Exhibit 10.06
CANCELLATION OF MANAGEMENT AGREEMENT
THIS CANCELLATION OF MANAGEMENT AGREEMENT is dated the 1st day
of May, 2000 between PLASTICS MFG. COMPANY ("PMC") and MGS ENTERPRISES,
INC. ("MGS").
On December 31, 1996, a MANAGEMENT AGREEMENT was entered into
between the parties.
On September 30, 1999 a MODIFICATION OF MANAGEMENT AGREEMENT was
entered into between the parties.
On October 1, 1999 an EXTENSION OF MANAGEMENT AGREEMENT was
entered into between the parties.
The parties therefore now agree to a cancellation of all of the
above agreements, effective on the date of the signing of this
document. This is part of a preliminary overall plan for the
reorganization and consolidation of the various entities.
SIGNED at Germantown, Wisconsin this 1st day of May, 2000.
PLASTICS MFG. COMPANY MGS ENTERPRISES, INC.
By: SCOTT W. SCAMPINI By: SCOTT W. SCAMPINI
Scott W. Scampini Scott W. Scampini
Drafted by Sandra Gierach
PLASTICS MFG. COMPANY
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT is entered into as of December 31, 1996
by and between PLASTICS MFG. COMPANY, a corporation organized and
existing under the laws of the State of Wisconsin, having its principal
place of business at W190 N11701 Moldmakers Way, Germantown, Wisconsin
53022 (the "Company") and MGS ENTERPRISES INC., a corporation organized
and existing under the laws of the State of Wisconsin having its
principal place of business at W188 N11707 Maple Road, Germantown,
Wisconsin 53022 (the "Manager").
W I T N E S S E T H:
WHEREAS, the Company is in the business of manufacturing plastic
molded parts; and,
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WHEREAS, the Manager has been and will be engaged in the
performance of sales and marketing, consulting and reference work for
the benefit of Company, for which the Company has agreed to pay the
Manager a Management Fee in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. THE SERVICES
The Manager agrees to provide sales and marketing, consulting and
reference services for the Company throughout the terms of this
Agreement. The Company recognizes that the volume of its plastic
molding manufacturing business, and the price level for such business,
will be due partly to the services of the Manager and the Manager's
standing in the plastics industry.
2. MANAGEMENT FEES
a. Company shall pay the Manager a Management Fee equal to one
percent (1%) of the total net sales of the Company throughout the term
of this Management Agreement. Such fees shall be paid, or accrued, at
least annually throughout the term of this Agreement. In the event that
the fees are accrued, final payment of all accrued fees shall be due
and payable on the last day of the term of this Agreement.
b. The Company shall be invoiced annually for the Management Fee
payable for the previous year.
c. Upon termination of this Agreement, the Manager expressly
understands and agrees that Company's sole obligation shall be to pay
the Manager for Fees payable as of the date of termination.
3. DUTY TO REPORT INCOME
The Manager acknowledges and agrees that it is an independent
contractor and not an employee of the Company and that it is Manager's
sole obligation to report as income all compensation received from
Company pursuant to this Agreement. The Manager further agrees that
the Company shall not be obligated to pay withholding taxes or similar
items, in connection with any payments made to the Manager pursuant to
the terms of this Agreement.
4. TERM
This Agreement shall be effective beginning as of January 1, 1997
and shall continue until December 31, 2001; provided, however, that
this Agreement shall expire earlier than December 31, 2001 if and when
the aggregate of all Management Fees payable under this Agreement equal
$240,000.00.
5. NOTICES
All notices and billings shall be in writing and sent via first
class mail to the Company and the Manager at their respective addresses
set forth at the beginning of this Agreement, or to such other address
as either party shall notify the other party by notice given hereunder.
