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Management Services Agreement

This Agreement made this __________ day of ____________ 2XXX between DEF, Inc., a societe anonyme organized and existing under the laws of the Republic of France, with a place of business at [specify address] and XYZ, INC., a Corporation organized and existing under the laws of the State of Delaware (the "Corporation") with a place of business at [specify address].

W I T N E S S E T H

WHEREAS, DEF, Inc., through certain of its affiliates, is in the business of manufacturing, marketing and selling [specify product] in France for distribution there and for export internationally; and

WHEREAS XYZ, INC. is in the business of importing [specify product] into the United States for marketing, sale and distribution there; and

WHEREAS, DEF, Inc., and certain of its affiliates, has certain resources and experience which enable it to provide benefit to XYZ, Inc. in its business activities; and

WHEREAS, DEF, Inc. and XYZ, INC. (collectively the "Parties") desire to enter into this agreement on the terms set forth herein,

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Services to be Provided. DEF, Inc., directly or indirectly as provided in Section 1.2, agrees to provide to XYZ, INC. from time to time, the following services (the "Services") as reasonably required and requested by XYZ, INC., and subject to the availability of resources:

(a) general management services, including (i) the services of executive, operating, legal and financial officers and other personnel; (ii) advice concerning the preparation of budgets, forecasts, capital expenditures, financing, and long range strategic planning; and (iii) such other general management services as may from time to time reasonably be requested by XYZ, Inc.; and

(b) general administrative and technical services, advice and direction, including (i) accounting, including cost accounting, inventory control, tax compliance and reporting systems services; (ii) legal, trademark and patent advice, including advice with respect to compliance with applicable legal regulations, patent applications and prosecutions; (iii) market servicing, product pricing and costs controls and evaluations; (iv) preparation of advertising and publicity literature and other materials; (v) providing, training and supervising sales representatives and support staff and providing guidelines and policies for sales representatives and other direction, as may be necessary, for promoting sales; (vi) compensation planning, pension, if any, and human resources services; (vii) purchasing services; (viii) import export advice; (ix) preparation of reporting forms; and (x) such other general administrative and technical services as may from time to time reasonably be requested by XYZ, INC.

1.1. It is understood that DEF, Inc. may provide any of the Services directly or through any of its affiliates, professional advisors or other representatives. (The entity providing such Services is hereinafter referred to as the "Services Provider".)

1.2. The Services Provider shall, in its provision of Services hereunder, utilize a standard of duty and care equal to that of a reasonably prudent person acting on its own behalf in similar circumstances.

2. Payment; Reimbursement of Expenses. In consideration for the provision of Services under this agreement, DEF, Inc. shall be entitled to payment from XYZ, INC. as follows:

(a) two percent of the invoice price of the Product (as defined in the Distribution and License Agreement of even date herewith between ABC, SA and XYZ, INC.) purchased and paid for pursuant to the Distribution and License Agreement, it being agreed that the variety and frequency of the Services to be provided make difficult a calculation of a charge therefor otherwise than on the basis of a percentage of sales as provided herein; and

(b) reimbursement of reasonable out-of-pocket expenses actually and necessarily incurred for travel of the Services Provider's personnel in connection with providing Services hereunder. Such travel costs shall include hotel accommodation and meals and local transportation during the period services are provided.

2.1. DEF, Inc. shall, on a quarterly basis, invoice for Services provided. All invoices and payments shall be rendered in French francs. Payment shall be due 30 days after invoicing.

3. Term and Termination. The term of this agreement shall begin on the date hereof and shall continue thereafter unless DEF, Inc. or XYZ, INC. shall serve notice to the other in writing of its decision to terminate the provisions of this agreement, in which event such agreement shall terminate at the conclusion of the fiscal quarter in which such notice is given.

3.1. In addition to the provisions of Section 3 hereof, the provisions of this agreement may be terminated immediately upon written notice as follows:

(a) by either Party in the event the other Party shall fail to perform any of its obligations hereunder and shall fail to remedy such non-performance within 30 days after written demand therefor;

(b) by either Party, upon notice to the other Party, in the event that the other Party shall be declared insolvent or bankrupt or make any assignment or other arrangement for the benefit of its creditors or to be dissolved or liquidated.

3.2. Upon termination of the provisions of this agreement all rights and obligations hereunder shall forthwith terminate, except for rights and obligations in respect of payment for Services and reimbursement pursuant to Section 2.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed this ____________ day of ____________ 2XXX.

By:

Name:

Title:

By:

Name:

Title:

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