Exhibit No. 1
Form 8-K
Western Media Group Corporation
SEC File No. 2-71164
DDR, Ltd.
000 Xxxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxx,XX 00000 (631) 847-
0540 Fax (000) 000-0000
October 11, 2000
Xxxxxxx Xxxxx, President
Western Media Group Corporation
00000 Xxxxxxx Xxxx. #000
Xxxxxxx, XX 00000
RE: Consulting Agreement
Dear Xx. Xxxxx,
The following shall establish a consulting relationship between
DDR, Ltd. (referred to as the Consulants) and Western Media Group
Corporation (referred to as the "Company").
1) The Consultants agree to provide the following services to
the Company:
a) Funding: The Consultants shall work with the Company, to
identify, communicate and introduce the Company to potential
funding sources, such as; appropriate strategic investors,
investment bankers and/ or corporate partners in the business of
providing directly or indirectly funding (the funding).
b) US Listing advice: Advise and provide introductions to;
Retail Brokerages, Broker, Fund
Managers, Investor and Market Makers, as well as to
Investor Relations Firms, and secure
Research for analyst reports. The objective here is to
obtain a higher exposure for the
Company's shares in the US and Foreign Markets.
c) Introduce and help secure clients, partnerships, and
strategic alliances opportunities
which may also include investment in the Company.
d) Indentify and help secure merger/acquisition candidates.
e) Best Efforts: The Consultants shall use their best
efforts to complete the services requested
by the Company.
2) Services not included: Consultants are not providing any legal
or accounting services. (In any event, any such services would be
agreed to in advance in writing)
3) Compensation:
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A) The Consultant will be issued 9,000,000 shares of the
Company's post reverse common stock on the following basis: 1) In
payment of $900 and for the acquisition of K-Rad Konsulting LLC
B) Any and all expenses are the responsibility of the
Consultant.
4) This Exclusive Agreement will be for a period of one year.
However, this Agreement may be terminated on 30 days written
notice by any party to this Agreement.
5) Mutual Non-Circumvention Provision: The Consultants intend to
introduce potential funding source(s) to Company, for the purpose
of providing services. The Company and the Consultants mutually
covenants not to circumvent each other, either directly or
indirectly with respect to any source(s) introduced to one
another for a period of two (2) years from the date of this
Agreement without the prior written consent of the "Consultants".
In the event of circumvention the compensation provisions
(Section 3) shall remain in full force and effect.
6) Notice: All notices shall be deemed to have been received five
(5) business days following deposit in the US mail, or two (2)
business days following deposit with any overnight courier
service or on the next business day after being faxed.
7) Consultants Status.
a) The Consultants are independent contractors and are not
employee's of, partner or co-venturer with the Company. The
Consultants are responsible for all payrolls and other taxes that
may arise from their compensation paid under this Agreement and
will indemnify and hold harmless the Company from the same.
b) The Consultants are professional services firms and not
broker/dealers or business brokers. Therefore, Consultants can
not and will not undertake any offer, sale or placement of
securities, nor are they being compensated for doing so. They
are simply serving as, and being compensated as, Financial
Consultants on behalf of the Company.
c) The Consultants acknowledge that they have no
authority to bind, commit or obligate the Company in any manner
or course of action.
d) The Consultants agree they will not distribute any
information about the Company with out the prior written consent
of the Company
8) Law to govern: This Agreement shall be construed to according
to the laws of the State of Minnesota. This Agreement may be
executed in counterparts.
Agreed to this 11th day of October, 2000
On behalf of DDR, Ltd
/s/
On behalf of Western Media Group Corporation:
/s/
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