MEMORANDUM OF AGREEMENT
Date: July 7, 1999
Parties: SMA Video, Inc., a New York corporation
000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 100 13 ("SMA")
Post Force Inc., a California corporation
24307 Magic Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000 ("Post Force")
Xxxxxxx Xxxxxxxx
24307 Magic Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000 ("Xxxxxxx")
Agreement:
1. SMA has retained Post Force to design, construct, equip and implement the
operation of an audio post-production facility at SMA's offices (the "Project").
Post Force has agreed to assign Xxxxxxx to the Project on a full time basis.
2. Post Force shall perform the following services:
o Complex Research and Design;
o Project Supervision;
o Architectural Supervision and Implementation;
o Engineering Supervision and Implementation;
o Equipment Proposal and Cost;
o Budget for Complete Project Implementation;
o Propose a Schedule of Complete Project Implementation;
o Construction and Specification Checks;
o Sales and Marketing Research to aid in Design of Complex.
3. The Project is to commence July 15, 1999 and continue diligently until
completion, estimated to occur on or about May 15, 2000.
4. SMA shall pay to Post Force $2,500.00 per week, in advance, on the first and
fifteenth day of each month beginning July 15, 1999 until completion, estimated
to occur on or about May 15, 2000. In addition, SMA shall pay directly all
expenses for first class air travel, lodging, meals and ground transportation
incurred by Post Force in relation to the Project. All other Project related
expenses shall be reimbursed on the next following first or fifteenth day of the
month after presentation of receipts for such expenses. Post Force shall not
incur any single expense in excess of $500.00, or aggregate expenses in excess
of $10,000. 00, without the prior written consent of SMA.
SMA shall supply Post Force with a Powerbook 1999 400 MHZ G3 computer and
accessories to Post Force's specifications, shipped to the Post Force address
shown above by overnight delivery service within two (2) weeks after the date of
this agreement. After delivery of the computer, 1/200' of the cost thereof shall
be deducted from the weekly payments to be made to Post Force until the cost of
the computer has been fully reimbursed to SMA. Post Force will retain ownership
of this computer equipment after full reimbursement.
5. It is the intention of the parties, and it is of the essence of this
agreement, that (a) Xxxxxxx shall personally perform each of the obligations of
Post Force under this agreement and (b) upon completion of the Project, Xxxxxxx
shall resign from Post Force and commence full time employment with SMA as
Director of the audio post-production facility at a salary of $2,500.00 per week
plus commissions and benefits in line with standard industry and SMA practices,
pursuant to an employment agreement to be executed by the SMA and Xxxxxxx, which
will provide for a term of not less than two (2) years.
6. This memorandum is intended to incorporate all of the agreements and
understandings between the parties with respect to the Project and there are no
other agreements or understandings which are not set forth herein. This
agreement is to be governed by the laws of the State of New York, and in the
event of a dispute under this agreement, same shall be resolved by arbitration
pursuant to the rules of the American Arbitration Association, at its offices in
the City and State of New York.
SMA Video, Inc. Post Force Inc.
By: /s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxxx, President Xxxxxxx Xxxxxxxx, President
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
