EXHIBIT 10(a)
Xxxxxxx Productions, Inc.
00 Xxxxx 0
Xxxxxxxxx, XX 00000
Next Generation Media Corp.
0000 Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
December 4, 2001
BUSINESS CONSULTING AGREEMENT
THIS AGREEMENT MADE THIS 4th day of December, 2001, BY AND BETWEEN NEXT
GENERATION MEDIA CORP. (NGMC) AND XXXXXXX PRODUCTIONS, INC. (TIFF) with the
respective addresses set forth above.
WHEREAS NGMC is a public company, wanting and needing management
consulting services and marketing services and
WHEREAS TIFF is in the business in assisting in providing such
consulting services and
WHEREAS NGMC desires to retain TIFF to perform such services as a public
company and TIFF is willing to undertake to provide such services as hereinafter
fully set forth.
1. The term of this Agreement shall be for six (6) months from this
Agreement.
2. THE NATURE OF SERVICES. TIFF will render advice and assistance to NGMC
on business related matters and in connection therewith shall:
Consult with NGMC concerning ongoing strategic corporate
planning and long term investment policies.
Attend meetings of NGMC to review, analyze and report on
proposed business opportunities.
It is agreed that TIFF's services will not include any services that constitute
the rendering of legal opinions or performance of work that is the ordinary
purview of certified public accountants or any work that is the ordinary purview
of a registered broker/dealer.
3. COMPENSATION. As payment for services to be performed by TIFF under this
Agreement, 169,000 shares will be issued immediately with the filing of the
registration statement, S-8 which filing will be done in the next 5 days, that
is within 5 days of the date of this Agreement.
4. LIABILITY. It is understood and agreed that TIFF may rely entirely upon
information furnished to it by NGMC, or others, reasonably believed to be
accurate and reliable and that TIFF shall not be accountable for any loss
suffered by NGMC by reason of TIFF's action or on the basis of any advice,
recommendation or approval of TIFF, its employees or agents.
5. The parties further acknowledge that TIFF undertakes no responsibility
for accuracy of any statements to be made by management contained in press
releases or other communications including but not limited to filings with the
Securities and Exchange Commission and the NASD.
6. STATUS OF TIFF. TIFF shall be deemed to be an independent contractor and
except as expressly provided or authorized in this Agreement, TIFF shall have no
authority to act or represent NGMC. All final decisions with respect to
consultation, advice and services rendered by TIFF to NGMC shall rest
exclusively with NGMC.
7. MISCELLANEOUS. Neither party may modify this Agreement unless the same
is in writing and duly executed by both parties hereto. This Agreement shall be
governed by and construed in accordance with the laws of the State of New
Jersey, and any controversy or claim arising out of or related to this Agreement
shall be settled by arbitration in accordance with the rules and under the
auspices of the American Arbitration Association and any arbitration shall be
conducted in the state of New Jersey.
The transmission of this Agreement by fax, telefax, wire or mail shall be deemed
legal and binding transmission.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day
and year first written above.
AGREED TO AND ACCEPTED
BY /s/ XXXXXX XXXX /s/ XXXX XXXXX
----------------------------- ---------------------------------
Xxxxxx Xxxx, President Xxxx Xxxxx, President
Next Generation Media Corp. Xxxxxxx Productions, Inc.
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