MANAGEMENT AGREEMENT
THIS AGREEMENT is to have effect and is dated for reference on the 1st
September, 2002
BETWEEN:
CONSOLE MARKETING INC., a company duly incorporated under the laws of the
State of Nevada and having its office at Suite 1001, 1166 Alberni Street,
in the city of Vancouver, in the Province of British Columbia.
(hereinafter the "Company") OF THE FIRST PART
AND:
XXXXXXX XXXXXXX HAVING XXXXXXX XX Xxxxx 0000, 0000 Xxxxxxx Xxxxxx, xx the
city of Vancouver, in the Province of British Columbia
(hereinafter called the "Manager") OF THE SECOND PART
WHEREAS:
1. The Company was incorporated in the State of Nevada on the 19th of
November, 2001 and wishes to pursue the development of the Console Bar
for commercial licensing and distribution.
2. The Company wishes to be listed, posted and called for trading on the
OTC BB.
3. The Company wishes to contract the Manager and to appoint the Manager
to act subject to regulatory conditions, as a Manager on Strategic
Management to the Company on the terms and conditions set out herein.
4. The Company wishes to contract the Manager and to appoint the Manager
to provide duties and operational services to the Company and the
Manager has agreed to be appointed by the Company and is qualified to
render the aforesaid services. The Manager has indicated his
willingness to accept and undertake the duties and responsibilities
pertaining to the appointment of Manager to the Company on the terms
set out herein.
5. The parties have agreed that the terms and conditions of such
appointment will be as hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the covenants hereinafter contained, the parties hereto have agreed as
follows:
1. TERM
Subject to the provisions hereinafter contained, the term of the
appointment shall be for an initial term of ONE (1) year commencing on the
date hereof, and automatically renewing each year unless terminated in
accordance with the terms and provisions of this Agreement.
2. DEVOTION OF TIME
It is acknowledged and agreed by the Company that the work of the Manager
is and will part time until the company has raised working capital and has
started a marketing campaign. The work of the Manager is of a supervisory
nature and accordingly the Manager agrees that the consideration herein set
forth will be in full and complete satisfaction for the Manager's work and
services, no matter how and when preformed, and the Manager hereby releases
the Company from any claims for overtime pay or compensation whatsoever
which the Manager might have reason of any existing or future legislation
or otherwise. The Manager will spend 20% of his time on the Company's
business until the Company starts generating revenue and then the Manager
will spend in excess of 50% of his time to the business affairs of the
Company.
3. DUTIES AND RESPONSIBILITIES
The Manager may serve as an Officer to the Company and agrees to perform
all of the functions and duties ordinarily and necessarily associated with
the office as may be reasonably assigned to him by the Board of Directors
(hereinafter the "Board"), Executive Committee or Chairman as the case may
be, of the Company.
The Manager in accepting this appointment as Manager to the Company
undertakes and agrees as follows to:
3.1 Fully and faithfully discharge his duties and responsibilities as
Manager of the Company for the term set forth.
3.2 Devote his effort and attention to the business and well being of the
Company.
3.3 Carry out his duties as Manager to the Company consistent with the
memorandum and articles or act of incorporation and by-laws of each
company and the policies, resolutions, directions, and procedures of
the Board of Directors as may be applicable at any time and from time
to time.
4. DURING THE TERMS OF THIS AGREEMENT
4.1 The Manager will establish and implement the procedures for
supervision, direction, control and operation of the Administration
and Business Direction of the Company and will have the obligation,
duties, authority and power to do all acts and things as customarily
done by persons holding the position of Manager of Strategic
Management or performing duties similar to those performed by a
Manager of Strategic Management in corporations of similar size,
ambition, focus, and goals of the Company. Including, all acts and
things as are reasonably necessary for the efficient and proper
operation and development of the Company, but without limiting the
generality of the foregoing, will include all matters related to the
general administration of the company which may reasonably be
considered the responsibility of persons holding the position of
Manager of Strategic Management in corporations of similar size to the
Company
4.2 The Manager will have the obligation, duties, authority,
responsibility and power, at the discretion of the Board of Directors
of the Company, to carry out duties on behalf of the Company, such
activities to include:
4.2.1 Advising and directing the Board of Directors, by way of
business planning, decision making, financial planning, resource
allocation, acquisitions planning for expansions of the Company.
4.2.2 Assist the Board of Directors by managing the resources and
capabilities of the work environment especially the analytical
ability to diagnose problems, evaluate information, and make
sound recommendations for advancement of the Company.
4.3 The Manager will have the obligation, duties, authority,
responsibility and power, at the discretion of the Board of Directors
of the Company, to negotiate with other persons, firms, corporations
or financial institutions in connection with the arranging and
securing of products or contracts for the Company's business, through
license agreements, joint venture or distribution agreements, subject
to approval of the Board of Directors and in accordance with the
policies of the applicable regulatory bodies.
