**Exhibit 10.29**

 

**ADMINISTRATIVE SERVICES AGREEMENT**

 

This ADMINISTRATIVE SERVICES AGREEMENT ismade as of the 1st day of January, 2005, between MediCor Ltd. (“MediCor”), aDelaware corporation and NexGen Management LLC (“NexGen”), a Delaware limitedliability company.

 

WHEREASMediCor wishes NexGen to provide certain administrative services to MediCor inconnection with MediCor’s use and operation of aircraft owned and operated byGlobal Aviation Delaware LLC, a third party, including all related third-partytransportation costs and services;

 

WHEREASMediCor requires NexGen to perform these services since NexGen is providingsimilar services for other parties’ use of Global Aviation’s aircraft and sinceNexGen is in a unique position to gather, analyze and separate those bills thatspecifically relate to MediCor’s use of such aircraft; and

 

WHEREASNexGen agrees to render certain services to MediCor on the terms and conditionshereof.

 

NOW,THEREFORE, in consideration of the mutual promises and covenants containedherein, MediCor and NexGen agree as follows:

 

### ARTICLE 1 – GENERALDESCRIPTION OF SERVICES

 

The purpose of thisAgreement is to enable MediCor to receive certain designated administrativeservices (the “Services”) from NexGen which would otherwise require devotion ofMediCor administrative personnel in connection with the use of third-partyservices.  NexGen shall not be requiredto hire any additional employees to provide the Services or to replace anyemployees who provide the Services whose employment with NexGen and itsaffiliates terminates.

 

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### ARTICLE 2 – SERVICES TOBE PROVIDED BY NEXGEN TO MEDICOR

 

As requested by MediCor,NexGen will provide to MediCor the Services described in Annex A attachedhereto.  At any time after the datehereof, if MediCor desires NexGen to provide services not described in Annex Aupon mutual agreement of the parties hereto, Annex A shall be amended to addany additional services to be provided pursuant to the preceding sentence.

 

### ARTICLE 3 – PERIOD OFSERVICES; TERM

 

3.01                           Subjectto the provisions of Article 3.02, the Services shall begin as of the datehereof and continue until June 30, 2006, unless the parties mutually agreeto extend or shorten the term of any of the Services.  After June 30, 2006, the Services may becontinued upon written agreement of the parties on such terms and the partiesmay agree.

 

3.02                           IfMediCor obtains an alternative source of supply for any Service or category ofServices as set forth in Annex A prior to the applicable time limit referred toabove, MediCor may terminate this Agreement with respect to such Service orcategory of Services upon thirty (30) days’ notice to NexGen.

 

3.03                           Theterm of this Agreement shall commence on the date hereof and shall continuethereafter as long as any Service covered hereby shall continue to be providedin accordance with this Agreement.

 

3.04                           Uponthe termination of this Agreement, NexGen shall be released from any and allobligations to perform the Services hereunder subject to the terms of thisAgreement.  However, NexGen’s and MediCor’srespective obligations under Articles 4 and 8 shall survive.

 

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#### ARTICLE 4– COMPENSATION; PAYMENT

 

4.01                           MediCorshall pay to NexGen a fee for those services actually received by MediCor,which fee shall be determined in accordance with Annex A attached hereto (the “Fee”).

 

4.02                           NexGenshall invoice MediCor for Services performed monthly.  Payments shall be due net ten (10) daysfrom date of invoice.

 

4.03                           If,within 30 days following receipt of any invoice for Services, MediCor notifiesNexGen in writing that it questions all or any part of such invoice, at therequest of MediCor, NexGen shall provide to MediCor within thirty (30) daysafter such request a written response, signed by the appropriate departmenthead of NexGen, explaining the matter or matters in question in reasonabledetail to allow MediCor to verify the accuracy of the charges invoiced to itand, upon the additional request of MediCor, documentary evidence of the basisof calculation of such charges.  Ifwithin thirty (30) days after receipt of such a written response, or in theevent MediCor does not request a written response, then if within thirty (30)days after receipt of the invoice in question, MediCor notifies NexGen inwriting that it does not accept such invoiced Fee and the parties cannotresolve the matter in a mutually satisfactory manner within thirty (30) daysfrom the date of such notice, then the matter shall, at the request of eitherparty, promptly be submitted for resolution to a firm of independent certifiedpublic accountants mutually selected by the parties.  The decision of such firm of independentcertified public accountants shall be final and binding upon the parties.  Such firm of independent certified publicaccountants will review the books and records of NexGen and/or MediCor and makesuch other investigation as it shall deem necessary to verify suchinvoice.  The costs of retaining such accountantsshall be borne by the party requesting resolution by such accountants.  Pending any