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6. GENERAL PROVISIONS
a. The Manager shall not assign this Agreement or delegate its
duties hereunder and shall not subcontract any of the services to be
performed hereunder without the prior written consent of the Company.
b. The Manager shall perform the services described herein as an
independent contractor and shall not be considered an employee, partner,
or joint venturer of the Company or otherwise related to the Company for
any purpose.
c. This Agreement shall be governed by the laws of the State of
Wisconsin.
d. This Agreement constitutes the entire understanding between
the Manager and the Company respecting the services described herein.
e. The failure of either party to exercise its rights under this
Agreement shall not be deemed to be a waiver of such rights or a waiver
of any subsequent breach.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
Plastics Mfg. Company (the "Company")
By: MARK G. SELLERS
Mark G. Sellers, President
MGS Enterprises Inc.
By: SCOTT W. SCAMPINI
Scott W. Scampini, President
MODIFICATION OF MANAGEMENT AGREEMENT
THIS MODIFICATION OF MANAGEMENT AGREEMENT IS DATED THE 30TH DAY OF
SEPTEMBER, 1999 BETWEEN PLASTICS MFG. COMPANY ("PMC") AND MGS
ENTERPRISES, INC. ("MGS").
ON DECEMBER 31, 1996, A MANAGEMENT AGREEMENT WAS ENTERED INTO
BETWEEN THE PARTIES.
THE PARTIES HERETO NOW AGREE TO A MODIFICATION OF THE ORIGINAL
AGREEMENT, ON THE FOLLOWING TERMS:
ALL AMOUNTS EARNED BY MGS FOR THE FISCAL YEARS ENDING SEPTEMBER 30,
1998 AND SEPTEMBER 30, 1999 UNDER THE "MANAGEMENT AGREEMENT" BETWEEN
THE PARTIES WILL BE CREDITED AGAINST THE AMOUNT OWING FOR MGS' STOCK
SUBSCRIPTION UNDER THE SUBSCRIPTION AGREEMENT DATED DECEMBER 31, 1996.
AMOUNT TO BE CREDITED TO SUBSCRIPTION AGREEMENT DATED DECEMBER 31,
1996 BETWEEN THE PARTIES IS:
FOR FISCAL YEAR ENDING 9-30-98 $8,500.64
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FOR FISCAL YEAR ENDING 9-30-99 $78,570.79
TOTAL: $87,071.43
SIGNED AT GERMANTOWN, WISCONSIN THIS 30TH DAY OF SEPTEMBER, 1999.
PLASTICS MFG. COMPANY MGS ENTERPRISES, INC.
BY: MARK G. SELLERS By: SCOTT W. SCAMPINI
PLASTICS MFG. COMPANY
EXTENSION OF MANAGEMENT AGREEMENT
THIS EXTENSION AGREEMENT, entered into as of October 1, 1999, by
and between PLASTICS MFG. COMPANY, a corporation organized and existing
under the laws of the State of Wisconsin, having its principal place of
business at W190 N11701 Moldmakers Way, Germantown, Wisconsin 53022
(the "Company") and MGS ENTERPRISES INC., a corporation organized and
existing under the laws of the State of Wisconsin, having its principal
place of business at W188 N11707 Maple Road, Germantown, Wisconsin
53022 (the "Manager").
W I T N E S S E T H :
WHEREAS, the Company is in the business of manufacturing plastic
molded parts, and
WHEREAS, under a Management Agreement effective December 31, 1996,
the Manager has been engaged in the performance of sales and marketing,
consulting and reference work for the benefit of the Company, for which
the Company has agreed to pay the Manager a Management Fee in
accordance with the above Management Agreement; and
WHEREAS, the Company and the Manager desire to extend and modify
the above Management Agreement upon the terms set forth below,
NOW, THEREFORE, in consideration of the promises and mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. That paragraph 4 of the Management Agreement is amended to
extend the term of the Agreement for an additional 5-year
term or until December 31, 2006. Further, the provision
providing for an earlier termination based upon aggregate
Management Fees payable under the Management Agreement is
deleted in its entirety.
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IN WITNESS WHEREOF, the parties have duly executed this Extension
Agreement effective as of October 1, 1999.
PLASTICS MFG. COMPANY (the "Company")
BY: MARK G. SELLERS
Mark G. Sellers, President
MGS ENTERPRISES INC. (the "Manager")
BY: SCOTT W. SCAMPINI
Scott W. Scampini, President
