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Exhibit 10.20
PRODUCTION AGREEMENT
THIS AGREEMENT by and among THE PRODUCERS ENTERTAINMENT GROUP LTD.
(the "Company"), a Delaware corporation, and MOUNTAINGATE PRODUCTIONS LLC
("MOUNTAINGATE") F/S/O IRWIN MEYER ("EMPLOYEE") and others, dated as of the 1st
day of October, 1995.
W I T N E S S E T H
WHEREAS, the Company presently engages Mountaingate; and
WHEREAS, the Company wishes to continue to engage Mountaingate for the
period provided in this Agreement, and Mountaingate is willing to continue to
provide the services of the Employee to the Company on the terms and subject to
the conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the parties agree as follows:
1. Engagement. The Company hereby agrees to continue to engage
Mountaingate, and the Mountaingate hereby agrees to continue to render the
Employee's services with the Company, on the terms and subject to the
conditions set forth herein. Mountaingate acknowledges that it is of the
essence of this Agreement that Mountaingate provide the services of Irwin Meyer
and that all references to Employee which are contained in this Agreement
specifically refer to Irwin Meyer.
2. Term of Engagement. The term of the Mountaingate's engagement
under this Agreement (the "Term") shall commence as of October 1, 1995, and
shall end on June 30, 1998, unless extended or terminated earlier in accordance
with Section 5.
3. Duties and Responsibilities.
(a) Responsibilities. Company hereby
engages Mountaingate to provide the exclusive and full time services of
Employee and the services of others as producers and/or executive producers to
develop and produce motion picture and television programs to financiers,
distributors, television networks, syndicators, cable systems, motion picture
studios and other buyers or licensees of such product throughout the world.
Pursuant to the terms and conditions hereof, Mountaingate hereby accepts such
engagement. Mountaingate shall cause Employee to render all services usually
and customarily rendered by and required of executives similarly employed in
the entertainment industry and such other services as may reasonably required
by the Company.
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(b) Place of Performance. During the Term, however,
except for any period where Employee is in production on a project,
Mountaingate's/Employee's office shall be located at the principal executive
offices of the Company, which shall be in the Los Angeles metropolitan area,
except for required business travel consistent with the Employee's position.
(c) Business Time. During the Term,
Mountaingate/Employee agree to devote its full business time during normal
business hours to the business and affairs of the Company and to use its best
efforts to perform faithfully, diligently and competently the responsibilities
assigned to him hereunder, to the extent necessary to discharge such
responsibilities, except for (i) time spent serving on corporate, civic or
charitable boards or committees only if and to the extent not substantially
interfering with the performance of such responsibilities, (ii) periods of
vacation, disability and sick leave to which he is entitled, and (iii)
reasonable activities having a charitable, educational or other public interest
purpose.
4. Compensation.
(a) Annual Guarantee. During the Term, Mountaingate
shall receive a minimum annual guarantee ("Annual Guarantee") equal to
$262,000, payable in accordance with the customary payroll as in effect from
time to time for senior executives of the Company.
(b) Expenses. During the Term, Mountaingate shall be
entitled to receive prompt reimbursement for all reasonable business-related
expenses incurred by Mountaingate in accordance with the policies and
procedures of the Company as applicable to its senior executives.
(c) Automobile Reimbursement. During the Term,
Mountaingate shall be entitled to receive a monthly automobile reimbursement in
the amount of $1,500, payable monthly on the fifteenth day of each month.
5. Termination.
(a) Death or Disability. Mountaingate's engagement
pursuant to this Agreement shall terminate automatically upon the Employees's
(specifically, Irwin Meyer) death. The Company may terminate this Agreement in
the event of the Disability of Employee (specifically, Irwin Meyer) by giving
to the Mountaingate notice of its intention in accordance with Section 5(e)
unless Employee returns to the performance of the essential
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functions of his employment within 30 days after receipt of such notice. For
purposes of this Agreement, "Disability" means any physical or mental condition
that renders the Employee (specifically, Irwin Meyer) unable to perform the
essential functions of his employment for 90 consecutive days or for a total of
180 days in any period of 360 consecutive days.
