EXHIBIT 10(i) Amended and Restated Consultant Agreement between
Xxxxxxxxxxx Pair and the Company
CONSULTING AGREEMENT
This Amended and Restated Consultant Agreement ("Agreement")
is entered into and effective as of December 4, 2003, by and
between Xxxxxxxxxxx Pair ("Consultant") and Karma Media, Inc.
("Company"), on a non-exclusive basis. The undersigned hereby
agree to the following terms and conditions:
1. Duties of Consultant. Consultant will provide consulting
services and advice pertaining to the Company's business affairs
from time to time over a period of at least three (3) years.
Without limiting the generality of the foregoing, Consultant will
assist the Company with strategic planning and introducing
potential business partners and customers. Consultant shall
render the services described without any direct supervision by
the Company and in such amount, at such time and place and in such
manner (whether by conference, telephone, letter or otherwise) as
Consultant may determine. Consultant shall make available such
time as Consultant, in Consultant's sole discretion, shall deem
appropriate for the performance of this Agreement.
2. Compensation. As compensation for Consultant's services
hereunder, the Company shall (a) issue Consultant or his designee
a 10-year warrant to purchase, at an exercise price of $0.50 per
share, up to 20% of the Company's outstanding shares of common
stock on a fully-diluted basis, containing customary terms and
conditions, including full anti-dilution and price protection and
cashless exercise, and (b) pay to Consultant for the quarter ended
December 31, 2003, and each calendar quarter thereafter in
perpetuity, an amount equal to twenty percent (20%) of the gross
cash receipts of the Company from all sources other than capital
contributions and loans, plus any reduction of previously-
established reserves, less revenues directly generated from
CharityBuy International, Inc., personal appearance or performance
fees of Xxxxxxx Xxxxx, income from the sale of items on
XxxxxxxXxxxx.xxx, and expenditures and other amounts paid by or
for the account of the Company during the same period, including
payments of principal and interest on loan and reserves reasonably
established by the Company for future debt service or
contingencies of the Company's business, but excluding
depreciation, amortization, cost recovery deductions, depletion,
similar allowances or other non-cash items. Such amounts shall be
paid to Consultant within sixty (60) days of the end of each
quarter, time being of the essence.
3. Termination. This Agreement may be terminated by the Company
for good cause or by Consultant for any reason. Termination by
the Company for good cause, or by Consultant without good reason,
shall terminate the ongoing compensation obligation pursuant to
Section 2(b) above. Good cause shall be deemed to exist only upon
Consultant's final conviction of a felony involving fraud, theft
or misappropriation in connection with the Company, its business
or the services rendered pursuant to this Agreement. Good reason
shall include, without limitation, any material misrepresentation,
violation of any applicable law or regulation, breach of this
Agreement, inability to pay its debts when due, or filing of
bankruptcy by Company, or any material change in the nature, time
or scope of duties requested of Consultant. Any other termination
shall not effect the ongoing compensation obligations.
Termination at any time or by either party for any reason will not
effect the compensation payable pursuant to Section 2(a) above.
4. Relationship. In connection with this engagement, Consultant
is acting as a non-exclusive independent contractor. Consultant
shall not be deemed to be a partner, joint venturer, agent or
employee of the Company.
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5.
Severability. Should any provision of this Agreement be held by a
court of law to be illegal, invalid or unenforceable, the
legality, validity and enforceability of the remaining
provisions of this Agreement shall not be affected or impaired
thereby.
6. Company Discretion. Nothing provided for in this Agreement
shall in any way obligate Company to accept any introduction or
enter into any transaction. Company and its board of directors
shall retain sole and absolute discretion to determine whether to
enter into any transaction. The engagement hereunder may be
terminated at any time by either party upon written notice;
provided, however, that any termination by Company shall not
affect the ongoing compensation payable to Consultant as provided
above.
7. Indemnity. The Company agrees to indemnify and hold harmless
Consultant and his affiliates against any loss, claim, damage,
liability or expense, as incurred, to which any such party may
become subject (including in settlement of any litigation, if such
settlement is effected with the written consent of the Company,
which consent shall not be unreasonably withheld), including
without limitation any act or failure to act by Consultant in
connection with, or relating in any manner to the Company or the
services provided by Consultant under this Agreement (provided
that the Company shall not be liable to the extent that a court of
competent jurisdiction shall have determined by a final judgment
that such liability resulted directly from Consultant's bad faith,
willful misconduct or gross negligence); and to reimburse such
party for any and all expenses (including the reasonable fees and
disbursements of counsel chosen by Consultant) as such expenses
are incurred in connection with investigating, defending,
settling, compromising or paying any such loss, claim, damage,
liability, expense or action..
8. Further Assurances. Each party to this Agreement will do and
perform or cause to be done and performed all such further acts
and things and will execute and deliver all such agreements,
certificates, instruments and documents as the other party hereto
may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.
9. Governing Law. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties
hereto will be governed by, and construed in accordance with, the
internal law of the State of California, without regard to
conflicts of laws.
10. Arbitration. Any controversy, dispute or claim of any nature
whatsoever arising out of, in connection with or in relation to
this Agreement, or otherwise involving the parties hereto,
including the issue of arbitrability of any such disputes, will be
resolved by binding arbitration before a retired judge at JAMS in
Los Angeles, California. The prevailing party in any dispute will
be awarded all attorney's fees, costs and expenses in addition to
other allowable costs.
11. Counterparts. This Agreement may be executed in
counterparts, each of which will be an original and all of which
together will constitute one and the same instrument.
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12.
Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof,
and supercedes any prior consulting agreement. No
representations, agreements or promises have been made by any
party except as expressly set forth herein and in any related
written agreements. This Agreement supersedes any prior
negotiations, understandings or agreements, whether written or
oral, and any contemporaneous oral understandings or
agreements, between the parties or their predecessors in
interest.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first set forth above.
COMPANY: CONSULTANT:
KARMA MEDIA, INC.
By: /s/ Xxxxxxxxx Xxxxxxx /s/ Xxxxxxxxxxx Pair
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Dominique Xxxxxxx Xxxxxxxxxxx Pair
President
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