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EXHIBIT 10.4.7
CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into as of the ___ day of
_________, 1998, by and between Paisano Publications, Inc., a California
corporation (the "Company") and Xxxxxx Xxxxxx ("Consultant").
WITNESSETH:
WHEREAS, the Company is acquiring from Consultant,
simultaneously with the execution of this Agreement, all of the outstanding
common stock of the Company and related entities (the "Paisano Companies"),
pursuant to a stock contribution and sale agreement, dated June ___, 1998, among
Easyriders, Inc., Newriders, Inc., Easyriders Sub II, Inc., Consultant and the
Paisano Companies (the "Contribution Agreement");
WHEREAS, Consultant has substantial knowledge and information
regarding, and experience with, the businesses engaged in by the Paisano
Companies (the "Business");
WHEREAS, the parties recognize that during a limited
transition period, a higher level of personal service may be required of
Consultant than that which is contemplated in his employment agreement with the
Company;
WHEREAS, Consultant desires to render certain transitional
consulting and business services to the Company and its affiliates commencing on
the Closing Date (as defined in the Contribution Agreement) and the Company and
its affiliates desire to receive such services from Consultant; and
WHEREAS, the parties hereto desire to set forth in writing
their agreement and understanding regarding such services.
NOW THEREFORE, in consideration of the agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Consulting Services. Consultant shall provide
transitional consulting and business services to the Company and its affiliates
and render such advice, training and assistance respecting the management and
operation of the Business as the Company and its affiliates shall from time to
time request. The place where such services are rendered shall be consistent
with Consultant's desire to remain a resident of the state of Florida.
2. Term. This Agreement shall terminate without any further
liability or obligation hereunder on the date the Company's board of directors
notifies Consultant of its intent to terminate this Agreement.
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3. Consideration. In consideration of the consulting
services to be provided by Consultant and to the extent this Agreement has not
been earlier terminated, the Company shall pay to Consultant the following:
a. $5,000 on ____[one month after Closing Date]___, 1998;
b. $5,000 on ____[two months after Closing Date]___, 1998;
c. $5,000 on ____[three months after Closing Date]___, 1998;
d. $7,500 on ____[four months after Closing Date]___, 1998;
e. $10,000 on ____[five months after Closing Date]___, 1998;
f. $12,500 on ____[six months after Closing Date]___, 1998/9;
g. $15,000 on ____[seven months after Closing Date]___, 1998/9;
h. $17,500 on ____[eight months after Closing Date]___, 1999;
i. $20,000 on ____[nine months after Closing Date]___, 1999;
j. $22,500 on ____[ten months after Closing Date]___, 1999;
k. $25,000 on the ___ day of each month that this Agreement is in
effect from and after ____[eleven months after Closing
Date]___, 1999;
4. Enforceability; Severability. If any provision of this
Agreement is adjudicated to be invalid or unenforceable, then such provision
shall be deemed modified so as to be enforceable or, if required, deleted
herefrom, as the case may be, to render the remainder of this Agreement valid
and enforceable. The invalidity or unenforceability of any provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall
be construed in all respects as if such invalid or unenforceable provision were
omitted.
5. Notices. All notices, demands, requests, and other
communications hereunder shall be in writing and shall be deemed to have been
duly given and shall be effective upon receipt if delivered by hand, or sent by
certified or registered United States mail, postage prepaid and return receipt
requested, or by prepaid overnight express service. Notices shall be sent to the
parties at the following addresses (or at such other address for
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a party as is specified by like notice; provided that such notice shall be
effective only upon receipt thereof):
If to the Company:
Paisano Publications, Inc.
c/o Easyriders, Inc.
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
If to Consultant:
Xxxxxx Xxxxxx
at his then current address included in the personnel records
of the Company.
6. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the Company and Consultant and their
respective heirs, legal representatives, successors and permitted assigns.
Consultant may not assign or transfer any of his rights or obligations under
this Agreement without the prior written consent of the Company. The Company may
assign this Agreement, in whole or in part.
7. Entire Agreement. This Agreement contains the entire
understanding between the Company and Consultant with respect to the subject
matter hereof and supersedes all prior negotiations and understandings between
the Company and Consultant with respect hereto. This Agreement may not be
amended or modified except by a written instrument signed by both the Company
and Consultant.
8. Waiver. No provision of this Agreement shall be deemed
waived by course of conduct, unless such waiver is made in a writing signed by
both parties hereto stating that it is intended specifically to modify this
Agreement, nor shall any course of conduct operate or be construed as a waiver
of any subsequent breach of this Agreement, whether of a similar or dissimilar
nature.
9. Applicable Law; Submission to Jurisdiction. This
Agreement and the rights, obligations and relations of the parties hereto shall
be governed by and construed and enforced in accordance with the laws of the
State of California without giving effect to the principles of conflicts of law
thereof. The parties hereto (a) submit for themselves, and any legal action or
proceeding relating to this Agreement or for recognition and enforcement of any
judgment in respect hereof, to the exclusive jurisdiction of the courts of the
State of California, the courts of the United States of America for the Southern
District of California, and appellate courts from any of the foregoing, (b)
consent that any action or proceeding shall be brought in such
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courts, and waive any objection that each may now or hereafter have to the venue
of any such action or proceeding in any such court, (c) agree that service of
process of any such action or proceeding may be effected by certified mail (or
any substantially similar form of mail), postage prepaid, to the appropriate
party at its or his address as provided herein, and service made shall be deemed
to be completed upon the earlier of actual receipt or five (5) days after the
same shall have been posted as aforesaid, and (d) agree that nothing herein
shall affect the right to effect service of process in any other manner
permitted by law.
10. Headings. The headings of sections of this Agreement are
for convenience of reference only and are not to be considered in construing
this Agreement.
11. Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which, when taken together, shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PAISANO PUBLICATIONS, INC.
By:_____________________________________
Name:
Title:
________________________________________
Xxxxxx Xxxxxx
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