(b) Voluntary Termination After Change in Control.
Notwithstanding anything in this Agreement to the contrary, the Mountaingate
may voluntarily terminate this Agreement at any time, after a Change in
Control, (i) for any reason upon six months' written notice to the Company, or
(ii) if termination is for Good Reason or on account of the Employee's serious
illness, upon written notice pursuant to Section 5(e) but without any notice
period. In the event of any termination pursuant to this Section 5(b), neither
Mountaingate nor Employee shall have any further obligation to the Company
under this Agreement, except as provided in Section 9.
(c) Cause. The Company may terminate this Agreement for
Cause. For purposes of this Agreement, "Cause" means:
Employee's engaging in gross misconduct materially and demonstrably injurious
to the Company; failure to perform the services required hereunder; or
conviction by final judgment of a felony constituting fraud, theft,
embezzlement or homicide.
(d) Good Reason. Mountaingate may terminate this
Agreement for Good Reason. For purposes of this Agreement, "Good Reason" means
(i) a material reduction in the nature or scope of the Employee's position,
title, status, authority, duties, powers or functions on the date of this
Agreement; (ii) the assignment to Employee of any material duties which are not
commensurate with or at least as prestigious as the Employee's duties and
responsibilities as contemplated by this Agreement; (iii) a material breach by
the Company of any of the provisions of this Agreement; (iv) the relocation of
the Company's principal executive offices to a location outside the Los Angeles
metropolitan area; or (v) the failure by the Company to obtain an agreement,
reasonably satisfactory to Mountaingate, from any successor to assume and agree
to perform this Agreement, as contemplated by Section 12(b). After a Change in
Control, in addition to items (i) through (v), "Good Reason" shall include (vi)
a determination by the Employee, in his sole discretion, during the 30-day
period commencing 180 days following a Change in Control, that due to the
Change in Control neither he nor Mountaingate can any longer effectively
perform their duties.
(e) Notice of Termination. Any termination by the
Company for Cause or Disability or by Mountaingate for Good Reason shall be
communicated by a written notice (a "Notice of
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Termination") to the other party hereto given in accordance with Section 13(d).
A "Notice of Termination" shall set forth in reasonable detail the events
giving rise to such termination.
(f) Date of Termination. For purposes of this Agreement,
the term "Date of Termination" means (i) in the case of termination for
Disability, 30 days after Notice of Termination is given (provided that the
Employee shall not have returned to the full-time performance of his duties
during such 30-day period); (ii) in the case of termination for Cause, a date
specified in the Notice of Termination (which shall not be less than 30 days
nor more than 60 days from the date such Notice of Termination is given); (iii)
in the case of any other termination for which a Notice of Termination is
required, the date of receipt of such Notice of Termination or, if later, the
date specified therein, as the case may be; and (iv) in all other cases, the
actual date on which this Agreement terminates during the Term.
6. Obligations of the Company Upon Termination.
(a) Death, Disability, Cause and Voluntary Termination.
If at any time before or after a Change in Control that this Agreement is
terminated by the Company during the Term by reason of the Employee's
(specifically, Irwin Meyer) death, Disability or for Cause, or is voluntarily
terminated by Mountaingate (other than for Good Reason), the Company shall have
no further obligation to either Mountaingate or the Employee or the Employee's
legal representatives other than (i) those obligations earned for Annual
Guarantee and payments under any Company bonus plan that have accrued at the
Date of Termination (the "Accrued Obligations"), (ii) those obligations
expressly provided under any of the plans referred to in Section 4(e) (the
"Benefit Rights") and (iii) upon a termination of the Executive's employment by
reason of Employee's death, the payment provided in Section 6(a)(iii), if
applicable, shall be paid to Mountaingate, in a lump sum in cash within 15 days
of the Date of Termination.
