ex102.htm


    MANAGEMENT
AGREEMENT

    


     

    THIS MANAGEMENT
AGREEMENT (the “Agreement”) is dated for
reference the 10th day of February, 2009 (the “Effective Date”).

    


     

    BETWEEN:

    


    AEON
HOLDINGS INC.

    a
company incorporated under the laws of the State of Delaware

    


    (the “Company”)

    


    AND:

    


    GREEN
STAR ENERGIES, INC.

    a
company incorporated under the laws of the state of Nevada

    


    (the “Manager”)

     

     

    WHEREAS:

    


    
      	
              A.

            	
              The Company
      and the Manager entered into a Purchase Agreement dated February 10, 2009
      (the “Purchase
      Agreement”); and

            


    

    


    
      	
              B.

            	
              Pursuant to
      the Purchase Agreement, the Company agreed to enter into a management
      agreement with the Manager.

            


    

    


    THIS AGREEMENT
WITNESSES that the terms and conditions of the parties’ relationship shall be as
follows:

    


    
      	
              1. 

            	
              SERVICES

            


    

    


    
      	
              1.1

            	
              The Company
      appoints the Manager to manage all operations of the Company, including
      managing projects, acquisitions, financing, corporate structuring and
      administrative work, as well as any outstanding legal or accounting needs
      (the “Services”),
      and the Manager accepts such appointment on the terms and conditions set
      forth in this Agreement.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              2. 

            	
              TERM

            


    

    


    
      	
              2.1

            	
              The Manager’s
      appointment shall commence on the Effective Date and shall continue for
      three (3) years, unless and until terminated in accordance with the
      provisions of Section 9.1 of this Agreement (the “Term”).

            


    

    


    
      	
              3. 

            	
              COMPENSATION

            


    

    


    
      	
              3.1

            	
              The Company
      shall issue 1,000,000 shares of the Company’s preferred stock to the
      Manager (the “Stock”) as compensation
      for providing the Services over the course of the Term. The Stock shall be
      issued and delivered to the Manager within twelve (12) months of the
      Effective Date as payment in advance for the Services. The fair market
      value of the Stock shall be assessed based on the fair market value of the
      Company’s common stock as of the date of issuance of the
      Stock.

            


    

    


    
      	
              4. 

            	
              COVENANTS
      OF THE MANAGER

            


    

    


    
      	
              4.1

            	
              The Manager
      acknowledges that the Company is a fully reporting public company in the
      United States and is subject to the filing requirements of British
      Columbia Instrument 51-509, and shall make its best efforts to ensure that
      the Company remains current with all applicable securities laws and
      regulations.

            


    

    


    
      	
              4.2

            	
              The Manager
      shall makes its best efforts to ensure that if the Company files a
      Registration Statement on Form S-8 with the United States Securities and
      Exchange Commission (the “SEC”), the Company shall
      not issue any S-8 shares of its common stock except in accordance with all
      applicable securities laws and
regulations.

            


    

    


    
      	
              4.3

            	
              The Manager
      shall file a Schedule 13D and a Form 3 with the SEC within two (2) days of
      the Effective Date, and shall arrange for the filing of Personal
      Information Forms for each of the Manager’s officers and directors on
      SEDAR within ten (10) days after the Effective
  Date.

            


    

    


    
      	
              5. 

            	
              COVENANTS
      OF THE COMPANY

            


    

    


    
      	
              5.1

            	
              The Company
      shall, after the Effective Date, submit for shareholder approval
      resolutions that establish the following rights and restrictions to the
      shares of the Company’s preferred stock issued or to be issued to the
      Manager:

            


    

    


    
      	
               
      

            	
              (a)

            	
              conversion
      rights to shares of the Company’s common stock at a one (1) to one (1)
      ratio;

            


    

    


    
      	
               
      

            	
              (b)

            	
              voting rights
      for each share of the Company’s preferred stock equivalent to fifty (50)
      shares of the Company’s common stock;
and

            


    

    


    
      	
               
      

            	
              (c)

            	
              no dividend
      or liquidation rights.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
              6. 

            	
              AUTHORITY

            


    

    


    
      	
              6.1

            	
              The Manager
      shall not have the power or authority to enter into contracts, engagements
      or commitments on behalf of the Company but shall be engaged only as a
      consultant to provide consulting services to management at their
      request.

            


    

    


    
      	
              6.2

            	
              The Manager
      shall conform to all lawful instructions and directions given to the
      Manager by the Company’s President or Chief Executive
    Officer.

            


    

    


    
      	
              7. 

            	
              NON-SOLICITATION

            


    

    


    
      	
              7.1 

            	
              The Manager
      agrees that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              during the
      Term it will not hire or take away or cause to be hired or taken away any
      employee or consultant of the Company (other than employees or consultants
      that have been referred by the Manager);
and

            


    

    


    
      	
               
      

            	
              (b)

            	
              for a period
      of twelve (12) months following the termination of this Agreement, it will
      not hire or take away or cause to be hired or taken away any employee or
      consultant who was in the employ of the Company or who was on contract
      with the Company during the twelve (12) months preceding such termination
      (other than employees or consultants that have been referred by the
      Manager).

