CONSULTING AGREEMENT
This Agreement is made and entered into as of the 25th day of
February __, 2001 by and between Xxxxxxx Xxxxxxx (the "Consultant") and Monogram
Pictures, Inc. ( the "Company") whose principal place of business is located at
000 Xxxxx Xxxx Xxxxxx Xx, Xxxx Xxxxxxx CA., both of whom enter this agreement
under the following terms and conditions:
WITNESSETH:
WHEREAS, Monogram Pictures, Inc. desires to retain the services of
the Consultant; and
WHEREAS, the Consultant has experience in providing a variety of
services to this Company that are seeking expert consultation on
matters such as Inside Product Sales efforts, and legal and accounting
expertise; and
WHEREAS, the Company desires to retain and Consultant is willing to
be retained for services to the Company under the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of, and for the mutual promises and
covenants contained herein, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties
agree as follows:
1. Duties of Consultant
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a. Consultant is to provide advice and opinions relating to
the Company and assignees of any individual relating to all matters;
and it is free to enter into this Agreement and the services to be
provided pursuant to this Agreement are not in conflict with any other
contractual or other obligation to which Consultant is bound. The
Company acknowledges that the Consultant is in the business of
providing other public companies with advise of the type contemplated
by this Agreement. Nothing herein contained shall be construed to limit
or restrict the Consultant in conducting such business with respect to
others, or rendering such advice to others.
b. During the term of this Agreement, the Consultant will
provide the Company with product sales related advice as specified
below provided that the consultant shall not be required to undertake
duties not reasonably within the scope of the consulting advisory
service in which Consultant is engaged generally. In performance of
these duties, the Consultant shall provide the Company with the
benefits of its best judgment and efforts. It is understood and
acknowledged by the parties that the value of the Consultant's advice
is not measurable in any quantitative manner, except as described
herein and that the amount of time spent rendering such consulting
advice shall be determined according to the Consultant's discretion.
c. The Consultant's duties shall include, but will not
necessarily be limited to:
(i) Recommendations relating to the promotion of
specific business operations and investments; and
(ii) Advice regarding publicity and promotions
related to sales of the Companies products, and its
subsidiaries products.
2. Term
----
The term of this Agreement shall be for six (6) months
commencing as of the execution of this Agreement ("commencement date")
provided, however, that this Agreement may be renewed or extended upon
such terms and conditions as may be mutually agreed upon by the parties
hereto or may be canceled by giving thirty (30) day written notice by
either party to this agreement. If the Company/Individual cancels, it
hereby agrees that it is not
3. Payment
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At the beginning of each Term of this Agreement Under this
Consultant shall be paid a non-refundable retainer of 100,000 shares of
MOPX.OB.
4. Good Faith Performance
----------------------
In the performance of its services, Consultant shall be
obligated to act only in good faith, and shall not be liable to the
Company/Individual for errors in judgment not the result of willful
misconduct. Consultant may look to such others for factual information,
economic advice and/or research upon which to base its advice to the
Company/Individual hereunder as Consultant shall in good xxxxx xxxx
appropriate.
5. Notice
------
Any notice or other communications between parties hereto
shall be sufficiently given if sent by Federal Express or certified or
registered mail, postage prepaid, if to the other party's principal
place of business or to such address as may be hereafter designated in
writing by one party to the other. Such notice or other communication
shall be deemed to be given on the date verification of delivery was
received.
6. Entire and Sole Agreement
-------------------------
This Agreement embodies the entire Agreement and understanding
between the Company/Individual and the Consultant and supersedes any
and all negotiations, prior discussions and preliminary and prior
agreements and understandings related to the subject matter hereof.
This Agreement may be modified only by a written agreement signed by
all parties.
7. Authority
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This Agreement has been dully authorized, executed and
delivered by and on behalf of the Company and Consultant.
8. Governing Law
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This Agreement shall be construed and interpreted in
accordance with the laws of the State of California.
9. Successors and Assigns
----------------------
This Agreement and the rights hereunder shall not be assigned
by either party (except by operation of law) and shall be binding upon
and inure to the benefit of the parties and their respective
successors, assigns and legal representatives.
10. Indemnification/Hold Harmless
-----------------------------
The Company irrevocably covenants, promises and agrees to
indemnify Consultant and to hold Consultant harmless from and against
any and all losses, claims, expenses, suits, damages, costs, demands or
liabilities, joint or several, of whatever kind or nature which the
Company may sustain or to which the Company may become subject or
arising out of or relating in any way to the subject matter of its day
to day operations and actions of its officers and directors including,
without limitation, in each case attorneys' fees, costs and expenses
actually incurred in defending against or enforcing any such losses,
claims, expenses, suits, damages or liabilities.
11. Severability
------------
The provisions of this Agreement are meant to be enforced
severally so that the determination that one or more provisions are
enforceable or invalid shall not affect or render invalid any other
provision of this Agreement, and such other provisions shall continue
to be in full force in accordance with their terms.
12. Attorney's Fees
---------------
In the event that either party must resort to legal action in
order to enforce the provisions of this Agreement or to defend such
action, the prevailing party shall be entitled to receive reimbursement
from the nonprevailing party for all reasonable attorney's fees and all
other costs incurred in commencing or defending such action, or in
enforcing this Agreement, including but not limited to post judgment
costs.
13. Waiver
------
No waiver of any right, remedy or breach of a duty as provided
herein shall be effective unless it is in writing and is signed by the
waiving party, no such waiver shall constitute a waiver of any other
right, remedy, or breach; and no delay or failure to enforce any right
or remedy shall preclude or affect the later enforcement of such right
or remedy.
14. No Agency or Partnership
------------------------
The Company's agreement to cooperate with consultant in
connection with the provisions of this Agreement shall not be construed
as making either party an agent or partner of the other partner.
15. Captions
--------
The paragraph and other headings contained in this Agreement
are for reference purposes only, and shall not limit or otherwise
affect the meaning hereof.
16. Counterparts
------------
This Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same
instrument.
IN WITNESS WHERE OF, the parties hereto have executed this Agreement as
of the date set forth above.
By: By:
/s/XXXXX XXXXXXXX /s/XXXXXXX XXXXXXX
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Monogram Pictures, Inc Xxxxxxx Xxxxxxx
