cards;
WHEREAS, Parkview possesses significant expertise in analyzing and addressing
management requirements, identifying strategic alliances, negotiating contracts,
and analyzing organizational structures of companies;
WHEREAS, the Company desires to avail itself of the services of Parkview, and
Parkview desires to provide to the Company the benefit of such services; and
WHEREAS, the Company and Parkview expect to benefit from the carrying out of
the subject matter of this Agreement;
NOW THEREFORE, in consideration of the mutual promises herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Parkview hereby agree as follows:
1. Engagement. The Company hereby engages Parkview and Parkview accepts such
engagement and agrees to use its best efforts in a good and businesslike manner
to provide services to the Company in accordance with terms of this Agreement
2. Nature of Services. Upon the request of the Company, Parkview shall render
assistance to the Company by (a) analyzing and addressing the Company's
management requirements; (b) developing strategic initiatives and related
industry partnerships, including providing assistance with respect to
acquisitions, joint ventures and strategic business alliances; (c) assisting
with the negotiation of contracts between the Company and its suppliers and
customers; (d) analyzing the Company's present and prospective corporate
organizational structure; (e) providing recommendations with respect to legal,
accounting and other professionals retained by the Company; (f) assessing the
structure of the Board of Directors of the Company and assisting the Company in
establishing audit and compensation committees of the Board of Directors; and
(g) providing advice to the Company with respect to appropriate levels and forms
of executive and director compensation, and assisting the Company in
establishing compensation policies.
3. Term. The term of this Agreement shall commence on April 1, 2003, and
continue for a period of thirty-six (36) months.
4. Remuneration. The consideration to be paid by the Company to Parkview for
services to be rendered hereunder shall be as follows: The Company shall pay
Parkview a cash retainer of $5,000 per month, in advance, commencing on April 1,
2003, and continuing through the term of this Agreement, plus reimbursement of
all reasonable expenses, as provided in paragraph 5 of this Agreement.
5. Reimbursement of Expenses. The Company shall reimburse Parkview for its
out-of-pocket expenses incurred in the performance of its services hereunder.
However, each expense exceeding $100.00 shall require prior approval by the
Company.
6. Status of Parkview. The services of Parkview provided pursuant to this
Agreement shall be preformed for the benefit of the Company by Parkview in the
capacity of an independent contractor, and no employee, director, or agent of
Parkview shall be considered, at any time that this Agreement is in force, to be
an employee of the Company.
7. Confidentiality. Parkview will not at any time disclose or use for its own
benefit or purposes or the benefit or purposes of any other person, firm
partnership, joint venture, association, corporation or other business
organization, entity or enterprise other than the Company and any of its
subsidiaries or affiliates, any trade secrets, information, data or other
confidential information relating to customers, development programs, costs,
marketing, trading, investment, sales activities, promotion, credit and
financial data, financing methods, plans, or the business and affairs of the
Company generally, or of any subsidiary or affiliate of the Company; provided,
however, that the foregoing shall not apply to information that is not unique to
the Company or that is generally known to the industry or the public. All files
and records relating to the Company compiled by Parkview shall be the property
of the Company and shall be returned to the Company upon termination of this
Agreement.
8. Waiver of Rights. The failure of either party to insist, in one or more
instances, upon the performance of any of the terms, covenants, agreements, or
conditions of this Agreement, or to exercise any rights hereunder, shall not be
construed as a waiver or relinquishment of such party's right to insist upon the
future performance of such term, covenant, agreement, or condition, or to the
future exercise of any such right, and the obligations of the other party with
respect to such future performance shall continue in full force and effect.
9. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and shall remain in full force and
effect as if the invalidated provision had not been included herein.
10. Notices. Any notice required or desired to be given pursuant to this
Agreement shall be in writing and shall be deemed given when delivered by
facsimile transmission or three (3) days after it is deposited in the mail to
the addresses set forth below, or at such subsequent address provided by the
parties;
If to Parkview: The Parkview Group, Inc.
Xxxxxx X. XxXxxx, President
0000 Xxxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
If to the Company: Advanced Imaging Systems, LLC
C. Xxx Xxxxx, President
0000 X.X. 00xx Xxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
11. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of Florida.
12. Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties regarding services to be furnished to the
Company by Parkview, and may only be amended in writing by the parties hereto.
Any and all prior agreements and/or understandings relating thereto are
superseded in their entirety by this Agreement.
IN WITNESS WHEREOF, the Company and Parkview have executed this Agreement as of
the date and year first above written.
ADVANCED IMAGING SYSTEMS, LLC
By: s/s C. Xxx Xxxxx
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C. Xxx Xxxxx, President
THE PARKVIEW GROUP, INC.
By: s/s Xxxxxx X. XxXxxx
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Xxxxxx X. XxXxxx, President