            


    

    


    
      	
              8. 

            	
              CONFIDENTIAL
      INFORMATION

            


    

    


    
      	
              8.1

            	
              The Manager
      acknowledges that it may acquire information about certain matters and
      things which are confidential to the Company, and which information is the
      exclusive property of the Company,
including:

            


    

    


    
      	
               
      

            	
              (a)

            	
              trade
      secrets; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              confidential
      information concerning the business operations or financing of the
      Company.

            


    

    


    
      	
              8.2

            	
              The Manager
      acknowledges that the information referred to in Section 8.1 of this
      Agreement could be used to the detriment of the Company. Accordingly, the
      Manager undertakes not to disclose the same to any third party either
      during the term of this Agreement (except as may be necessary in
      furtherance of the Manager’s duties under this Agreement), or following
      the termination of this Agreement without the written permission of the
      Board.

            


    

    


    
      	
              9. 

            	
              TERMINATION

            


    

    


    
      	
              9.1

            	
              Either the
      Company or the Manager may terminate this Agreement at any time and for
      any reason by providing two (2) months written notice to the other party.
      If this Agreement is terminated by either party for any reason prior to
      the expiration of the Term, the Manager shall return to the Company for
      cancellation the number of prorated Shares received by the Manager as
      compensation for Services not provided
  hereunder.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
              10. 

            	
              COMPANY
      PROPERTY

            


    

    


    
      	
              10.1

            	
              The Manager
      acknowledges that all items of any and every nature or kind created or
      used by the Manager pursuant to this Agreement, or furnished by the
      Company to the Manager, and all equipment, automobiles, credit cards,
      books, records, reports, files, diskettes, manuals, literature,
      confidential information or other materials, shall remain and be
      considered the exclusive property of the Company at all times and shall be
      surrendered to the Company, in good condition, promptly at the request of
      the Company, or in the absence of a request, upon the termination of this
      Agreement. The Manager hereby assigns any and all copyright to the Company
      on all literary and other artistic works created for the benefit of the
      Company towards which the Manager contributes, and the Manager waives any
      and all moral rights that may be associated with such
    works.

            


    

    


    
      	
              11. 

            	
              GENERAL
      PROVISIONS

            


    

    


    
      	
              11.1

            	
              Waiver. The
      failure of either party to comply with any obligation, covenant, agreement
      or condition in this Agreement may be waived by the party entitled to the
      performance of such obligation, covenant or agreement or by the party who
      has the benefit of such condition, but such waiver or failure to insist on
      strict compliance with such obligation, covenant, agreement or condition
      shall not operate as a waiver of, or estoppel with respect to, any
      subsequent or other failure.

            


    

    


    
      	
              11.2

            	
              Amendment. This
      Agreement may not be amended unless consented to in writing by the parties
      hereto.

            


    

    


    
      	
              11.3

            	
              Assignment.
      This Agreement may not be assigned by either party
  hereto.

            


    

    


    
      	
              11.4

            	
              Currency. All
      references to currency in this Agreement are to U.S. dollars unless
      otherwise stated.

            


    

    


    
      	
              11.5

            	
              Time of the
      Essence. Time shall be of the essence of this
      Agreement.

            


    

    


    
      	
              11.6

            	
              Invalidity. The invalidity or
      unenforceability of any provision of this Agreement shall not affect the
      validity or enforceability of any other provision and any such invalid or
      unenforceable provision shall be deemed to be
  severable.

            


    

    


    
      	
              11.7

            	
              Enurement. This Agreement
      shall enure to the benefit of and be binding upon the parties and, except
      as otherwise provided or as would be inconsistent with the provisions of
      this Agreement, their respective heirs, executors, administrators,
      successors and assigns.

            


    

    


    
      	
              11.8

            	
              Independent Legal
      Advice. Each of the parties to this Agreement confirms and
      acknowledges that it has been provided with an opportunity to seek
      independent legal advice with respect to its rights, entitlements,
      liabilities and obligations hereunder and understands that it has been
      recommended that such advice be sought prior to entering into this
      Agreement.

            


    

    


    
      	
              11.9

            	
              Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      instrument. In the event that this Agreement is signed by one party and
      faxed to another, the parties agree that a faxed signature shall be
      binding upon the parties as though the signature was an
      original.

            


    

    


    


    IN WITNESS WHEREOF this
Agreement has been executed by the parties on the Effective Date.

     

     

    
      	 GREEN STAR
      ENERGIES, INC.   	 	 AEON HOLDINGS
      INC.	 
	 	 	 	 
	 	 	 	 
	 Per:  	 	 Per:	 
	 	 	 	 
	 /s/
      Brandon Toth   	 	 /s/
      Harold Schaffrick	 
	 Brandon Toth,
      President 	 	 Harold Schaffrick, Chief
      Executive Officer	 


    

                                                                            

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