EMPLOYMENT AGREEMENT
AGREEMENT
made as
of the 16th day of March 2007 (otherwise referred to as the “Effective Date”)
between 247MGI, Inc. ("Company"), a Florida corporation having an office located
at 0000 X. Xxxxxxx Xxx, X-0, Xxxx Xxxxxxxxxx, XX 00000, and Xxxx Xxxxxxxx
("Employee”), residing at 000 Xxxxxxxxxxxx Xxx, Xxxxxxxx, XX 00000
WHEREAS,
Employee
will be employed as President
WHEREAS,
Company
and Employee, wish to enter into an Employment Agreement pursuant to which
Employee will be employed as President of the Company; and
WHEREAS,
this
Agreement is intended to constitute an “employee benefit plan” within the
meaning of Rule 405 of Regulation C under the Securities Act of 1933, as
amended.
NOW,
THEREFORE,
in
consideration of the respective agreements hereinafter set forth, the parties
agree as follows:
1. Employment
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1.01
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Scope
of Agreement.
Company hereby employees Employee, and Employee hereby accepts employment
with Company in the position and with the duties set forth below.
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1.02
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Term.
The term of this Agreement shall commence as of March 16, 2007 and
terminates on January 1, 2009; subject, however, to earlier termination
in
accordance with the provisions of this Agreement, provided, however,
that
commencing on the last day of the 12th
month following the Effective Date and each subsequent anniversary
thereof, the Term shall be automatically extended for one (1) additional
year unless, no later than sixty (60) days before each such anniversary
date, either party shall have given written notice to the other that
it
does not wish to extend the Term of the Agreement.
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2.
Duties
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2.01
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General.
Employee shall serve as President of Company and shall perform such
executive duties as may from time to time be assigned to him by Company’s
CEO and Board of Directors; consistent with the duties associated
with the
position. Employee shall be subject to the supervision and direction
of
the Board of Directors. In the event Employee is elected or appointed
to
serve as a director of the Company or any of its subsidiaries, Employee
shall do so without additional compensation; provided that Employee
shall
be entitled to receive the same compensation for his services as
a
director that is paid to other employee-directors of the Company
for their
services as directors. Company and Employee hereby agree that upon
termination of this Agreement for any reason whatsoever, or at such
earlier time as Employee ceases to serve as an employee of Company,
Employee will resign as a director of Company and any Company subsidiaries
for which he serves as a director, and, Employee’s resignation as a
director shall become effective on the effective date of such termination
or cessation.
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2.02
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Performance.
During the term of his employment, Employee shall devote substantially
all
of his business time, best efforts and attention to the business,
operations and affairs of Company unless
otherwise agreed to in writing by the Parties; provided that Emplyee
shall
be permitted to undertake the activities described on Schedule A
to this
Agreement and the performance of such activities shall not be deemed
to
violate this Agreement.
Employee’s
principal place of business shall be located in Rhode Island.
Company and Employee shall mutually agree upon working facilities
and
support as are reasonably suitable to Employee's position and appropriate
for the performance of his duties; provided that administrative services
may, in Company's discretion, be provided to Employee from Company's
principal offices in South Florida.
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2.03
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Representations.
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(a) Employee
represents and warrants to and agrees with Company that:
(i) Neither
the execution nor performance by Employee of this Agreement is prohibited by
or
constitutes or will constitute, directly or indirectly, a breach or violation
of, or will be adversely affected by, any written or other agreement to which
Employee is a party or by which he is bound.
(ii) Neither
Employee nor any business or entity in which he has any interest or from which
he receives any payments has, directly or indirectly, any interest of any kind
in or is entitled to receive, and neither Employee nor any such business or
entity shall accept, from any person, firm, corporation or other entity which
competes with Company, any payments of any kind on account of any services
performed by Employee during the term of his employment.
(iii) During
the ten years preceding the date hereof (A) no petition under any bankruptcy
law(s) were filed by or against any business of which Employee was a general
partner, executive officer or similar official, either at the time of the
bankruptcy or within two years prior to that date, (B) Employee was not
convicted in a criminal proceeding, and no criminal proceeding is currently
pending against Employee (in either case other than traffic violations and
other
minor offenses, (C) Employee is not and has not been subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities or (D) Employee has not been found by a court
of competent jurisdiction (in a civil action), the Securities and Exchange
Commission or the Commodity Futures Trading Commission to have violated a state
or federal securities or commodities law, and the judgment has not been
reversed, suspended or modified.