 

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such final determination, MediCor shall pay the undisputed amount ofthe relevant invoice of NexGen, with appropriate adjustment to be madefollowing such final determination.  IfNexGen is the prevailing party, MediCor shall pay NexGen interest on the unpaidamount for the period from the date on which such payment was originally due tothe date on which the unpaid amount was actually paid, such interest to be paidat the reference rate of Citibank, New York, as from time to time in effect andpublished during such period.

 

### ARTICLE 5 – TAXES

 

In addition to any otheramounts payable to NexGen, MediCor shall promptly reimburse NexGen for anytaxes, excises, imposts, duties, levies, withholdings or other similar charges(excepting any taxes, excises, imposts, duties, levies, withholdings or chargesbased on net income) that NexGen may be required to pay (i) on account ofthe performance of Services, or (ii) with respect to payments made byMediCor for such Services, pursuant to this Agreement; provided, however, thatNexGen shall not be entitled to receive any such payment to the extent any ofthe foregoing have been included in the calculation of the Fee pursuant toAnnex A.

 

### ARTICLE 6 – INDEPENDENTCONTRACTOR

 

NexGen shall be anindependent contractor in the performance of its obligations hereunder.

 

### ARTICLE 7 – FORCEMAJEURE

 

The obligations of NexGenhereunder shall be suspended to the extent that the performance of itsobligations is delayed or prevented, in whole or in part, by any occurrencebeyond its control, including without limitation acts of God, inclementweather, floods, major accidents, strikes, lockouts, labor disputes, laborshortages, riots, demonstration, terrorism, sabotage, laws, ordinances, rules,regulations of governmental or other competent authorities,

 

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standards or decrees of an extraordinary nature, whether valid orinvalid (including, but not limited to, import or export prohibitions orpriorities, requisitions, allocations and price adjustment restrictions),inability to obtain or unavoidable delay in obtaining necessary power,materials, facilities and equipment in the open market, interruption orunavoidable delay in communication or transportation, the refusal of NexGen’sinsurance carriers to service MediCor’s insurance needs, or any other similaror dissimilar occurrence.  If theobligations of NexGen are suspended pursuant to the preceding sentence, NexGenshall give written notice to that effect to MediCor within ten (10) daysafter such suspension shall have commenced together with a statement settingforth reasonably full particulars concerning the cause of such suspension andshall use its best efforts to remedy the cause of such suspension as quickly aspossible.  The requirement that the causeof such suspension be remedied with best efforts shall not require thesettlement of strikes, lockouts or other labor difficulties affecting NexGen.

 

### ARTICLE 8 –CONFIDENTIALITY

 

NexGen shall not discloseto any third person, or publish, or use for its own or any third person’spurposes and shall preserve and maintain and prevent the disclosure orpublication of, any proprietary information and trade secrets, both technicaland non-technical, including, without limitation, business, financial, customerand supplier information, of MediCor (collectively the “ConfidentialInformation”).  The foregoing sentenceshall not apply to communications with third-party service providers withrespect to whom NexGen is providing administrative services for MediCor to theextent reasonably necessary for NexGen to provide the Services.  At MediCor’s written request, NexGen willprovide to MediCor all documents containing any Confidential Information.  In the event that NexGen is required by legalprocess to disclose to any third person (other than in connection with a claimor other action between

 

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MediCor and NexGen) and Confidential Information, it shall provideMediCor prior written notice thereof and, at MediCor’s request, shall cooperatein obtaining a protective order or injunctive relief.  MediCor shall promptly reimburse NexGen forall reasonable expenses (including, without limitation, reasonable attorneys’fees) incurred by NexGen in connection with such cooperation.  The obligations of NexGen in this Article 8shall not apply to information which (i) is or becomes public knowledgethrough no fault of NexGen; (ii) is independently disclosed to NexGen by athird person without restrictions on its disclosure and who is not subject toany restrictions on disclosure; or (iii) except as provided above, NexGenis required by law to disclose.

