EXHIBIT 10.11
WIEN GROUP, INC. LETTERHEAD
CONSULTING AGREEMENT
CONSULTING AGREEMENT (the "Agreement") dated as of September 24, 2002 between
Wien Group, Inc., a New Jersey with offices at 000 Xxxxxxxxxx Xxxx., Xxxxx
#0000, Xxxxxx Xxxx, XX 00000 (the "Consultant") and SN Entertainment, Inc.
("SNEN"" or "Company") with offices at 00000 Xxxxx Xxxxxx, Xxxxx #000, XXX000,
Xxxxxxx, XX 00000.
WITNESSETH
WHEREAS, SNEN desires to receive services from the Consultant in connection
with:
(a) assisting with the filing of an SB-2 registration form with the
Securities Exchange Commission (SEC);
(b) locating a market maker(s) prepared to file a form 15c-211 on behalf of
the Company.
(c) assisting in completing all necessary paperwork required to facilitate
stated transaction(s);
(collectively, the '"Objectives").
WHEREAS, the Consultant has established their expertise in, among other things,
financial matters, merchant and investment banking services, and financial
consulting services in general.
NOW, THEREFORE, in consideration of the mutual covenants and agreements, and
upon the terms and agreements, and upon the terms and subject to the conditions
hereinafter set forth, the parties do hereby covenant and agree as follows:
SECTION 1. RETENTION OF CONSULTANT. SNEN engages the Consultant, and the
Consultant accepts such engagement, subject to the terms and conditions of this
Agreement.
SECTION 2. SERVICES. At such times as are mutually convenient to the Consultant
and SNEN during the Term (as defined below), the Consultant shall provide
consulting services to SNEN in connection with each of the Objectives.
SECTION 3. COMPENSATION. For services rendered by the Consultant pursuant to
this Agreement, SNEN shall pay Consultant the following:
EXHIBIT 10.11
A retainer fee equal to $2,500 (two thousand five hundred) to cover Initial
expenses, payable upon the execution of this Agreement, plus 4% (four percent)
of the authorized number of shares of the Company delivered as restricted
shares, payable upon filing of a form SB-2 or similar registration form for the
Company. This consulting fee shall be the entire cost and expense to completing
the transaction(s) except for expenses as stipulated in Section 4.
SECTION 4. EXPENSES. If in the event Consultant incurs any additional expenses
to facilitate the transaction, Consultant shall obtain the prior written consent
of SNEN for any single item of expense item, SNEN's consent hereunder shall not
be unreasonably withheld or delayed.
SECTION 5. FULL COOPERATION. In connection with the activities of the Consultant
on behalf of SNEN, SNEN will cooperate with the Consultant and will furnish the
Consultant and the Consultant's representatives with all information and data
concerning SNEN as may be required in connection with the Consultant's services
hereunder. SNEN will also provide Consultant and the Consultant's
representatives with access to SNEN's officers, directors, employees, agents,
representatives, independent accountants and legal counsel.
SECTION 6. REPRESENTATIONS. SNEN warrants and represents to the Consultant that
this Agreement does not conflict with any other agreement binding SNEN. SNEN
warrants and represents to the Consultant, that SNEN is fully authorized to
offer and pay the Consultant's compensation referred to in Section 3 above.
SECTION 7. INDEMNIFICATION. SNEN agrees to indemnify and hold harmless the
Consultant, and any company controlling the Consultant or controlled by the
Consultant, and their respective officers, agents and employees to the full
extent lawful, from the against any losses, claims, damages or liabilities
(including reasonable counsel fees) related to or arising out of this agreement.
SECTION 8. WAIVER OF BREACH. The failure by SNEN to exercise any rights or
powers hereunder shall not be construed as a waiver thereof. The waiver by SNEN
of a breach of any provision of this Agreement by the Consultant shall not
operate nor be construed as a waiver of any subsequent breach by the Consultant.
SECTION 9. NOTICES. All notices, requests, demands and other communications
which are required or permitted under this Agreement shall be in writing and
shall be deemed sufficiently given upon receipt ff. personally delivered, faxed,
sent by recognized national overnight courier or mailed by certified mail,
return receipt requested, to the address of the parties set forth above. Such
notices shall be deemed to be given (i) when delivered personally, (ii) one day
after being sent by overnight courier carrier or (iii) three days after being
mailed, respectively.
SECTION 10. TERM. This Agreement shall be for a term commencing on the date
hereof and ending in one (1) year with an automatic extension for an additional
six (6) months in the event that the Consultant is still in process of
completing this transaction.
EXHIBIT 10.11
SECTION 11. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New Jersey.
SECTION 12. ENTIRE AGREEMENT. Amendments. This Agreement contains the entire
agreement and understanding between the parties and supersedes and preempts any
prior understandings or agreements, whether written or oral. The provisions of
this Agreement may be amended or waived only with the prior written consent of
SNEN and the Consultant.
SECTION 13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, inure
to the benefit of, and shall be enforceable by the Consultant and SNEN and their
respective successors and assigns; provided, however, that the rights and
obligations of the Consultant under this Agreement (with the exception of those
rights in Section 3 hereof) shall not be assignable.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement:
SN Entertainment, Inc. Wien Group, Inc.
By: /S/ XXXXX XXXXXX By: /S/ XXXX X. XXXXXX
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Name: Xxxxx Xxxxxx Name: Xxxx X. Xxxxxx
Title: President Title: Executive Vice-President