(b) Company
represents and warrants to Employee that this Agreement has been authorized
by
all necessary action on the part of Company and constitutes a valid and binding
obligation of Employee enforceable against Company in accordance with the terms
hereof.
3. Compensation
and Related Matters
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3.01
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Fixed
Salary.
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(a)
Amount
of Fixed Salary.
As
partial compensation for Employee's services, Company shall pay Employee a
salary (the "Fixed Salary") at the following rates in equal
2
monthly
(or more frequent, consistent with Company’s payroll practices) installments,
less appropriate payroll deductions as required by law:
March
1,
2007 - December 31, 2007 $150,000
January
1, 2008 - December 31, 2009 $180,000
(b) Increases
in Base Salary - Employee's Base Salary shall be reviewed no less frequently
than on each anniversary of the Effective Date during the Term by the Board
(or
such committee as may be appointed by the Board for such purpose). The Base
Salary payable to Employee may be increased on each such anniversary date (and
such other times as the Board or a committee of the Board may deem appropriate
during the Term of the Agreement) to an amount determined by the Board (or
a
committee of the Board). Any increase in Base Salary or other compensation
shall in no way limit or reduce any other obligations of Company hereunder
and,
once established at an increased specified rate, Officer's Base Salary shall
not
be reduced unless Officer otherwise agrees in writing.
3.02 Additional
Compensation.
(a) Stock
Options.
As
additional compensation for Employee's services, as of the Effective date of
this Agreement, the Employee is hereby granted options to purchase an aggregate
of 2 million shares over the term of this Agreement, which options shall vest
at
the rate of 250,000 options upon signing of this agreement and on the first
day
of each calendar quarter beginning April 1, 2007. The options shall have an
exercise price of fair market value (FMV) as of the market close on the date
such options are granted, and may be exercised for a period of five years from
the date the options vest. The number of shares subject to the options and
the
exercise price of the options shall be proportionately adjusted to give effect
to any forward or reverse stock split, recapitalization or similar corporate
event completed by the Company. In the event of the death of Employee, all
unvested options shall immediately vest and the estate of Employee shall have
the right to exercise any unexercised options for a period of six months from
the date of Employee’s death, at which time any unexercised options shall
terminate. In the event of the disability resulting in termination of this
Agreement under Section 4.03, all unvested options shall immediately vest and
Employee or his personal representative shall have the right to exercise any
unexercised options for a period of six months from the date of Employee’s
disability, at which time any unexercised options shall terminate. In the event
this Agreement is terminated for cause under Section 4.01, all unexercised
and/or unvested options shall immediately terminate and cease to be of any
further force or effect. Employee
hereby understands and agrees that the shares issuable upon exercise of the
options described in this paragraph may not be registered under the Securities
Act of 1933, as amended (the "Act") and, absent registration, the resale or
transferability of such shares will be restricted under the Act and applicable
state law.
(b) Bonuses
and Other Incentive Compensation.
Company
shall pay Employee such cash bonuses, stock bonuses and/or incentives as may
be
determined from time-to-time by the Board of Directors.
3.03 Vacation.
Employee
will be entitled to 3 weeks paid vacation during the first twelve months of
this
Agreement and four weeks’ per year for the remaining term of this
Agreement.
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3.04 Expenses.
Company
will reimburse Employee for Employee’s reasonable out-of-pocket expenses
incurred in connection with Company’s business, including travel expense, food
and lodging while away from home, subject to such policies as Company may from
time-to-time reasonably establish for its employees.
3.05 Cellular
Telephone.
Company
shall pay or reimburse Employee for his use of a cellular telephone, and related
expenses, to the extent such telephone is used for business
purposes.
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3.06
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Benefits.
Employee shall be entitled to participate in all general pension,
profit-sharing, life, medical, dental, optical, disability and other
insurance and employee benefit plans and programs at any time in
effect
for senior executive employees including senior executive officers
of
Company, provided, however, that nothing herein shall obligate Company
to
establish or maintain any employee benefit plan or program, whether
of the
type referred to in this clause or
otherwise.
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4. Termination
for Cause; Disability; Death; Change in Control
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4.01
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For
Cause.
