EXHIBIT 10.1
CONSULTANT AGREEMENT
THIS CONSULTANT AGREEMENT (the "Agreement") is made and entered into
the 8th day of September 2005, by and between Paradigm Media Ventures, Inc, a
New York corporation, having its principal place of business at 30 West 26th
Street, 12th Floor, New York, New York 10010, and StarMed Group, Inc., A Nevada
Corporation, and any of their affiliated companies, having their principal place
of business at 2029 Century Park East, Suite 1112, Los Angeles, California
90067("Corporation").
W I T N E S S E T H:
WHEREAS, Corporation has requested Paradigm Media Ventures, Inc to
provide expertise in the areas of business consulting and related services to
support its business and growth; and
WHEREAS, Paradigm Media Ventures, Inc desires to among other things provide
business advice to Corporation and assist Corporation through identifying
companies the Corporation may engage in a business combination transaction and
in general, to make introductions to the business and investment community.
NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants contained herein, the parties agree as follows:
1. AGREEMENTS; SCOPE
1.1 Engagement
Corporation hereby agrees to engage Paradigm Media Ventures, Inc to
provide the services specified in Section 2 below and Paradigm Media
Ventures, Inc hereby agrees to provide such services to the Corporation
upon the terms and conditions hereinafter set forth.
1.2 Relationship of the Parties
It is expressly acknowledged by the parties hereto that Paradigm Media
Ventures, Inc is an independent contractor and nothing in this
Agreement is intended nor shall be construed to create an
employer/employee relationship, a joint venture of any kind including
any landlord/tenant relationship between Corporation and Paradigm Media
Ventures, Inc. Corporation shall not have any right to exercise any
control or discretion over the manner or method by which Paradigm Media
Ventures, Inc performs services hereunder; provided, however, the
services to be provided by Paradigm Media Ventures, Inc hereunder shall
be provided in a manner consistent with the professional standards
governing such services and the provisions of this Agreement. Neither
party shall have any authority to act for or legally bind the other
party, except as expressly provided herein.
2. SERVICES
2.1 Advice and Counsel
Upon request by Corporation, Paradigm Media Ventures, Inc will provide
such business consulting services as the Corporation may reasonably
request, including, but not limited to developing a business plan,
developing a strategy for attracting bridge funding on a most immediate
basis, potential lenders and investors in general, identifying
merger/acquisition candidates, joint venture candidates, and corporate
partners.
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2.2 Best Efforts
Paradigm Media Ventures, Inc shall devote such time and best efforts as
may be reasonably necessary to perform the foregoing services.
Corporation expressly acknowledges and understands that Paradigm Media
Ventures, Inc cannot guarantee results concerning the investment of
capital in the Corporation or the successful consummation of any
business arrangement contemplated by the Corporation.
2.3 Limitation of Services
2.4 It is expressly acknowledged that Paradigm Media Ventures, Inc has not
agreed with the Corporation, in this Agreement or any other agreement,
verbal or written, to offer or sell any security or be a market-maker
or securities dealer in any security.
2.5 The compensation paid to Paradigm Media Ventures, Inc herein is not,
and shall not be construed as, compensation for the offer or sale of
any security or for the purpose of making a market or acting as a
dealer in any security, or the submission of an application to make a
market in any security.
2.6 The parties agree that the services to be provided by Paradigm Media
Ventures, Inc shall not be for the purpose of affecting the price of
any security or influencing market making activities in any security,
including, but not limited to, the submission of an application to make
a market, the entry of bid/ask quotations or retail securities trading
activities.
3. COMPENSATION
In consideration of the services to be performed by Paradigm Media
Ventures, Inc hereunder:
3.1 Corporation shall pay and deliver to Paradigm Media Ventures, Inc. a
cash fee totaling $49,000, the receipt of which is hereby acknowledged
by Paradigm Media Ventures. As additional consideration for its
services hereunder, Corporation shall issue to Paradigm Media Ventures
an aggregate of 1,625,000 shares of Corporation's common stock (the
"Shares"), which shall be issued on the commencement date of a proposed
private placement of up to $2.5 million in securities of Corporation
through Joseph Stevens and Company ("JAS"). The Shares will not be
registered under the Securities Act of 1933, as amended (the "Act"),
and will be eligible for "piggy back" registration rights for the first
registration following the signing of this agreement. Under an agreed
leak out agreement 406,250 of the Shares shall be eligible for resale
per quarter (90 calendar day period). In addition, Paradigm Media
Ventures, Inc. shall grant a proxy to Herman Rappaport entitling Mr.
Rappaport to exercise voting rights over the Shares, except with
respect to Shares that are bona fide sold by Paradigm Media Ventures,
Inc. pursuant to the preceding sentence.
