EXHIBIT 10.1
FINANCIAL CONSULTING AGREEMENT
THIS FINANCIAL CONSULTING AGREEMENT ("Agreement") is made and entered into
this 14th day of January 1999 (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 be limited to advising and counseling on matters pertaining to
the negotiation, restructuring and the transition of the mutual release and
termination of the production and employment agreements of Lawrence Jacobson &
Associates, Inc., SAG Productions, Inc., and Lawrence Jacobson and Salvatore
Grosso, respectively.
2. TERM
The term of this Agreement ("Term") shall begin as of the Effective Date
and shall terminate on February 28, 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 one-time sum of One Hundred and
Fifty Thousand ($150,000.00) Dollars, which amount is currently due
and payable.
3.2 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 300,000 shares (the "Shares") of Common
Stock, par value $.001 per share, of the Company, at an exercise price
of $0.50 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
February 28, 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 February 28, 1999, 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.
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.
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.
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.
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.
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.
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.
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.
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.
All exhibits referred to in this Agreement are incorporated herein in
their entirety by such reference.
6.10 MISCELLANEOUS PROVISIONS.
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.
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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
---------------------------------
Irwin Meyer, CEO
CONSULTANT
Strategic Capital Consultants, Inc.
A California Corporation
By: /S/ TODD SANDERS
---------------------------------
Todd Sanders, President
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