MANAGEMENT CONSULTING AGREEMENT
AGREEMENT made as of this 15th day of June 1996 by and
between Xxxxxx Xxxxx (herein referred to as "Consultant"), and
Hungarian Broadcasting Corp., with offices at Xxxxxxx xx 00,
0000 Xxxxxxxx, Xxxxxxx.
WHEREAS, Client desires to obtain Consultant's management
consulting services in connection with Client's business
affairs, and Consultant is willing to render such services as
hereinafter more fully set forth.
NOW, THEREFORE, the parties agree as follows:
1. Client hereby engages and retains Consultant and
Consultant hereby agrees to use his best efforts, to render to
client the financial consulting services hereinafter described
for a period of two years commencing June 15, 1996.
2. Consultant's services hereunder shall consist of
consultations with Client concerning the management and
operations of Client's business as Client may from time to time
require during the term of this Agreement ("Agreement"). His
responsibilities would be to assist in building the network and
would include:
a. assisting in the maximization of income
b. recognizing means of amortizing costs and implementing
c. non-exclusive right to assist in programming
acquisitions
d. creating new broadcasting and cable opportunities
e. directing the strategy of the stations
f. maximizing the share price valuation
g. assisting in the general management of A3 and any other
stations under the HBCO banner.
h. building a western style infrastructure to the stations
to ensure a smooth running team
i. maximizing the opportunity to grow the Corporation's
assets in Hungary and the region
j. assisting in the management of both the uplink and
downlink elements, vital to ensure the penetration of
the market place.
k. assisting in preparation of Company's budgets.
3. Consultant shall devote approximately ten man-days per
month specifically to Client in such form of consultation,
advice and assistance on the foregoing matters and on such
matters as Client requests. Such services may include, at the
request of the Client, written reports, attendance at meetings
of the Client's Board of Directors and review, analysis and
report on proposed investment opportunities, and on operational
policies. Client agrees that Consultant shall not be prevented
or barred from rendering services of similar or dissimilar
nature for or on behalf of any person, firm or corporation other
than Client.
4. Consultant agrees to serve as a member of the Company's
Board of Directors during the period of this Agreement.
5. Client agrees to pay to Consultant for his services
hereunder one thousand shares of the Company's Common Stock for
each month during the term of the Agreement.
6. Client also agrees to grant to Consultant 50,000 stock
options available under the Company's 1995 Incentive Stock
Option Plan. These options shall be exercisable for a two year
period commencing June 15, 1996 at an exercise price of $10 per
share of Common Stock as follows: 25,000 options after the first
profitable quarter of the Company prior to June 30, 1997 and
25,000 after the second profitable quarter before December 31,
1997. In the event the Company does not have a profitable
quarter before June 30, 1997 as reported by the Company in its
report on Form 10-QSB to the U.S. Securities and Exchange
Commission, 25,000 of the foregoing options shall be canceled.
Similarly, 25,000 of the foregoing options shall be canceled in
the event the Company does not have two profitable quarters
before December 31, 1997.
7. Consultant shall be entitled to reimbursement by Client
of such reasonable out-of-pocket expenses as Consultant may
incur in performing services under this Agreement.
8. All final decisions with respect to consultations or
services rendered by Client or presented to Client by Consultant
shall be those of Client, and there shall be no liability on the
part of the Consultant in respect thereof. This Agreement
contains the entire agreement of the parties hereto with respect
to the subject matter hereof, and there are no representations
or warranties other than as contained herein or therein. No
waiver or modification hereof shall be valid unless in writing.
Waiver or the breach of any terms or conditions hereof shall not
be deemed a waiver of any other subsequent breach, whether or
like or different nature.
9. This Agreement shall be governed, construed and
enforced in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties, hereto have caused this
Agreement to be signed as of the day and year first above
written.
/s/
Xxxxxx Xxxxx
HUNGARIAN BROADCASTING CORP.
By:/s/
Xxxxx X. Xxxxxxx, President
