CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of October 20, 1999 between XxxxxXxx.Xxx., a
Delaware corporation ("MAGC"), and Commonwealth Partners NY, L.L.C., with a
principal place of business at 000 X. 00xx Xxxxxx, Xxxxx 00X, Xxx Xxxx, Xxx Xxxx
00000 ("CPNY").
WHEREAS:
(A MAGC has done a private placement of its Senior Series A Subordinated
Convertible Redeemable Debentures to BVH Holdings, L.L.C., HLKT Holdings, L.L.C.
and M & B Trading, L.L.C. ("Purchasers") pursuant to Securities Subscription
Agreements of even date between MAGC and Purchaser ("Agreement"); and
(B MAGC wishes to compensate CPNY for rendering consulting services in
connection with the Agreement and the private placement of its Debentures.
NOW THEREFORE, it is agreed.
1. Compensation. MAGC shall pay CPNY a consulting fee of
$99.000("Fee"),which Fee shall also cover expenses, as follows: $16,500 upon the
execution of the Agreement, $11,000 60 days from the execution of the Agreement,
and 7 payments of $11,000 each made 30 business days thereafter for an aggregate
period of 210 business days (i.e., $77,000), and $5,500 on the 240th business
day from the date the agreement is executed. CPNY shall be paid such Fee, in
cash, by the Purchasers who shall deduct the Fee from each of the Debentures
payments made to MAGC.
2. Miscellaneous. This Agreement (i) shall be governed by the laws of the
State of Colorado; (ii) may be executed in counterparts each of which shall
constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
This Consulting Agreement has been executed as of the date first above
written.
XXXXXXXX.XXX
By:/s/
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COMMONWEALTH PARTNERS NY, LLC
By:/s/
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99