3.2 Paradigm Media Ventures will be paid a cash fee ("FEE") equal to the
reasonable value of Paradigm's services for all other services not set
forth in Section 3.1 that are requested by Corporation, in writing, and
performed by Paradigm.
3.3 Corporation shall pay Paradigm any pre-approved reasonable expenses
incurred by Paradigm Media Ventures, Inc in the performance of its
services for the Corporation.
3.4 Corporation shall grant to Paradigm Media Ventures the right of first
refusal for engagement and participation in any contemplated business
combination (other than a strategic acquisition or strategic alliance)
or reverse mergers with respect to any public corporations, provided
that such right of first refusal shall be subordinate to any right of
first refusal granted by Corporation to Joseph Stevens & Company prior
to the date hereof or within six months following the date hereof.
Paradigm must exercise its right within 14 days of presentation of the
opportunity or the right of first refusal shall terminate. The right of
first refusal described in this paragraph shall terminate upon
termination of this Agreement.
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3.5 Paradigm Media Ventures, Inc. hereby represents and warrants to
Corporation that (a) the Shares are being acquired solely for the
account of Paradigm Media Ventures, Inc. for investment purposes only
and not with a view to, or for resale in connection with, any
distribution except as may be permitted by federal and state securities
laws, (b) Paradigm Media Ventures, Inc. will not sell, assign,
transfer, pledge or otherwise dispose of or encumber the Shares except
pursuant to the applicable rules and regulations under the Act and
applicable state securities laws, (c) Paradigm Media Ventures, Inc. has
such knowledge and experience in financial, investment and business
matters to be capable of evaluating the merits and risks of its
acquisition of the Shares, and (d) Paradigm Media Ventures, Inc. has
made such review of Corporation and its operations as it has deemed
necessary in order to make an informed decision to acquire the Shares
as consideration for services rendered and to be rendered under this
Agreement.
4. CORPORATION REPRESENTATIONS AND WARRANTIES
Corporation hereby represents and warrants to Paradigm Media Ventures,
Inc, as follows:
4.1 Authorization
Corporation and Paradigm Media Ventures, Inc each have the full power
and authority to enter into this Agreement and to carry out the
transactions contemplated hereunder.
4.2 No Violation
Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereunder will violate
any provision of the charter or by-laws of the Corporation or, violate,
or be in conflict with, or constitute a default under, any agreement or
commitment to which the Corporation is a party, or violate any statute
or law or any judgment, decree, order, regulation or rule of any court
or governmental authority.
5. CONFIDENTIALITY AND NON-DISCLOSURE
During and after the term of this Agreement, Corporation and Paradigm
Media Ventures, Inc shall maintain the confidentiality of and shall not
furnish, release, disclose or otherwise make available to third
parties, in any form whatsoever, without the prior written consent of
the other party, any names, addresses, telephone or telefax numbers,
business plans, production processes, financial projections or other
information, written or oral (the "Confidential Information"), relating
to any joint venture partners, merger/acquisition candidates,
securities dealers and marketmakers, investment opportunities, or
sources of capital made known to the Corporation by Paradigm Media
Ventures, Inc or whom the Corporation learned of, directly or
indirectly, from Paradigm Media Ventures, Inc. Corporation recognizes
and acknowledges that the Confidential Information shall be considered
the property of Paradigm Media Ventures, Inc and that Paradigm Media
Ventures, Inc has expended considerable time and expense in obtaining
and developing the Confidential Information. Paradigm Media Ventures,
Inc. acknowledges that the Confidential Information form the Company
shall be considered the property of the company. The foregoing applies
to all information not previously known to the Corporation and Paradigm
Media Ventures, Inc., or available in public filings or generally
deemed to be in the public domain.
6. NON-CIRCUMVENTION
During and for eighteen months after the term of this Agreement,
Corporation shall not circumvent or attempt to circumvent Paradigm
Media Ventures, Inc and enter into any agreement or arrangement with
any joint venture partner, sub-contractor, independent contractor,
merger/acquisition candidate, securities dealer or market-maker,
investment banking firm, investor or source of capital made known to
the Corporation by Paradigm Media Ventures, Inc or whom the Corporation
learned of, directly or indirectly, from Paradigm Media Ventures, Inc.
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6.1 From the time of execution of this Consulting Agreement through a
period of two years, any transaction by and between the Corporation and
any joint venture partner, sub-contactor, independent contractor,
merger/acquisition candidate, securities dealer or market-maker,
investment banking firm, investor or source of capital made known to
the Corporation by Paradigm Media Ventures, Inc, Paradigm Media
Ventures, Inc is entitled to its full and complete compensation as
discussed in Section 3 of this Consulting Agreement.
