Husa Liquidating 10-K 2002 FY Annual report

Exhibit 10.17

“English Translation”

MANAGEMENT AGREEMENT

BETWEEN:	LES SERVICES DE GESTION HEARING CARE OF AMERICA (SGHCA) INC.,a duly incorporated corporation established for a private interest, having its head office at 2770 Chemin du Lac, Longueuil, Quebec, J4N 1B8, herein represented by Mr. Steve Forget, duly authorized as he so declares,
	(Hereinafter referred to as the “Manager”);
AND:	COUSINEAU, DOUCET, PARENT, FORGET, AUDIOPROTHÉSISTES, s.e.n.c., a general partnership, having its head office at 44 Côte du Palais, Quebec City, Province of Quebec, G1R 4H8, herein represented by Mr. Martin Cousineau, duly authorized as he so declares,
	(Hereinafter referred to as “CDPF”

WHEREAS CDPFis a firm of hearing aid acousticians;

WHEREASin connection with the practice of its profession,CDPFrequires management expertise from time to time;

WHEREAStheManagerhas renowned management expertise;

WHEREAStheManageris prepared to provideCDPF, uponCDPF’s request and according to its instructions, with the management expertise thatCDPFrequires in order to carry on its professional activities;

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. PREAMBLE

1.1 The preamble shall form an integral part of this Agreement and shall guide the interpretation hereof.

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2. OBJECT

2.1 Subject to the provisions of section 4 hereinafter, theManager, upon the request and according to the instructions ofCDPF, shall provide toCDPFall the management expertise thatCDPF requires for the practice of its profession, to the specific exclusion of any professional acts required by law to be performed solely by hearing aid acousticians.

3. DILIGENCE

3.1 TheManagerundertakes to provide its management services toCDPFin a diligent and competent manner and in good faith whenever theManager’s management services are required byCDPF.

4. MANAGER’S TASKS

4.1 For greater certainty and without limiting the generality of the foregoing, theManagershall perform, uponCDPF’s request and according to its instructions, the following tasks forCDPF:

4.1.1	the keeping ofCDPF’s accounting books and records in accordance with generally accepted accounting standards, including the preparation ofCDPF’s financial statements;
4.1.2	the hiring, laying off and dismissal of and setting of working conditions forCDPF’s non-professional, clerical, support, administrative or other employees;
4.1.3	the remuneration of non-professional, clerical, support, administrative or other employees;
4.1.4	the issuance and collection ofCDPF’s cheques and other commercial instruments, with the exception of those issued in the name of theManager;
4.1.5	the collection ofCDPF’s receivables and the payment of its accounts;
4.1.6	the administration of day-to-day relations withCDPF’s suppliers, to the exclusion of the making of any contracts;
4.1.7	any other day-to-day acts of management required for the sound management ofCDPF.

5. PROHIBITION

5.1 It is expressly agreed between the parties that theManager and its employees, agents and/or representatives shall not be entitled, in any manner, to present themselves asCDPF’s representatives in connection with any acts other than those described herein, nor may theManagerin any manner commence or continue any legal proceeding concerningCDPF, appear in its name, take up its defence or effect any settlement of any dispute involvingCDPF.

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6. REPORT

6.1 TheManagerundertakes to provideCDPFwith a report in writing on its management within thirty (30) days after the end of each month during which theManagerrendered management services toCDPF. The said report shall be in such form asCDPFmay require from time to time. TheManagershall also be required, upon simple written or verbal request byCDPF, to furnish any supporting vouchers thatCDPFmay require, such as deposit slips, cheques, invoices, etc.

7. OWNERSHIP

7.1 All reports or documentation that relate to the management ofCDPFshall remainCDPF’s property at all times. TheManager undertakes to remit forthwith all such reports and documentation that may be in its possession or in the possession of its employees, agents or representatives, upon simple written or verbal request byCDPF.

8. CONFIDENTIALITY

8.1 TheManagershall ensure that theManagerand all its employees, agents and/or representatives keep confidential and refrain from disclosing or using, in any manner whatsoever, for their own benefit or the benefit of third parties, any information or documentation concerningCDPFof which they may acquire knowledge in the course of performing their duties hereunder or by virtue of having access toCDPF’s premises and documents, and in particular, but without limiting the generality of the foregoing, any information or documentation having to do withCDPF’s clients or their files.

