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:
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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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Authorized Signatory )
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Name and Title )
SIGNED, SEALED AND DELIVERED )
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Authorized Signatory )
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Name and Title )