EXHIBIT 10.2
MATERIAL CONTRACTS - TECHNICAL MANAGEMENT CONSULTANTS FINDERS' FEE AGREEMENT
TECHNICAL MANAGEMENT CONSULTANTS (TMC)
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0000 Xxxxxxxx Xxxxx. Xxxxxx, XX 00000 Phone (000) 000-0000. Fax (000) 000-0000
CONSULTING AGREEMENT
This AGREEMENT is made and entered into this 24 day of SEPT 1999 by and between
Millenniu Multi Media ("CLIENT") with principal offices at 0000 Xxxxxxxx Xxxx.,
Xxxxx 0000, Xxx Xxxxxxx, XX 00000, and TECHNICAL MANAGEMENT CONSULTANTS ("TMC")
with its principal offices at 0000 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000.
WITNESSETH
WHEREAS, CLIENT is an active California Corporation; and
WHEREAS, TMC is a privately held California company; and
WHEREAS, CLIENT and TMC desire to set forth the terms and conditions upon which
TMC will perform services for CLIENT.
THEREFORE, it is agreed as follows:
1. Engagement of TMC: Subject to the terms and conditions of this Agreement,
CLIENT hereby engages TMC on a non-exclusive basis, and TMC hereby accepts
such engagement to perform the services set forth.
2. Services: TMC will provide consulting services for CLIENT to locate shell
corporation for reverse merger with CLIENT.
3. Term: The term of this Agreement will be for services as requested for s
long as needed. The agreement may be terminated by either party with 30
days written notice. However, for mergers which take place within one year
from date of termination of this agreement with previously introduced shell
corporations, fees shall be due in accordance with this agreement.
4. Compensation: CLIENT shall compensate TMC with a success fee of five
percent (5%) of the issued and outstanding stock of the merged companies,
paid proportional to ownership by both parties. CLIENT and
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shell corporation, e.g. for an 80/20 deal, 4% from CLIENT and 1% from shell
corporation (free trading if available). TMC will share this fee with
Compound Capital Group, Inc. (Xxxx Xxxxxxx) and with Xxxxxxx Xxx, and
others and these parties shall receive no other compensation.
5. Expenses: TMC and CLIENT shall bear their own expenses.
6. Independent Contractor: TMC is being retained by CLIENT for the purpose and
to the extent set forth in this Agreement and TMC's relationship to Client
will be that of an independent contractor.
7. Standards of Conduct: CLIENT and TMC will at all times conduct themselves,
both with respect to their activities under this Agreement and with respect
to their business activities, generally in compliance with all applicable
Federal and State laws.
8. Indemnification: CLIENT and TMC will indemnify and hold each other harmless
from and against any and all losses, costs, expenses, damages or
obligations either incur as a result of, arising from, or in conjunction
with any violations of Federal or State laws.
9. Arbitration: Any controversy or claim arising out of or relating to this
Agreement, or breach thereof, will be settled by arbitration accordance
with the Commercial Arbitration Board Rules of the American Arbitration
Association, and judgment of the award rendered by the Arbitrator(s) may be
entered in any court having jurisdiction thereof.
10. Governing Law: The validity of this Agreement and any of its terms and
provisions, as well as the rights and duties hereunder, will be governed by
the laws of the State of California.
This proposal is valid for 30 days
TECHNICAL MANAGEMENT CLIENT
CONSULTANTS
/s/ Xxx Xxxxxxxxxx /s/ Xxxxx Xxxx
Xxxxxx Xxxxxxxxxx, President Xxxxx Xxxx, Secretary
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