Exhibit 10.1
Consulting Agreement dated as of August 25, 1997 between the Corporation and
Xxxxx X. Xxxxxx and The EMCO/Hanover Group, Inc.
LETTERHEAD OF EMCO HANOVER
August 25, 1997
Diamond Entertainment Corporation
00000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Mr. Xxxxx Xx,
President
Dear Xx. Xx:
Following our meeting this morning, the EMCO/Hanover Group, Inc.
("EMCO/Hanover") will begin immediately, in a financial advisory capacity, to
assist Diamond Entertainment Corporation ("Diamond" or the Company) in five
specific area. These will include: (1) refinancing of the Company's present
working of capital facility, currently at C.I.T. Financial; (2) accounts payable
restructuring, if appropriate; (3) the disposition of certain real estate
holding; (4) investor relations; and (5) potential merger/acquisition
candidate(s) (collectively defined as the "Assignment"). The period of this
Assignment will be six months.
For compensation, EMCO/Hanover will require a professional fee of
$7,500--payable at $2,500 per week per the attached over the ensuing three week
period. All out-of-pocket expenses incurred by EMCO/Hanover will be the
Company's liability, payable in full at the time of invoice submission. In
addition, EMCO/Hanover will receive a two percent cash fee on any refinancing
based on actual Funding Commitment (defined as not the dollars drawn down but
the actual commitment of funds made available to the Company), payable in full
at the time of the actual funding thereto. Further EMCO/Hanover (or its
designee) will receive a five percent, non-dilutive equity interest ("Right") in
Diamond, to be fully registered under a S-8 registration statement to be filed
immediately. Such non-dilutive Right will for a period of six months. In the
event that EMCO/Hanover introduces a merger/acquisition candidate and a
transaction is subsequently concluded, EMCO/Hanover will also be entitled to
five percent (5%), in kind fee, based on the transaction value (defined as all
elements of the transactions including earn-outs and incentives) involved.
Assigned to this project will be only the undersigned, whose professional
profile is included under EMCO/Hanover's Website (xxx.xxxxxxxxxxx.xxx).
We trust that this outlines that which we discussed.
Cordially,
The EMCO/Hanover Group, Inc.
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
