fs10708ex10i_inscrutor.htm


    Exhibit 10.1

     

    MANAGEMENT
SERVICES AGREEMENT

    


    This
Agreement (the “Agreement”) is made and entered into effective as of June 1,
2008 (“the Effective Date”), by and among Inscrutor Inc., a Delaware
corporation (“Inscrutor”), and Visator, Inc., a Delaware
corporation (“Visator”)

    


    WHEREAS,
Inscrutor has entered into a Separation and Distribution Agreement (the
“Agreement”) dated May 30, 2008, with Visator, and the Agreement provides inter alia, that Visator
shall enter into a management services agreement with Inscrutor.

    


    NOW
THEREFORE, the parties agree as follows:

    


    1.       Management
Services

    


            Inscrutor agrees to
act as a general advisor and information technology consultant to Visator on all
matters pertaining to the software maintenance of Visator, and to render all
other services relevant thereto.

    


    2.            
 Management Fee/Expense Reimbursement

    


            The price for
furnishing the management services shall be Three Thousand ($3,000.00) Dollars
per month (“Management Fee”).  Fees shall be earned commencing on the
Effective Date, and shall be paid monthly within 15 days of the close of each
month thereafter, and shall be reconciled annually on or before 90 days after
the close of each calendar year thereafter during the term of this Agreement.
Visator shall not be liable to Inscrutor for any expenses paid or incurred by
Inscrutor in the course of providing services hereunder, unless otherwise agreed
to in writing.

    


            In addition, Visator
shall reimburse Inscrutor for the cost of reasonable and necessary out-of-pocket
expenses incurred by Inscrutor on behalf of, or the benefit of Visator and
attributable to Visator in connection with the performance of its management
services hereunder. Such expenses may include (but not be limited to) a pass
through or allocation of legal, audit or accounting expenses attributable to
Visator; provided, however, that matters of general overhead of Inscrutor will
not be charged to Visator. Such expenses will be invoiced and reimbursement made
by Visator on a monthly basis.

    


    3.    
         Relationship

    


            Nothing contained in
this Agreement shall be construed to place Inscrutor and Visator in a
relationship as partners, joint venturers, or principal and
agent.  Neither party shall have any authority to create or assume in
the other’s name or on its behalf any obligation, express or implied or to act
or purport to act as the other’s agent or legally empowered representative for
any purpose whatsoever.  Neither party shall be liable to a third
party in any way for any engagement, obligation, commitment, contract,
representative or transaction or for any negligent act or omission to act of the
other party except as otherwise expressly provided for herein.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    4.        
     Term and Termination

    


            This Agreement shall
take effect on the date hereof and continue until June 1, 2009,  at
which point Visator will have the option of renewing the contract on an annual
basis for the same terms provided herein.

    


    5.     
        Notices.

    


            All notices or other
communications required or permitted hereunder will be in writing and will be
deemed given or delivered when delivered personally, by registered or certified
mail, by legible facsimile transmission or by overnight courier (fare prepaid)
addressed as follows:

    


    
      	
              If
      to Inscrutor, to:

               

              Inscrutor,
      Inc.

              410
      Park Avenue, 15th Floor

              New
      York, NY  10002

              Attn:
      Jesper Toft, CEO

               

              If
      to Visator,  to:

               

              Visator,
      Inc.

              410
      Park Avenue, 15th Floor

              New
      York, NY  10002

              Attn:
      Jesper Toft, CEO

            	
              with
      a copy to:

               

              Anslow
      & Jaclin

              195
      Route 9 South, Suite 204

              Manalapan,
      NJ 07726

              Attn:
      Gregg E. Jaclin

               

              with
      a copy to:

               

              Anslow
      & Jaclin

              195
      Route 9 South, Suite 204

              Manalapan,
      NJ 07726

              Attn:
      Gregg E. Jaclin

            


    

    


    6.              Entire
Agreement

    


            This Agreement
supersedes any and all other Agreements, either oral or in writing, and contains
all the covenants and agreements between the parties as to the subject matter
hereof. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by
either party or anyone acting on behalf of any party hereto, which are not
embodied herein, and that no other agreement, statement or promise not contained
in this Agreement shall be valid or binding. Any modification of this Agreement
will be effective only if it is in writing, signed by the party to be
charged.

    


    7.        
     Governing Law

    


    This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

    
 

    
      
        
        

      

      
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    IN WITNESS THEREOF, the parties have
executed this Agreement as of the date
first above written

     

    INSCRUTOR,
INC.

     

    By: 
/s/  Jesper
Toft            

          Jesper
Toft, CEO

     

    VISATOR,
INC.

     

    By:
/s/  Jesper Toft            

           Jesper
Toft, CEO