(b) Prior to Change in Control, Termination by the
Company other than for Cause or Disability and
Termination by the Mountaingate for Good Reason.
(i) Lump Sum Payments. If during the Term and prior to a
Change in Control, the Company terminates this Agreement other than for Cause
or Disability, or if Mountaingate terminates this Agreement for Good Reason,
the Company shall provide the Benefit Rights and shall pay to Mountaingate in a
lump sum in
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cash within 15 days of the Date of Termination the sum of the following
amounts: (A) the Accrued Obligations; plus (B) an amount equal to the product
of (1) one-twelfth times (2) the sum of the Annual Guarantee plus the average
bonus (if any) for the three years ended before the Date of Termination, times
(3) the number full or partial of months remaining in the unexpired term of the
Term, but in no event less than twelve months (such period being the "Severance
Period").
(ii) Discharge of the Company's Obligations. The Company
shall have no further obligations to either Mountaingate or the Employee in
respect of any termination described in this Section 6(b).
(c) Following Change in Control, Termination by the Company other
than for Cause or Disability and Termination by Mountaingate
for Good Reason.
(i) Lump Sum Payments. If during the Term and following
a Change in Control, the Company terminates this Agreement other than for Cause
or Disability, or Mountaingate terminates this Agreement for Good Reason, the
Company shall provide the Benefits Rights and shall pay to Mountaingate in a
lump sum in cash within 15 days of the Date of Termination the sum of the
following amounts: (a) the Accrued Obligations; and (B) an amount equal to 2.99
times the sum of the amounts described in clause (2) of Section 6(b)(i)(B).
(ii) Discharge of the Company's Obligations. The Company
shall have no further obligations to either Mountaingate or the Employee in
respect of any termination described in this Section 6(c).
(d) Change in Control. A Change in Control shall be deemed to
have occurred:
(1) the shareholders of the Company shall approve (i) any merger,
consolidation or recapitalization of the Company (or, if the
capital stock of the Company is affected, any subsidiary of
the Company) or any sale, lease, or other transfer (in one
transaction or a series of transactions contemplated or
arranged by any party as a single plan) of all or
substantially all of the assets of the Company (each of the
foregoing being an "Acquisition Transaction") where (x) the
shareholders of the Company immediately prior to such
Acquisition Transaction would not
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immediately after such Acquisition Transaction beneficially
own, directly or indirectly, shares representing in the
aggregate more than 65% of (A) the then outstanding common
stock of the corporation surviving or resulting from such
merger, consolidation or recapitalization or acquiring such
assets of the Company, as the case may be (the "Surviving
Corporation") (or of its ultimate parent corporation, if any)
and (B) the Combined Voting Power (as defined below) of the
then outstanding Voting Securities (as defined below) of the
Surviving Corporation (or of its ultimate parent corporation,
if any) or (y) the Incumbent Directors at the time of the
initial approval of such Acquisition Transaction would not
immediately after such Acquisition Transaction constitute a
majority of the Board of Directors of the Surviving
Corporation (or of its ultimate parent corporation, if any) or
(ii) any plan or proposal for the liquidation or dissolution
of the Company; or
(2) any Person (as defined below) shall become the beneficial
owner (as defined in Rule 13d-3 and 13- d-5 under the Exchange
Act), directly or indirectly, of securities of the Company
representing in the aggregate 20% or more of either (i) the
then outstanding shares of Stock, or (ii) the Combined Voting
Power of all then outstanding Voting Securities of the
Company; provided; however that notwithstanding the foregoing,
a Change in Control of the Company shall not be deemed to have
occurred for purposes of this subsection (2) solely as the
result of:
(i) an acquisition of securities by the Company which, by
reducing the number of shares of Stock or other
Voting Securities outstanding, increases (i) the
proportionate number of shares of Stock beneficially
owned by any Person to 20% or more of the shares of
Stock then outstanding or (ii) the proportionate
voting power represented by the Voting Securities
beneficially owned by
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any Person to 20% or more of the Combined Voting
Power of all then outstanding Voting Securities; or
(ii) an acquisition of securities directly from the
Company except that this subsection (ii) shall not
apply to:
(A) any conversion of a security that was not
acquired directly from the Company; or
(B) any acquisition of securities if the
Incumbent Directors at the time of the
initial approval of such acquisition would
not immediately after (or otherwise as a
result of) such acquisition constitute a
majority of the Board;
provided, however, that if any Person referred to in
subsections (i) or (ii) of this clause (2) shall
thereafter become the beneficial owner of any
additional shares of Stock or other Voting Securities
of the Company (other than pursuant to a stock split,
stock dividend or similar transaction or an
acquisition exempt under such subsection (ii), then a
Change in Control shall be deemed to have occurred
for purposes of this clause (2).
