EXHIBIT 10.25
_______________________________
CONSULTING AND LEGAL SERVICES AGREEMENT
This Agreement is made as of the 1st day of February, 1997, by and
between Xxxxxx & Xxxxxx, Attorneys at Law, a Texas general partnership
consisting of X. X. Xxxxxx, Jr. and Xxxx Xxxxxx ("Consultant"), and
Media Entertainment, Inc., a Nevada corporation (the "Company").
WHEREAS, Consultant possesses experience in the field of international
and domestic financing, domestic and international taxation, Federal and
state securities laws, secondary securities trading, business acquisitions
and dispositions and matters of general and special law; and
WHEREAS, the Company is to become publicly-held company required to
file periodic reports pursuant to the requirements of the Securities
Exchange Act of 1934; and
WHEREAS, the Company desires advice and guidance relating to the areas
of expertise of Consultant, as aforesaid; and
WHEREAS, the Company desires to hire Consultant and Consultant is
willing to accept the Company as a client.
NOW THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed:
1. The Company hereby engages Consultant to render advice and counsel
with respect to law, corporate organization, corporate finance, business
opportunities and taxation. Consultant hereby accepts such engagement and
agrees to render such advice throughout the term of this Agreement.
2. The services to be rendered by Consultant hereunder shall consist of the
following:
A. Giving advice and counsel on legal compliance by the Company with
all securities laws and regulations and communications laws and regulations
applicable to its business, state, federal and foreign;
B. Giving advice and counsel on legality of corporate business
transactions, contracts, including drafting and, at the Company's request,
negotiation of contracts;
C. Giving advice and counsel on business strategies, corporate finance,
secondary trading in the Company's securities, advice and, at the
Company's request, assistance in negotiation and evaluation of mergers,
consolidations and acquisitions, spin-offs, split-ups and other dispositions
and recapitalizations;
D. Giving advice and counsel on matters of income taxation, domestic and
international, and matters relating to import and export laws and
regulations; and
E. Giving advice and counsel in matters relating to protection and
preservation of assets of the Company, including, without limitation,
engaging in litigation in courts in which Consultant is, or reasonably can
be, admitted to practice, and supervising litigation in places where
Consultant is not so admitted and cannot reasonably gain admission to
practice.
Anything contained herein to the contrary notwithstanding, Consultant shall
not render services hereunder in connection with the offer or sale of
securities in a capital-raising transaction, in keeping with the proscription
thereof contained in Section A of the General Instructions as to the use of
Form S-8 promulgated by the Securities and Exchange Commission.
3. The term of this Agreement shall commence upon execution of this
Agreement and shall continue until January 31, 1998.
4. In consideration of the services to be performed by Consultant, the
Company agrees to pay to Consultant the sum of $3,500 in cash monthly
and to issue immediately upon the execution hereof 150,000 shares of the
Company's $.0001 par value Common Stock, at a price of $.40 per share.
In addition to the fee payable hereunder, Consultant shall, from time to
time during the term of this Agreement, be reimbursed for costs paid and
incurred by Consultant on behalf of the Company for travel, per diem,
lodging, long distance communications, courier services, photocopying and
printing. Reimbursement is to be made on receipt of invoice by the
Company.
The Company agrees that it will, after it has become subject to the periodic
reporting requirements of the Securities Exchange Act of 1934 and at its
cost, register with the Securities and Exchange Commission all of the
shares of Company Common Stock issued to Consultant hereunder pursuant
to a Registration Statement on Form S-8, at Consultant's request.
5. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with Consultant to enable
Consultant to perform its obligations hereunder.
B. The execution and performance of this Agreement by the Company has
been duly authorized by the Board of Directors of the Company.
C. The performance by the Company of this Agreement will not violate
any applicable court decree, law or regulation, nor will it violate any
provisions of the organizational documents of the Company or any
contractual obligation by which the Company may be bound.
6. Until such time as the same may become publicly known, the parties
agree that any information provided to either of them by the other of a
confidential nature will not be revealed or disclosed to any person or entity,
except in the performance of this Agreement, and upon completion of
Consultant's services and upon the written request of the Company, any
original documentation provided by the Company will be returned to it.
Consultant will not directly or indirectly buy or sell the securities of the
Company at any time when it is privy to non-public information.
7. All notices hereunder shall be in writing and addressed to the party at
the address herein set forth, or at such other address as to which notice
pursuant to this section may be given, and shall be given by personal
delivery, by certified mail (return receipt requested), Express Mail or by
national or international overnight courier. Notices will be deemed given
upon the earlier of actual receipt of three (3) business days after being
mailed or delivered to such courier service.
Notices shall be addressed to Consultant at:
Xxxxxx & Xxxxxx, Attorneys at Law
0000 Xxxxx XxxXxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx Xxxxx 00000
and to the Company at:
Media Entertainment, Inc.
0000 Xxxxxxxx Xxxx Xxxx
Xxxxx Xxxxx, Xxxxxxxxx 00000
8. Consultant consents to the placement of the following legend, or a
legend similar thereto, on the certificates representing the shares of
Common Stock issued hereunder:
THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE
EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2)
OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT
ANY SUCH PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL
APPLICABLE LAWS, RULES AND REGULATIONS.
9. Miscellaneous.
A. In the event of a dispute between the parties, both Consultant and the
Company agree to settle said dispute through the American Arbitration
Association (the "Association") at the Association's Dallas, Texas, offices,
in accordance with the then-current rules of the Association; the award
given by the arbitrators shall be binding and a judgment can be obtained on
any such award in any court of competent jurisdiction. It is expressly
agreed that the arbitrators, as part of their award, can award attorneys fees
to the prevailing party.
B. This Agreement is not assignable in whole or in any part, and shall be
binding upon the parties, their heirs, representatives, successors or assigns.
C. This Agreement may be executed in multiple counterparts which shall
be deemed an original. It shall not be necessary that each party execute
each counterpart, or that any one counterpart be executed by more than one
party, if each party executes at least one counterpart.
D. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Texas.
MEDIA ENTERTAINMENT, INC.
(a Nevada corporation)
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
XXXXXX & XXXXXX
(a Texas general partnership)
By: /s/ X. X. Xxxxxx, Jr.
X. X. Xxxxxx, Jr.
Partner
