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EXHIBIT 4
CONSULTING AGREEMENT
This agreement ("Agreement") is made and entered into this 19th day of
February, 1999 between American Artists Film Corporation, a Missouri
corporation (the "Company") and Fontenelle, LLC ("Consultant"), a Nevada
limited liability company.
RECITALS
A. The Company is a multi-faceted entertainment company
committed to the creation, production and distribution of original, innovative
programming and films for a variety of media. The Company has also developed a
concept for the installation and operation of a network of large screen video
display ("LSVD") units.
B. The Consultant is generally knowledgeable in the areas of
business operations and plan implementation, possesses a high level of
experience in the entertainment/LSVD industry and is experienced in evaluating
and developing strategic business plans.
C. The Company wishes to engage the Consultant on a nonexclusive
basis as an independent contractor to utilize Consultant's general business and
entertainment/LSVD industry experience and contacts and to further develop and
refine its strategic business plan.
D. The Consultant is willing to be so retained on the terms and
conditions as set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains and engages Consultant
to perform the following consulting services (the "Consulting Services"):
a. Review and evaluate the Company's current business
plan and remain knowledgeable about the contents thereof;
b. Work with the Company's management to develop and
prepare a detailed strategic business plan as well as periodically revise said
plan as required during the Term of this Agreement;
c. Provide general strategic advice and consultation to
the Company's management on all matters pertaining to the business of the
Company, and;
d. Provide introductions to entertainment/LSVD industry
contacts.
2. Duties Expressly Excluded. This Agreement expressly excludes
the Consultant from providing any and all capital formation and/or public
relation services to the Company inclusive of but not limited to (i) direct or
indirect promotion of the Company's securities; (ii) assistance in making of a
market in the Company's securities; and (iii) assistance in obtaining debt
and/or equity financing.
3. Consideration. As full and complete consideration for the
performance by the Consultant of the Consulting Services, the Company will
issue to the Consultant 800,000 shares of the Company's Class A common stock,
$0.001 par value (the "Shares"). In the event that Consultant does not
completely perform the Consulting Services (for any reason, including the death
or incapacity of Consultant), then for each month that Consultant does not
perform the Consulting Services during the Term, one sixth (1/6) of the Shares
(as adjusted for stock splits,
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reverse stock splits, stock dividends or distributions or other
reclassifications of the Company's capital stock) shall be returned to the
Company and canceled. Consultant agrees to purchase shares in the open market,
if necessary, to fulfill such obligation to return shares to the Company.
The Shares will be issued as soon as practicable following
execution of this Agreement and the filing of a registration statement under
the Securities Act of 1933, as amended, on Form S-8 (or other available form)
covering the issuance of the Shares to Consultant.
4. Term. This Agreement shall be effective for a term of six (6)
months starting from the date first written above unless sooner terminated upon
mutual written agreement of the parties hereto.
5. Expenses. Consultant shall bear his out-of-pocket costs and
expenses incident to performing the Consulting Services, without a right of
reimbursement from the Company unless such expenses are pre-approved by the
Company.
6. Consultant's Liability. In the absence of gross negligence or
willful misconduct on the part of the Consultant or the Consultant's breach of
any terms of this Agreement, the Consultant shall not be liable to the Company
or to any officer, director, employee, stockholder or creditor of the Company,
for any act or omission in the course of or in connection with the rendering or
providing of services hereunder. Except in those cases where the gross
negligence or willful misconduct of the Consultant or the breach by the
Consultant of any terms of this Agreement is alleged and proven, the Company
agrees to defend, indemnify, and hold the Consultant harmless from and against
any and all reasonable costs, expenses and liability (including reasonable
attorney's fees paid in the defense of the Consultant) which may in any way
result from services rendered by the Consultant pursuant to or in any
connection with this Agreement. This indemnification expressly excludes any and
all damages as a result of any actions or statements, on behalf of the Company,
made by the Consultant without the prior approval or authorization of the
Company.