Company shall have the right to terminate the employment of Employee
hereunder at any time for Cause (as hereinafter defined), provided,
however, that Employee shall not be deemed to have been terminated
for
Cause without (i) at least three business days' prior written notice
to
Employee setting forth the reasons for the Company's intention to
terminate for "Cause", (ii) an opportunity for the Employee, together
with
his counsel, to be heard before the Board, and (iii) delivery to
the
Officer of a written notice of termination (which date of delivery
of such
notice shall be the Early Termination Date), as defined herein, from
the
Board finding that in the good faith opinion of the Board, Employee
engaged in the conduct set forth therein, and specifying the particulars
thereof in detail.
For purposes of this Agreement "Cause" shall mean the occurrence
of any of
the following acts or events by or relating to Employee: (a) any
material
misrepresentation by Employee in this Agreement; (b) any material
breach
of any obligations of Employee under this Agreement; (c) habitual
insobriety or use of illegal drugs by Employee while performing his
duties
hereunder or which adversely affects Employee’s performance of his duties
hereunder, (d) any gross negligence of intentional misconduct with
respect
to the performance of Employee’s duties under this Agreement, and/or (e)
Employee’s theft or embezzlement, from the Company, willful dishonesty
towards, fraud upon, or deliberate injury or attempted injury to,
the
Company; provided, however, if during the term of this Agreement,
there
shall occur a Change of Control (as hereinafter defined), Company
may not
terminate the employment of employee for Cause if Employee's conduct
subsequent to such Change of Control is consistent with his conduct
prior
to such Change of Control, or for any act or omission which was known
to
Company and which occurred prior to such Change of Control, and the
term
"cause" shall be deemed amended so as to delete therefrom the occurrence
of the acts or events by or relation to Employee set forth above.
In the
event of termination for cause, Employee's Fixed Salary shall terminate
as
of the effective date of termination of
employment, and, except as otherwise set forth in this Agreement,
Employee
shall not be entitled to any other compensation hereunder for any
period
subsequent to the effective date of
termination.
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4
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4.02
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Without
Cause.
In
the event that Company terminates the Agreement without Cause as
described
in Paragraph 4.01 above, Employee shall be entitled to (i) unpaid
Fixed
Salary earned by Employee up to the date of termination; (ii) earned
benefits and reimbursable expenses; (iii) any earned bonus which
Employee
has been awarded pursuant to the terms of the Agreement or any other
plan
or arrangement as of the Early Termination Date, but which has not
been
received by Employee as of such date; (iv) any compensation earned
but
deferred; and, to the extent not included in (i) through (iv), (v)
the
Severance Payment (as defined
below).
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(a)
Definition of "Severance Payment." For purposes of the Agreement, the term
"Severance Payment" shall mean an amount equal to the sum of (i) the Base Salary
otherwise payable to Employee during the remainder of the Term had such early
termination of the Agreement not occurred ("Severance Period") and (ii) for
each
full or partial year of at least six months remaining in the Severance Period,
the average of the annual bonuses earned by Employee in the two (2) years
immediately preceding the date of termination (or if there are less than two
(2)
years immediately preceding such date, an amount equal to the immediately
preceding bonus earned) ("Average Bonus"); provided, however, that in the event
that, following a Change in Control (as defined above), the Company terminates
the Agreement without Cause pursuant to Paragraph 4.02 above or Employee
terminates the Agreement for Good Reason pursuant to Paragraph 4.04 below,
the
term "Severance Payment" shall mean the amount described in the first paragraph
of Section 4.04 hereof.
(b)
Payment of Severance Payment. In the event that Employee is entitled to
any Severance Payment, that portion of such Severance Payment that represents
Base Salary shall be payable in monthly installments, and that portion of such
Severance Payment that represents the Average Bonus shall be payable on the
dates such amounts would have been paid had Employee continued in Company's
employment for the Severance Period; provided, however, that in the event of
a
Termination Following a Change in Control (as defined in Paragraph 4.04 below),
the Severance Payment shall be payable in a lump sum within ten (10) days
following such termination.
(c)
Full Settlement of All Obligations. Employee hereby acknowledges and
agrees that any Severance Payment paid to Employee hereunder shall be deemed
to
be in full and complete settlement of all obligations of Company under this
Agreement, and Employee's acceptance of such Severance Payment from Company
shall constitute Employee's release of Company from any and all claims, suits,
proceedings, liabilities, damages, or expenses arising by reason of this
Agreement.
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4.03
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Disability.
