EXHIBIT 10 - MANAGEMENT AGREEMENTFinancial Services Agreement |
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Exhibit
10
MANAGEMENT
AGREEMENT
THIS AGREEMENT dated for reference the 18th day of September, 2005.
BY AND BETWEEN:
SE GLOBAL EQUITIES CORP., (to be renamed Sun New Media Inc ("SNMI"), incorporated under the laws of Minnesota and having its office at PO Box 297, 1142 S. Diamond Bar Blvd., Diamond Bar, CA 91765("SE Global")
AND:
CAPITAL ALLIANCE GROUP INC., incorporated under the laws of British Columbia and having an office at Suite 1200, 777 West Broadway Vancouver, BC V5Z 4J7
("Capital Alliance")(SE Global and Capital Alliance being singularly also referred to as a "Party" and collectively referred to as the "Parties" as the context so requires in this Agreement).
WHEREAS:
- SE
Global is a company duly incorporated under the laws of the State of
Minnesota, and is a "reporting issuer" for the purposes
of the Securities Act of 1934 with the Securities and Exchange
Commission;
- Sun
Media became the majority stockholder of SE Global on closing an
acquisition transaction whereby SE Global acquired all the shares of Sun
New Media Group Ltd, a wholly owned subsidiary of Sun Media Investment
Holdings Inc ("Sun Media"). As consideration for these shares,
SE Global issued Sun Media 50 million shares of common stock of SE Global
representing 78.37% of the total issued and outstanding share capital of
SE Global (the "Share Transaction");
- SE
Global is currently changing its principal business focus to media
entertainment and fiber optic network operations;
- Capital
Alliance is a company duly incorporated under the laws of the Province of
British Columbia and is a reporting issuer for the purposes of the Alberta
and British Columbia Securities Acts. Capital Alliance is not a
reporting issuer in the United States; and
- Capital
Alliance is desirous of providing certain management advisory services to
SE Global and its subsidiaries following the Share Transaction; and SE
Global wishes to retain the services of Capital Alliance for the purposes
and on the terms and conditions set out in this Agreement
NOW THEREFORE THIS AGREEMENT WITNESSETH that
in consideration of the mutual covenants and provisions contained in this
Agreement, the parties agree as follows:
1. INTERPRETATION
1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following words and phrases shall have the following meanings:
- "Agreement"
means this Agreement as from time to time supplemented or amended;
- "Base
Fee" means that compensation set forth in section 4.1 below;
- "Board
of Directors" or "Board" means the Board of
Directors of SE Global as duly constituted from time to time;
- "Effective
Date" has the meaning ascribed to it in section 3.1 of this
Agreement;
- "Indemnified
Party" has the meaning ascribed to it in section 9.2 of this
Agreement;
- "Non-Renewal
Notice" has the meaning ascribed to it in section 4.2 of this
Agreement;
- "Regulatory
Approval" means the acceptance for filing, if required, of the
transactions contemplated by this Agreement by the Regulatory Authorities;
- "Regulatory
Authorities" means the US Federal Securities and Exchange
Commission and such other regulatory agencies who have jurisdiction over
the affairs of SE Global and/or Capital Alliance including, all regulatory
authorities from whom any such authorization, approval or other action is
required to be obtained or to be made in connection with the transactions
contemplated by this Agreement;
- "Term"
has the meaning ascribed to it in section "3.1" of this
Agreement; and
j.
"Termination
Fee" has the meaning ascribed to it in section "3.4 of this
Agreement.
1.2 Interpretation. For the purposes
of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires,:
- (a)
the words "herein", "hereof" and "hereunder"
and other words of similar import refer to this Agreement as a whole and
not to any particular Article, section or other subdivision of this
Agreement;
- (b)
the headings are for convenience only and do not form a part of this
Agreement nor are they intended to interpret, define or limit the scope or
extent of this or any provision of this Agreement;
- (c)
any reference to an entity shall include and shall be deemed to be a
reference to any entity that is a successor to such entity; and
- (d)
words in the singular include the plural and words in the masculine gender
include the feminine and neuter genders, and vice versa.