7. Company's Liability. The Consultant agrees to defend,
indemnify, and hold the Company harmless from and against any and all
reasonable costs, expenses and liability (including reasonable attorney's fees
paid in defense of the Company) which may in any way result pursuant to its
gross negligence or willful misconduct or in any connection with any actions
taken or statements made, on behalf of the Company, without the prior approval
or authorization of the Company or which are otherwise in violation of
applicable law.
8. Representations. The Consultant makes the following
representations:
(a) Consultant has no prior or existing legally binding
obligations that are in conflict with its entering into this Agreement;
(b) Consultant shall not offer or make payment of any
consideration to brokers, dealers, or others for purposes of inducing the
purchase, making of a market or recommendation for the purchase of the
Company's securities;
(c) Consultant is not currently the subject of an
investigation or inquiry by the Securities and Exchange Commission, the NASD,
or any state securities commission;
(d) Consultant's activities and operations fully comply
with now and will comply with in the future all applicable state and federal
securities laws and regulations;
(e) Consultant is either properly registered as, or
exempt from registration, as a broker-dealer or an investment advisor;
(f) Consultant understands that, as a result of its
services, it may come to possess material non-public information about the
Company, and that it has implemented internal control procedures designed to
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reasonably to insure that it and none of its employees, agents, consultants or
affiliates, trade in the securities of client companies while in possession of
material non-public information;
(g) During the Term of this Agreement and for a period
of two year thereafter, the Consultant shall treat as the Company's
confidential trade secrets all data, information, ideas, knowledge and papers
pertaining to the affairs of the Company. Without limiting the generality of
the foregoing, such trade secrets shall include: the identity of the Company's
customers, suppliers and prospective customers and suppliers; the identity of
the Company's creditors and other sources of financing; the Company's
estimating and costing procedures and the cost and gross prices charged by the
Company for its products; the prices or other consideration charged to or
required of the Company by any of its suppliers or potential suppliers; the
Company's sales and promotional policies; and all information relating to
entertainment programs or properties being produced or otherwise developed by
the Company. The Consultant shall not reveal said trade secrets to others
except in the proper exercise of its duties for the Company, or use their
knowledge thereof in any way that would be detrimental to the interests of the
Company, unless compelled to disclose such information by judicial or
administrative process; provided, however, that the divulging of information
shall not be a breach of this Agreement to the extent that such information was
(i) previously known by the party to which it is divulged, (ii) already in the
public domain, all through no fault of the Consultant, or (iii) required to be
disclosed by Consultant pursuant to judicial or governmental order. The
Consultant shall also treat all information pertaining to the affairs of the
Company's suppliers and customers and prospective customers and suppliers as
confidential trade secrets of such customers and suppliers and prospective
customers and suppliers, and:
(h) Consultant agrees to notify the Company immediately
if, at any time, any of the representations and warranties made by the
Consultant herein are no longer true and correct or if a breach of any of the
representations and warranties made by the Consultant herein occurs.
9. The Company makes the following representations:
(a) The Company is not currently the subject of an
investigation or inquiry by the Securities and Exchange Commission, the NASD,
or any state securities commission.
(b) The Company is in good standing in its state of
incorporation, Missouri.
(c) The Company is a "reporting company" under the
Securities Act of 1934 and has timely filed all of its required reports, except
for its Form 10-KSB for the year ended July 31, 1998 and its Form 10-QSB for
the quarter ended October 31, 1998.
(d) The Company and its senior management are not aware
of any materially adverse events not previously disclosed in the Company's
annual and quarterly reports with the Securities and Exchange Commission.
10. Entire Agreement. This Agreement embodies the entire
agreement and understanding between the Company and the Consultant and
supersedes any and all negotiations, prior discussions and preliminary and
prior agreements and understandings related to the primary subject matter
hereof. This Agreement shall not be modified except by written instrument duly
executed by each of the parties hereto.
