Exhibit 10.31
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made by and between JAG
Media Holdings, Inc. (the "Company") on the one hand, and ▇▇▇▇▇ Organization,
Inc. ("▇▇▇▇▇") on the other, with respect to the following:
1. Obligations of ▇▇▇▇▇: ▇▇▇▇▇ shall assist the Company with
respect to its claims against various brokerage houses, arising out of the
recapitalization of the Company's stock, effective April 8, 2002 (the
"Recapitalization Claims"). It is currently anticipated that the Company will
retain the law firm of ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ (the "Attorneys") as its legal
representation on the Recapitalization Claims. ▇▇▇▇▇ shall provide strategic,
non-legal consulting to assist the company and the Attorneys to facilitate
compliance among all brokerage houses with respect to any Recapitalization
Claims asserted by the Company to comply with the terms of the recapitalization
plan of ▇▇▇▇▇▇▇▇.▇▇▇, Inc. to Jag Media Holdings, Inc., including the settlement
of any potential shareholder imbalances or transactions that need to be settled
for compliance with the recapitalization. ▇▇▇▇▇ has not been requested to, nor
shall he provide any legal advice or representation to the Company, but rather
shall assist the Company and its Attorneys in non-legal capacity, as and when
requested.
2. Time/Loyalty Commitments: ▇▇▇▇▇ agrees to devote the necessary
amount of time that is required to perform the services described in Section 1
above. ▇▇▇▇▇ shall decide the hours and days for the performance of said
services as ▇▇▇▇▇, in ▇▇▇▇▇'▇ sole discretion, sees fit. ▇▇▇▇▇ may represent,
perform services for and be employed by such additional clients, persons or
companies unrelated to the Company. However, ▇▇▇▇▇ agrees that it will not
engage in any
1
activity competitive with or adverse to the Company's business interests,
whether alone, as a partner, or as an officer, director, employee or shareholder
of any other corporation, or a trustee or fiduciary or any other representative
of any other entity, and shall, at the Company's written request, desist from
such activity.
3. Compensation to ▇▇▇▇▇: In lieu of hourly monetary
compensation, ▇▇▇▇▇ agrees to accept from the Company, and the Company agrees to
pay to ▇▇▇▇▇ a sum equal to five per cent (5%) of any settlement of or judgment
from the Recapitalization Claims, due within 48 hours after the Company's
receipt of any funds therefrom. The amount from which ▇▇▇▇▇'▇ 5% fee is computed
shall be the same amount from which the Attorney's contingency fee is computed.
Should there be a non-monetary component to any resolution of the
Recapitalization Claims, then ▇▇▇▇▇ shall be paid the cash value of said
component when realized by the Company. The cash value of the non-monetary
component, if any, shall be determined by mutual agreement between the Company
and ▇▇▇▇▇. If the parties cannot agree on a figure, then the value of the
non-monetary component shall be the same as that determined by application of
the Company's fee agreement with its Attorneys. In furtherance of this Section,
and notwithstanding any confidentiality provision to the contrary, the Company
shall deliver to ▇▇▇▇▇ a copy of any and all documents that comprise a
settlement of any of the Company's Recapitalization Claims, within 24 hours
after any settlement agreement is executed.
4. Independent Contractor: The services to be provided by ▇▇▇▇▇
as set forth herein shall be as an independent contractor, and not as an
employee. Accordingly, neither state nor federal income tax nor payroll taxes of
any kind shall be withheld or paid by Company on behalf of ▇▇▇▇▇.
2
5. Termination: The Company may terminate this Agreement at any
time, with our without cause, by delivering written notice thereof as provided
in Section 7 of this Agreement. Otherwise, the Agreement shall remain in effect
until the Reorganization Claims are resolved or abandoned, at which time this
Agreement shall terminate. Notwithstanding the Company's right to terminate this
Agreement, its obligation to compensate ▇▇▇▇▇ as provided in Section 3 of this
Agreement shall remain in full force and effect, unless ▇▇▇▇▇ is in breach of
his obligations as set forth in Sections 1 or 2 of this Agreement, in which case
the Company shall give ▇▇▇▇▇ written notice of any alleged breach and 30 days in
which to cure the breach. If, after the 30-day cure period expires, ▇▇▇▇▇
remains in breach of Sections 1 or 2 of this Agreement, then this Agreement may
be terminated by the Company without any further obligation to ▇▇▇▇▇, by notice
of termination in accordance with Section 7 of this Agreement.
6. Additional Consulting Agreements: The Company and ▇▇▇▇▇
anticipate the execution of a separate consulting agreement for services to be
performed by ▇▇▇▇▇ (or by a related entity) in addition to those called for
herein (and similar to the services called for under the Business Development
Agreement between ▇▇▇▇▇▇▇▇.▇▇▇, Inc. and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ dated October 1, 2001).
Notwithstanding any provision in such a future consulting agreement to the
contrary (e.g., an integration clause), ▇▇▇▇▇ and the Company agree that any
such consulting agreement is not intended to supercede any of the provisions
herein, unless that agreement expressly so provides.
7. Notices: Any and all notices or demands shall be in writing.
They shall be served either personally or by certified mail, and by fax. If
served personally, service shall be conclusively deemed made at the time of
service. If served by certified mail, service shall be
3
conclusively deemed made 48 hours after the deposit thereof in the United States
mail, postage prepaid, addressed to the party to whom such notice or demand is
to be given, as hereinafter provided. All notices to the Company shall be sent
to JAG Media Holdings, Inc., c/o ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, fax: ▇▇▇-▇▇▇-▇▇▇▇. All notices to ▇▇▇▇▇ shall be
sent to ▇▇▇▇▇ Organization, Inc., c/o ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇, fax: ▇▇▇-▇▇▇-▇▇▇▇, with a copy to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, fax: ▇▇▇-▇▇▇-▇▇▇▇.
8. Attorneys' Fees: In the event that any action is brought by
any party to this Agreement as a result of the breach or default hereunder of
the other party or to enforce the terms or provisions of this Agreement, a court
or arbitrator shall make a determination as to the prevailing party and award
the prevailing party a reasonable sum as costs and attorneys' fees.
9. Miscellaneous: The provisions of this Agreement shall be
binding upon and shall inure to the benefit of the respective successors,
assigns, heirs, and representatives of the parties hereto. Nothing in this
Agreement contained shall be construed as to require the commission of any act
contrary to law and wherever there is any conflict between any provision of this
Agreement and any present or future statute, law, ordinance, or regulation
contrary to which the parties have no legal right to contract, the latter shall
prevail, but in such event the provisions of this Agreement affected shall be
curtailed and limited only to the extent necessary to bring it within the
requirement of the law. This Agreement shall be construed in accordance with the
laws of the State of Texas, which is the state in which ▇▇▇▇▇'▇ services are to
be performed. No waiver of any of the provision of this Agreement shall be
deemed or shall constitute a waiver of
4
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.
10. Entire Agreement: This Agreement contains the entire Agreement
of the parties hereto, and supersedes all other Agreements and understandings,
whether written or oral, covering the subject matter hereof. No amendment or
variation of the terms of this Agreement shall be valid unless made in writing
and signed by the Company and ▇▇▇▇▇.
DATED: 6-12-02 JAG MEDIA HOLDINGS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Printed Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
Its: CEO
------------------------------------
DATED: 6-12-02 ▇▇▇▇▇ ORGANIZATION, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Printed Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Its: President
------------------------------------
5