For purposes of this Agreement:
(A) "Person" shall mean any individual, entity
(including, without limitation, any
corporation, partnership, trust, joint
venture, association or governmental body and
any
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successor to any such entity) or group (as
defined in Sections 13(d)(3) or 14(d)(2) of
the Exchange Act and the rules and
regulations thereunder); provided, however,
that Person shall not include Mountaingate,
the Employee, the Company, any of its
majority-owned subsidiaries, any executive
benefit plan of the Company or any of its
majority-owned subsidiaries or any entity
organized, appointed or established by either
Mountaingate or the Employee, the Company or
any of its majority-owned subsidiaries for or
pursuant to the terms of any such plan, or
any of their affiliates;
(B) "Voting Securities" shall mean all securities
of a corporation having the right under
ordinary circumstances to vote in an election
of the board of directors of such
corporation; and
(C) "Combined Voting Power" shall mean the
aggregate votes entitled to be cast generally
in the election of directors of a
corporation by holders of then outstanding
Voting Securities of such corporation.
Notwithstanding anything contained in this Paragraph 6, no change in control
shall have occurred as a result of the pending merger between Greenlight
Communications, Inc. and the Company.
7. No Mitigation: No Offset. In no event shall either
Mountaingate and Employee shall be obligated to seek other
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employment by way of mitigation of the amounts payable to Mountaingate under
any of the provisions of this Agreement. Any amounts that may be earned by
either Mountaingate or Employee other than from the Company after the Date of
Termination shall not reduce the Company's obligation to make any payments
hereunder. The amounts payable by the Company hereunder shall not be subject
to any right of set-off that the Company may assert against either Mountaingate
or Employee.
8. Noncompetition.
(a) Scope. In the case of the termination of this
Agreement, including due to the expiration of the Term, neither Mountaingate
nor Employee shall, for one year following the Date of Termination, (a) divert
to any competitor of the Company in the business conducted by the Company (the
"Designated Industry") any active project of the Company; or (b) solicit or
encourage any officer, employee or consultant of the Company to leave their
employ for employment by or with any competitor of the Company in the
Designated Industry. If at any time the provisions of this Section 8 shall be
determined to be invalid or unenforceable, by reason of being vague or
unreasonable as to area, duration or scope of activity, this Section 9 shall be
considered divisible and shall become and be immediately amended to apply only
to such area, duration and scope of activity as shall be determined to be
reasonable and enforceable by the court or other body having jurisdiction over
the matter; and both Mountaingate and Employee agree that this Section 8 as so
amended shall be valid and binding as though any invalid or unenforceable
provision had not been included herein. Nothing in this Section 8 shall
prevent or restrict either Mountaingate or Employee from engaging in any
business or industry other than the Designated Industry in any capacity.
(b) Irreparable Harm. Mountaingate and Employee agree
that the remedy at law for any breach of this Section 8 shall be inadequate and
that the Company shall be entitled to injunctive relief.
