EXHIBIT 2.5
MANAGEMENT CONSULTING AGREEMENT
THIS MANAGEMENT CONSULTING AGREEMENT ("AGREEMENT") is executed as of
December 31, 1996, by and between OSP Publishing, Inc., a Delaware
corporation ("OSP") and Xxxxxxx XxXxxxxx, Inc., a California corporation
("COMPANY").
1. GENERAL. The Company has heretofore retained the services of OSP
and OSP has provided and will continue to provide services to the Company
upon the terms and conditions hereinafter set forth. This Agreement
memorializes the terms heretofore agreed upon between OSP and Company and
confirms the existing relationship of the parties.
2. CONSULTING SERVICES. OSP has made, and will continue to make, at
its sole and absolute discretion, its services available to Company in a
manner consistent with its past business practices including but not limited
to advise to Company regarding all aspects of Company's business including
merchandising, sales, financial and general business administration matters,
marketing and customer relations. The Company hereby acknowledges that the
services heretofore performed by OSP have been adequate and performed to the
satisfaction of Company. The services rendered by OSP shall be at times and
places agreeable to OSP in its sole and absolute discretion.
3. FEES. The Company shall pay upon execution a fee to OSP for all of
the consulting services to be rendered by OSP for the benefit of Company in
the amount of Seven Hundred Seventy-Five Thousand Dollars ($775,000.00).
4. TERM. This Agreement shall terminate on December 31, 1997, and may
not be terminated by any of the parties prior thereto. The parties
acknowledge that there would be
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substantial damages should there be an attempt to earlier terminate this
Agreement and agree not to do so.
5. ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof. This
Agreement shall not be modified except in writing.
6. SEVERABILITY. If, at any time, any provision of this Agreement
shall be held by any court of competent jurisdiction to be illegal, void or
unenforceable, such provision shall be of no force or effect, but the
illegality or unenforceability of such provision shall have no effect and
shall not impair the enforceability of any other provision of this Agreement.
7. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of California.
8. PAROL EVIDENCE. The parties agree that parol evidence is admissible
should there be any dispute with respect to their rights hereunder.
"OSP"
OSP PUBLISHING, INC., a
Delaware Corporation
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx, President
"COMPANY"
XXXXXXX XxXXXXXX, INC., a California
Corporation
By: /s/ XXXXXXX XXXXXXXX
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Xxxxxxx XxXxxxxx, President
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