11. Waiver. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute a waiver of any other provision, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
12. Assignment and Binding Effect. This Agreement and the rights
hereunder may not be assigned by the parties (except by operation of law or
merger) and shall be binding upon and inure to the benefit of the parties and
their respective successors, assigns and legal representatives.
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13. Notices. Any notice or other communication between the
parties hereto shall be sufficiently given if sent by certified or registered
mail, postage prepaid, or faxed and confirmed at the following locations:
Company:
American Artists Film Corporation
6600 Peachtree Dunwoody Road, Xxxx. 000, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxx
Consultant:
Fontenelle, LLC
000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxxx
or at such other location as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice or other communication
shall be deemed to be given on the date of receipt.
14. Severability. Every provision of this Agreement is intended
to be severable. If any term or provision hereof is deemed unlawful or invalid
for any reason whatsoever, such unlawfulness or invalidity shall not affect the
validity of this Agreement.
15. Governing Law. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Georgia, without giving
effect to conflicts of laws.
16. Headings. The headings of this Agreement are inserted solely
for the convenience of reference and are not part of, and are not intended to
govern, limit or aid in the construction of any term or provision hereof.
17. Further Acts. Each party agrees to perform any further acts
and execute and deliver any further documents that may be reasonably necessary
to carry out the provisions and intent of this Agreement.
18. Acknowledgment Concerning Counsel. Each party acknowledges
that it had the opportunity to employ separate and independent counsel of its
own choosing in connection with this Agreement.
19. Independent Contractor Status. There is no relationship,
partnership, agency, employment, franchise or joint venture between the
parties. The parties have no authority to bind the other or incur any
obligations on their behalf.
20. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first written above.
AMERICAN ARTISTS FILM CORPORATION
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Xxxxxx X. Xxxxx, CEO
FONTENELLE, LLC
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Xxxxxx Xxxxxx, Authorized Officer
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CONSULTING AGREEMENT
This agreement ("Agreement") is made and entered into this 19th day of
February, 1999 between American Artists Film Corporation, a Missouri
corporation (the "Company") and F T Enterprises, Inc. ("Consultant"), a Nevada
corporation.
RECITALS
A. The Company is a multi-faceted entertainment company
committed to the creation, production and distribution of original, innovative
programming and films for a variety of media. The Company has also developed a
concept for the installation and operation of a network of large screen video
display ("LSVD") units.
B. The Consultant is generally knowledgeable in the areas of
business operations and plan implementation, possesses a high level of
experience in the entertainment/LSVD industry and is experienced in evaluating
and developing strategic business plans.
C. The Company wishes to engage the Consultant on a nonexclusive
basis as an independent contractor to utilize Consultant's general business and
entertainment/LSVD industry experience and contacts and to further develop and
refine its strategic business plan.
D. The Consultant is willing to be so retained on the terms and
conditions as set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains and engages Consultant
to perform the following consulting services (the "Consulting Services"):
a. Review and evaluate the Company's current business
plan and remain knowledgeable about the contents thereof;
b. Work with the Company's management to develop and
prepare a detailed strategic business plan as well as periodically revise said
plan as required during the Term of this Agreement;
c. Provide general strategic advice and consultation to
the Company's management on all matters pertaining to the business of the
Company, and;
d. Provide introductions to entertainment/LSVD industry
contacts.
2. Duties Expressly Excluded. This Agreement expressly excludes
the Consultant from providing any and all capital formation and/or public
relation services to the Company inclusive of but not limited to (i) direct or
indirect promotion of the Company's securities; (ii) assistance in making of a
market in the Company's securities; and (iii) assistance in obtaining debt
and/or equity financing.