9. CONSIDERATION

9.1	In consideration of the management services provided by theManagertoCDPFfrom time to time,CDPFshall pay theManagerthe fees set forth in the attached schedule. The said amount shall be payable byCDPFto theManageron the tenth day following the date of the invoice sent by theManagertoCDPF.
9.2	Interest at the prime rate of theManager’s banker plus five percent (5%) per annum shall be added to any amount unpaid when due byCDPF.
9.3	All applicable taxes including more specifically, but not limited to, the goods and services tax and the Quebec sales tax shall be added to the amount due byCDPFto theManagerhereunder.

10. TERM

10.1 This Agreement is made for a term of three (3) years from the execution hereof and shall be renewable automatically for an additional period of one year unless one of the parties prefers not to renew the said Agreement. A party wishing to prevent the Agreement from being renewed automatically shall send the other party, at least thirty (30) days in advance of the renewal date, a written notice stating that it does not intend to renew the Agreement.

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11. TERMINATION

11.1 This Agreement shall be terminated automatically within thirty (30) days afterCDPFsends theManagera notice stating that it is in default or has refused or failed to comply with any of the provisions contained herein, in the event that such default, refusal or failure continues after the aforementioned period.

12. END OF AGREEMENT

12.1 This Agreement shall also terminate forthwith, without any prior notice being required, upon the occurrence of any of the following events:

12.1.1	if one of the parties makes an assignment for the benefit of its creditors;
12.1.2	if a receiver, trustee or other similar official is appointed to administer the property of one of the parties;
12.1.3	if a petition in bankruptcy or a petition for reorganization pursuant to any legislation is made by or against one of the parties hereto;
12.1.4	if one of the parties commits any other act of bankruptcy or if a winding-up order is issued by a competent court;
12.1.5	if one of the parties becomes insolvent;
12.1.6	ifCDPFfails to make payment to theManagerof any sum owed as specified herein;
12.1.7	in the event of fraud, theft or misrepresentation by theManager.

13. MISCELLANEOUS

13.1 Election of Domicile

13.1.1 For purposes of this Agreement, the parties elect domicile in the judicial district of Quebec for all legal purposes and jurisdiction of the courts.

13.2 Amendment

13.2.1 No amendment may be made to this Agreement except by written instrument signed by all parties.

13.3 Notices

13.3.1	All notices hereunder must be given in writing.
13.3.2	Any notice shall be validly given if delivered in person, sent by registered mail or faxed to the intended recipient at the address first stated above.
13.3.3	Any notice given in the manner aforesaid shall be deemed to have been received at the time of delivery if delivered in person, on the third business

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	day following the mailing date if mailed, or on the business day following the transmission date if faxed.
13.3.4	Each party may notify the other, in the manner aforesaid, of any change of address for purposes of the giving of notices.

13.4 No Waiver

13.4.1 The failure or delay by a party hereto to enforce a right, remedy or prerogative hereunder shall not entail a waiver of such right, remedy or prerogative, nor shall a party that failed to fully exercise a right, remedy or prerogative be prevented from exercising such right, remedy or prerogative, in whole or in part, at any future time.

13.5 Entire Agreement

13.5.1 This Agreement sets forth the entire agreement between the parties and no representations are made or warranties given other than those contained herein.

13.6 Partial Invalidity

13.6.1 Any decision of a court that may find any of the provisions of this Agreement to be null or unenforceable shall not affect the other provisions of this Agreement or the validity or enforceability of such provisions.

13.7 Assigns

13.7.1 Subject to the provisions hereof, this Agreement shall be binding on the successors and assigns and on the heirs, executors and administrators ofCDPF.

IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED AT Montreal, ON DECEMBER 1, 2000

THE MANAGER:

LES SERVICES D’APPROVISIONNEMENT HEARING CARE OF AMERICA INC.

By:
	Steve Forget

CDPF:

COUSINEAU, DOUCET, PARENT, FORGET, AUDIOPROTHÉSISTES, s.e.n.c.

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By:
	Martin Cousineau

SCHEDULE

FEES

(Section 9.1)

TheManagerandCDPFagree that theManager’s administrative workload is directly related to the number of product units for each clinic operated byCDPF. Consequently, the management fees are set in accordance with the following table. The fees may be changed from time to time so as to take into consideration, without limiting the generality of the foregoing, any changes in manufacturers’ suggested retail prices, wages paid to clerical staff, taxes and other similar increases. It is agreed that all base charges (wages and other costs) will be charged back toCDPFat theManager’s cost.

Subject to the foregoing, the fee table in effect as of December 1, 2000 is as follows:

1.	Minimum fee per clinic: $300 per month per clinic, for up to 12 prostheses sold during the month.
2.	Additional fee per clinic for every prosthesis sold in a given month over and above the 12 prostheses referred to in the previous paragraph, in the amount of $25 for each such additional prosthesis starting from the thirteenth prosthesis.