EXHIBIT 10.16
CONSULTING AGREEMENT
This Consulting Agreement is entered into effective August 5, 2003 by and
among Corporate Builders, L.P., a limited partnership organized under the laws
of New York ("CB"), Maximum Ventures, Inc., a New York corporation ("MV") and
Xxxx Xxxxx Productions, Inc., a Delaware corporation ("JKP") with respect to the
following facts:
A. CB has been retained by MV to assist MV in its promotion of JKP and the
introduction of financing sources to MV.
B. JKP desires to retain CB to promote its corporate image on the terms
and conditions set forth herein.
NOW THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:
1. Nature of Services. CB shall use its best efforts to promote JKP and
introduce MV to financing sources (the "Services"). CB warrants and represents
that all services it provides comply with all applicable laws, rules and
regulations.
2. Compensation. In consideration of the Services provided by CB under
this Agreement, CB shall receive, within sixty (60) days of the date of
execution of this Agreement by JKP, the following:
a. From JKP: Five Hundred Thousand (500,000) shares of common stock (the
"Common Stock"), par value $.001, of Xxxx Xxxxx Productions Holding, Inc. that
contains standard restrictions (the "JKXJ Restricted Stock") and One Hundred
Twenty Five Thousand (125,000) warrants to purchase the Common Stock at $0.25
per share (the "JKXJ Company Warrants").
B. From MV: Five Hundred Thousand (500,000) warrants to purchase
restricted JKXJ Common Stock at $0.001 per share (the "JKXJ MV Warrants"; and,
together with the JKXJ Company Warrants, the "JKXJ Warrants") and an option from
MV to purchase One Hundred Twenty Five Thousand (125,000) shares of JKXJ Common
Stock at $0.25 per share (the "JKXJ Options").
CB acknowledges its understanding that (i) the JKXJ Restricted Stock, JKXJ
Warrants, JKXJ Options and the shares of Common Stock from the exercise of the
JKXJ Warrants and JKXJ Options (the "JKXJ Underlying Shares") have not been
registered under the Securities Act of 1933, as amended; (ii) the JKXJ Warrants,
JKXJ Options, JKXJ Common Stock and JKXJ Underlying Shares shall be subject to
various restrictions; and (iii) the JKXJ Warrants, JKXJ Options, JKXJ Common
Stock and JKXJ Underlying Shares will not be marketable or transferable until
after they are duly registered. The JKXJ Restricted Shares and the JKXJ
Underlying Shares will be included in the registration filed by JKP. CB agrees
that, after registration, on any given day, CB may not sell or otherwise
transfer its JKXJ Restricted Stock, JKXJ Warrants, JKXJ Options and JKXJ
Underlying Shares except as follows: sale or transfer is limited to the greater
1
of five thousand (5,000) shares per day or twenty five percent (25%) of the
average volume of JKP shares traded in the five (5) days preceding the date of
intended sale or transfer by CB. Neither JKP nor MV makes any representations or
warranties with respect to the value of the JKXJ Warrants, JKXJ Options, JKXJ
Common Stock and JKXJ Underlying Shares.
The JKXJ Warrants, JKXJ Options, JKXJ Common Stock and JKXJ Underlying Shares
held by CB may be transferred by CB to an affiliate of CB.
3. Term. This Agreement shall automatically expire two (2) years from the
date of execution of this Agreement. Either party may terminate this upon thirty
(30) days' written notice to the other. In the event of termination after
September 23, 2003, CB shall still be entitled to receive the compensation
described in paragraph 2 above.
4. Notice. Any notice given under this Agreement must be made in writing
by personal delivery, or by first class mail, postage prepaid, registered or
certified, with return receipt requested, or by express mail and by fax, bearing
the address and fax number herein set forth or such other address as may be
specified in a written notice given to the other party in the manner herein set
forth. Notices so given shall be effective on the second day after the date of
mailing or on the date of personal delivery or fax, addressed as follows:
If to JKP: Xxxx Xxxxx Productions, Inc.
0000 Xxxxxx Xxxx.
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx, CEO
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to CB: Corporate Builders
X.X. Xxx 0000
Xxxxxxxxx Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to MV: Maximum Ventures, Inc.
0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
5. Authorization. Each party signing this Agreement and any documents
executed in connection with this Agreement, whether signed individually or on
behalf of any person or entity, warrants and represents that he has full
authority to execute it on
2
behalf of the party on whose behalf he so signs. Each separately acknowledges
and represents that the representations and warranties contained herein are
essential and material provisions of this Agreement and shall survive execution
of this Agreement. Each party agrees to perform any further acts, and to execute
and deliver such documents as are reasonably necessary or appropriate to fully
implement the provisions of this Agreement. Time is of the essence to the
performance of all matters hereunder.
6. Entire Agreement. This instrument contains the entire agreement and
understanding between the parties hereto with respect to the matters contained
herein and supersedes and replaces all prior negotiations and agreements between
the parties hereto, or any of them, whether written or oral.
7. No Assignment. CB shall not assign its obligations under this Agreement
without the prior written consent of JKP.
8. California Law. This Agreement is made and entered into in the State of
California and shall in all respects be interpreted, enforced and governed by
and under the laws of said State. If any provision of this Agreement is held to
be invalid, void or unenforceable, the balance of the provisions shall,
nevertheless, remain in full force and effect and shall be in no way affected,
impaired or invalidated.
9. Counterparts. This Agreement shall be effective only after all parties
have signed same in the spaces provided. This Agreement may be executed in
multiple counterpart copies, each of which shall be deemed an original.
10. Headings and Pronouns. The headings in this Agreement are for
convenience only and shall not affect, govern or control the construction
hereof. Masculine or feminine pronouns shall be substituted for the neuter
forms, and feminine pronouns shall be substituted for the masculine, and vice
versa, and the plural shall be substituted for the singular and vice versa, in
any place or places herein in which the context requires such substitution.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above-written.
"JKP"
Xxxx Xxxxx Productions, Inc.,
A Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxxx, CEO
3
"CB"
Corporate Builders, L.P.
By: /s/ Xxxxxxx X. Xxx
---------------------------------
Xxxxxxx X. Xxx
Title: CEO
"MV"
Maximum Ventures
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: CEO
4
