MANAGEMENT AGREEMENT
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THIS AGREEMENT made and entered into as of this 1st day of
January, 2001 by and between FOREVER ENTERPRISES, INC., a Texas
corporation ("Forever") and NATIONAL CEMETERY MANAGEMENT COMPANY, a
Missouri corporation ("Management Company").
WHEREAS, Forever owns Forever Memorial, Inc., a company which
produces and sells biographical video and internet memorials, Forever
Network, Inc., a company which owns the Bellerive Forever Company,
Hollywood Forever, Inc., a company which owns the Hollywood Forever
Cemetery and a fifty percent (50%) managing interest in Mount Washington
Forever, L.L.C., a company which owns the Mount Washington Forever
Cemetery (all of the foregoing collectively hereafter referred to as the
"Cemetery Entities"); and
WHEREAS, Forever and Management Company desire to memorialize
their management arrangement in writing.
NOW, THEREFORE, in consideration of the foregoing recitals and of
the mutual terms, covenants and agreements hereinafter set forth, and
for other good and valuable considerations, the receipt and sufficiency
of which are hereby acknowledged, the parties do hereby agree as
follows:
1. Services. Management Company shall provide Forever with all
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necessary personnel and related expenses for the Cemetery Entities sales
management, operational and administrative needs. Such services will be
provided by Management Company employees who at all times will act under
the control and at the direction of Management Company.
2. Fees. Forever shall pay to Management Company a monthly
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management fee equal to three percent (3%) of the aggregate net revenues
(as reported on Forever's external financial statements) of the Cemetery
Entities as payment for the services provided hereunder. The fee shall
be paid on the first day of each month based on the net revenues of the
Cemetery Entities for the preceding month.
3. Authority. Management Company shall, at all times, have the
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exclusive authority to direct, control, hire, fire and set wages of
Management Company personnel who render services to the Cemetery
Entities.
4. Indemnification. Management Company shall be responsible for
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and indemnify Forever and the Cemetery Entities against all wages
payable to Management Company employees who participate in rendering
services to the Cemetery Entities and employer taxes thereon (including
but not limited to FICA and Missouri unemployment taxes).
5. Termination. This Agreement may be terminated by either
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party on thirty (30) days prior written notice to the other party.
6. Governing Law. This Agreement is entered into and shall be
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governed by the laws of the State of Missouri.
NATIONAL CEMETERY MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Vice President
"Management Company"
FOREVER ENTERPRISES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Chief Executive Officer
"Forever"
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