C.F.S.G.
CONSULTING
FOR STRATEGIC GROWTH, LTD.
0 Xxx Xxxxxxxx
Xxxxxx Xxxxxxx, XX 00000
Tel: (000) 000-0000
Mobile: (000) 000-0000
Fax: (000) 000-0000
0-000-000-0000
August 15, 1997
Mr. Xxxx Xxxxxxxx
President & CEO
Paradise Music & Entertainment, Inc.
00 Xxxx 00xx Xxxxxx
0xx xxxxx
Xxx Xxxx XX 00000
Dear Xx. Xxxxxxxx,
This Agreement, dated as of August 15, 1997 is entered into by and between
Paradise Music & Entertainment, Inc. ("the Company") with offices located at 00
Xxxx 00xx Xxxxx Xxx Xxxx XX 00000 and Consulting for Strategic Growth, Ltd. (the
"Consultant") with offices located at 8 The Hemlocks Xxxxxx Estates N.Y. 11576.
RECITALS
Whereas the Consultant has experience in the investment banking and financial
services business; and
Whereas, the consultant desires to provide the financial advisory services (the
"Services") set forth in Section 3 hereof to the Company, and the Company
desires to retain the consultant, who will assign Xx. Xxxxxxx Xxxxxxxxxx to
provide the Services to the Company.
NOW THEREFORE, in consideration of the premises and the mutual covenants and
agreement hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Retention. The Company hereby retains the Consultant, and the Consultant
agrees to be retained by the Company, to perform the Services as a Consultant to
the Company on the terms and conditions set forth herein. The parties agree that
the Consultant shall be retained by the Company as an independent contractor on
a consulting basis and not as an employee of the Company.
2. Term. The term of this Agreement shall commence on the date hereof and shall
end on December 31, 1998, unless terminated earlier pursuant to Section 7.
hereof. In addition the "Company" can cancel this agreement any time during the
first ninety days (90) without any recourse by the "Consultant". (See notices)
3. Duties of Consultant. During the term of this Agreement
Consultant shall provide the Company with such regular and customary consulting
advise as is reasonably requested by the Company, within the scope of the
services enumerated below.
It is understood and acknowledged by the parties that the value of Consultant's
advice is not readily quantifiable, and that Consultant shall be obligated to
render advice upon the request of the Company, in good faith, but not be
obligated to spend any specific amount of time in so doing. Consultant's duties
shall include, but will not necessarily be limited to, providing recommendations
concerning one or more of the following financial and related matters upon the
request of the Board of Directors of the Company and/or its President.
a. Assisting in the introduction of the Company to retail registered
representatives at various registered broker/dealers;
b. Arranging, on behalf of the Company, meetings with securities analysts
of nationally recognized and regional investment banking firms on a quarterly
basis or more frequently;
c. Arranging, on behalf of the Company, meetings in or within 50 miles of
New York City and a major city close to Boston with "small cap" money managers
who manage funds in both North America and Europe on a quarterly basis or more
frequently;
d. Using its best efforts to cause at least two research reports
concerning the Company to be written and disseminated by at least two regional
investment banking firms;
e. Using its best efforts to provide the Company with four market-makers
in its Common Stock, which market makers have not previously made a market in
the Company's securities; and
f. Promptly upon request by the Company, preparing press releases for the
Company and promptly distributing them to the appropriate news and wire
services.
g. Send Bi-Monthly fax messages to a select list of institutional
accounts, and interested parties, which would include analyst's, broker/dealers
and retail brokers. (Blast Fax)
4. Compensation. In consideration for the services rendered by Consultant to the
Company pursuant to this Agreement, the Company shall pay to the Consultant
$2,000.00 upon the signing of this agreement, and $2,000 (by the tenth of each
month) for each successive month during the term of this Agreement. (subject to
review and adjustment by mutual consent.) This fee will include all regular,
ongoing routine out of pocket expenses, including communications, mailings, fax
broadcasts, etc. Unusal special requests would be paid for by the company ie.
trip to California.
