MANAGEMENT SERVICES AGREEMENT
July 29, 2005
Bongiovi Entertainment, Inc.
39 Hansen Farm Road
North Haven, CT 06473
Gentlemen:
This will confirm the arrangements, terms and conditions pursuant to which
Sarmatan Developments Ltd. (the "Consultant") has been retained to serve as a
consultant and advisor to Bongiovi Entertainment, Inc., a Nevada corporation
(the "Company"), on a non-exclusive basis in connection with its potential
acquisition of an unaffiliated company. The undersigned hereby agrees to the
following terms and conditions:
1. Services
Consultant shall, at the request of the Company, upon reasonable
notice, promptly render advice to the Company in connection with (i) the
acquisition and/or merger of or with other companies, and (ii) bank
financings or any other financing from financial institutions or otherwise
(including, but not limited to, lines of credit, performance bonds,
letters of credit or loans). It is agreed and acknowledged that Consultant
has provided such services to the Company prior to the date hereof,
without compensation.
The services described in this Section 1 shall be rendered by
Consultant without any direct supervision by the Company and at such time
and place and in such manner (whether by conference, telephone, letter or
otherwise) as Consultants may determine.
2. Term.
This Agreement shall continue for a period of one year from the date
hereof (the "Term").
3. Compensation.
In full consideration for the services to be rendered by the
Consultant hereunder, the Consultant shall be paid a fee of $200,000. The
$200,000 shall be due and payable as follows: (i) $25,000 shall be paid on
July 31, 2005, and (ii) $175,000 shall be payable within seven (7)
business
days after closing of a material acquisition or merger by the Company.
4. Relationship. Nothing herein shall constitute Consultant as an
employee or agent of the Company, except to such extent as might
hereinafter be agreed upon for a particular purpose. Except as might
hereinafter be expressly agreed, Consultant shall not have the
authority to obligate or commit the Company in any manner
whatsoever.
5. Confidentiality. Except in the course of the performance of their
duties hereunder, Consultant agrees that they shall not disclose any
trade secrets, know-how, or other proprietary information not in the
public domain learned as a result of this Agreement unless and until
such information becomes generally known.
6. Assignment and Termination. This Agreement shall not be assignable
by any party except to successors to all or substantially all of the
business of either party for any reason whatsoever without the prior
written consent of the other party, which consent may be arbitrarily
withheld by the party whose consent is required.
Very truly yours, Consulting Fees:
SARMATAN DEVELOPMENTS, LTD.
By: /s/ Riccardo Mortara $200,000.00
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AGREED AND ACCEPTED:
BONGIOVI ENTERTANMENT, INC.
By: /s/ Larry Shatsoff
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Name: Larry Shatsoff
Title: President