Exhibit 6.5
MANAGEMENT AGREEMENT
THIS AGREEMENT made effective January 1, 1997.
BETWEEN:
3099458 CANADA INC., a body corporate, duly incorporated under
the Canada Business Corporations Act, having its head office
situate at 000 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0;
(hereinafter called the "Corporation")
OF THE FIRST PART
AND:
MAYON MANAGEMENT CORP., a body corporate, duly incorporated
under the laws of the Province of British Columbia, having its
head office Xxxxx 000, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0;
(hereinafter called the "Manager")
OF THE SECOND PART
WHEREAS:
A. The Corporation is engaged in the natural resource industry and requires the
services of a manager to fulfill the day-to-day responsibilities imposed on the
Corporation; and
B. The Manager has agreed to act as Manager of the Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the
premises, the mutual covenants and agreements herein contained the parties
hereto hereby agree as follows:
1. The Corporation hereby agrees to retain the services of the Manager.
2. The retention of the Manager shall be for a period of one (1) year commencing
January 1, 1997, and continuing thereafter from year to year unless and until
terminated as hereinafter provided.
3. The Manager shall serve the Corporation and any subsidiaries from time to
time owned by the Corporation in such capacity or capacities and shall perform
such duties and exercise such powers as may from time to time be determined by
Resolution of the Board of Directors of Corporation.
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4. Notwithstanding the control vested in the Board of Directors with respect to
the activities of the Manager, the Manager shall have from the date of
commencement of this Agreement, the authority and responsibility to deal with
the following subject matters:
a. maintaining the services of professionals for the purpose of reviewing all
prospects introduced to the Corporation for investment or participation;
b. selecting on the basis of evaluations provided by professionals after
consideration of the risk factors involved, suitable properties for
acquisition and participation;
c. negotiating contracts with potential participants in ventures to be
participated in by the Corporation;
d. negotiating for and obtaining the services of operators for the
Corporation's prospects, or if the Corporation is the operator, negotiating
for and obtaining the services of drilling contractors;
e. conducting on-site inspections of all projects undertaken by the
Corporation;
f. arranging for an securing financings for the Corporation as may be
permitted by regulatory bodies;
g. arranging for timely disclosure of all material facts in the affairs of the
Corporation;
h. arranging for the collection of all receivables and production revenue to
be obtained by the Corporation;
i. negotiating for and concluding all oil and gas or other natural resource
products sales contracts;
j. establishing and maintaining suitable banking relations;
k. ensuring the maintenance of proper accounting records and compiling monthly
statements of the source and application of funds;
l. arranging for payment of all payables of the Corporation and/or any
subsidiaries;
m. perusing and replying to all corporate inquiries and correspondence;
n. securing and obtaining for the benefit of the Corporation competent tax
advice, legal advice and services and accounting services; and
o. and all such other duties as may be imposed upon the Manager from time to
time due to the nature of the Corporation's business.
5. The remuneration of the Manager for his services hereunder shall be at the
rate of SIXTY THOUSAND DOLLARS ($60,000) DOLLARS per year (together with any
such increments thereto as the Board of Directors of the Corporation may from
time to time) payable in equal
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monthly installments in advance on the first business day of each calendar
month, the first such installment to be payable on the first day of January,
1997.
6. The Manager shall be reimbursed for all traveling and out-of-pocket expenses
actually and properly incurred by it in connection with its duties hereunder. In
respect of expenses, the Manager shall provide statements and vouchers to the
Corporation as and when required by it.
7. The terms "subsidiary" and "subsidiaries" as used herein mean any corporation
or Corporation of which more than 50% of the outstanding shares carrying voting
rights at all times are for the time being owned by or held for the benefit of
the Corporation and any other corporation or company in like relation to the
Corporation and include any corporation or company in like relation to a
subsidiary.
8. Any notice required or permitted to be given hereunder to the Manager or to
the Corporation shall be given by registered mail, postage prepaid, addressed to
the Manager or the Corporation at their respective registered offices from time
to time in existence. Any notice mailed as aforesaid shall be deemed to have
been received by the Addressee on the second business day following the date of
mailing.
9. This Agreement may be terminated:
a. by the Manager on ninety (90) days written notice to the Corporation; or
b. by the Corporation on thirty (30) days written notice to the Manager.
10. The provisions of this Agreement shall be governed by and interpreted in
accordance with the laws of the Province of British Columbia.
IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be
executed, as of the day and year first above written.
THE CORPORATE SEAL of )
3099458 CANADA INC. )
was hereunto affixed in the )
presence of: )
) (c/s)
__________________________________ )
)
__________________________________ )
THE CORPORATE SEAL of )
MAYON MANAGEMENT CORP. )
was hereunto affixed in the )
presence of: )
)
) (c/s)
__________________________________ )
)
__________________________________ )