3. Consideration. As full and complete consideration for the
performance by the Consultant of the Consulting Services, the Company will
issue to the Consultant 400,000 shares of the Company's Class A common stock,
$0.001 par value (the "Shares"). In the event that Consultant does not
completely perform the Consulting Services (for any reason, including the death
or incapacity of Consultant), then for each month that Consultant does not
perform the Consulting Services during the Term, one sixth (1/6) of the Shares
(as adjusted for stock splits, reverse stock splits, stock dividends or
distributions or other reclassifications of the Company's capital stock) shall
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be returned to the Company and canceled. Consultant agrees to purchase shares
in the open market, if necessary, to fulfill such obligation to return shares
to the Company.
The Shares will be issued as soon as practicable following
execution of this Agreement and the filing of a registration statement under
the Securities Act of 1933, as amended, on Form S-8 (or other available form)
covering the issuance of the Shares to Consultant.
4. Term. This Agreement shall be effective for a term of six (6)
months starting from the date first written above unless sooner terminated upon
mutual written agreement of the parties hereto.
5. Expenses. Consultant shall bear his out-of-pocket costs and
expenses incident to performing the Consulting Services, without a right of
reimbursement from the Company unless such expenses are pre-approved by the
Company.
6. Consultant's Liability. In the absence of gross negligence or
willful misconduct on the part of the Consultant or the Consultant's breach of
any terms of this Agreement, the Consultant shall not be liable to the Company
or to any officer, director, employee, stockholder or creditor of the Company,
for any act or omission in the course of or in connection with the rendering or
providing of services hereunder. Except in those cases where the gross
negligence or willful misconduct of the Consultant or the breach by the
Consultant of any terms of this Agreement is alleged and proven, the Company
agrees to defend, indemnify, and hold the Consultant harmless from and against
any and all reasonable costs, expenses and liability (including reasonable
attorney's fees paid in the defense of the Consultant) which may in any way
result from services rendered by the Consultant pursuant to or in any
connection with this Agreement. This indemnification expressly excludes any and
all damages as a result of any actions or statements, on behalf of the Company,
made by the Consultant without the prior approval or authorization of the
Company.
7. Company's Liability. The Consultant agrees to defend,
indemnify, and hold the Company harmless from and against any and all
reasonable costs, expenses and liability (including reasonable attorney's fees
paid in defense of the Company) which may in any way result pursuant to its
gross negligence or willful misconduct or in any connection with any actions
taken or statements made, on behalf of the Company, without the prior approval
or authorization of the Company or which are otherwise in violation of
applicable law.
8. Representations. The Consultant makes the following
representations:
(a) Consultant has no prior or existing legally binding
obligations that are in conflict with its entering into this Agreement;
(b) Consultant shall not offer or make payment of any
consideration to brokers, dealers, or others for purposes of inducing the
purchase, making of a market or recommendation for the purchase of the
Company's securities;
(c) Consultant is not currently the subject of an
investigation or inquiry by the Securities and Exchange Commission, the NASD,
or any state securities commission;
(d) Consultant's activities and operations fully comply
with now and will comply with in the future all applicable state and federal
securities laws and regulations;
(e) Consultant is either properly registered as, or
exempt from registration, as a broker-dealer or an investment advisor;
(f) Consultant understands that, as a result of its
services, it may come to possess material non-public information about the
Company, and that it has implemented internal control procedures designed to
reasonably to insure that it and none of its employees, agents, consultants or
affiliates, trade in the securities of client companies while in possession of
material non-public information;
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(g) During the Term of this Agreement and for a period
of two year thereafter, the Consultant shall treat as the Company's
confidential trade secrets all data, information, ideas, knowledge and papers
pertaining to the affairs of the Company. Without limiting the generality of
the foregoing, such trade secrets shall include: the identity of the Company's
customers, suppliers and prospective customers and suppliers; the identity of
the Company's creditors and other sources of financing; the Company's
estimating and costing procedures and the cost and gross prices charged by the
Company for its products; the prices or other consideration charged to or
required of the Company by any of its suppliers or potential suppliers; the
Company's sales and promotional policies; and all information relating to
entertainment programs or properties being produced or otherwise developed by
the Company. The Consultant shall not reveal said trade secrets to others
except in the proper exercise of its duties for the Company, or use their
knowledge thereof in any way that would be detrimental to the interests of the
Company, unless compelled to disclose such information by judicial or
administrative process; provided, however, that the divulging of information
shall not be a breach of this Agreement to the extent that such information was
(i) previously known by the party to which it is divulged, (ii) already in the
public domain, all through no fault of the Consultant, or (iii) required to be
disclosed by Consultant pursuant to judicial or governmental order. The
Consultant shall also treat all information pertaining to the affairs of the
Company's suppliers and customers and prospective customers and suppliers as
confidential trade secrets of such customers and suppliers and prospective
customers and suppliers, and;
(h) Consultant agrees to notify the Company immediately
if, at any time, any of the representations and warranties made by the
Consultant herein are no longer true and correct or if a breach of any of the
representations and warranties made by the Consultant herein occurs.