5. Confidentiality. Consultant acknowledges that as a consequence of its
relationship with the Company, it has been and will continue to be given access
to ideas, trade secrets, methods, customer information, business plans and other
confidential and proprietary information of the Company (collectively,
"Confidential Information"). Consultant agrees that it shall maintain in
confidence, and shall not disclose directly or indirectly, to any third parties
or use for any purposes (other than the performance hereof), any Confidential
Information for the term of this Agreement and a period of seven years
thereafter, unless previously approved by the Company in writing. The parties
hereto agree that irreparable damage would occur in the event that any of the
provisions of this Section 5 are not performed by the Consultant in accordance
with their specific terms or are otherwise breached by the Consultant. It is
accordingly agreed that the Company shall be entitled to an injunction or
injunctions to prevent breaches of this section 5 and to enforce specifically
the terms and provisions hereof in any court of the United States or any State
having jurisdiction in addition to any other remedy to which they are entitled
at law or in equity.
6. The Company agrees to issue to the Consultant three options (the "Options"),
each of which shall be non-transferable, for a total of 20,000 shares of Common
Stock of the Company as set forth below; each of which shall vest on the later
of the date of issuance or one year from the date hereof.
(i) One option for 10,000 shares of Common Stock of the Company at an
exercise price of $5.00 per share.
(ii) One option for 5,000 shares of Common Stock of the Company at an
exercise price of $7.00 when the stock has closed for ten (10)
consecutive days @ $7.00 or higher.
(iii) One option for 5,000 shares of Common Stock of the Company at an
exercise price of $9.00 when the stock has closed for ten (10)
consecutive days @ $9.00 or higher.
* All of the above grants are subject to board approval and all
options granted will be for "four" (4) years as issued.
In the event that this Agreement is terminated during the first (1st) year, all
options issued shall be immediately canceled. The consultant shall have one
piggy-back registration right with respect to any earned shares of common stock
issuable upon exercise of the options.
7. Termination: This agreement shall terminate upon the earlier of:
(i) Expiration of the term of the agreement; or
(ii) Sixty (60) days written notice by either party
8. Compliance with Law. The Consultant agrees that in performing this agreement,
that the Consultant shall comply with the applicable provisions of the
Securities Act of 1933, as amended. The applicable rules and regulations of the
National Association of Securities Dealers, Inc. and any other applicable
federal, state or foreign laws, rules and regulations.
9. Indemnity. The Consultant shall indemnify the Company, its directors,
officers, stockholders, representatives, agents and affiliates (collectively,
the "Affiliated Parties") from and against any and all losses, damages, fines,
fees, penalties, deficiencies, expenses, including expenses of investigation,
court costs and fees and expenses of attorneys, which the Company or its
Affiliated Parties may sustain at any time resulting from, arising out of or
relating to the breach or failure to comply with any of the covenants or
agreements of the Consultant or its Affiliated Parties contained in this
Agreement.
10. Notices. Notices, other communications or deliveries required or permitted
under this Agreement shall be in writing delivered by hand against receipt,
certified mail return receipt, or reputable overnight courier to the addresses
set forth below or to such address as a party may designate in accordance with
this paragraph and shall be effective upon the earlier of:
(i) actual receipt
(ii) three (3) calendar days if sent by certified mail; or one (1) day if sent
by overnight courier.
A. To the Company at:
00 Xxxx 00xx Xxxxxx
Xxx Xxxx XX 00000
Att: Xxxx Xxxxxxxx
B. To the Consultant at:
0 Xxx Xxxxxxxx
Xxxxxx Xxxxxxx N.Y. 11576
11. Applicable Law. This agreement shall be governed by the internal laws of the
State of New York without regard to its conflict of law provisions.
If the foregoing sets forth your understanding of our agreement, kindly indicate
your agreement by signing on the space provided below.
Very truly yours,
Consulting for Strategic Growth, Ltd.
By: /s/ Xxxxxxx Xxxxxxxxxx, Chairman
----------------------------------
Name: Xxxxxxx Xxxxxxxxxx, Chairman
Agreed and Accepted by:
Paradise Music & Entertainment
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx, President & CEO