2. SERVICES AND DUTIES OF CAPITAL ALLIANCE
2.1 Advisory Services. All advisory
services rendered pursuant to this Agreement shall be rendered to the executive
officers of SE Global or to the Board of Directors.{Note: "Board" and
"Board of Directors" are defined terms.}During the Term (as defined)
of this Agreement Capital Alliance will provide SE Global and/or its
subsidiaries with such general corporate, administrative, technical and
management advisory services as is reasonably considered necessary or advisable
by SE Global for the due and proper management of SE Global to achieve the
goals and needs of SE Global as determined by the policies and proceedings of
management and the Board of Directors (collectively, the "Advisory
Services") and the requirements of the Securities and Exchange
Commission. Capital Alliance is not responsible for any expenses relating to SE
Global's reporting and maintenance status with regulatory authorities including
and not limited to regulatory filing fees, audit fee, legal fee or annual
maintenance fees immediately after closing of the Share Purchase transaction.
2.2 Specific Advisory Services.
Without limiting the generality of the Advisory Services to be provided as set
forth in section 2.1 of this Agreement, it is hereby acknowledged and agreed
that Capital Alliance will provide the following specific advisory services:
-2-
- supervision of the hiring of competent personnel as are required for the efficient operation of SE Global's investment banking business;
- advice regarding the management and supervision of the performance of personnel and of the operation of various business enterprises of SE Global as approved by the Board;
- the identification of business opportunities for SE Global, assistance in the conduct of due diligence, and in the negotiation and conclusion of contracts for such opportunities;
- assistance in the coordination of the preparation and dissemination of all North American regulatory filings, press releases and related reports for SE Global; and
- assistance in setting up corporate alliances for SE Global with major companies and customers, SE Global's auditors, SE Global's solicitors and SE Global's affiliated companies and business partners.
- Subject to receiving full cooperation and documentations from Sun Media and SE Global management, Capital Alliance is to ensure compliance with all applicable statutory, regulatory and governmental requirements, including without limitation ensuring that all filings required by the SEC and/or any other relevant authorities are made.
- Capital Alliance and SE Global are both not responsible for any expenses relating to the reporting and maintenance status including and not limited to regulatory filing fees, audit fee, legal fee or annual maintenance fees for the subsidiaries of SE Global's securities and investment banking businesses under Clause 2.1. SE Global's subsidiaries shall be responsible for its own fees and expenses as described in this clause.
2.3 Personnel Support. It is hereby
acknowledged that SE Global is contracting with Capital Alliance to provide one
or more individuals to provide the services. It is within the sole discretion
of Capital Alliance whom it may chose to provide such services from time to
time, so long as such person is competent to perform those tasks and such
person has been approved by the Board. In the event that the Advisory Services
to be provided to SE Global exceed the amount of time provided by this
Agreement as basic retainer or reasonably exceed the capacity of Capital
Alliance's personnel then, , [SE Global] shall pay for the employment of
additional personnel (any such employment to be at SE Global's sole discretion),
either directly or by contract through Capital Alliance, to perform the tasks
requiring additional personnel as specified by Capital Alliance and at a rate
determined by the Board. For the avoidance of doubt, any increase in personnel
required or excess time spent providing the Advisory Services as aforesaid
shall not entitle Capital Alliance to any increase in the Base Fee whatsoever.
2.4 Additional Funding. Save for the
prior one-off cash injections according to the Share Purchase Agreement, SE
Global shall not be responsible for providing any further funding or cash needs
to CAG for the provision of the Advisory Services hereunder, or to the
Securities Brokerage Business. SE Global. may, in its sole discretion provide
loans to CAG for the provision of the Advisory Services hereunder. It is the
responsibility of CAG for the due and proper operation and management of the
Securities Brokerage Business as a going concern.
3. TERM, RENEWAL AND TERMINATION
3.1 Term. The Term of this Agreement
(the "Term") is for a period of 24 months commencing on the
closing date of the Share Transaction (the "Effective Date")
and terminating 24 months from the Effective Date, subject to the terms set
forth in this Agreement.
3.2 Renewal. This Agreement may be
renewed for subsequent one year periods if negotiated and agreed by the parties
in writing at least 90 calendar days prior to the end of the Term.
-3-
3.3 Termination. Notwithstanding any
other provision of this Agreement, this Agreement may be terminated:
- by
either Party upon written notice to the other Party if:
- (i) the other Party commits a material breach of any provision of this Agreement and (if such breach is capable of remedy) fails to cure the same within 30 calendar days from its receipt of written notice from said Party; or
- (ii) the other Party commits fraud, misrepresentation, or serious neglect or misconduct in the discharge of its respective duties hereunder or under the law; or
- (iii) the other Party becomes adjudged bankrupt or a petition for reorganization or arrange