9. The Company makes the following representations:
(a) The Company is not currently the subject of an
investigation or inquiry by the Securities and Exchange Commission, the NASD,
or any state securities commission.
(b) The Company is in good standing in its state of
incorporation, Missouri.
(c) The Company is a "reporting company" under the
Securities Act of 1934 and has timely filed all of its required reports, except
for its Form 10-KSB for the year ended July 31, 1998 and its Form 10-QSB for
the quarter ended October 31, 1998.
(d) The Company and its senior management are not aware
of any materially adverse events not previously disclosed in the Company's
annual and quarterly reports with the Securities and Exchange Commission.
10. Entire Agreement. This Agreement embodies the entire
agreement and understanding between the Company and the Consultant and
supersedes any and all negotiations, prior discussions and preliminary and
prior agreements and understandings related to the primary subject matter
hereof. This Agreement shall not be modified except by written instrument duly
executed by each of the parties hereto.
11. Waiver. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute a waiver of any other provision, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
12. Assignment and Binding Effect. This Agreement and the rights
hereunder may not be assigned by the parties (except by operation of law or
merger) and shall be binding upon and inure to the benefit of the parties and
their respective successors, assigns and legal representatives.
13. Notices. Any notice or other communication between the
parties hereto shall be sufficiently given if sent by certified or registered
mail, postage prepaid, or faxed and confirmed at the following locations:
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Company:
American Artists Film Corporation
6600 Peachtree Dunwoody Road, Xxxx. 000, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxx
Consultant:
F T Enterprises, Inc.
000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Xxxxxx
or at such other location as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice or other communication
shall be deemed to be given on the date of receipt.
14. Severability. Every provision of this Agreement is intended
to be severable. If any term or provision hereof is deemed unlawful or invalid
for any reason whatsoever, such unlawfulness or invalidity shall not affect the
validity of this Agreement.
15. Governing Law. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Georgia, without giving
effect to conflicts of laws.
16. Headings. The headings of this Agreement are inserted solely
for the convenience of reference and are not part of, and are not intended to
govern, limit or aid in the construction of any term or provision hereof.
17. Further Acts. Each party agrees to perform any further acts
and execute and deliver any further documents that may be reasonably necessary
to carry out the provisions and intent of this Agreement.
18. Acknowledgment Concerning Counsel. Each party acknowledges
that it had the opportunity to employ separate and independent counsel of its
own choosing in connection with this Agreement.
19. Independent Contractor Status. There is no relationship,
partnership, agency, employment, franchise or joint venture between the
parties. The parties have no authority to bind the other or incur any
obligations on their behalf.
20. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first written above.
AMERICAN ARTISTS FILM CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Xxxxxx X. Xxxxx, CEO
F T ENTERPRISES, INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Xxxxx Xxxxxx, Authorized Officer
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