CONSULTING AGREEMENT
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Consulting Agreement (this agreement), dated as of March 1, 1999, between Xxx X.
Xxxxxxxxx (the "consultant") of 0000 Xxx Xxxxxx, Xxxxxxxx X.X. Xxxxxx X0X 0X0
and DVD Technologies ("Employer"), 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
a Nevada corporation engaged in the exploitation of a patented and proprietary
computer technology for an interactive audio/video location-based entertainment
and marketing media channel.
Whereas, the Consultant's unique skills, knowledge and experience with respect
to Employer and Employer's business, and Consultant's ongoing participation and
contracting by Employer are a most significant and material inducement in
Employer's decision to enter into a consulting agreement with Consultant,
Whereas, Employer is in the start-up phase of its business and requires
Consultant's services to assist in developing the formative plans and early
Stage strategic relationships and alliances,
WhereAS, Employer desires to contract Consultant initially in the capacity of
acting CEO and consultant, and after the initial first consulting year, CEO of
the Company, and Consultant desires to be contracted in such capacity,
Now therefore, in consideration of the mutual covenants contained herein and for
Other good and valuable consideration, the Employer and Consultant hereby
Agree as follows:
1. Employment Duties and Agreements
(a) Employer hereby agrees to employ the Consultant (the "Contract") as the
acting CEO of Employer (Consultant) with such senior executive and management
duties, related to the development of the business which are assigned to the
acting CEO by the Board of Directors of Employer.
(b) Consultant hereby accepts the Contract and agrees to serve the Employer
during the period described in Section 1(d) hereof. In rendering service to
the Employer, Consultant shall be subject to, and agrees to act in accordance
with the instructions and directions of Employer's Board of Directors and all
applicable policies and rules thereof.
(c) During the Contract period, Consultant will be responsible for the
development of the business plan, strategic and action plan, strategic
relationships and alliances, development of manufacturing, distribution and
exploitation of the DVDT System and the company's license hereto for Employer.
Consultant is not responsible for financing, investor relations other than to
liase with shareholder representatives, accounting, legal, hiring and
managing Employer's other contracts.
(d) The initial consulting term shall be one year ending March 1, 2000,
renewable on terms subject to good faith negotiations and mutual approval of
formal CEO responsibilities by the Board of Directors. The negotiations will
begin once the Employer becomes a full reporting issuer, firm financing of
the business plan is offered, the company has purchased D and O Insurance,
and the company is ready to begin operations.
2. Compensation
(a) Signing Bonus:
The Consultant will be paid $15,000 per month and any pre-approved
expenses incurred on behalf of the company.
500,000 options exercisable at $2.50 per share. They will be issued
into escrow and Consultant will have full voting rights on these shares.
They will be released from escrow on March 1, 2000, and until then will
vest prorate 41,666 options per month.
3. Termination Events
In the event Employer wishes to terminate the consulting agreement for any
reason other than for cause or resignation, the outstanding invoices will
be paid with 30-day's notice. The option contract will be delivered and
any outstanding invoices will be offset against the exercise price of the
options. Upon termination, the options will be granted registration
rights and become freely tradeable.
4. Protection of Confidential Information
Employer agrees to protect the Consultant's intellectual property, know
how, trade secrets, whether written or verbal for the life of the
Contract. Employee agrees to protect DVDT intellectual property of
Licensor.
5. Ownership of Work, Product and Ideas
During the consulting period any discoveries, inventions or patents,
Materials and ideas related to the video jukebox industry and previously
Owned or known by the Consultant will remain the property of Consultant.
6. This Contract supercedes all prior written or oral agreements on the
subject matter hereto and shall be construed under the laws of the
State of Nevada.
Digital Video Display Technology Corp.
/s/ Xxxxxxx Xxxx, Director /s/ Xxx X. Xxxxxxxxx, Consultant
