Exhibit 10.06
CONSULTING AGREEMENT
This Consulting Agreement (hereinafter "Agreement") is made this 28th day
of May, 1999 ("Effective Date"), by and between Hispano Television Ventures,
Inc., a Texas corporation (the "Company"), and Woodcrest Capital, L.L.C., a
Texas limited liability company (the "Consultant").
RECITALS
WHEREAS, pursuant to that certain Loan Agreement dated as of this date (the
"Loan Agreement"), by and among the Company and the Investors named therein, and
joined in by Consultant, Xxxxxx X. Xxxxxxxx, P. Xxxx Xxxxxxx and Xxxxxxxx X.
Xxxxxxx, the Investors have made a loan to the Company; and
WHEREAS, the Company is in the business of producing Hispanic programming,
with offices located at 0000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000 (the
"Production Business"); and
WHEREAS, Consultant has valuable experience in general business and
financial consulting and has assisted the Company in obtaining the loan from the
Investors; and
WHEREAS, the Company desires to continue to receive the services of
Consultant on an ongoing basis, to the exclusion of all other parties in a like
or similar business;
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, it is agreed as follows:
AGREEMENT
1. ENGAGEMENT OF CONSULTANT: The Company hereby engages Consultant as
an advisor, counselor and general resource person in the conduct of the
Company's business.
2. TERM OF ENGAGEMENT AND TERMINATION:
(a) Subject to earlier termination as hereinafter provided, the
term of this Agreement shall commence on the Effective Date and shall
continue for a minimum period of twelve months. At the end of such
twelve month period, this Agreement shall renew automatically for
successive twelve month periods, subject to termination by either
party upon delivery of thirty (30) days advance written notice of
termination.
(b) This Agreement may be terminated by either party upon written
notice, if the other party breaches any obligation provided hereunder
and the breaching party fails to cure such breach within thirty (30)
days following request for cure; provided that the cure period for any
failure of Company to pay charges due hereunder shall be 15 days from
the date of receipt by Customer of notice of such failure.
(c) Within 60 days of termination of this Agreement for any
reason, Consultant shall submit to Company an itemized invoice for any
expenses theretofore accrued under this Agreement.
3. PLACE OF ENGAGEMENT: Consultant shall perform services under this
Agreement at the Company's or Consultant's offices, or at such other interim
locations as the Company may from time to time reasonably request, or at such
other places as the parties hereto agree upon from time to time.
4. DUTIES AND RESTRICTIONS: During the Term of this Agreement, the
Consultant's duties shall consist of the following:
(a) Providing general business advisory services to Company's
President, including support and guidance of the Company's direction
in the following areas: (i) development and implementation of a
business plan and strategy; (ii) determination of management
organizational structure and staffing needs; (iii) identification and
recruitment of qualified personnel in conjunction with Company's
management; (iv) engagement and supervision of legal and accounting
advisors; and (v) assessment of working capital needs and arrangement
of financing for such needs as necessary; and
(b) Performance of the functions of the Secretary and Treasurer
of the Company until such time as qualified officers are elected by
the Board of Directors to act in such capacities.
Consultant shall be required to be available to the Company's President,
either by telephone or at the Company's facilities, if reasonably necessary, at
such times as Company reasonably requests. Consultant shall not be precluded
from other similar or related employment.
5. CONSULTING FEES AND REIMBURSEMENTS. Consulting fees and
expense reimbursements accruing to Consultant shall be as follows
(a) The Company shall issue to Consultant, as compensation for
services and reimbursement of all expenses rendered to or incurred on
behalf of the Company prior to the Effective Date, a total of
1,066,667 shares of the Company's common stock, $.001 par value per
share, constituting a 10% equity share of the Company's fully diluted
equity upon consummation of the transactions contemplated by the Loan
Agreement. Company shall issue and deliver to Consultant a stock
certificate representing such shares on the Effective Date.
(b) Subsequent to the Effective Date, the Company shall reimburse
Consultant for any direct expenses paid or incurred in furthering
Company's business, including automobile, travel, entertainment and
the like, but exclusive of salaries and related expenses of
Consultant's personnel.
(c) In case at any time the Company shall (i) issue any shares of
its common stock for a price less than $.09375 per share (the "Stated
Value") or (ii) issue any option, warrant or other convertible
security or right to subscribe for or purchase capital stock of the
Company at a price per share less than the Stated Value, then the
Company shall immediately issue to Consultant an additional number of
shares of its common stock determined by subtracting 1,066,667 from
the number obtained by dividing $100,000 by the price per share at
which such common stock was so issued or by the exercise or conversion
price of such option, warrant or other convertible security or right
to subscribe for or purchase capital stock of the Company; provided,
however, that no additional shares will be issued to Consultant on
account of securities issued by the Company in connection with (i)
stock option plans in which employees, independent directors, or
consultants of the Company are eligible to participate, (ii) exercises
of rights, that are outstanding on or before the date of this
Agreement, to acquire shares of common stock, or (iii) a Qualified IPO
or Qualified Sale, as such terms are defined in the Certificate of
Designations for the Company's Series A Convertible Preferred Stock
filed with the Texas Secretary of State on May 26, 1999. The
provisions of this Section 5(c) shall survive the termination of this
Agreement for a period of five (5) years from the date of this
Agreement and Consultant shall be entitled to receive the additional
shares of common stock referred to above whether or not Consultant is,
at the time such additional shares become issuable, rendering services
to the Company under this Agreement.
6. INDEPENDENT CONTRACTOR STANDING. Consultant is an independent
contractor under the terms of this Agreement and its personnel shall not be
deemed nor construed to be employees of the Company. Consultant shall have full
authority to employ personnel at such compensation and on such other condition
as Consultant may deem proper to perform its services under this Agreement.
MISCELLANEOUS PROVISIONS
8. DISCLAIMER OF CONSEQUENTIAL DAMAGES. The Company shall not in any
action or proceeding, or otherwise assert any claim for consequential damages
against Consultant on account of any loss, cost, damage or expense which the
Company may suffer or incur because of any act or omission of Consultant or its
employees in the performance of the services pursuant to this Agreement and the
Company hereby expressly waivers all such claims.
9. AMENDMENTS AND ASSIGNMENT. This Agreement can be altered or otherwise
amended only by a written instrument signed by both of the parties hereto.
Assignment of any interest in this Agreement by Consultant shall not be
permitted.
10. GOVERNING LAW. This Agreement shall be construed in accordance with
and governed in all respects by the laws of the State of Texas, without regard
to its conflict of law rules. Obligations hereunder are performable in Tarrant
County, Texas, and venue for any action arising out of or involving this
Agreement shall be in said County.
11. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement
between the parties concerning the subject matter hereof, and it supersedes all
previous written or oral negotiations, commitments and understandings.
12. COUNTERPARTS AND HEADINGS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. All headings herein are
inserted for convenience or reference only and shall not affect the meaning or
interpretations of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first above written.
CONSULTANT:
WOODCREST CAPITAL, L.L.C., a Texas
limited liability company
By: /S/ XXXXXXX X. XXXXXX
---------------------------
Name: XXXXXXX X. XXXXXX
Title: MANAGER
COMPANY:
HISPANO TELEVISION VENTURES, INC.
By: /S/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx, President