9. Indemnification. The Company shall indemnify and hold
harmless Mountaingate, its officers, directors and shareholders, as well as,
Employee his heirs and personal representatives to the fullest extent permitted
by applicable law, as now or hereafter in effect, with respect to any acts,
omissions or events that occurred while either Mountaingate or Employee was
engaged to render services to the Company or serves or served the Company or
any other corporation or other enterprise of any kind in any capacity at the
request of the Company (an "Enterprise"). Without limiting the generality of
the foregoing, the Company shall promptly pay, or reimburse Mountaingate for,
or advance to Mountaingate amounts for the payment of (a) all of the
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Mountaingate's reasonable expenses, including attorneys' fees and court costs,
actually and reasonably incurred in connection with the defense of any action,
suit or proceeding, including any suit seeking recovery under any Company
director's and officer's liability policy, or in connection with any appeal
thereof, to which the either Mountaingate or Employee may be a party by reason
of any action taken or failure to act under or in connection with his service
for the Company or an Enterprise; and (b) all amounts required to be paid in
settlement of or in satisfaction of a judgment in connection with any such
action, suit or proceeding; provided, however, that the Company shall not be
required to indemnify or hold harmless Mountaingate, its officers directors or
shareholders, as well as, the Employee, his heirs or personal representatives
in any manner whatsoever in the event and to the extent there is a final and
nonappealable judgment by a court of competent jurisdiction that the
liability incurred by either Mountaingate or Employee resulted from either of
their gross negligence, fraud or willful malfeasance.
10. Arbitration. If a dispute arises between the parties
respecting the terms of this Agreement or Mountaingate's engagement with the
Company, including, without limitation, any dispute with respect to the
validity of this Agreement or this arbitration clause, such dispute shall be
finally resolved by binding arbitration as follows. Any party may require that
the dispute be submitted to binding arbitration, and in such event the dispute
shall be settled by arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. If a matter is submitted to
arbitration, each of the parties shall choose one arbitrator. The arbitrators
selected by the two parties shall choose a third arbitrator who shall act as
chairman and shall be an attorney and a member of the panel of the American
Arbitration Association. Each party shall agree to a speedy hearing upon the
matter in dispute and the judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. The place of
arbitration shall be Los Angeles, California. Notwithstanding anything to the
contrary contained herein, no discovery shall be permitted in the arbitration
proceeding.
11. Successors.
(a) This services provided to the Company pursuant to
this Agreement are personal to the Employee and, without the prior written
consent of the Company, shall not be assignable by either Mountaingate or
Employee otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the
Mountaingate's shareholder or their legal representatives.
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(b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors. The Company shall require any
successor to all or substantially all of the business and/or assets of the
Company, whether direct or indirect, by an agreement in form and substance
reasonably satisfactory to Mountaingate, expressly to assume and agree to
perform this Agreement.
12. Miscellaneous.
(a) Withholding. Any payments provided for hereunder
shall be paid net of any applicable withholding required under federal, state
or local law and any additional withholding to which Mountaingate has agreed.
(b) Applicable Law. This Agreement shall be governed by
and construed in accordance with the laws of California, applied without
reference to principles of conflict of laws.
(c) Amendments. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto
or their respective successors and legal representatives.
(d) Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered or mailed to the other party by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
If to Mountaingate:
c/o Michael Dempsey, Esq.
1925 Century Park East
Suite 2350
Los Angeles, CA 90067
If to the Company:
The Producers Entertainment Group Ltd.
9150 Wilshire Boulevard, Suite 205
Beverly Hills, CA 90212
or to such other address as either party shall have furnished to the other in
writing in accordance herewith, except that notice of change of address shall
be effective only when actually received by the addressee.
(e) Severability. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement.
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(f) Waiver. Waiver by any party hereto of any breach or
default by any other party of any of the terms of this Agreement shall not
operate as a waiver of any other breach or default, whether similar to or
different from the breach or default waived.
