MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement") is made as
of the 28th day of July, 1999 by and between Direct Marketing Services
Group, LLC, a Maryland Limited Liability Company (the "Manager"), and
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation (the
"Company").
WHEREAS, the Members of the Manager consist of shareholders of
the general partner of Venture Media Limited Partnership, the Company's
majority shareholder, and other consultants/advisors to the Company's
predecessor partnership;
WHEREAS the Members of the Manager have heretofore provided
certain accounting, marketing, strategic planning and management
services to the Company's predecessor partnership and received
distributions therefor pursuant to informal arrangements;
WHEREAS, in connection with the proposed initial public offering
of the Company (the "Offering"), the parties desire to formalize a
management services relationship and establish a formal compensation
structure;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Term
This Agreement shall become effective upon the closing of the
Offering and shall initially continue until the first anniversary of
such closing. Thereafter, this Agreement shall remain in effect for
successive one-year periods unless and until either party terminates
this Agreement pursuant to Section 4 hereof.
2. Appointment, Acceptance and Duties
The Company hereby retains the Manager to provide the Company and
its subsidiaries and affiliates with accounting, marketing, strategic
planning and management services. In performing the foregoing
services, the Manager shall carry out such duties and exercise such
powers pertaining to the management and operations of the Company as
may be determined from time to time by the Board of Directors of the
Company.
3. Management Fee
(a) For the provision of the services herein set forth, subject
to review as hereinafter provided, the Company shall pay to the Manager
in the aggregate a fee at an annual rate of $175,000. During the term
of this Agreement, the Company and the Manager agree that on or before
the anniversary of the closing of the Offering, and thereafter before
each subsequent year anniversary, the annual fee shall be reviewed by
the Manager and the Board of Directors of the Company with a view to
ensuring that the Manager's fee is fair and reasonable considering the
services to be provided.
(b) The Manager shall submit to the Company, quarterly in
arrears, an accurate written record (including receipts) of its
reasonable expenses actually and properly incurred by it in connection
with carrying out its duties hereunder. The Company agrees that it
shall reimburse the Manager for such reasonable expenses no later than
the 15th day of the month following the quarter in which the Manager
submitted its request.
4. Termination
Notwithstanding anything to the contrary herein, this Agreement
may be terminated by either party upon ninety (90) days prior written
notice.
5. Governing Law
This Agreement shall be governed by and construed in accordance
with the laws of the State of Maryland applicable to contracts to be
performed entirely within the State of Maryland.
6. No Assignment
This Agreement may not be assigned without the prior written
consent of all of the parties hereto.
7. Successors
This Agreement shall be binding on and inure to the benefit of
the successors and permitted assigns of the Company and the Manager.
8. Amendments
This Agreement may only be amended by instrument in writing
executed by all of the parties hereto.
IN WITNESS THEREOF the parties have executed this Agreement on
the date first written above.
Direct Marketing Services Group, LLC
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Member
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
By: ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Accounting Officer
