EXHIBIT 6.1
MANAGEMENT SERVICES AGREEMENT
MANAGEMENT SERVICES AGREEMENT
MANAGEMENT SERVICES AGREEMENT dated as of May 2, 2005 (the "Agreement")
between PRIMA EASTWEST MODEL MANAGEMENT, INC., a California corporation (the
"Company"), and Q MANAGEMENT, INC., a New York corporation (the "Manager").
BACKGROUND
The Manager has been providing the Company with various management
services relating to the Company's talent management business pursuant to verbal
arrangement between the Manager and the Company. The parties now desire to enter
into this Agreement to codify the terms of their prior verbal arrangement.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto, intending to be legally bound, agree as follows:
1. Engagement of the Manager. Subject to the terms and conditions set
forth in this Agreement, the Company hereby engages the Manager to provide, and
the Manager hereby agrees to furnish or cause to be furnished to the Company,
the services as more particularly set forth in Section 2 of this Agreement.
2. Duties of the Manager. During the Term (as hereinafter defined) of this
Agreement, the Manager shall provide, or cause to be provided, the following
services:
(a) Senior management oversight of the Company's operations by
making ▇▇▇▇ ▇▇▇▇▇▇▇, an employee of Manager, available to the Company for an
allocated portion of his time, which allocated portion of time will generally
not exceed ten hours per week.
(b) Financial and accounting services including accounts payable and
accounts receivable management, cash management, preparation of financial
statements and other financial and operational reporting and planning.
(c) Use of the "Q Management" name in connection with the marketing
and public image of the Company's business.
(d) Inclusion of the Company's location and talent on the Q
Management internet website.
(e) Support to the Company's sales and talent booking personnel in
connection with the Company's business.
(f) Use of certain computer software,
(g) Provision of such other and further general administrative,
operational, and managerial services and the provision of such other management
and operational services as the Company may from time to time reasonably request
or require.
3. Management Fee. As compensation for the services to be provided by the
Manager hereunder, the Company shall assume the payment of $2,000.00 per month
of the salary of Manager's key employee, ▇▇▇▇ ▇▇▇▇▇▇▇. Such amount shall be paid
directly by the Company to ▇▇. ▇▇▇▇▇▇▇, subject to the normal withholding of
employee-related taxes and the like.
4. Inter-Company Advances. Separate and apart from this Agreement, Manager
may make inter-company advances of funds and the Company may repay such advances
on terms and conditions agreed by the parties. Such advances shall be separately
reflected on the financial statements of each respective company and either a
loan payable or receivable, as the case may be.
5. Representations and Warranties of the Company and the Manager. Each of
the parties to this Agreement represents and warrants to the other that (i) it
has the power, authority and right to enter into this Agreement and to carry out
and perform the terms, covenants and conditions of this Agreement, (ii) that the
execution, delivery and performance of this Agreement has been duly authorized,
if necessary, by all necessary corporate action and (iii) this Agreement is a
valid and binding agreement of such party.
6. Term. This Agreement shall be effective as of the date hereof and shall
remain in full force and effect for a period of twelve months from the date
hereof and thereafter shall renew for successive terms of one-year unless either
party gives to the other party 90 days prior written notice of termination.
7. Scope. The parties hereto recognize that in performing its duties
hereunder, the Manager shall be acting as an independent contractor, and nothing
contained in this agreement shall be construed to constitute the Company and the
Manager as partners or joint venturers, any such intent being hereby expressly
disclaimed.
8. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the Company and the Manager and their respective successors and
assigns.
9. Notices. All notices, requests, demands and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been given if given to the last known address of the recipient
(a) when received, if delivered in person, (b) when sent, if sent by facsimile
transmission with receipt confirmed or (c) three (3) business days following the
mailing thereof, if mailed by certified first class mail, postage prepaid,
return receipt requested.
10. Waiver. A waiver by a party hereto of a breach of any term, covenant
or condition of this Agreement by the other party hereto shall not operate or be
construed as a waiver of any other or subsequent breach by such other party of
the same or any other term, covenant or condition hereof.
11. Entire Agreement; Amendments. This Agreement is intended by the
parties hereto as a final expression of their agreement and understanding and
exclusive statement of the terms hereof and supersedes any and all prior and
contemporaneous agreements and understandings relating thereto. No waiver,
modification, change or amendment of any of the provisions of this Agreement
shall be valid unless in writing and signed by the party against whom such
claimed waiver, modification, change or amendment is sought to be enforced.
12. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereby.
13. Titles; Counterparts; Facsimile Execution. The titles of the Sections
of this Agreement are inserted merely for convenience and ease of reference and
shall not affect or modify the meaning of any of the terms, covenants or
conditions of this Agreement. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which,
together, shall constitute one and the same original instrument. Facsimile
execution and delivery of this Agreement is legal, valid and binding for all
purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and the year first above written.
PRIMA EASTWEST MODEL MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
Q MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President