If
Employee, by reason of mental illness or physical incapacity or other
disability, is unable to perform his regular duties hereunder (as
may be
determined by the Board of Directors), Company shall (a) continue
to pay
employee’s Fixed Salary at a rate equal to fifty percent of the Fixed
Salary in effect immediately prior to the date of disability for
the
balance of the term of this Agreement and (b) continue to pay Employee’s
other compensation pursuant to this Agreement, for the balance of
the term
of this Agreement, except that options granted to Employee under
this
Agreement shall be treated as set forth in Section 3.02 (a) above;
provided, however, in the event Employee recovers from any such illness,
mental or physical incapacity or other disability (as may be determined
an
independent physician to which Employee shall make himself available
for
examination at the reasonable request of the Board of Directors),
Employee
shall immediately resume his regular duties hereunder at full pay.
Any
payments to Employee under any disability insurance or plan maintained
by
Company shall be applied against and shall reduce the amount of the
salary
payable by Company under this Agreement. Any determination by the
Board
with respect to Employee’s disability must be based on a determination of
competent medical authority or authorities, a copy of which determination
must be delivered to the Employee at the time it is delivered to
the
Board. In the event the Employee disagrees with the determination
of the
Board described in this paragraph, Employee will have the right to
submit
to the Board a determination by a competent medical authority or
authorities of Employee’s own choosing to the effect that the aforesaid
determination is incorrect and that Employee is capable of performing
Employee’s duties under this Agreement. Any continuing dispute as to
Employee’s disability shall be resolved by binding arbitration before one
arbitrator in accordance with the Rules of Commercial Arbitration
of the
American Arbitration Association in Palm Beach County, Florida, or
as
closely in proximity thereto as the American Arbitration Association
can
accommodate. The decision of the arbitrator shall be final and binding
on
the parties. If upon receipt of such determination, the Board wishes
to
continue to seek arbitration of this issue, it may do so in accordance
with the provisions of the American Arbitration
Association.
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5
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4.04
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Change
of Control.
If
during the term of this Agreement, there shall occur a Change of
Control,
Employee may terminate his employment hereunder for Good Reason (as
hereinafter defined), whereupon Employee shall be entitled to receive
a
payment equal to 2.99 times Employee's average annual compensation
paid by
Company (including bonuses, if any) during the three years preceding
the
date of termination; provided, however, that such payment shall be
reduced
if and only to the extent necessary to avoid the imposition of an
exercise
tax on such payment under Section 4999 of the Internal Revenue Code
of
1986, as amended.
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For
purposes of this Agreement, a "Change of Control" shall be deemed to have
occurred on the effective date of (i) the sale of all or substantially all
of
Company’s assets or (ii) any merger, acquisition or similar transaction that
results in more than 50% of Company’s outstanding equity securities being
beneficially owned by persons who do not currently beneficially own 50% or
more
of Company’s outstanding equity securities on the effective date; provided;
however, that consummation by Company of any or all of the transactions
described on Schedule B, and the issuance of securities of Company in connection
therewith, shall not constitute a Change in Control for purposes of this
Agreement. For the purposes of this Agreement, ("Good Reason") shall mean any
of
the following (without Employee's express prior written consent):
(a)
The
assignment to Employee by Company of duties inconsistent with Employee's then
positions, duties, responsibilities, titles, or offices of any reduction in
his
duties or responsibilities, or any removal of Employee from or any failure
to
re-elect Employee to any such positions, except in connection with the
termination of Employee's employment for Cause, or disability (as described
above) or as a result of Employee's death or by termination of employment by
Employee other than for Good Reason;
(b)
A
relocation of Company's principal executive offices to a location outside of
South Florida or Company's requiring Employee to be based anywhere other than
within 50 miles of the location at which Employee on the date hereof performs
Employee's duties, except for required travel on Company's business to an extent
substantially consistent with Employee's business travel obligations on the
date
hereof;
(c)
A
failure
by Company to continue in effect any benefit or compensation plan (including
any
pension, profit-sharing, bonus, life, medical, disability and other insurance
and employee benefit plans including D&O
coverage in amounts reasonably determined by the board of directors,
and
programs) in which Employee participates, or a failure to provide Employee
with
substantially similar benefits, or the taking of any actions by Company
which would materially and adversely affect Employee's participation in or
reduce Employee's benefits under any such plans;
(d) The
taking of any action by Company which would deprive Employee of any material
fringe benefit enjoyed by Employee on the date hereof; or
(e) The
failure by Company to obtain the specific assumption of this Agreement by any
successor or assignee of Company or any person acquiring substantially all
of
Company's assets.
5. Confidential
Information: Non-Competition
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5.01
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Confidential
Information.
