BUSINESS MANAGEMENT CONTRACT
THIS BUSINESS MANAGEMENT CONTRACT, hereinafter referred to as BMC,
entered into this 1st day of JANUARY, 1996, between BODYBILT SEATING, INC., a
Texas Corporation, hereinafter referred to as BBS, and AGRIVEST, INC., a Texas
Corporation, hereinafter referred to as AV.
In consideration of the mutual promises herein contained and the
consideration herein provided, the parties hereto agree as follows:
WHEREAS, it is the desire of BBS to engage the services of AV to perform
for BBS general administrative and management oversight functions for the
operation of BBS as an independent consultant, and has engaged AV in such a
position since July 1, 1988, and
WHEREAS, it is the desire of AV to provide and render general
administrative and management oversight functions for BBS, in the capacity of
an independent consultant, and has provided such services for BBS since July 1,
WHEREAS, it is the desire of BBS and AV to extend and revise the
Business Management Contract between BBS and AV dated 1 March 1993,
THEREFORE, the following contract is hereby entered into by the parties.
1. Term: The respective duties and obligations of the parties
hereto shall be for a period of three (3) years commencing on January 1, 1996,
and may be terminated after the end of such period by either party giving
thirty (30) days written notice to the other party provided that AV and Mark
McMillan are first released from any corporate or personal guarantees which
they may be required to pledge on behalf of BBS. It is understood and agreed
that this BMC shall continue in effect as long as AV and/or Mark McMillan have
any corporate or personal guarantees securing any BBS debt, whether it be with
lending institutions, suppliers, or other creditors. This contract may be
canceled 30 days after the sale of the entire business if requested by the new
board of directors provided all personal and corporate guarantees of Mark
McMillan and Agrivest, Inc. are paid off.
DUTIES AND OBLIGATIONS OF AV
2. During the period of this BMC, AV shall provide the customary and
incidental duties necessarily possessed and performed by an executive and
general manager of similar business venture. Such duties and authority
include, but are in no way limited to having:
A. the absolute and complete authority and responsibility to employ
(in such terms and for such compensation as AV deems proper), discharge direct,
supervise control and direct the payment of each and every employee of BBS;
B. the absolute and complete authority and responsibility to direct
the business affairs of BBS encompassing such things that affect (either
directly or indirectly) the operation of BBS including entering contracts on
behalf of BBS arising in the ordinary course of business, opening and closing
bank accounts on behalf of BBS necessary for carrying out the fiscal policies
of BBS, purchasing insurance, supplies, equipment and machinery necessary for
the operation of BBS, establishing open credit with suppliers and creditors,
borrowing and securing money on behalf of BBS, and filing all required business
related reports to state and federal agencies;
C. the absolute and complete authority and responsibility to hire
specialists and assistants on behalf of BBS to advise, consult and protect the
physical, financial and legal interest of BBS such as attorneys, CPAs, and
financial analysts; and
D. the authority and responsibility for formulating and
administrating the policies of BBS in connection with BBS's advice and consent.
DEPOSIT OF FUNDS
3. All funds of BBS shall be deposited in one or more banks, located
where ever it is necessary, as determined by AV, for such accounts to be
maintained. All checks, drafts, or other instruments by which funds are
withdrawn from said accounts shall be properly ledgered and bear the signature
of a designated officer or employee of AV or designated officer or employee of
4. With regard to the services to be performed by AV pursuant to the
terms of this BMC, AV shall not be liable to BBS or to anyone who may claim any
right due to his relationship with BBS, for any acts, errors or omissions in
the performance of said services on the part of AV or on the part of agents or
employees of AV, except when said acts, errors or omissions of AV are due to
their willful misconduct or culpable negligence. BBS shall hold AV free and
harmless from any obligations costs, claims, judgments attorney's fees and
attachments arising from or growing out of the services rendered to BBS
pursuant to the terms of this BMC or in any way connected with the rendering of
said services, except when the same shall arise due to the willful misconduct
or culpable negligence of AV, and AV is adjudged to be guilty of willful
misconduct or culpable negligence by a court of competent jurisdiction.
5. During the term of this BMC and beginning January 1, 1993, AV
shall receive the sum of $5,000 per month for bookkeeping services and general
administrative services, such as filing
of required state and federal reports, etc. plus $150/hour for other services
attributable to Chief Executive Officers (CEO) or Chief Financial Officers
(CFO). It is anticipated that the bookkeeping and general administrative
services provided to BBS by AV shall require on average 40 - 50 hours per
month. Services for CEO and CFO services will be billed separately to BBS by
6. AV shall, at the end of each of BBS's fiscal years, render a full
and comprehensive financial statement to BBS containing all the pertinent
information necessary for BBS to complete its income taxes for that fiscal
year. AV shall provide BBS all financial and accounting information and data
it should desire from time to time.
7. Any notice given hereunder shall be in writing and delivered or
mailed by certified mail, return receipt requested to:
A. To BBS, addressed to BodyBilt Seating, Inc., One BodyBilt Place,
Navasota, TX 77868.
B. To AV, addressed to Agrivest, Inc., 4455 Carter Creek Parkway,
Bryan, TX 77802.
8. Any claim or dispute arising out of or relating to this BMC shall
be settled by mediation and, if necessary, binding arbitration in accordance
with the "Rules of Procedure for Christian Conciliation" of the Association of
Christian Conciliation Services, and judgment upon an arbitration award may be
entered in any court of competent jurisdiction. If such mediation and or
arbitration is required, the prevailing party shall be entitled to
reimbursement of all costs, fees, and other disbursements from the other party.
TEXAS LAW TO APPLY
9. This BMC shall be construed under and in accordance with the laws
of the State of Texas, and all obligations, of the parties created hereunder
are performable in Brazos County, Texas.
10. This BMC shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, legal
representatives, successors, and assigns where permitted by this BMC.
11. In case any one or more of the provisions contained in this BMC
shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision thereof, and this BMC shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein.
PRIOR AGREEMENTS SUPERSEDED
12. This BMC constitutes the sole and only agreement of the parties
hereto and supersedes any prior understanding or written or oral agreements
between the parties respecting the within subject matter.
13. This contract is cancelable with a 60 day notice in the event of
the death or permanent disability of Mark McMillan.
BODYBILT SEATING, INC. AGRIVEST, INC.
by its President: by its President:
/s/ MARK McMILLAN /s/ GALEN E. GREEN
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Mark McMillan Galen E. Green
/s/ DREW CONGLETON /s/ RICHARD TROUTMAN
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Drew Congleton Richard Troutman
Shareholder, BodyBilt Seating Shareholder, BodyBilt Seating