FINANCIAL CONSULTING AGREEMENT
THIS FINANCIAL CONSULTING AGREEMENT ("Agreement") is made and entered
into this 9th day of December 1998 (the "Effective Date") by and between THE
PRODUCERS ENTERTAINMENT GROUP LTD., a Delaware corporation ("Company") and
STRATEGIC CAPITAL CONSULTANTS, INC. ("Consultant").
RECITALS
Company desires to engage Consultant to perform certain consulting
services for it, and Consultant desires, subject to the terms and conditions of
this Agreement, to perform financial consulting services for Company.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND UNDERTAKING
HEREIN CONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION THE RECEIPT AND
SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED THE PARTIES AGREE AS FOLLOWS:
1. ENGAGEMENT OF CONSULTANT
Company hereby engages Consultant and Consultant hereby agrees to hold
itself available to render, and to render at the request of the Company,
independent advisory and consulting services for the Company to the best of its
ability, upon the terms and conditions hereinafter set forth. Such consulting
services shall include but not be limited to advise and counseling on matters
pertaining to mergers and acquisitions and corporate business development.
2. TERM
The term of this Agreement ("Term") shall begin as of the Effective
Date and shall terminate on June 14, 1999.
3. COMPENSATION
As compensation for all services rendered by Consultant pursuant to
this Agreement, Company shall compensate Consultant as follows:
3.1 Company shall pay to Consultant the sum of Five Thousand
($5,000) Dollars per month throughout the Term of this
Agreement.
3.2 Company shall pay to Consultant the additional one-time sum of
Ninety-Five Thousand ($95,000.00) Dollars, which amount is
currently due and payable.
3.3 Company shall reimburse Consultant Three Hundred ($300.00)
Dollars per month for telephone expenses and any reasonable
out-of-pocket expenses incurred while performing services on
behalf of Company on an itemized monthly basis. Expenses not
to exceed One Thousand ($1,000.00) Dollars without prior
Company approval.
3.4 In lieu of receiving the dollar amounts payable by the Company
to Consultant pursuant to this Agreement, Consultant shall
have the right, and the Company hereby grants Consultant the
option (the "Option"), to purchase up to 350,000 shares (the
"Shares") of Common Stock, par value $.001 per share, of the
Company, at an exercise price of $0.30 per Share, which
exercise price may be paid by Consultant ONLY by forgiveness
and cancellation by Consultant of amounts owing to it under
this Agreement. Consultant may exercise the Option and
purchase the Shares at any time after the date hereof and on
or before December 31, 2000, at which time the Option shall
terminate (but any amounts still owing to Consultant under
this Agreement shall remain outstanding). The Company agrees
to register the Shares underlying the Option with the
Securities and Exchange Commission (the
"Commission") on a registration statement on Form S-8 under
the Securities Act of 1933, as amended, on or before December
31, 1998, and Consultant agrees not to exercise the Option in
whole or in part until such registration statement is filed
with, and declared effective by, the Commission.
4. INDEPENDENT CONTRACTOR
It is expressly agreed that Consultant is acting as an independent
contractor in performing its services hereunder. Company shall carry no workers
compensation insurance or any health or accident insurance to cover Consultant.
Company shall not pay any contributions to social security, unemployment
insurance, Federal or state withholding taxes nor provide any other
contributions or benefits that might be expected in an employer-employee
relationship.
5. ASSIGNMENT
This Agreement is a personal one being entered into in reliance upon
and in consideration of the singular personal skill and qualification of
Consultant. Consultant shall therefore not voluntarily or by operation of law
assign or otherwise transfer the obligations incurred on its part pursuant to
the terms of this Agreement without the prior written consent of the Company.
Any attempt at assignment to transfer by Consultant of its obligation without
such consent shall be wholly void.
6. GENERAL PROVISIONS
6.1 Governing Law and Jurisdiction.
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This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California. Each of the
Parties hereto consents to such jurisdiction for the enforcement of
this Agreement and matters pertaining to the transaction and activities
contemplated hereby.
6.2 Notices.
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All notices and other communications provided for or permitted
hereunder shall be made by hand delivery, first class mail, telex or
telecopier, addressed as follows:
PARTY ADDRESS
Company Irwin Meyer
Chief Executive Officer
The Producers Entertainment Group Ltd.
5757 Wilshire Blvd.
Penthouse 1
Los Angeles, CA 90036
Consultant Todd Sanders
Strategic Capital Consultants, Inc.
5757 Wilshire Blvd.
Penthouse 1
Los Angeles, CA 90036
All such notices and communication shall be deemed to have been duly given, when
delivered by hand, if personally delivered; five (5) business days after deposit
in any United States Post Office in the continental United States, postage
prepaid, if mailed, when receipt is acknowledged or confirmed, if telecopies.
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6.3 Attorney's Fees.
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In the event a dispute arises with respect to this Agreement,
the party prevailing in such dispute shall be entitled to recover all
expenses, including, without limitation, reasonable attorney's fees and
expenses incurred in ascertaining such party's rights, in preparing to
enforce or in enforcing such party's rights under this Agreement,
whether or not it was necessary for such party to institute suit.
6.4 Complete Agreement.
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This Agreement supersedes any and all of the other agreements,
either oral or in writing, between the Parties with respect to such
subject matter in any manner whatsoever. Each Party to this Agreement
acknowledges that no representations, inducements, promises or
agreements, oral or otherwise, have been made by any Party, or anyone
herein, and that no other Agreements, statement or promise not
contained in this Agreement may be changed or amended only by an
amendment in writing signed by both of the Parties or their respective
successors-in-interest.
6.5 Binding.
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This Agreement shall be binding upon and inure to the benefit
of the successors-in-interest assignees and personal representatives of
the respective parties.
6.6 Unenforceable Terms.
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Any provision hereof prohibited by law or unenforceable under
the law of any jurisdiction in which such provision is applicable shall
as to such jurisdiction only be ineffective without affecting any other
provision of this Agreement. To the full extent, however, that such
applicable law may be waived to the end that this Agreement be deemed
to be a valid and binding agreement enforceable in accordance with its
terms, the Parties hereto hereby waive such applicable law knowingly
and understanding the effect of such waiver.
6.7 Execution in Counterparts.
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This Agreement may be executed in several counterparts and
when so executed shall constitute one agreement binding on each of the
Parties notwithstanding that each of the Parties are not signatory to
the original and same counterpart.
6.8 Further Assurances.
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From time to time each Party will execute and deliver such
further instruments and will take such other action as any other Party
may reasonable request in order to discharge and perform their
obligations and agreements hereunder and to give effect to the
intentions expressed in this Agreement.
6.9 Incorporation by Reference.
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All exhibits referred to in this Agreement are incorporated
herein in their entirety by such reference.
6.10 Miscellaneous Provisions.
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The various headings and numbers herein and the grouping of
provisions of this Agreement into separate articles and paragraphs are
for the purpose of convenience only and shall not be considered a part
hereof. The language in all parts of this Agreements shall in all cases
be construed in accordance with its fair meanings as if prepared by
both Parties to the Agreement and not strictly for or against either of
the Parties.
Page 3
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY
The Producers Entertainment Group Ltd.,
A Delaware Corporation
By: /s/ Irwin Meyer
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Irwin Meyer, CEO
CONSULTANT
Strategic Capital Consultants, Inc.
A California Corporation
By: /s/ Todd Sanders
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Todd Sanders, President