exv10w33



 






EXHIBIT 10.33




SERVICES AGREEMENT




     Services Agreement (“Agreement”) made as of April 15th, 2003 by and between Sky Venture
Capital Inc., a Delaware corporation, (“Provider”) and GlobalSecure Ltd., a Delaware corporation,
(“GlobalSecure”).



PREAMBLE




     Provider is a founder, and substantial shareholder, of GlobalSecure. GlobalSecure desires to
obtain services from Provider and Provider is willing to furnish, or make available, such services,
to GlobalSecure. GlobalSecure also desires to obtain certain services from Provider’s personnel
and Provider is willing to have such personnel make such services available to GlobalSecure.
Provider and GlobalSecure desire to set forth and define the basis for providing such services.



     NOW THEREFORE, the parties agree as follows:



     1. Commencing with the execution of this Agreement, and at the request of GlobalSecure,
Provider will provide, or otherwise make available to GlobalSecure, general corporate services,
including, but not limited to, administrative staff functions, electronic data processing services,
investor relations, accounting and legal services and the administration of the participation of
GlobalSecure’s employees in Provider’s insurance and compensation programs. Exhibit A sets forth
the services which will be provided to GlobalSecure in consideration of the annual fee set forth in
Section 2 hereof. Additional services will be charged to GlobalSecure at Provider’s actual cost
thereof or if provided by personnel employed by Provider, at an appropriate allocated cost basis.
To the extent Provider, or its affiliates, have preferential rate agreements with vendors
(including legal and accounting professionals), Provider will cause such vendor to extend such rate
to GlobalSecure unless prohibited by the terms of the agreement with the vendor.



     2. For performing the services set forth on Exhibit A, GlobalSecure will pay Provider a fixed
fee of $96,000 per annum payable in equal monthly payments in advance. In addition Provider shall
be reimbursed for any reasonable out-of-pocket costs and expenses incurred by it in the performance
of services hereunder. GlobalSecure may request a review of the amount of any allocated charges by
giving Provider written notice requesting such review.



     3. Provider will not be required to make loans to GlobalSecure nor will Provider be required
to guarantee any obligations for the benefit of, or assume any liability with respect to,
GlobalSecure. Similarly, GlobalSecure will not be required to make loans to Provider, nor will
GlobalSecure be required to guarantee any obligations for the benefit of, or assume any liability
with respect to, Provider. The foregoing shall not be interpreted or construed to prohibit a party
from making loans to the other party or from guaranteeing or assuming the obligations of the other
party.



     4. All charges from Provider to GlobalSecure hereunder (other than the fixed fee) will be
determined on a monthly basis and shall be payable within 30 days from the date of billing. It is
expressly understood and agreed Provider may defer billing and the not render bills periodical. The
failure to render periodic bills or to determine such charges periodically will not



 









 




constitute a waiver of GlobalSecure’s obligations to pay for such services within 30 days
after billing. Provider, in its sole discretion, may prospectively, or retroactively, waive, in
whole or in part, any payments due or to become due hereunder or charge a lesser amount than
required hereby without adversely affecting its right to payment for services for which it has
rendered bills or to thereafter increase the charges to an amount not to exceed the amount provided
for herein.




     5.      (a) Nothing contained herein shall be construed to relieve the directors or officers of
either party from the performance of their respective duties or to limit the exercise of their
powers in accordance with the respective certificates of incorporation and bylaws of the parties
and any applicable provisions of the General Corporation Law of the State of Delaware. It is
understood and agreed that the activities of the parties hereunder shall, all times, be subject to
the control and direction of their respective boards of directors and officers.



              (b) Neither Provider, its affiliates or subsidiary companies, nor any of their respective
officers, directors or employees shall be liable to GlobalSecure solely based upon the services
provided to GlobalSecure or its subsidiaries by third parties pursuant to this Agreement. The
provisions of this Agreement are for the sole benefit of Provider and GlobalSecure and shall not,
except to the extent that otherwise expressly stated herein, inure to the benefit of any third
party.




              (c) The terms of this Agreement shall commence on the date of the execution hereof and shall
terminate on April 15, 2004.




              (d) Any dispute between the parties as to the appropriateness of any charges made hereunder
shall be settled by arbitration held in New York City, New York under the rules of the American
Arbitration Association. Any charges hereunder which are to be allocated between Provider and
GlobalSecure shall be deemed appropriately allocated if such allocation is accepted by the
independent certified public accountants then retained to audit the books and records of Provider
as being appropriate under generally accepted accounting principles.




              (e) This Agreement shall not be assignable except with the prior written consent of the
parties hereto.




              (f) This Agreement shall be governed and construed under the laws of the State of New York
applicable to agreements made and to be performed solely within such state, without application of
the doctrine of conflict of laws.




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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duties
authorized representatives as of the day and year first above written.



	 	 	 	 	 
	 	Sky Venture Capital Inc.

 	 
	 	By:  	/s/ Ross H. Mandell
 	 
	 	 	Ross H. Mandell, President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	GlobalSecure Ltd.

 	 
	 	By:  	/s/ Craig R. Bandes
 	 
	 	 	Craig Bandes, President 	 
	 	 	 	 



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EXHIBIT A




TO SERVICES AGREEMENT

BETWEEN

SKY VENTURE CAPITAL INC.

AND

GLOBALSECURE LTD.



1. Those services of Sky Investor Relations, Inc., a subsidiary of Provider, which are usually
provided to customer who have engaged it on an annual basis. These services have a value of $3,000
per month.



2. The services of Provider’s CFO of, currently Michael Brigante, for a total hour days (including
travel time) to be mutually determined by Sky Venture Capital, Inc. and GlobalSecure, Ltd.



3. The services of Provider’s Director of Information Technology, currently David Robinson, for a
total hour days (including travel time) to be mutually determined by Sky Venture Capital, Inc. and
GlobalSecure, Ltd.



4. 100 hours of legal services to be provided by attorneys retained by Provider.