Employee shall not, at any time during or following termination or
expiration of the term of this Agreement, directly or indirectly,
disclose, publish or appropriate, use or cause permit or induce any
person
to appropriate or use, any proprietary secret or confidential information
of Company not in the public domain including, without limitation,
knowledge or information relating to its trade secrets, business
methods,
the names or requirements of its customers all of which Employee
agrees
are and will be of great value to Company and shall at all times
be kept
confidential. Upon termination or expiration of this Agreement, Employee
shall promptly deliver or return to Company all materials of a
proprietary, secret or confidential nature relating to Company together
with any other property of Company which may have theretofore been
delivered to or may then be in possession of
Employee.
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5.02
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Non-Competition
During the term of this Agreement, Employee shall not, within North
America without the prior written consent of Company in each instance,
directly or indirectly, in any manner or capacity, whether for himself
or
any other person and whether as proprietor, principal owner shareholder,
partner, investor, director, officer, employee representative,
distributor, consultant, independent contractor or otherwise engage
or
have any interest in any entity which competes in any business or
activity
then conducted or engaged in by Company, provided, however, that
the
foregoing shall not be deemed to prohibit Employee from engaging
in
activity pursuant to Schedule A hereto, provided however, that Schedule
A
activity consumes no more than 20% of the employees time and efforts,
or
on any other business permitted under this Agreement. Notwithstanding
the
foregoing, however Employee may at any time own, in the aggregate,
as a
passive but not active investment, less than 10% of the stock or
other
equity interests of any publicly traded entity which engages in a
business
in direct competition with the Company. After the termination of
the
Employee’s employment, Employee will not, directly or indirectly, use such
Confidential Information to compete with the business of the Company,
as
the business of the Company may then be constituted, within any state
or
province. Such non-competition shall continue for two years from
the date
of termination. Further, Employee shall not induce or attempt to
induce
any employee of the Company to discontinue his or her employment
with the
Company for the purpose of becoming employed by any competitor of
the
Company, nor will Employee initiate discussions, negotiations or
contacts
with persons known to be clients or prospective clients of the Company
at
the time of the termination.
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5.03
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Assignment
of Intellectual Property.
All processes, concepts, data bases, software developments, hardware
developments, clients lists, brokers’ list, trade secrets, inventions,
patents, copyrights, trademarks, service marks, and other intangible
rights (collectively “Intellectual Property”) that may be conceived or
developed by Employee, either alone or with others, during the term
of
this Agreement, shall be the property of the Company.
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5.04
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Reasonableness.
Employee agrees that each of the provisions of this Section 5 is
reasonable and necessary for the protection of Company; that each
such
provision is and is intended to be divisible; that if any such provision
(including any sentence, clause or part) shall be contrary to law
or
invalid or unenforceable in any respect in any jurisdiction, or as
to any
one or more period of time, areas of business activities, or any
part
thereof, the remaining provisions shall not be affected but shall
remain
in full force and effect as to the other remaining parts; and that
any
invalid or unenforceable provision shall be deemed without further
action
on the part of the parties hereto, modified, amended and limited
to the
extent necessary to render the same valid and enforceable in such
jurisdiction. Employee further recognizes and agrees that any violation
of
any of his agreements in this Section 5 would cause such damage or
injury
to company as would be irreparable and the exact amount of which
would be
impossible to ascertain and that, for such reason, among others,
Company
shall be entitled, as a matter of course, to injunctive relief from
any
court of competent jurisdiction restraining any further violation.
Such
right to injunctive relief shall be cumulative and in addition to,
and not
in limitation of, all other rights and remedies which Company may
possess.
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5.05
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Survival.
The provisions if this Section 5 shall survive the expiration or
termination of this Agreement for any
reason.
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6. Miscellaneous
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6.01
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Notices.
All notices under this Agreement shall be in writing and shall be
deemed
to have been duly given if personally delivered against receipt or
if
mailed by first class registered or certified mail; return receipt
requested, addressed to Company and to Employee at their respective
addresses set forth in the first page of this Agreement, or to such
other
person or address as may be designated by like notice hereunder.
Any such
notice shall be deemed to have been given on the day delivered, if
personally delivered, or on the third day after the date or mailing
if
mailed.
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6.02
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Parties
in Interest.
This Agreement shall be binding upon and insure to the benefit of
and be
enforceable by the parties hereto and their respective heirs, legal
representatives, successors and, in the case of Company, assigns,
but no
other person shall acquire or have any rights under or by virtue
of this
Agreement, and the obligations of Employee under this Agreement may
not be
assigned or delegated.
