EXHIBIT 10.1
MANAGEMENT AGREEMENT
THIS AGREEMENT, made as of the first day of April, 2001, between
Oceanic Exploration Company, a corporation with offices at 7800 East Dorado
Place, Suite 250, Englewood, Colorado 80111 ("Oceanic"), and Points Four World
Travel, Inc., a corporation that previously operated under the name Alliance
Staffing Associates, Inc. with offices at 10085 Carroll Canyon Road, Suite 110,
San Diego, California 92131 ("Points Four"),
WITNESSETH:
WHEREAS, Oceanic and Points Four each require support services; and
WHEREAS, Oceanic has sufficient personnel to provide support services
to both Oceanic and Points Four; and
WHEREAS, duplication of functions and costs can be avoided, for the
economic benefit of both companies if Oceanic provides personnel to perform
support services for Points Four; and
WHEREAS, Oceanic is willing to provide personnel to perform such
services under the terms of this Agreement;
NOW, THEREFORE, in consideration of their respective covenants, the
parties agree as follows:
I. Services to be Performed.
Subject to the provisions of this Agreement, Oceanic shall provide the
personnel to perform the following services for the account of Points Four:
a. Complete accounting services necessary to maintain complete
and accurate records on behalf of Points Four.
b. Performance of such other services, at the option of Oceanic,
as may be requested from time to time by Points Four.
II. Compensation and Reimbursement.
For the performance of services described in Article I, Points Four
shall compensate and reimburse Oceanic as follows:
a. A monthly management fee shall be charged based on actual time
spent on Points Four activities during the previous month
using current pay rates and benefit schedules plus an
additional fee of 5% of the total amount. Payment will be due
and payable by the fifteenth day of the following month. If
payment is not made by the last day of each month the unpaid
balance shall bear interest monthly at the rate of 10% per
annum.
b. Reimbursement of any direct charges incurred by Oceanic for
the account of Points Four, exclusive of personnel costs
included in Item a. These reimbursements will be due and
payable upon receipt of invoice from Oceanic to Points Four.
III. Covenants of Each Participating Company.
In consideration for Oceanic's agreement to perform the services
described in Article I, as an accommodation to Points Four, Points Four
covenants and agrees to indemnify and hold Oceanic harmless from any loss or
liability resulting from the performance of services contracted by this
Agreement excepting only losses or liabilities resulting from Oceanic's gross
negligence or wanton misconduct.
In consideration for Points Four's payment of the monthly management
fee, Oceanic covenants and agrees to provide their employees with adequate
salary and benefits to ensure the retention of personnel capable of performing
the services specified in Article I. Benefits are to include:
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a. Health, life and disability insurance.
b. Employer taxes including social security, unemployment, and
other taxes.
c. Pension and other retirement plans as employee eligibility
requires.
d. Any other benefits Oceanic sees as necessary and appropriate.
IV. Term.
This Agreement shall continue from year to year until the same is
terminated by not less than 60 days written notice from either party. On
termination, each party shall be released from all obligations accruing under
the Agreement from and after the termination date but Points Four shall remain
obligated for all direct charges incurred by Oceanic prior to said date, whether
or not known, asserted or invoiced prior to said date.
V. Status of Employer.
It is understood and agreed that Oceanic is acting as an independent
contractor and not as an employee or agent of any party. All personnel provided
by Oceanic for performance of its duties under this Agreement shall be and
remain the employees of Oceanic, and the selection of such employees, their
hours of labor, and the compensation to be paid to them shall be determined by
Oceanic except as required under Article III.
VI. Notices.
All notices required or permitted by this Agreement shall be in writing
and shall be deemed to have been delivered to the other party when delivered in
person or transmitted by mail, postage and charges prepaid, addressed to Oceanic
at the address set out above, or by facsimile.
VII. General.
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a. This Agreement shall be governed by the laws of the State of
Colorado, United States of America.
b. The provisions hereof inure to the benefit of and are binding
upon the successors in interest of each party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.
OCEANIC EXPLORATION COMPANY
/s/ Charles N. Haas
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Charles N. Haas
President
POINTS FOUR WORLD TRAVEL, INC.
/s/ Phylis J. Anderson
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Phylis J. Anderson
Secretary/Treasurer
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