(g) Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto with respect to the matters
referred to herein other than the Stock Purchase Agreement between Mountaingate
and the Company dated as of November 14, 1995 (the "Stock Purchase Agreement"),
and no other agreement, verbal or otherwise, shall be binding as between the
parties unless it is in writing and signed by the party against whom
enforcement is sought. All prior and contemporaneous agreements and
understandings between the parties with respect to the subject matter of this
Agreement other than the Stock Purchase Agreement are superseded by this
Agreement.
(h) Survival. The respective rights and obligations of
the parties hereunder shall survive any termination of this Agreement to the
extent necessary to the intended preservation of such rights and obligations.
(i) Captions and References. The captions of this
Agreement are not part of the provisions hereof and shall have no force or
effect. References in this Agreement to a section number are references to
sections of the Agreement unless otherwise specified.
(j) Consent to Jurisdiction. Each of the parties to this
Agreement hereby submits to the exclusive jurisdiction of the courts of the
State of California and the Federal courts of the United States of America
located in such state solely in respect of the interpretation and enforcement
of the provisions of this Agreement, and hereby waives, and agrees not to
assert, as a defense in any action, suit or proceeding for the interpretation
and enforcement of this Agreement, that it is not subject thereto; that such
action, suit or proceeding may not be brought or is not maintainable in said
courts; that this Agreement may not be enforced in or by said courts; that its
property is exempt or immune from execution; that the suit, action or
proceeding is brought in an inconvenient forum; or that the venue of the suit,
action or proceeding is improper. Each of the parties agrees that service of
process in any such action, suit or proceeding shall be deemed in every respect
effective service of process upon it if given in the manner set forth in
Section 13(d).
(k) Legal Fees. Mountaingate shall be entitled to
reimbursement by the Company for all reasonable legal fees and expenses
incurred by it in connection with the initial review of
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this Agreement. Such payments, which shall be made on an ongoing basis after
Mountaingate submits an invoice or other reasonably appropriate documentation
relating thereto to the Company.
IN WITNESS WHEREOF, the Executive has hereunto set his hand
and the Company has caused this Agreement to be executed in its name on its
behalf all as of the day and year first above written.
THE PRODUCERS ENTERTAINMENT GROUP LTD.
By: _________________________________
Its: ________________________________
MOUNTAINGATE PRODUCTIONS, LLC.
By:__________________________________
Its:_________________________________
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PERSONAL INDUCEMENT LETTER
In order to induce THE PRODUCERS ENTERTAINMENT GROUP LTD. ("Company")
to enter into the agreement ("the Agreement") dated as of October 1, 1995 with
MOUNTAINGATE PRODUCTIONS LLC, ("Lender"), and in consideration of the execution
and delivery thereof by Company, I hereby represent and warrant as follows:
1. I am familiar with each term and condition of the Agreement. I
hereby consent and agree to the execution and delivery of the Agreement by
Lender and hereby agree to render all of the services provided therein to be
rendered by me. I agree to be bound by and duly perform and observe each and
all of the terms and conditions of the Agreement requiring performance or
compliance on my part.
2. I hereby join in all warranties, representations, agreements and
indemnities made by Lender in the Agreement.
3. I agree that if Lender should be dissolved or should otherwise
cease to exist or, for any reason whatsoever, should fail, be unable, neglect
or refuse to duly perform and observe each and all of the terms and conditions
of the Agreement requiring performance or compliance on Lender's part, at
Company's election, I shall be deemed to be substituted as a direct party to
the Agreement by Lender.
4. I agree that, in the event of a breach or threatened breach of the
Agreement by Lender or by me, Company shall be entitled to seek legal and
equitable relief by way of injunction or otherwise against Lender or against
me, or against both Lender and me, at Company's discretion, without the
necessity of first exhausting any rights or remedies which Company may have
against Lender.
5. All of the foregoing shall be to the same extent and with the same
force and effect as if I had agreed to render services to Company as an
employee.
