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CONSULTING SERVICES AGREEMENT
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Agreement made as of the 7th day of July 2003 by and between the following
parties:
NEW DYNAMIC MEDIA, INC., "CLIENT", being a corporate entity, which is duly
organized pursuant to the laws of the State of Florida maintaining its principal
offices at: 0000 00xx Xxxxxx - Xxxxxxx Xxxxx, Xxxxxxx 00000
And GREENTREE FINANCIAL GROUP, INC., "PROVIDER", a validly existing Florida
corporation having its principal offices at:
000 X. Xxxxxxxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
WHEREAS, the parties mutually desire to enter into a formal business
relationship, do hereby agree that the following accurately reflects their
entire understanding.
IN CONSIDERATION of the covenants, terms and conditions herein stated, the
undersigned parties agree as follows:
1. PROVIDER'S OBLIGATIONS.
1.1 At all times for the duration of this Agreement the PROVIDER shall use
its best efforts to take CLIENT public pursuant to the regulations promulgated
under the Securities Act of 1933, as amended. This will entail applying with the
appropriate authorities such as the SEC, NASD/OTCBB and appropriate states in an
initial or direct public offering, pursuant to the terms and conditions as
negotiated in good faith directly with CLIENT.
2. CLIENT'S OBLIGATIONS. At all times for the duration of this Agreement
and on a timely basis, CLIENT shall:
i) provide all non-confidential documentation and information, which may
be required for the PROVIDER to perform the requisite services;
ii) arrange to participate in meetings and discussions with qualified
securities attorneys and or other professionals introduced by PROVIDER;
iii) negotiate in good faith with all third party potential
professionals, and aforementioned authorities used by PROVIDER;
iv) provide all documentation to the PROVIDER that may be required to
prepare the necessary federal registration statement and appropriate state "blue
sky" filings so as to effectuate a proposed offering.
v) pay all of the costs, filing fees, transfer agent fees, auditing
fees, blue sky fees, and legal fees associated with the process. MANY OF THESE
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COSTS ARE INCORPORATED WITHIN THE FEE DISCUSSED BELOW (SEE EXHIBIT A).
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3. PROVIDER'S FEES. For its aforementioned services to CLIENT which
were brought about through the efforts of the PROVIDER, the following fees shall
be due and payable according to the following terms:
3.1 PROVIDER'S FEES. Upon the commencing of the public offering process,
which was initiated by and through the efforts of the PROVIDER, the PROVIDER
shall be entitled to, and shall be paid the following compensation:
3.1-1 FEES FOR INITIAL EXPENSES. Three payments of $9,820 equaling to
TWENTY NINE THOUSAND-FIVE HUNDRED AND TWENTY ($29,520) DOLLARS payable by bank
or certified check in U.S. funds to cover initial expenses associated with
CLIENT'S offering and CLIENT'S registration (See Exhibit A). Payments are due as
follows: (1st) upon signing of this agreement, (2nd) 14 days following, (3rd)
upon filing of the registration statement on XXXXX.
3.1-2 EQUITY TRANSFER. CLIENT'S common stock. To retain the services
of PROVIDER, CLIENT agrees to issue FOUR HUNDRED AND SEVENTY THOUSAND (470,000)
common shares to PROVIDER. The securities will be issued in a private, exempt
transaction under Section 4(2) of the Securities Act of 1933 and submitted for
registration via the SB-2 registration statement.
4. MISCELLANEOUS.
4.1 The parties specifically acknowledge that:
a) PROVIDER makes no representation that it is a duly licensed
securities broker/dealer, investment banking firm or attorney.
b) PROVIDER is not required to provide any services that are exclusive
to licensed securities broker/dealers, investment bankers, attorneys or
accountants.
4.2 NON CIRCUMVENT AGREEMENT. CLIENT agrees that all third parties
introduced to it by the PROVIDER represent significant efforts and working
relationships that are unique to, and part of, the work product of the PROVIDER.
Therefore, without the prior specific written consent of the PROVIDER, CLIENT
agrees to refrain from conducting direct or indirect business dealings of any
kind, with any third party so introduced by PROVIDER, for a period of two years
from the initial introductions made. In the event of a violation of this
provision, PROVIDER shall be entitled to obtain, on an Ex Parte application,
appropriate injunctive relief, from any court of competent jurisdiction,
together with and including all remedies available at law. This provision shall
survive the remaining obligations and performance due hereunder.
4.3 EXCLUSIVE AGREEMENT. This Agreement supersedes any and all prior
oral or written agreements, which provided for PROVIDER'S performance on behalf
of CLIENT.
4.4 GUARANTEE OF PERFORMANCE. New Dynamic Media, Inc., by authorization
of its board of directors, does hereby execute this Agreement in the capacity of
joint and several guarantor of the performance by New Dynamic Media, Inc. of all
of its duties, obligations and responsibilities as herein above stated.
4.5 ASSIGNABILITY AND UNENFORCEABILITY. This Agreement or the rights,
duties and or obligations hereunder may not be assigned by either party without
the express written consent of the other. The unenforceability of any one or
more provisions hereof shall not invalidate any of the other provisions. This
Agreement shall remain valid until written notice to the contrary is provided by
one party to the other.
4.6 COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be
executed in one or more counterparts, each of which shall represent a binding
obligation upon the executing party respectively. The facsimile signature of
either or both parties shall constitute original signatures for the purposes of
this Agreement and shall be as binding upon the parties as such.
4.7 CAPTIONS. The paragraph captions are for descriptive purposes only
and shall have no effect with regard to the content or the validity of the
content thereof.
4.8 CONTROLLING LAW. This Agreement shall be construed in accordance
with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
ATTEST: /S/ XXXXXXX XXXXXX, PRESIDENT
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BY: XXXXXXX XXXXXX, PRESIDENT
NEW DYNAMIC MEDIA, INC.
ATTEST: /S/ R. XXXXX XXXXXXX, V.P.
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BY: R. XXXXX XXXXXXX, VICE PRESIDENT
GREEN TREE FINANCIAL GROUP, INC.
EXHIBIT A
Offering cost included in 3.1-1 of the 'Consulting Services Agreement' consist
of the following items:
1. Corporate due diligence proceedings.
2. Prepare and file applicable registration statement(s) with the Securities
and Exchange Commission (SEC).
3. Registration filing fees.
4. Register Company and applicable securities with U.S. state boards (S & P
'Blue Sky' registration).
5. Open independent transfer agent account with Florida Atlantic Stock
Transfer.
6. XXXXX-ize all public documents as required by the SEC for viewing by the
general public.
7. Assist market maker in preparation of the Form 211 document and application
for ticker symbol.
8. Miscellaneous items surrounding registration would also include CUSIP
application and incidental filings necessary to bring the Company to
active trading status on the OTC BB.
