Management Fee Suspension Agreement
Exhibit
10.3 Management Fee
Suspension Agreement
This
Agreement is made and dated as of March 22, 2007.
Between: Xxxxxxxxx Xxxxxx Resources Inc. (the “Company”) of #00 - 0000 Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0
And:
B.
Xxxxxx Xxxxxx (the “Brooke”) of 00 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx,
Xxxxxx, X0X 0X0
Wheras:
| A. |
Brooke
is the President of the Company;
|
| B. |
In
accordance with a resolution passed by the directors of the Company,
since
November 1, 2006 the Company has paid Brooke a monthly management
fee of
$1,000 payable on the first day of each month (the
“Fee”);
|
| C. |
Brooke
has agreed to permit the Company to suspend payment of the Fee
indefinitely, from and after the June 2007 payment, until such time
as the
Company has sufficient cash to meet all its other budgeted expenses
for at
least as six month period;
|
| D. |
The
parties wish to formalize this agreement between them by committing
it to
writing
|
Now
therefore in consideration of the premises and the mutual covenants and
agreements between the parties, the parties hereto herby agree as
follows:
| 1. |
In
order to conserve the Company’s working capital Brooke hereby agrees to
permit the Company to suspend payment of the Fee, from and after
June
2007, for an indefinite period.
|
| 2. |
Brooke
understands and agrees that reinstatement of payment of the Fee will
occur, if ever, only after the Company’s Principal Financial Officer
determines that the Company has sufficient cash available to recommence
payment of the Fee on a monthly basis after having reserved sufficient
cash to defray all of the Company’s other budgeted expenses for a period
of at least six months from the date a determination is made. Brooke
further agrees that arrears of the Fee, accumulated while payment
thereof
has been suspended, will likewise remain unpaid unless and until
the
Company’s Principal Financial Officer determines the Company has
sufficient cash available to pay such arrears, in whole or in part,
while
still reserving sufficient cash to defray all of the Company’s other
budgeted expenses for a period of at least six months from the date
a
determination is made.
|
| 3. |
Brooke
agrees not to dispute, but to accept as a good faith determination,
any
determination made by the Company’s Principal Financial Officer pursuant
to paragraph 2. of this Agreement.
|
| 4. |
This
Agreement shall be binding upon the parties hereto and the heirs,
executors administrators and assigns of Brooke and the successors
and
assigns of the Company.
|
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In
witness whereof the parties hereto have hereunto affixed their respective
hands
and seals, or corporate seals, as the case may be, as of the day and year
first
above written.
Xxxxxxxxx
Xxxxxx Resources, Inc.
By:
XXXXX
X. XXXXX
Secretary
Treasurer and Director
Signed:
X.
XXXXXX XXXXXX
X.
Xxxxxx
Xxxxxx
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