6. I hereby waive any claim against Company for wages, salary or
other compensation of any kind under the Agreement, and I agree that I will
look solely to Lender for any and all compensation that I may become entitled
to receive for services rendered in connection with the Agreement.
__________________________
IRWIN MEYER
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PERSONAL INDUCEMENT LETTER
In order to induce THE PRODUCERS ENTERTAINMENT GROUP LTD. ("Company")
to enter into the agreement ("the Agreement") dated as of October 1, 1995 with
MOUNTAINGATE PRODUCTIONS LLC, ("Lender"), and in consideration of the execution
and delivery thereof by Company, I hereby represent and warrant as follows:
1. I am familiar with each term and condition of the Agreement. I
hereby consent and agree to the execution and delivery of the Agreement by
Lender and hereby agree to render all of the services provided therein to be
rendered by me. I agree to be bound by and duly perform and observe each and
all of the terms and conditions of the Agreement requiring performance or
compliance on my part.
2. I hereby join in all warranties, representations, agreements and
indemnities made by Lender in the Agreement.
3. I agree that if Lender should be dissolved or should otherwise
cease to exist or, for any reason whatsoever, should fail, be unable, neglect
or refuse to duly perform and observe each and all of the terms and conditions
of the Agreement requiring performance or compliance on Lender's part, at
Company's election, I shall be deemed to be substituted as a direct party to
the Agreement by Lender.
4. I agree that, in the event of a breach or threatened breach of the
Agreement by Lender or by me, Company shall be entitled to seek legal and
equitable relief by way of injunction or otherwise against Lender or against
me, or against both Lender and me, at Company's discretion, without the
necessity of first exhausting any rights or remedies which Company may have
against Lender.
5. All of the foregoing shall be to the same extent and with the same
force and effect as if I had agreed to render services to Company as an
employee.
6. I hereby waive any claim against Company for wages, salary or
other compensation of any kind under the Agreement, and I agree that I will
look solely to Lender for any and all compensation that I may become entitled
to receive for services rendered in connection with the Agreement.
__________________________
ALISON MEYER
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PERSONAL INDUCEMENT LETTER
In order to induce THE PRODUCERS ENTERTAINMENT GROUP LTD. ("Company")
to enter into the agreement ("the Agreement") dated as of October 1, 1995 with
MOUNTAINGATE PRODUCTIONS LLC, ("Lender"), and in consideration of the execution
and delivery thereof by Company, I hereby represent and warrant as follows:
1. I am familiar with each term and condition of the Agreement. I
hereby consent and agree to the execution and delivery of the Agreement by
Lender and hereby agree to render all of the services provided therein to be
rendered by me. I agree to be bound by and duly perform and observe each and
all of the terms and conditions of the Agreement requiring performance or
compliance on my part.
2. I hereby join in all warranties, representations, agreements and
indemnities made by Lender in the Agreement.
3. I agree that if Lender should be dissolved or should otherwise
cease to exist or, for any reason whatsoever, should fail, be unable, neglect
or refuse to duly perform and observe each and all of the terms and conditions
of the Agreement requiring performance or compliance on Lender's part, at
Company's election, I shall be deemed to be substituted as a direct party to
the Agreement by Lender.
4. I agree that, in the event of a breach or threatened breach of the
Agreement by Lender or by me, Company shall be entitled to seek legal and
equitable relief by way of injunction or otherwise against Lender or against
me, or against both Lender and me, at Company's discretion, without the
necessity of first exhausting any rights or remedies which Company may have
against Lender.
5. All of the foregoing shall be to the same extent and with the same
force and effect as if I had agreed to render services to Company as an
employee.
6. I hereby waive any claim against Company for wages, salary or
other compensation of any kind under the Agreement, and I agree that I will
look solely to Lender for any and all compensation that I may become entitled
to receive for services rendered in connection with the Agreement.
__________________________
PATRICIA MEYER
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