MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT, made this 6th day of July, 2007, by and between GREENSHIFT
CORPORATION, having its principal office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("GreenShift"), and GS AGRIFUELS CORPORATION, a corporation
of the State of Delaware, whose address is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("GSGF").
WHEREAS:
A. GreenShift is a publicly traded company that develops and supports
companies and technologies that facilitate the efficient use of natural
resources;
B. GSGF was founded by GreenShift and is now a publicly traded company whose
business model is based on the manufacturing and sales of proprietary
equipment, including biodiesel equipment, and the use of new technologies
to produce biodiesel, synthetic diesel, and ethanol from non-traditional
feedstocks such as corn oil and cellulosic biomass through the utilization
of several new proprietary technologies (the "Business");
C. GreenShift's executive and administrative staff have provided and continue
to provide GSGF with substantial managerial, operational, technical, legal,
accounting, and other general administrative expertise (the "Management
Services");
D. GSGF is in need of such services; and,
E. The parties which to enter into an arrangement whereby GreenShift will
provide GSGF with its continuing Management Services.
NOW THEREFORE, in consideration of the mutual premises and covenants herein set
forth and for other good and valuable consideration, the receipt of which by
each of the parties hereto is hereby acknowledged, it is agreed as follows:
1. ENGAGEMENT
GSGF hereby retains GreenShift to render the Management Services to GSGF.
2. TERM
Except in the case of earlier termination, as hereinafter specifically provided,
the term (the "Services Period") of this Agreement shall be as of the date first
above written (the effective date hereof) through and including FIVE (5) years
from the date first above written (the "Initial Term"); provided, however, that
after expiration of the Initial Term, this Agreement and the Services Period
shall automatically be renewed at the expiration of the Initial Term and each
anniversary of such expiration thereafter for successive one-year terms so that
the remaining term of this Agreement and the Services Period shall continue to
be one year at all times after expiration of the employment period unless GSGF
or GreenShift delivers written notice to the other party at least sixty (60)
days preceding the expiration of the employment period or any one-year extension
date of the intention not to extend the term of this Agreement.
3. COMPENSATION
In return for the Management Services, GreenShift shall receive an annual fee of
ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS, U.S. currency (the "Base
Fee"), plus, in the event and to the extent that GreenShift's staff (not
including GreenShift's executive officers) provides Management Services
(including, for example, GSGF approved management, accounting and other general
administrative services), then GSGF shall pay for such services in cash at a
rate equal to GreenShift's cost plus 15% to provide such services plus (the "G&A
Services"). The Base Fee and the G&A Services shall be either, at GreenShift's
sole option, accrued or paid in the form of registered shares of common stock
until such time as GSGF generates sufficient positive cash flows to support cash
payment of said amounts. If GSGF generates cash flow sufficient to pay any
accrued fees in cash, GreenShift, at its sole option, may choose to receive cash
payment in lieu of registered shares of GSGF. After GSGF generates sufficient
cash flows to service said amounts regularly in cash, any amounts paid to
GreenShift hereunder shall be paid in cash by GSGF in accordance with GSGF's
normal mode of payment, which amount shall be in cash on a monthly basis.
Additionally, GSGF shall reimburse GreenShift for reasonable and customary
expenses incurred by GreenShift with third party vendors during its performance
hereunder in the form of cash, paid on the same schedule as GSGF's regular
expense reimbursement policies.
4. MISCELLANEOUS
A. Corporate Authorization
Each party represents and warrants that it has full power,
capacity and authority to execute and deliver this Agreement and
the related agreements, and to consummate the transactions
contemplated hereby; the execution and delivery of this
Agreement, and the consummation of the transactions contemplated
hereby, have been duly and validly authorized by such party, and
no other proceedings are necessary to authorize this Agreement,
or to consummate the transactions contemplated hereby; and this
Agreement has been duly and validly executed and delivered by
such party, and constitutes the legal, valid and binding
agreement of such party.
B. No Approvals Required
There is no authorization, consent, order or approval of, or
notice to or filing required to be obtained or given in order for
such party to execute and deliver this Agreement, to consummate
the transactions contemplated hereby and to fully perform its
obligations hereunder.
C. No Violations
The execution, delivery and performance by either party of this
Agreement, and the consummation by either party of the
transactions contemplated hereby and thereby, will not, with or
without the giving of notice or lapse of time or both, (i)
violate any provision of law, statute, rule or regulation to
which either party is subject, (ii) violate any order, judgment
or decree applicable to either party, (iii) conflict with or
result in a breach or default under any term or condition of the
corporate charter or bylaws of either party, or (iv) violate or
result in a breach or default of any term or condition of any
contract or agreement with any third party.
D. Governing Law and Jurisdiction
The rights and obligations of the parties under this Agreement
shall in all respects be governed by the laws of the State of New
Jersey. The parties agree that venue and jurisdiction for any
action arising out of this Agreement shall be proper in and only
in the Superior Court of the State of New Jersey, County of
Passaic, and the parties consent to the jurisdiction of such
court.
E. Severability
The provisions of this Agreement are intended to be severable. If
any term or provision of this Agreement or the application
thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the
application of such term or provision to persons or circumstances
other than those as to which it shall be held invalid or
unenforceable shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the
maximum extent permitted by law.
F. Counterparts; Effectiveness
This Agreement may be executed in any number of counterparts and
any party hereto may execute any such counterpart, each of which
when executed and delivered shall be deemed to be an original and
all of which counterparts taken together shall constitute but one
and the same instrument. This Agreement shall become binding when
one or more counterparts taken together shall have been executed
by all of the parties reflected as the signatories hereto and
delivered to all of the other parties hereto.
G. Entire Agreement
This Agreement constitutes the entire agreement between the
parties with respect to the subject matter of this Agreement and
supersedes all prior understandings and writings relating to the
subject matter of this Agreement.
H. Waiver
No failure by any party to insist upon the strict performance of
any covenant, agreement, term or condition of this Agreement or
to exercise any right or remedy consequent upon a breach hereof
shall constitute a waiver of any such breach or any other
covenant, agreement, term or condition. Any party by notice may,
but shall be under no obligation to, waive any of its rights or
any conditions to its obligations hereunder, or any covenant or
agreement of any other party to this Agreement. No waiver shall
be deemed to have been made unless expressed in writing and
signed by such party. No waiver shall affect or alter the
remainder of this Agreement but each and every covenant,
agreement, term and condition hereof shall continue in full force
and effect with respect to any other then existing or subsequent
breach.
I. Approvals and Consents
Whenever the consent or approval of a party is required under any
provision of this Agreement or a matter is subject to the
satisfaction of a party then, except as otherwise specifically
provided in this Agreement, such party shall not unreasonably
withhold such consent or approval, shall not be unreasonable in
deciding whether such matter is satisfactory, and shall not
unreasonably delay communicating its decision. Whenever in this
Agreement it is provided that it shall be necessary for one party
to have another party's consent or approval to any action, such
consent or approval must be received in writing prior to the
taking of the action to which it relates.
J. Amendments
This Agreement may not be modified or amended without the written consent
of all parties hereto.
IN WITNESS WHEREOF, the parties have executed this MANAGEMENT
SERVICES AGREEMENT as of the date first set forth above.
GS AGRIFUELS CORPORATION
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President and Chief Executive Officer
GREENSHIFT CORPORATION
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman and Chief Executive Officer