 

### ARTICLE 9 – NOTICES

 

Any notices orcommunications permitted or required hereunder shall be deemed sufficientlygiven if hand-delivered or sent (i) by postage prepaid, registered orcertified mail - return receipt requested, or (ii) by telex, to theparties as set forth below or to such other address as any party may notify theother party of in writing:

 
| If to MediCor, to: |   | MediCor Ltd.                                  |
|--------------------|--------|-----------------------------------------------|
|               |   | 4560 South Decatur  Boulevard, Suite 300 |
|               |   | Las Vegas, Nevada 89103-5253                  |
|               |   | Attention: Chief  Financial Officer           |
|               |   |                                          |
| If to NexGen, to:  |   | NexGen Management LLC                         |
|               |   | 4560 South Decatur  Boulevard, Suite 201 |
|               |   | Las Vegas, Nevada 89103                       |
|               |   | Attention: President                          |

 

### ARTICLE 10 –MISCELLANEOUS

 

10.01                     BindingEffect;  Assignment.  This Agreement shall be binding upon, andinure to the benefit of, the parties and their respective successors, legalrepresentatives and assigns

 

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permitted in accordance with this Article 10.  Except as expressly provided herein, nothingherein shall create or be deemed to create any third-party beneficiary rightsin any person or entity not a party to this Agreement.  No assignment of this Agreement or of anyrights or obligations hereunder may be made by any party (by operation of lawor otherwise) without the prior written consent of the other party.

 

10.02                     Waiver.  The failure of either party at any time ortimes to enforce or require performance or any provision hereof shall in no wayoperate as a waiver or affect the right of such party at a later time toenforce the same.  No waiver by eitherparty of any condition or the breach of any provision contained in thisAgreement, whether by conduct or otherwise, in any one or more instances, shallbe deemed to be or construed as a further or continuing waiver of any suchcondition or breach, or a waiver of any other condition, or of any breach ofany other provision contained in this Agreement.

 

10.03                     Severability.  If any provision of this Agreement shallhereafter be held to be invalid or unenforceable for any reason, that provisionshall be reformed to the maximum extent permitted to preserve the parties’original intent, failing which, it shall be severed from this Agreement withthe balance of this Agreement continuing in full force and effect.

 

10.04                     GoverningLaw.  This Agreement shall begoverned by and construed in all respects under the law of the State ofDelaware, without reference to its conflicts of law rules or principles.

 

10.05                     EntireAgreement.  This Agreement, togetherwith the Annexes attached hereto, constitutes the entire understanding of theparties concerning the Services.  Noamendment to or modification of this Agreement or waiver of any provision orright hereunder will be binding upon either party unless signed in writing byan authorized representative of such party.

 

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INWITNESS WHEREOF, the parties have caused this Administrative ServicesAgreement to be executed by their duly authorized representatives as of the dayand year first above written.

 

 
|   | MEDICOR  LTD.          |
|--------|------------------------|
|   |                   |
|   | By:                    | /s/ Donald K. McGhan |   |
|   | Title:                 | Chairman |   |
|   |                   |
|   |                   |
|   | NEXGEN  MANAGEMENT LLC |
|   |                   |
|   | By:                    | /s/ Nikki Pomeroy |   |
|   | Title:                 | President |   |
|        |                        |  |  |  |

 

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ANNEX A

 

ADMINISTRATIVESERVICES AGREEMENT

 

SERVICES AND FEES

 

### SERVICES

 

Providing administration,payment and recordkeeping services related to payment of third-party serviceproviders to MediCor, such as:

1.               Maintenance,support services, parts and related costs

2.               Fueland related costs

3.               Terminal,Port, FBO, air fees and related costs

4.               Cateringand related costs

5.               Pilotfees and related costs

6.               Groundtransportation and related costs

7.               Miscellaneouscosts

 

  MediCor shall identify to NexGen whichthird-party service providers for which MediCor desires this service.  The service shall include NexGen (1) analyzingall third-party service provider invoices for services rendered as it relatesto Medicor’s use of Global Aviation planes, as distinct from other parties use,(2) to the extent necessary, adjusting any such invoiced amounts on behalfof MediCor, (3) advancing payment to such third-party service providers onbehalf of MediCor and (4) preparing monthly reports and invoices toMediCor with respect to such invoiced and paid amounts.

 

### FEES

 
| Invoice Administration &  Processing |   | $250.00 per monthly  report |
|-----------------------------------------------|--------|-----------------------------|

 

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