Exhibit 10.84
Effective as of March 15, 1998
Mr. Roger Burlage
Burlage\Edell Productions, inc.
11601 Wilshire Boulevard
Suite 2030
Los Angeles, CA 90025
Re: CONSULTING AGREEMENT
Dear Roger:
This letter (the "Agreement") shall confirm the principal terms of the
agreement between Burlage\Edell Productions, Inc., ("Lender") f/s/o Roger
Burlage ("Burlage") as a consultant for Trimark Pictures, Inc. ("Trimark"). The
term "you", as used herein, shall mean Burlage and/or Lender.
1. CONSULTING FEE: Eight thousand three hundred thirty-four dollars
---------------
($8,334.00) per month, payable fifty percent (50%) on the fifteenth day of the
month beginning March 15, 1998 and fifty percent (50%) on the last day of the
month. Said fee shall be payable to Burlage\Edell Productions, Inc., 11601
Wilshire Boulevard, Suite 2030, Los Angeles, CA 90025.
2. TERM: At will. Either party shall have the right to terminate this
-----
Agreement by giving the other party thirty (30) days prior notice of such
party's intent to so terminate (the "Term"). The foregoing notwithstanding, but
subject to the provisions of paragraph 3 hereinbelow, neither party shall have
the right to terminate this Agreement prior to the first four (4) months of the
Term. Once this Agreement is terminated, neither party hereto shall have any
further obligation to the other party provided, however, the obligations
contained in paragraphs 4 and 5 shall survive the termination of this Agreement.
Mr. Roger Burlage
CONSULTING AGREEMENT
as of March 15, 1998
Page 2
3. SERVICES AND RESPONSIBILITIES: The parties acknowledge that all services
------------------------------
rendered by you on behalf of Trimark shall be on a non-exclusive, first priority
basis and shall take precedence over any services you render for any third
parties. Notwithstanding the foregoing, you may render services on your own or
Lender's behalf which may take priority over the services you are to render to
Trimark hereunder.
Trimark acknowledges that you are involved with the following business
activities (collectively, the "Pre-existing Businesses"): (a) setting up a
motion picture production entity to fully finance motion picture distribution
via a major studio; (b) acting as an agent representing producers of independent
motion pictures (but specifically not representing any distribution entity other
than LIVE Entertainment); (c) acting as a sales agent for domestic rights of
motion picture product primarily geared for television distribution; (d)
independent theatrical motion picture production company (but specifically not a
distribution entity); (e) independent television production company; (f)
rendering consulting services for LIVE Entertainment; and (g) acting as an agent
with respect to the sale of a library of motion picture titles.
In the event that you enter into any other business significantly related
to the business activities of Trimark, you shall inform Trimark thereof in
writing. Also, you shall advise Trimark, in writing, before you take on any
other entertainment consultant arrangement for an entity similar to LIVE or
Trimark or if you join the board of directors of any other entertainment
company.
The foregoing notwithstanding and notwithstanding anything to the contrary
contained herein, in the event that you do render services which constitute a
conflict of interest (other than the Pre-existing Businesses) with Trimark's
affairs (as Trimark my ascertain in its sole reasonable discretion), Trimark
shall have the right to terminate this Agreement without any further obligation
to you whatsoever.
Mr. Roger Burlage
CONSULTING AGREEMENT
as of March 15, 1998
Page 3
Burlage shall provide Trimark with advice and guidance as Trimark shall
reasonably require with respect to Trimark's businesses. Without limiting the
generality of the foregoing, Burlage shall specifically offer Trimark advice and
guidance, to the best of Burlage's ability, with respect to the following
matters: Trimark's theatrical distribution of its product; Trimark's DVD
business; Trimark's strategic planning; Trimark's acquisition of product and/or
libraries and Trimark's television business.
4. CONFIDENTIAL INFORMATION; RESULTS AND PROCEEDS: You hereby expressly agree
-----------------------------------------------
that while employed by Trimark you will not disclose, any confidential matters
of Trimark prior to, during or after your employment including the specifics of
this contract. The foregoing restriction shall not apply to such information as
is generally available to the general public.
5. NON-RAID: You hereby agree for a period of time commencing upon the date of
---------
this Agreement and continuing for two (2) years after the later of the
termination of this Agreement or your services as a member of the Board of
Directors of Trimark Holdings, Inc. (the "Non-Raid Term"), you shall not recruit
or hire any individual employed by Trimark during the Non-Raid Term. Trimark
shall not recruit or hire an individual employed by you During the Non-Raid
Term.
6. STOCK OPTIONS: Burlage shall have the option to purchase two thousand
--------------
(2,000) shares of Common Stock per year (granted in January) under terms
substantially similar to Trimark's Directors' Stock Option Plan.
7. INDEMNIFICATION: Trimark agrees that it will defend, indemnify and hold
----------------
Burlage harmless (including advancement of expenses) for any and all claims,
liability, losses, damages, costs, expenses (including reasonable attorneys'
fees), judgments and penalties arising out of, resulting from, or asserted
against Burlage in connection with the consulting services Burlage is required
to render to Trimark hereunder, unless arising as a result of your negligence or
willful misconduct.
Mr. Roger Burlage
CONSULTING AGREEMENT
as of March 15, 1998
Page 4
8. EXPENSES: During the Term, Trimark will reimburse Burlage for all of
---------
Burlage's reasonable, pre-approved (by Trimark in writing ) third party expenses
paid by Burlage in connection with the services Burlage is required to render
thereunder.
9. HEALTH BENEFITS: Trimark shall provide Burlage with Trimark's standard
----------------
health insurance (as it may change from time to time) provided, however, that
Burlage shall be responsible for one hundred percent (100%) of the actual, third
party premiums associated with providing Burlage such coverage.
10. PRESS RELEASE: We shall mutually approve the press release, if any, issued
--------------
regarding your consulting services for Trimark.
11. OTHER PROVISIONS: This Agreement shall be binding and supersedes any and
-----------------
all other agreements, either oral or in writing. Any modification of this
agreement will be effective only if signed by Trimark and you. This Agreement
may be executed via facsimile and/or in counter-parts and all such counter-parts
and/or facsimile copies shall be deemed one and the same and an original of this
Agreement. This Agreement shall be governed by the laws of the State of
California as it pertains to agreements entered into and full performed within
the state of California.
If the foregoing meets with your approval, please countersign this
letter and return the fully executed letter to me.
My best regards.
Sincerely,
/s/ Mark Amin
Mark Amin
Chairman of the Board
Mr. Roger Burlage
CONSULTING AGREEMENT
as of March 15, 1998
Page 5
AGREED TO AND ACCEPTED BY:
BURLAGE\EDELL PRODUCTIONS, INC.
/s/Roger A. Burlage Roger A. Burlage, President
- -------------------- ---------------------------
Signature Print Name/Title
I have read the foregoing Agreement and as a material inducement to Trimark
Pictures, Inc. to enter into this Agreement, I hereby agree to be bound by the
terms and considerations of the Agreement as if personally entered into by
myself.
/s/ Roger A. Burlage 4-2-98
- -------------------- ------
Roger Burlage Date