Digital Media Group, Ltd.
Exhibit
10.1
Digital
Media Group, Ltd.
July
28,
0000
Xxxxxx
Xxxxxx
Chairman/CEO
FraserNet,
Inc.
0000
Xxxxx Xxxx, Xxxxx 0
Xxxxxxxxx
Xxxxxxx, Xxxx 00000
Dear
Xx.
Xxxxxx:
This
letter constitutes an agreement between Winsonic Digital Media Group, Ltd.,
(“Winsonic” or the “Company”) and FraserNet, Inc. (“FraserNet”), a
management-consulting firm, regarding consulting services to be provided by
FraserNet to Winsonic.
1.
SCOPE
OF WORK
FraserNet
will, for a period of 1 year, on an on-going basis:
| · |
Act
as a long-term business development and financial advisor to the
Company;
|
| · |
Periodically
meet with the Company's management to discuss the Company's operating
strategy, competitive position, business and financial prospects and
growth opportunities;
|
| · |
Assist
the Company in formulating strategic and financial plans designed to
create long-term shareholder value and liquefying such value when
appropriate; and
|
| · |
Assist
in the development of capitalization plans which provide the capital
resources necessary to accomplish the operating and strategic
plans.
|
2. COMPENSATION
Equity
Compensation.
FraserNet will provide the above services for up to a period of one year in
exchange for 150,000 shares of the WinSonic’s common stock to be issued
immediately after the closing of this transaction.
Out-Of-Pocket
Expenses.
Winsonic
will reimburse FraserNet for reasonable out-of-pocket expenses, including
travel-related expenses and other required expenditures.
3.
CONFIDENTIALITY
FraserNet
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. FraserNet 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, FraserNet 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 FraserNet shall be the
property of Winsonic, and FraserNet shall deliver any such documents immediately
to Winsonic upon request.
4.
INDEPENDENT
CONTRACTOR
FraserNet
shall be deemed to be an independent contractor and, as such, shall not be
entitled to any benefits applicable to employees of Winsonic. FraserNet
acknowledges that the services to be performed for the Company are those that
it
generally performs in the independent established profession in which it is
customarily engaged.
FraserNet
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: /s/ Xxxxxxx Xxxxxxx | Date: July 28, 2006 | ||
|
Xxxxxxx
X. Xxxxxxx
Chairman
& CEO
|
AGREED
TO:
FraserNet,
Inc.
| By: /s/ Xxxxxx Xxxxxx | Date: July 28, 2006 | ||
|
Xxxxxx
Xxxxxx
Chairman
& CEO
|
