Digital Media Group, Ltd. Phone: (404) 230-5705. . .Fax: (404) 230-5710
Digital
Media Group, Ltd.
000
Xxxxxxxx Xxxxxx, Xxxxx 0000. . .Centennial Tower. . .Atlanta, Georgia
30303
Phone:
(000) 000-0000. . .Fax: (000) 000-0000
July
10,
2008
Xxxxxx
Xxxxxxxxx & Co., LLC
000
Xxxx
00xx
Xxxxxx
Suite
1803
New
York,
NY 10019
Dear
Xx.
Xxxxxx Xxxxxxxxx:
This
letter constitutes an agreement entered
into as of this 10th
day of
July, 2008 between
Winsonic Digital Media Group, Ltd., (“WinSonic”) and Xxxxxx Xxxxxxxxx & Co.,
LLC (“Xxxxxxxxx”) regarding consulting services to be provided to
WinSonic.
1.
SCOPE
OF WORK
Xxxxxxxxx
will provide the following service effective July 10, 2008 through July 9,
2009:
| · |
Assist
WinSonic in formulating strategic and financial plans designed to
create
long-term shareholder value and liquefying such value when
appropriate;
|
| · |
Assist
WinSonic with promoting intellectual properties; and
|
| · |
Assist
WinSonic in the business development and sales plans which will provide
the capital resources necessary to accomplish the operating and strategic
plans
|
2. COMPENSATION
Cash
Payment. Xxxxxxxxx
will provide the above services for a monthly retainer of $10,000.00 due and
payable by the 10h
of each
month for the upcoming month. Travel and/or related business expenses incurred
on behalf of WinSonic to be reimbursed upon invoice submission (with attached
receipts). Any single expense in excess of $200 will be approved by WinSonic
in
advance.
Equity
Compensation.
Xxxxxxxxx will provide the above services in exchange for 300,000
shares
of WinSonic’s restricted common stock to be earned and issued in four (4)
quarter-end amounts of 50,000 each (i.e., September 30, 2008; December 31,
2008;
March 31, 2009; June 30, 2009).
3.
CONFIDENTIALITY
Xxxxxxxxx
shall treat as confidential all data, records and accounts, information,
operations, policies, procedures and all other information relating to the
business of WinSonic, which becomes known to it through its activities hereunder
(“Confidential Information”), and which is not otherwise in the public domain or
rightfully obtained from another source. Xxxxxxxxx does not acquire any rights
in the Confidential Information, and agrees to take diligent measures to prevent
the disclosure of such Confidential Information.
During
the term and after termination of its services to WinSonic, Xxxxxxxxx shall
not
use or disclose any such Confidential Information, except in accordance with
the
terms of this Agreement, or as required by law, regulation or court order.
All
records, reports, and other documents prepared by Xxxxxxxxx shall be the
property of Winsonic, and Xxxxxxxxx shall deliver any such documents immediately
to WinSonic upon request.
4.
INDEPENDENT
CONTRACTOR
Xxxxxxxxx
shall be deemed to be an independent contractor and, as such, shall not be
entitled to any benefits applicable to employees of WinSonic. Upon execution
of
this agreement, the W-9 form must be completed and provided to WinSonic with
the
firm’s Tax EIN. This agreement can be terminated for cause by either party, if
not cured, within thirty (30) days written notice and payment of fees terminates
at such written notification.
Xxxxxxxxx
and
WinSonic indicate their acceptance of this Agreement by having their respective
duly authorized representative sign in the spaces provided below.
|
Sincerely,
WinSonic
Digital Media Group, Ltd.
|
||||
| By: | Date: | |||
|
Xxxxxxx
X. Xxxxxxx
Title:
Chairman
& CEO
|
|
|||
|
AGREED TO:
Xxxxxx Xxxxxxxxx & Co., LLC
|
||||
| By: | Date: | |||
|
Xxxxxx
Xxxxxxxxx
Title:
__________________________
|
|
|||
|
TAX
EIN# ______________________
|
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