4.4 In conducting duties under this agreement, the Manager will report to
the Company directors and will act consistently with their directives
and policies.
4.5 The Manager will perform the Operational duties and financial services
(collectively the "Services") and fulfill all obligations in a sound
and workmanlike manner.
4.6 The Manager may engage in any other position or vocation for gain or
accept any office or position, whether or not for gain, or engage in
any business as long as it does not interfere with the business and
well being of the Company.
5. REMUNERATION
The Manager shall be entitled to the following form of payment:
5.1 The Manager will be paid the sum of $500 per month during the term of
this agreement and will be entitled to options at the time an Option
Plan has been approved.
5.2 The manager agrees to defer monthly payments until the Company starts
producing revenue. However, the manager may agree to convert his
management fees for shares at any time on the approval of the Board of
Directors.
6. AMENDMENT OF REMUNERATION PAYABLE
The remuneration payable to the Manager may be altered from time to time
during the term of this agreement by mutual agreement, between the parties
in writing, executed by the parties hereto, subject to any required
securities regulatory approval. The Manager shall also be entitled to such
annual increases as the Executive Committee of the Board, as the case may
be, from time to time may at its discretion determine.
7. REIMBURSEMENT FOR EXPENSES
The Manager shall be reimbursed for reasonable expenses, out of pocket or
otherwise, incurred by the Manager in or about the execution of the
Company's appointment or on behalf of the Company as required in the
performance of the Manager's aforesaid duties and responsibilities. The
Manager shall be expected to submit reimbursable expenses. Pre-approval is
required for all such reimbursable expenses.
All expenses relating to the operations of the Company shall be paid by the
Company, ie. phones, hydro, rent, fax, telephone, postage, etc.
8. INTERRUPTION OF COMPANY'S BUSINESS
If during the term of this agreement the Company discontinues or interrupts
the operations of its business for a period of 90 days, then this agreement
will automatically terminate without liability on the part of either of the
parties hereto.
9. NOTICE
Any notice to be given under this agreement will be in writing and will be
deemed to have been given if delivered to, or sent by prepaid registered
post addressed to, the respective addresses of the parties appearing on the
first page of this agreement (or to such other address as one party
provides to the other in notice given according to this paragraph). Where a
notice is given by registered post, it shall be conclusively deemed to be
given and received on the 5th day after its deposit in Canada Post Office
at any place in Canada.
10. CONFIDENTIAL INFORMATION
The parties hereto acknowledge and agree that the Manager by virtue of the
contract with the Company will have access to confidential and secret
information and therefore the Manager agrees that during the term of this
agreement and on termination or expire of the same, for any reason
whatsoever, it will not divulge or utilize to the detriment of the Company
any so such confidential or secret information so obtained.
11. TERMINATION OF AGREEMENT
11.1 Notwithstanding any other provision herein, it is understood and
agreed by and between the parties hereto that the Manager may
terminate this agreement in its entirety by giving the Company not
less than 30 days written notice of so such intention to terminate.
The termination period may be reduced by mutual consent, in writing.
11.2 Termination of this agreement may be instituted when cause is present.
Cause shall mean failure of Manager to perform his duties or to make
himself available to the Board of the Company in a manner consistent
with his responsibilities or if Manager is in breach of any of the
other material provisions of this agreement.
12. ARBITRATION
Any controversy or claim arising out of or relating to this agreement or
any breach of this agreement will be finally settled by arbitration in
accordance with the provisions of the Commercial Arbitration Act (British
Columbia).
13. MISCELLANEOUS
13.1 This agreement will be construed under and governed by the laws of
British Columbia.
13.2 This agreement is subject to the approval of the securities regulatory
authorities having jurisdiction.
13.3 This agreement may not be amended or otherwise modified except by an
instrument in writing signed by the parties hereto.
13.4 This agreement represents the entire agreement between the parties and
supersedes any and all prior agreements and understandings, whether
written or oral, between the parties.
13.5 The titles of heading of the respective paragraphs of this agreement
shall be regarded as having been used for reference and convenience
only.
13.6 The parties hereto hereby covenant and agree that they will execute
such further agreements, conveyances and assurances as may be
requisite or which counsel for the parties may deem necessary to
effectual carry out the intent of this agreement.
THIS AGREEMENT shall endure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
permitted assignees.
NOTICE: any notice or other communication ("Notice") required or permitted
hereunder by either party to the other shall be in writing and
delivered personally or sent by registered mail.
SIGNED, SEALED AND DELIVERED )
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/s/ Xxxxxxx Xxxxxxx )
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Authorized Signatory )
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Xxxxxxx Xxxxxxx, Director )
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Name and Title )
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SIGNED, SEALED AND DELIVERED )
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/s/ Xxxxxxx Xxxxxxx )
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Authorized Signatory )
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Xxxxxxx Xxxxxxx )
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Name and Title )