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6.03
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Governing
Law; Jurisdiction. This
Agreement shall be governed by and construed and enforced in accordance
with the laws and decisions of the State of Florida applicable to
contracts made and to be performed therein without giving effect
to the
principals of conflict of laws.
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6.04
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Severability.
In the event any provision of this Agreement is determined by a court
or
other tribunal of competent jurisdiction to be invalid or unenforceable,
such provision shall be eliminated form this Agreement and the balance
of
this Agreement shall remain in full force and
effect.
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6.05
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Entire
Agreements: Modification; Interpretation.
This Agreement contains the entire agreement and understanding between
the
parties with respect to the subject matter hereof and supersedes
all prior
negotiations and oral understandings, if any. Neither this Agreement
nor
any of its provisions may be modified, amended waived, discharged
or
terminated, in whole or in part, except in writing signed by the
party to
be charged. No waiver of any such provisions, or any breach of or
default
under this Agreement shall be deemed or shall constitute a waiver
of any
other provision breach or default. All pronouns and words used in
this
Agreement shall be read in the appropriate number and gender, the
masculine, feminine and neuter shall be interchangeably and the singular
shall include the plural and vice versa, as the circumstances may
require.
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6.06
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Indemnification.
Employee shall indemnify and hold Company free and harmless from
and
against and shall reimburse it for any and all claims, liabilities,
damages, losses, judgments, costs and expenses (including reasonable
counsel fees and other reasonable out-of-pocket expenses) arising
out of
or resulting from any breach or default of any of his representations,
warranties and agreements in this Agreement. Company shall indemnify
and
hold Employee free and harmless from and against and shall reimburse
him
for any and all claims, liabilities, damages, losses, judgments,
costs and
expenses (including reasonable counsel fees and other reasonable
out-of-pocket expenses) arising out of or resulting from any breach
or
default of any of its representations, warranties and agreements
in this
Agreement.
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6.07
|
Survival
of Obligations.
The parties shall be obligated to perform the terms of this Agreement
after the Employee has terminated with the
Company.
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6.08
|
Enforcement.
If
any portion of this Agreement is determined to be invalid or
unenforceable, that portion of this Agreement will be adjusted, rather
than voided, to achieve the intent of the parties. In the event that
either party requires the use of an attorney to enforce the terms
of this
Agreement then the prevailing party shall be entitled to recover
a
reasonable attorney’s fee and
costs.
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6.09
|
Waiver.
The waiver of any breach of any provisions of this Agreement will
not
operate or be construed as a waiver of any subsequent breach of
the same
or other provision of this
Agreement.
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8
IN
WITNESS WHEREOF,
the
parties have duly executed this Agreement of March 16, 2007, to be effective
as
of the date first above written.
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Xxxx
Xxxxxxxx
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||||
| /s/: Xxxx Xxxxxxxx | ||||
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247MGI,
INC.
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By:
/s/:Xxxxxxx X. Xxxxx
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Xxxxxxx
X. Xxxxx, President
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9
SCHEDULE
A
The
foregoing shall not be deemed to violate this Agreement, specifically Section
5.02 Non-Competition
Media-Rite:
provider of production and consulting services; to include audio and video
production whether for television, radio, internet, closed circuit distribution,
DVD, or any other media for the transmission and display of audio and video
known or unknown. Production shall include the creation, capture and recording
of audio and video and the post-production and distribution thereof.
Consulting services shall include working with entities and individuals to
advise them of the best method of producing and recording of video and the
distribution thereof.
Political
Office: The pursuit and holding of any elective office, either state, local
or
national and those activities associated with the procurement and furtherance
of
elected office to include campaigning, constituent services and required
governmental body meetings to include committee and sub committee meetings
whether scheduled or not.
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SCHEDULE
B
| 1. |
FSBO
Media Holdings, Inc.
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| 2. |
Wyndam
Productions, Inc.
|
| 3. |
Whitety
Ford
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| 4. |
Las
Vegas Television Network
|
| 5. |
Xxxxxx
Xxxxx Securities, Inc two deals
|
| a. |
Infomercial
products
|
| b. |
Television
show
|
| 6. |
Business
Vision Network
|
| 7. |
Xxxx
Xxxxxxxxx (soundtrack company)
|
| 8. |
Drexal
Investments, Inc.
|
| 9. |
Digi
Card
|
| 10. |
All
recorded debt as of the day of this agreement which maybe converted
into
equity
|
11
