Management Services Agreement

THIS AGREEMENT is made as of [Date of Agreement]

B E T W E E N:

[NAME OF SERVICER / PARENT], a

corporation existing under the laws of [Jurisdiction
of Servicer / Parent] and having its principal place
of business at [Address of Servicer / Parent]

(the “Provider”)

- and -

[NAME OF SERVICE RECIPIENT] , a

corporation existing under the laws of [Jurisdiction
of Service Recipient] and having its principal place
of business at [Address of Service Recipient]

(the “Recipient”).

WHEREAS:

(A) The Recipient is a wholly-owned subsidiary of the Provider;

(B) The Recipient has a continuing need for advice and assistance in certain areas including
but not limited to [Areas of Assistance (ie. manufacturing, financing, planning,
accounting, tax and legal matters, public affairs, data processing)];

(C) The Provider has considerable experience in the above areas and the Recipient wishes to
draw upon such experience to obtain a variety of useful and beneficial services from the
Provider, its affiliates and third parties; and

(D) The Provider is willing to render such services to the Recipient and the Recipient desires
to use such services;

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter

contained, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
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ARTICLE 1 - ENGAGEMENT OF PROVIDER TO PROVIDE SERVICES

1.1 The Recipient hereby engages the Provider to render services in the areas specified in
Schedule “A” hereto (collectively the “Services”) throughout the term of this Agreement,
and the Provider agrees to perform the Services in the interest of the Recipient during the
term of this Agreement, subject to the terms and conditions stated herein. The Services
shall be performed on a continuing basis without any further specific request, or at all
reasonable times the Recipient calls or places an order for them with the Provider.

1.2 Apart from providing the Services, the Recipient may also request the Provider to render
additional special services and the Provider undertakes to comply with such requests to
the extent that it has the time, resources, manpower and expertise to do so.

1.3 For the purposes of certainty, it is understood and agreed that the term “Services” does
not include any activities that constitute shareholder or control services vis-à-vis the
Recipient, or that are in any other way based on the shareholder corporation relationship
due to the Provider’s holding of a direct or indirect participation in the Recipient.

ARTICLE 2 - COMPENSATION OF PROVIDER

2.1 In consideration of the rendering of the Services by the Provider, the Recipient agrees to
pay to the Provider, without demand, a service fee (the “Service Fee”), by the last
business day of each month, a Service Fee (the “Service Fee”) equal to [Percentage of
Gross Revenues upon which Service Fee is based] percent of the Gross Revenues of the
Recipient during the immediately preceding month, the first payment to be made by the
last business day of the second month after the effective date of the term of this
agreement and the last payment to be made by the last business day of the month
immediately following the month in which the term of this Agreement expires or is
terminated. The parties acknowledge and agree that the Service Fee represents reasonable
compensation for the provision of the Services, and that the Service Fee has been
established based upon information gathered by the Provider in providing similar services
to its affiliated entities over a number of years.

2.2 As used in this Agreement, the term "Gross Revenues" shall mean all revenue earned by
the Recipient from its operations and business activities, and all other income of every
kind and nature relating to its business; provided however, that "Gross Revenues" shall
not include any sales taxes, value-added taxes, or other taxes collected by the Recipient
for transmittal to the appropriate taxing authority, nor shall it include any trust funds
received by the Recipient.

2.3 The Recipient shall be responsible for, and shall either bear all sales, use, excise and other
similar taxes applicable to the Service Fee, by a direct payment to the taxing authority or
shall reimburse the Provider for such tax or duty paid by the Provider. The Service Fee
does not include value added tax, which shall be added to the Service Fee if applicable.
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2.4 The Recipient shall maintain adequate books and records to substantiate its Gross
Revenues invoices for the purposes of calculating the Service Fee. All such books and
records may be reviewed by the Provider and its agents and nominees at all reasonable
times, and from time to time.

2.5 The Recipient shall submit to the Provider unaudited balance sheets and profit and loss
statements, prepared on a quarterly basis and prepared in accordance with generally
accepted accounting principles applied in [Country of Recipient], Gross Revenues reports
and performance reports for weekly and monthly periods and such other forms, reports,
records, information, and financial statements as the Provider may designate in the form
and at the times and places required by the Provider, including, without limitation, by
electronic telecommunications data transmission methods, upon request and as specified
from time to time by the Provider.

2.6 All sums payable to either party under this Agreement shall be paid in United States
Dollars. All payments made pursuant to this Agreement shall be paid to the Provider in
United States Dollars and deposited to such bank account in the United States as the
Provider shall designate.

