EXHIBIT 10.4
AGREEMENT
AGREEMENT made this 28 day of October, 1998, between PLATINUM AND
GOLD RECORDING AND PUBLISHING COMPANY, a Florida corporation, of 00000 X.X.
00xxx Xxxxx, Xxxxxxx, XX 00000, hereinafter referred to as "COMPANY", and XXXXX
XXXXXXX of 0000 X.X. 00xx Xxx, Xxxx Xxxxxxxxxx, XX 00000, hereinafter referred
to as "BERNSEN".
WHEREAS, the COMPANY was incorporated on _______________________, and
pursuant to the Articles of Amendment dated July 16, 1998, is authorized to
issue 100 million shares of $.01 par value stock; and
WHEREAS, the COMPANY anticipates that it will execute a public
offering for the sale of stock to the general public within sixty days from
date; and
WHEREAS, the COMPANY is desirous of electing XXXXXXX as a Director of
the COMPANY to utilize his skills and knowledge in the entertainment, recording,
and publishing industries, and desires to compensate XXXXXXX for such Director's
services by delivering _______ shares of stock to XXXXXXX.
THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
9. ELECTION AS DIRECTOR.
Upon execution hereof, the COMPANY shall cause XXXXXXX to be elected
as a Director of the COMPANY, to serve until the next annual meeting of
shareholders and directors. The COMPANY will record and execute such documents
as may be necessary to implement such election.
10. DUTIES.
XXXXXXX shall consult and advise the COMPANY concerning information
which he may possess regarding business practices in the entertainment,
recording, and publishing industries. XXXXXXX shall attend the annual meeting of
Directors, and perform such other duties as may customarily be required of
Directors. Notwithstanding the foregoing, the day to day operation of the
COMPANY shall rest with the remainder of the Directors and/or officers of the
COMPANY. XXXXXXX shall not be required to travel in furtherance of COMPANY's
business unless the specific terms have been mutually agreed upon.
3. EXPENSES.
The COMPANY shall pay for any and all expenses incurred by XXXXXXX in
furtherance of his duties hereunder, including but not limited to travel and
accommodations, car rentals, per diems, long distance, and the like. In the
event XXXXXXX pay for such expenses, the COMPANY shall immediately reimburse
XXXXXXX upon receipt of documentation for such expenses.
4. COMPENSATION.
As compensation for his director's duties hereunder, the COMPANY
shall issue to XXXXXXX 10,000 shares of unrestricted common stock in the
COMPANY. Additionally, XXXXXXX shall be entitled to such additional compensation
as is afforded to other directors, such as bonuses, "perks", insurance,
vacations, and the like. As the COMPANY anticipates entering into a public
offering within 60 days from date, the COMPANY shall issue such shares upon the
public offering, or 60 days from date; whichever first occurs. In the event the
COMPANY does not enter into the public offering, XXXXXXX shall nevertheless be
entitled to his shares of stock in the COMPANY.
5. EMPLOYMENT.
The COMPANY may employ XXXXXXX as producer, writer, director,
engineer, or in any other capacity. Such additional duties are not within the
scope of XXXXXXX'x duties as a Director. XXXXXXX shall be entitled to additional
compensation for such services upon terms as are generally prevailing in the
entertainment industry for a similarly situated individual.
6. NOTICES.
All notices under this Agreement shall be in writing and shall be
deemed to have been given when mailed in any United States Post Office, enclosed
in a certified postpaid envelope addressed to the address of the respective
parties stated above, or to any other address that the party may have fixed
notice; any notice of change of address, however, shall be effective only when
received.
9. WAIVER.
Failure to insist upon strict compliance with any term, covenant, or
condition of this Agreement shall not be deemed a waiver of it. No waiver or
relinquishment of a right or power under this Agreement shall be deemed a waiver
of it at any other time.
10. SEVERABILITY.
The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.
o MODIFICATION.
This Agreement cannot be changed, modified, or discharged orally, but
only if consented to in writing by both parties.
(12) BINDING EFFECT.
Except as otherwise herein expressly provided, this Agreement shall
inure to the benefit of and be binding upon the COMPANY, its successors and
assigns, including but not limited to any corporation which may acquire all or
substantially all of the COMPANY'S assets and business or with or into which the
COMPANY may be consolidated or merged. In the event the shares of stock
authorized by COMPANY shall be increased, XXXXXXX shall be entitled to his
pro-rata increase thereof.
(13) GOVERNING LAW/ATTORNEY'S FEES.
This Agreement shall be governed by the laws of the state of Florida,
County of Broward. The prevailing party shall be entitled to recover cost and
attorney's fees incurred in enforcement and interpretation of this Agreement.
(14) ENTIRE AGREEMENT.
This Agreement supersedes all agreements previously made between the
parties relating to its subject matter. There are no other understandings or
agreements.
15. ADDITIONAL DOCUMENTS.
The parties agree to execute such additional documents as may be
reasonably necessary to effectuate the intent of this Agreement.
IN AGREEMENT, the parties have signed their names below.
/s/ Xxxxx X. Xxxx, President
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PLATINUM AND GOLD RECORDING AND PUBLISHING COMPANY
By: Xxxxx X. Xxxx
Its: President
/s/ Xxxxx Xxxxxxx 10/28/98
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XXXXX XXXXXXX
