CONSULTING AGREEMENT
THIS AGREEMENT is made as of August 12, 1996 by and between RANGER
INTERNATIONAL, INC. D/B/A IMAGICA(trademark) ENTERTAINMENT INC., a Florida
corporation (the "Company or IMAGICA") and TOD LOTZ, an individual, (the
"Consultant").
RECITALS:
A. The Company is a public company, and desires to expose its
business plan and to build the value of the Company for the benefit of its
shareholders on a long term strategic planning; and
B. The Consultant is a financial advisor involved in a variety of
businesses, with particular emphasis in long term strategic planning; and
C. The Company recognizes the substantial experience and knowledge of
the Consultant in matters relating to long term strategic planning; and
D. The Company further recognizes that it is in the best interests of
the Company to engage the consulting services of the Consultant; and
E. The Company desires to retain the valuable services and counsel of
the Consultant, and the Consultant desires to render such services to the
Company upon the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth below, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby agree as follows:
1. Recitals. The Recitals to this Agreement are hereby
incorporated into this Agreement as though full restated herein.
2. Engagement. The Company hereby engages the Consultant, and the
Consultant accepts engagement by the Company, upon the terms and conditions
set forth in this Agreement. This Agreement hereby supersedes any prior,
contemporaneous, oral or written agreements by and between both parties
hereof.
3. Term. The term of this Agreement shall begin on the date
hereof and shall continue until June 11, 1998, unless modified by the parties
hereto.
4. Consulting Services Compensation.
(A) The Company shall pay to Consultant, as compensation for his
services under this Agreement, Ninety Thousand (90,000) Common Shares of
IMAGICA (the "IMAGICA Shares"), which shares shall be immediately registered
under a S-8 short form Registration Statement with the Securities and Exchange
Commission, by the Company, at the Company's expense.
In addition, the Company is registering and issuing warrants to
purchase up to 300,000 shares of the Company's common stock at $2.00 per share
for a period of 36 months from the date of this contract as agreed to in the
previous consulting agreement dated June 12, 1996.
(B) The Company may in the future provide the Consultant with
such additional compensation as the Company and Consultant shall mutually
agree for any additional services by the Consultant not provided for in this
Agreement, which terms shall be set forth, during the term of this Agreement,
in Schedules attached hereto and incorporated herein by reference.
5. Duties. From time to time as reasonably requested by the
Company, the Consultant shall provide public relations advice and services to
the Company and long term strategic planning.
6. Nature of Engagement. The Consultant is being engaged by the
company as an independent contractor. Nothing in this Agreement shall be
construed so as to create an employer-employee relationship between the
parties.
7. Expenses. Upon receipt of requests from the Consultant for
reimbursement, the Company shall reimburse the Consultant for all reasonable
and necessary expenses the Consultant incurs, prior to and after the date of
this Agreement in performing his duties in connection with this Agreement.
The Consultant shall be required to receive authorization from the Company
prior to incurring any such expenses in excess of $1,000.00.
8. Notices. Any notice, report or demand required, permitted or
desired under this Agreement shall be sufficient if in writing and delivered
by certified mail, return receipt requested, Federal Express (or similar
courier), telegram or receipted hand delivery at the following addresses (or
such other addresses designated by proper notice):
To the Company: Imagica(trademark) Entertainment, Inc.
1518 S.W. 12th Avenue
Ocala, Florida 34474
Attn: Robert S. Wormser, President
To the Consultant: Mr. Tod Lotz
408 Baynard Drive
Venice, Florida 34285
Any notice otherwise delivered shall be deemed given when actually
received by recipient.
9. Miscellaneous.
(A) Governing Law. This Agreement shall be governed by,
interpreted and enforced in accordance with the laws of the State of Florida.
(B) Waiver. The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate as a waiver of any other
breach of any provision of this Agreement by any party.
(C) Entire Agreement. This instrument contains the entire
agreement of the parties concerning engagement and may not be changed or
modified except by written agreement duly executed by the parties hereto and
supersedes any prior or contemporaneous oral or written agreement between the
parties.
(D) Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors, heirs, personal representatives and assigns.
(E) Day(s). Reference in this Agreement to "day" or
"days" refers to calendar days, but if a referenced date falls on a Saturday,
Sunday or federal holiday, it will be deemed to fall on the next calendar day
that is not a Saturday, Sunday or federal holiday.
(F) Confidentiality. Except as may otherwise be required by
law, the provisions of this Agreement shall remain strictly confidential. To
the extent permitted by law, the Board of Directors of the Company shall
ensure that no person other than members of the Board of Directors of the
Company and appropriate officers of the Company, their legal counsel or
accountants, are made aware of the terms of this Agreement. In addition,
neither the company nor the Consultant shall, either directly or indirectly
through their respective officers, directors, employees, shareholders,
partners, joint ventures, agents, consultants, contractor, affiliates or any
other person, disclose, communicate, disseminate or otherwise breach the
confidentiality of all or any provision of this Agreement, without the express
written consent of both parties to this Agreement.
(G) Specific Performance. Strict compliance shall be required
with each and every provision of this Agreement. The parties hereto agree
that breach of this Agreement shall result in irreparable damage, and that
specific performance of these obligations may be obtained.
(H) Additional Documents. The Company agrees to execute such
other documents and agreements to effect the purposes of this Agreement, as
the Consultant may request from time to time.
(I) Assignment. The obligations of the parties under this
Agreement shall not be assigned without the written consent of the parties.
Notwithstanding any provision of this Agreement to the contrary, however, the
Consultant shall be entitled to provide that any funds payable or stock
issuable to him pursuant to this Agreement shall instead be paid or issued to
another person.
(J) Counterparts. This Agreement may be executed in
counterparts, and all counterparts will be considered as part of one agreement
binding on all parties to this Agreement.
(K) Facsimile Signatures. The parties may execute this
Agreement by facsimile, which signature(s) shall be deemed an original and
binding upon such party.
(L) Severability. If any term, condition or provision of
this Agreement or the application thereof to any party or circumstances shall,
at any time or to any extent, be invalid or unenforceable, the remainder of
this Agreement, or the application of such term, condition or provision to
parties or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term, condition and
provision of their Agreement shall be valid and enforceable to the fullest
extent permitted by law.
(M) Dispute Procedure. Any dispute, controversy or claim
arising out of, or in connection with this Agreement shall be settled by
binding arbitration in accordance with the rules of the American Arbitration
Association then in effect. The arbitration shall be conducted on an
expedited basis in the Orlando, Florida area by an independent arbitrator
selected by the American Arbitration Association. The decision of such
arbitrator, including any award of attorney's fees and costs, may be entered
into any court with jurisdiction.
(N) Board of Directors. Except as expressly provided
otherwise in this Agreement, reference to actions, determinations or similar
occurrences by the Company shall mean the action, decision or determination of
its Board of Directors.
(O) Authority. The Company hereby represents and warrants
that the person executing this Agreement on its behalf is duly authorized to
do so, that the execution of this Agreement has been duly approved by the
Board of Directors of the Company, and that this Agreement is binding upon the
Company. The Company hereby agrees to provide the documentation evidencing
such authorization and approval as the Consultant may reasonably request,
including, without limitation, written consents of the Board of Directors of
the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
RANGER INTERNATIONAL, INC. D/B/A
IMAGICA(trademark) ENTERTAINMENT, INC., TOD LOTZ
a Florida corporation
By: _____________________________ By: _________________
Robert S. Wormser, President Tod Lotz, Consultant