ARTICLE 3 - WARRANTY

3.1 In providing the Services, the Provider will at all times meet and maintain the highest
standards of professionalism.

3.2 Under this Agreement the liability of the Provider for a material breach of the terms of
this Agreement shall be limited to cases in which the Recipient establishes gross
negligence or wrongful intent on the part of the Provider or of any of its agents or
employees, provided however, that in no event shall the Provider be held liable for any
consequential damages or for any loss of profits suffered by the Recipient or by any third
party, and provided further that the amount of damages claimed in respect of all breaches
that may occur during one calendar year in regard to the Recipient shall not exceed the
amount of the Service Fee which the Recipient owes to the Provider for the year during
which the breach occurred.

3.3 The Provider’s liability for torts committed by the Provider or by its agents or employees
shall be limited to cases where the Recipient is able to establish that the Provider or one
or more of its agents or employees have acted with wrongful intent or gross negligence.
The Provider’s liability for torts committed by outside parties which have not entered into
a service agreement with the Provider and which the Provider has engaged to help to
render the Services shall be limited to that amount of damages that the Provider actually
recovers from the outside party.
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ARTICLE 4 - TERMS AND TERMINATION

4.1 This Agreement shall be effective on [Effective Date of Agreement] and shall remain in
effect for a term of [Term of Agreement in Years (ie. three (3))] years thereafter unless
terminated earlier according to the provisions set out below. Thereafter, this Agreement
shall remain effective unless and until it is terminated by either party by giving the other
party one (1) month’s prior written notice of termination.

4.2 Either party may terminate this Agreement upon written notice to the other party, with
immediate effect in case of a material failure of the other party to comply with the
obligations which it has assumed under this Agreement.

ARTICLE 5 - AMENDMENTS

5.1 Both parties will meet to review and modify this Agreement periodically as to the
reasonableness of its terms and the service levels and economic expectations of the
parties.

5.2 If at any time the parties discover that this Agreement does not provide for a fair balance
between the interest of both parties anymore, particularly if the responsibilities between
the parties are modified considerably, this Agreement shall be adapted to this change of
circumstance. The parties to this Agreement shall then agree upon such amendments as
are required to reflect the change of circumstances.

5.3 No modification, amendment or waiver of this Agreement or any provision hereof shall
be binding upon any party unless made in writing or confirmed in writing by their duly
authorized representatives.

ARTICLE 6 - GENERAL PROVISIONS

6.1 This Agreement and the rights and obligations of the parties hereto shall be governed by
and construed in accordance with the laws of the State of [State of Governing Law (ie.
California)].

6.2 All notices, requests, demands and other communications (collectively

“Communications”) under this Agreement shall be in writing and shall be deemed to have
been duly given (i) on the date of service if served personally on the party to whom
notice is given; (ii) on the day of transmission if sent via facsimile transmission to the
facsimile number given below; (iii) on the business day after delivery to an overnight
courier service or the express mail service maintained by the United States Postal Service
or Canada Post Corporation, provided receipt of delivery is confirmed; or (iv) on the fifth
(5th) day after mailing, provided receipt of delivery is confirmed, if mailed to the party to
whom notice is to be given, by first class mail, registered or certified postage prepaid,
properly addressed and return receipt requested, to the party as set forth below:

Communications sent to the [Address of Provider]

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Provider shall be addressed to:

Attention: President
Fax No.: [Fax No. of Provider]

Communications sent to the [Address of Recipient]

Recipient shall be addressed to:
Attention: President
Fax No.: [Fax No. of Recipient]

Any party may change its address by giving the other party written notice of its new
address in the manner set forth above.

6.3 In the event that any term or condition of this Agreement shall be declared invalid, this
Agreement shall be construed as if the same had not been inserted.

6.4 This Agreement may be executed in any number of counterparts and each such
counterpart shall for all purposes constitute one agreement binding on all parties hereto,
notwithstanding that all parties are not signatories to the same counterpart, provided that
each party has signed at least one counterpart.
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6.5 The headings and section numbers used herein are for the purpose of convenience only
and are not to be used in construing the meaning or intent of this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first
written above.

[NAME OF SERVICER / PARENT]

Per:
Name:
Title:

[NAME OF SERVICE RECIPIENT]

Per:
Name:
Title:
 Schedule “A”
Description of Services
This Agreement covers all management services, including, but not limited to, the following:

[Describe in detail services to be provided by Provider to Recipient]