Exhibit 10.1
MANAGEMENT AGREEMENT
This Management Agreement ("Agreement", effective as of March 7, 2008,
("Effective Date") is entered into by and between Aspen Racing Stables, Inc., a
Nevada corporation (herein referred to as the "Aspen") and Thoroughbreds, Inc.,
a Nevada corporation (herein referred to as the "Manager").
RECITALS
WHEREAS, Aspen wishes to engage Manager to provide certain services to
further the objectives and purposes of Aspen, and
WHEREAS, Manager is willing and capable of providing the services
desired by Aspen.
NOW THEREFORE, in consideration of the promises and the mutual
covenants and agreements hereinafter set forth, the parties hereto covenant and
agree as follows:
1. Term of Agreement. Aspen hereby agrees to retain Manager to act in a
management capacity to Aspen, and Manager hereby agrees to provide
services to Aspen commencing immediately and ending eighteen (18)
months after the date herein.
2. Duties of Manager. Manager agrees that it will generally provide the
following services, which shall include but not be limited to the
services listed below, during the term specified in Section 1, above.
a. Purchase at the OBS March 2008 Select horse sale auction an
undetermined number of two year old thoroughbred race horses for
an amount not to exceed $130,000.
b. Train and provide all the upkeep of the horses in preparation to
race at various race tracks.
c. Manage the racing careers of the horses and make all the
pertinent decisions.
3. Compensation. For undertaking this engagement, and for other good and
valuable consideration, Aspen agrees that Manager is to retain fifty
percent (50%) of all net revenues it receives from the horse racing
operations.
4. Expenses. Manager agrees to pay all of the expenses incurred in
conjunction of the horse racing operation.
5. Status as Independent Contractor. Manager's engagement pursuant to
this Agreement shall be as independent contractor, and not as an
employee, officer or other agent of Aspen. Neither party to this
Agreement shall represent or hold itself out to be the employer or
employee of the other. Neither Aspen nor the Manager possesses the
authority to bind each other in any agreements without the express
written consent of the entity to be bound.
6. Attorney's Fee. If any legal action or any arbitration or other
proceeding is brought for the enforcement or interpretation of this
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with or related to this Agreement, the
successful or prevailing party shall be entitled to recover reasonable
attorney's fees and other costs in connection with that action or
proceeding, in addition to any other relief to which it or they may be
entitled.
7. Waiver. The waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as
a waiver of any subsequent breach by such other party.
8. Notices. All notices, requests, and other communications hereunder
shall be deemed to be duly given if sent by U.S. mail, postage
prepaid, addressed to the other party at the address provided to the
other party.
9. Amendment. No provision of this Agreement may be amended, modified,
waived or discharged unless such amendment, waiver, modification or
discharge is agreed to in writing duly signed by the signatories to
this Agreement. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
10. Entire Agreement. This Agreement constitutes the entire agreement
between the parties, pertaining to the subject matter hereof, and
supersedes all prior or contemporaneous written or verbal agreements
and understandings in connection with the subject matter hereof.
11. Governing Law. This Agreement and the rights and obligations hereunder
shall be governed by the laws of the State of Texas without regard to
its conflicts principles and the parties to this Agreement
specifically consent to the jurisdiction of the courts of the State of
Texas over any action arising out of or related to this Agreement.
12. Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall, nevertheless, continue in full force and
effect without being impaired or invalidated in any way.
13. Survival. All covenants, agreements, representations and warranties
made herein or otherwise made in writing by any party pursuant hereto
shall survive the termination of this Agreement.
14. Counterparts. This Agreement may be executed by the parties in one or
more counterparts, each of which when so executed shall be an original
and all such counterparts shall constitute one and the same
instrument. Confirmation of execution by electronic transmission of a
facsimile signature page shall be binding upon any party so
confirming.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
Client:
Aspen Racing Stables, Inc.
By: /s/ Trixy Sasnyiuk-Walt
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Name: Trixy Sasyniuk-Walt
Title: President
Manager:
Thoroughbreds, Inc.
By: /s/ Pam J. Halter
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Name: Pam J. Halter
Title: President