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MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement ("Agreement") is entered into
effective the 27th day of July, 2001 by and between Sterling International,
Inc. ("Sterling") and Centrex, Inc. ("Company").
WHEREAS, the Company desires to engage Sterling, an independent
contractor, and Sterling desires to provide specified Operations Management
services not in connection with fund raising activities and specifically
excluding the functions and activities of, accounting, legal, human resources
and finance to the Company on and subject to the terms and conditions set forth
herein; and
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy
and sufficiency are acknowledged, the parties agree as follows:
1. Engagement. The Company engages Sterling and Sterling accepts the
engagement from the Company to perform all aspects of operations for the
Company upon the terms and conditions of this Agreement.
2. Scope of Engagement. Sterling agrees to devote his good faith diligent
efforts for the Company to perform any and all operations functions for the
Company and such other duties and tasks as shall be assigned to Sterling from
time to time by the Company. Sterling shall make monthly reports outlining
activities in the following areas:
a. Coordination of product development with the inventor and inventor's staff
b. Market Research and the identification of potential markets.
c. Manufacturing alliances.
d. Distribution relationships and alliances.
e. Pricing and Promotional activities
f. Revenue and expense responsibility
g. Customer service
h. Product delivery
i. Operations management and staffing
j. Budgets and projections
3. Term of Engagement. This Agreement shall remain in effect for one year from
the effective date, unless terminated for cause by prior written notice. This
Agreement will continue for successive one-year terms with the exception of the
Stock Options, which are vested on the occurrence of milestone events.
4. Compensation. Sterling shall be paid the following compensation:
(a) Stock Options. Options to purchase 15% of the outstanding
shares of the Company (1,342,500) shares of common stock of
the Company at par value ($0.001) are hereby granted and
vesting occurs upon the achievement of the milestone events as
follows:
Execution of this Agreement 250,000 options
Marketing Plan accepted by the Board of Directors 250,000 options
Production of product for commercial use 250,000 options
Product sales in excess of $1,000,000 250,000 options
First Quarter of profitable operations 342,500 options
(b) Expense Reimbursement. Sterling shall be reimbursed all out of
pocket business expenses incurred in accordance herewith. The
Company shall approve a budget for expenses that may be
modified from time to time as conditions warrant. All expense
reimbursements approved by the Company shall be supported by
appropriate receipts. The Company shall be entitled to deduct
from any payments all federal, state and local income, FICA
and other required tax withholdings.
(c) Management Fee. Sterling shall receive $25,000 upon execution
of this Agreement and a fee in the amount of $10,000 at the
beginning of each month commencing August 1, 2001. In addition to
the management fee, Sterling shall receive incentive compensation
equal to 15% of year-to-date net profit, payable within 30 days
of the end of each quarter. In the event that the Company is
unable to fund the payment of the management fee or the incentive
compensation, Sterling agrees that the Company will record the
liability for and pay Sterling as soon as funds are available to
the Company.
(d) No Employee Benefit. Sterling agrees that Sterling shall have
no participation in any employee benefit programs now in
effect or hereafter established by the Company, and Sterling
shall not be entitled to participate in health, accident, and
life insurance programs, vacation benefits, and pension,
profit sharing or other employee benefits.
5. Termination. This Agreement may be terminated for cause by prior
notice given by either party.
6. Independent Contractor. Sterling is an independent contractor and
not an employee, partner, joint venturer or other representative of the
Company. Sterling is not under the direct or indirect control of the Company.
All references in the Agreement to "Sterling" include the Sterling and
Sterling's directors, officers, employees and affiliates.
7. Miscellaneous.
(a) Notices. Any notice, request, demand or other communication
required to be made or which may be given to either party
hereto shall be delivered by certified U.S. mail, postage
prepaid, to that party's attention at the address set forth
below or at such other address as shall be changed from time
to time by giving notice hereunder.
Centrex, Inc.
0000 Xxxxx Xxxx Xxxxxx - Xxxxx 000
Xxxxx, Xxxxxxxx 00000
Sterling International, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
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(b) Entire Agreement. This document constitutes the complete and
entire employment agreement between the parties hereto with
reference to the subject matters hereof. No statement or
agreement, oral or written, made prior to or at the signing
hereof, and no prior course of dealing or practice by either
party shall vary or modify the written terms hereof.
(c) Headings. The headings and captions contained in this
Agreement are for ease and convenience of reference only and
shall not be deemed for any purpose to affect the substantive
meaning of the rights and duties of the parties hereto in any
way.
(d) Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and there
respective successors and assigns.
(e) Counterparts. This Agreement may be executed in multiple
counterparts, each of which has the same text and each of
which shall be deemed an original for all purposes, but
together they constitute one single and the same agreement.
(f) Amendments. This Agreement may be amended only by a written
document signed by the parties and stating that the document
is intended to amend this Agreement.
(g) Applicable Law. This Agreement shall be governed by
and construed in accordance with Oklahoma law.
(h) Resolution of Disputes. The parties agree to resolve all
disputes arising under or in connection with this Agreement by
final and binding arbitration, which either party may initiate
60 days after the parties have failed to reach a mutually
acceptable agreement after negotiating in good faith to do so.
The arbitration shall be conducted in accordance with the
Commercial Rules of Arbitration of the American Arbitration
Association, held in Tulsa, OK.
(i) Additional Documents. The parties hereto shall enter into
and execute such additional agreements, understandings,
documents or instruments as may be necessary to implement
the intent of this Agreement.
(j) Cumulative Remedies. The remedies of the parties as set forth
herein are cumulative and may be exercised individually or
together with one or all other remedies, and are not exclusive
but instead are in addition to all other rights and remedies
available to the parties at law or in equity.
(k) Severability. If any provision of this Agreement or the
application thereof to any person or circumstances shall be
held invalid or unenforceable to any extent, the remainder of
this Agreement and the application of such provisions to other
persons or circumstances shall not be affected thereby and
shall be enforced to the greatest extent permitted by law.
(l) Waiver. The failure of a party to enforce any provision of
this Agreement shall not constitute a waiver of such party's
right to thereafter enforce such provision or to enforce any
other provision at any time.
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IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to
be executed effective this 27th day of July 2001.
Sterling International, Inc. Centrex Inc.
/s/ XXX XXXXXX /s/ XXXXXXX XXXXX
BY:___________________________________ BY: ____________________________
Xxx XxXxxx, President Xxxxxxx Xxxxx, President
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