MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement (the "Agreement"), EFFECTIVE AS OF October 1,
1996, is made and entered into by and between EIF Holdings, Inc.. a Hawaii
Corporation ("EIFH"), and American Eco Corporation, an Ontario Canada
Corporation ("AEC").
WHEREAS, EIFH is desirous of retaining AEC to obtain financing, provide
marketing services and manage day-to-day operations of EIFH, in accordance with
the terms and provisions of this Agreement; and
WHEREAS, AEC is desirous of entering into this Agreement for the purpose of
furnishing the personnel and services required pursuant to the terms hereof, and
AEC has the necessary expertise, personnel and other support services reasonably
necessary to perform the services described herein.
NOW, THEREFORE, in consideration of the premises recited above and the mutual
covenants and undertakings described below, it is agreed as follows:
1. AEC shall act on behalf of EIFH as a consultant to assist EIFH and its
personnel in conducting its operations, such as consulting services to include,
without limitation, the following:
i. Providing strategic planning and day-to-day management of operations;
ii. Assisting EIFH in obtaining favorable financing, including but not
limited to providing any necessary guarantees;
iii. Providing marketing services and support;
iv. Recruiting, hiring and training EIFH's management and personnel.
2. AEC shall have the exclusive right to designate the personnel who shall
perform the services on behalf of AEC hereunder, provided that such personnel
shall have necessary qualifications to perform said services on behalf of AEC
hereunder.
3. The compensation to be paid by EIFH to AEC for services to be performed
pursuant to this agreement shall be $1,000,000 per quarter.
4. Either EIFH or AEC may terminate this Agreement, after giving the other party
thirty (30) days notice. The compensation set forth in 3. Shall be pro-rated
through the effective date of termination.
5. EIFH hereby indemnifies, holds harmless and protects AEC from and against any
and all claims, causes of action, damages, expenses or losses whatsoever,
arising directly or indirectly out of any activity, undertaking, warranty or
agreement of EIFH accruing or in existence prior to the effective date of this
Agreement or with respect to any activity, undertaking warranty or agreement of
EIFH arising or accruing at any time without the prior notice, participation or
knowledge of AEC.
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6. The provisions hereof shall be binding upon and inure the benefit of the
parties hereto and their respective legal representation, successors and
assigns.
7. The parties agree to, from time to time and at the request of either party,
to execute such other documents and matters to further evidence the agreements
and undertakings set forth herein.
8. This Agreement shall be governed by and enforceable under the laws of the
State of Texas.
9. Each party represents to the other that the party executing the Agreement has
proper corporate authorization to do so.
In evidence whereof, the parties have caused this Agreement to be duly executed
by their respective authorized representatives, as of the date set forth above.
EIF HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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AMERICAN ECO CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President & CEO
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