Exhibit 10(a)
CONSULTING AGREEMENT
This Consulting Agreement is made as of the 6th day of October, 1997,
between Xxxxxx Xxxxxxxxxx ("Xxxxxxxxxx") and Choices Entertainment Corporation
("Choices").
WHEREAS, Martignoni has accepted employment with an unrelated company.
NOW, THEREFORE, in consideration of their mutual rights and
obligations, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. Services To Be Provided By Consultant.
Martignoni hereby agrees to continue to serve as Chairman of
Choices' Board of Directors and as its President and Chief Executive Officer
and to act as Choices' client representative in all pending litigation, to
assist in locating and evaluating possible business opportunities for
Choices, and to perform such other duties as may be delegated to him by the
Choices Board of Directors.
2. Compensation.
Martignoni is to receive Five Thousand Dollars ($5,000) per month for
his services as a consultant pursuant to this Consulting Agreement.
3. Term.
This Consulting Agreement shall expire by its own terms and without
further notice on April 30, 1998, unless extended by Choices. Choices may
otherwise terminate this agreement upon written notice to Martignoni in the sole
discretion of Choices. Upon thirty (30) days written notice, Martignoni may also
terminate this Consulting Agreement. Upon termination of this agreement,
Martignoni shall receive his pro rata compensation up to the date of such
termination.
4. Independent Contractor Acknowledgement.
Martignoni hereby acknowledges that he is an independent contractor
and not an employee of Choices under this Consulting Agreement. Martignoni is
solely responsible for the payment of all income taxes, social security
payments, and any other taxes or fees that arise out of any compensation he
receives pursuant to this Consulting Agreement.
5. Release of Prior Claims.
Except for his rights under and pursuant to existing stock options,
including their continued registration, and his rights, if any, to be
indemnified under Choices by laws, including with respect to any pending
litigation, Martignoni hereby releases Choices from any and all obligations it
may have to him other than as provided for under this Consulting Agreement.
Without limiting the generality of the foregoing, Martignoni specifically
releases Choices from any and all claims he may have against it pursuant to his
Severance Agreement dated on or about March 31, 1992, as modified.
WHEREFORE, the parties have put their hands and seals this 11th_ day
of November, 1997.
CHOICES ENTERTAINMENT CORPORATION
By /s/ Xxxx Xxxxxxx
_________________________________
Xxxx Xxxxxxx, Director
(SEAL)
/s/ Xxxxxx Xxxxxxxxxx
_________________________________(SEAL)
XXXXXX XXXXXXXXXX
