EXHIBIT 10.1
MANAGEMENT AGREEMENT
AGREEMENT made this 1st day of June, 2002 between GSV, INC., a Delaware
Corporation (the "Company") and POLYSTICK U.S. CORP., a New York corporation,
with business offices at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(the "Manager").
WHEREAS, Manager is in the business of advising businesses relating to
their oil and gas operations and investments; and
WHEREAS, the Company is desirous of retaining the services of Manager to
assist the Company in the management of its oil and gas working interests and
the development of new oil and gas activities, such as exploration and
development and alternative energy recovery, and Manager has agreed to provide
such services.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, Manager and the Company hereby agree as follows:
1. Management Services. The Company hereby engages Manager and Manager
hereby agrees to make itself available to render at the request of the Company,
certain independent management advisory and consulting services to the best of
its ability in compliance with all applicable laws, the Company's Certificate of
Incorporation and By-laws and under the terms and conditions hereof. Such
services shall include consulting with the Company's management in connection
with all aspects of the Company's investment research, business ventures,
exploration, development and production projects in connection with the
Company's oil and gas working interests, and the development of its plans to
engage in future activities in the oil and gas business. Xxxx Xxxxx will be
primarily responsible for performing the management advisory and consulting
responsibilities of Manager hereunder. Services rendered by Manager and Xx.
Xxxxx hereunder may be made through in-person meeting, telephone and via
correspondence. It is understood that the services rendered shall be upon the
request of the Company and shall be rendered at such time, in such manner and at
such places as shall be reasonably convenient and consistent with Manager's
other business commitments and Xx. Xxxxx'x other business and personal
commitments.
2. Compensation. In consideration of Manager's promise to perform the
services for the Company as provided for in Section 1 hereof and as an
inducement to enter into this Agreement, the Company shall pay to Manager an
annual consulting fee of $150,000, payable in monthly installments.
3. Expenses. Manager shall be reimbursed for all reasonable business
expenses incurred by it during the Term of this Agreement (as hereinafter
defined) in the performance of its services hereunder in compliance with the
existing policies of the Company relating to reimbursement of such expenses.
Manager is required to submit sufficient documentation of expenditures.
4. Independent Contractor. It is expressed, understood and agreed that
Manager is acting as an independent contractor in performing its services
hereunder. The Company shall carry no workmen's compensation insurance or any
accident insurance to cover any person performing the management advisory and
consulting responsibilities of Manager hereunder. The Company shall not pay any
contribution to social security, employment insurance, federal and state
withholding taxes.
5. Term. This Agreement shall be in full force and effect for the period
commencing June 1, 2002 and continuing up to and through May 31, 2003.
6. Termination. This Agreement may be terminated at will by either party
upon thirty (30) days' prior written notice, upon the consent of both parties.
7. Severability. With respect to any provision of this Agreement finally
determined by a court of competent jurisdiction to be unenforceable, Manager and
the Company hereby agree that such court shall have jurisdiction to reform such
provision so that it is enforceable to the maximum extent permitted by law, and
the parties agree to abide by such court's determination. In the event that any
provision of this Agreement cannot be reformed, such provision shall be deemed
to be severed from this Agreement, but every other provision of this Agreement
shall remain in full force and effect.
8. Binding Effect; Assignment. The terms and provisions of this
Agreement shall be binding on and inure to the benefit of Manager, the Company
and their respective heirs, executors, administrators, legal representatives,
successors and assigns. This Agreement shall require the personal services of
Manager and consequently, Manager may not assign, pledge or encumber in any way
all or part of its obligations under this Agreement without the prior written
consent of the Company. The Company may assign its rights and obligations
hereunder without the consent of Manager.
9. No Modification. No agreement, modification, or waiver or any
provision of this Agreement, nor consent to any departure therefrom shall be
effective unless the same shall be in writing and signed by the parties hereto.
10. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York.
11. Notices. All notices, consents, demands, requests, approvals and
other communications which are required or may be given hereunder shall be in
writing and be deemed to have been given, delivered or mailed, registered or
certified, first class postage prepaid and/or telefax as follows:
If to Manager:
Polystick U.S. Corp.
1290 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxx
If to Company:
GSV, Inc.
000 Xxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
(000) 000-0000 (fax)
With a copy to:
Xxxxx & Xxxxxxx LLP
0000 Xxxxxxxx, 0xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
(000) 000-0000 (fax)
12. Captions. The Section headings of this Agreement are included for
convenience only and shall not constitute a part of this Agreement in construing
or interpreting any provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this instrument as of the day and year first above written.
GSV, INC.
By:
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Gilad Gat, President
POLYSTICK U.S. CORP.
By:
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Xxxx Xxxxx, President