7. INJUNCTIVE RELIEF
In the event of a breach or threatened breach of the provisions of
Section 5 or Section 6 of this Agreement, Corporation and Paradigm
Media Ventures, Inc mutually agree that Paradigm Media Ventures, Inc.
and Corporation shall be entitled to an injunction enjoining and
restraining such breach or threatened breach and such other remedies as
may be available to Paradigm Media Ventures, Inc. and Corporation.
Corporation and Paradigm Media Ventures, Inc. agree and acknowledges
that a breach or threatened breach of the provisions of Section 5 or
Section 6 shall cause Paradigm Media Ventures, Inc to suffer
irreparable damages, including Paradigm Media Ventures, Inc.'s and
Corporation's inability to prove specific money damages.
8. MERGER OF CORPORATION
Corporation and Paradigm Media Ventures, Inc acknowledge and agree that
the rights and obligations of the parties in this Agreement shall
remain in full force and effect, notwithstanding the merger of the
Corporation into another corporation or other business. In such event,
it is expressly agreed that the surviving corporation or business of
such merger shall be bound by and comply with the terms and conditions
of this Agreement, including the compensation payable to Paradigm Media
Ventures, Inc, as stated in Section 3 of this Consulting Agreement.
9. TERM
The term of this Agreement shall commence upon execution hereof by
Corporation and Paradigm Media Ventures, Inc, and shall continue for a
period of 2 years unless terminated sooner by Paradigm Media Ventures,
Inc or Corporation upon giving ninety (90) days written notice.
10. MISCELLANEOUS
10.1 Non-Solicitation Of Employees or Sub-Contractors
Both Parties agree not to hire for employment, full time, and part time
or as an independent contractor, any of the other's or its affiliated
companies employees or sub-contractors for a period of 18 months from
the conclusion of this or any subsequent agreements made between
Paradigm Media Ventures, Inc and Corporation.
10.2 Amendment and Modification
This Agreement may only be amended or modified by a writing signed by
the party against whom enforcement of any such amendment or
modification is sought.
10.25 Indemnification
In connection with Paradigm Media Ventures, Inc Engagement to provide
services as described in this Consultants Agreement, the Corporation
and Paradigm Media Ventures, Inc. hereby mutually agree to indemnify
and hold harmless each other, to the full extent lawful, from, and
against all losses, claims, damages, liabilities and expenses incurred
by the Corporation and
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Paradigm Media Ventures, Inc., which (A) are related to or arise out of
(i) actions taken or omitted to be taken (including any untrue
statements made or any statements omitted to be made) by the
Corporation or Paradigm Media Ventures, Inc. or (ii) actions taken or
omitted to be taken by an indemnified person with the Corporation's or
Paradigm Media Ventures, Inc.'s prior consent or in conformity with the
Corporation's or Paradigm Media Ventures, Inc.'s actions or omissions
or (B) are otherwise related to or arise out of Paradigm Media
Ventures, Inc activities on the Corporation's behalf under the
Consultant Agreement, provided that the Corporation shall not be liable
for such indemnification if and to the extent that any loss, liability,
claim, expense or damage results from Paradigm Media Ventures, Inc.'s
own negligence, misfeasance or malfeasance.
In connection with the Corporation's and Paradigm Media Ventures,
Inc.'s indemnification obligations, each will reimburse the other
party, for all reasonable expenses (including reasonable fees and
disbursements of counsel) incurred by Paradigm Media Ventures, Inc or
Corporation in connection with investigating, preparing or defending
any such action or claim, whether such action or claim is in connection
with pending or threatened litigation or any investigation, proceeding
or hearing conducted by a governmental agency or any regulatory entity.
If any action is brought against Paradigm Media Ventures, Inc or
Corporation, in respect of which indemnity may be sought against the
Corporation or Paradigm Media Ventures, Inc, Paradigm Media Ventures
Inc or Corporation shall promptly notify each other in writing, and the
Corporation and Paradigm Media Ventures, Inc. may assume the defense
thereof, whereupon any further legal fees or expenses incurred by
Paradigm Media Ventures, Inc or Corporation shall be at the
Corporation's or Paradigm Media Ventures, Inc. expense.
The Corporation or Paradigm Media Ventures, Inc. shall not be liable
for the settlement of any action entered into without its prior written
consent. The Corporation nor Paradigm Media Ventures, Inc. will not be
responsible, however, for any losses, claims, damages, liabilities or
expenses pursuant to clause (B) of the preceding paragraph to the
extent that such loss, claim, damage, liability or expense is the
result of the bad faith or negligence of the person seeking
indemnification hereunder. The Corporation and Paradigm Media Ventures,
Inc. also agree that Paradigm Media Ventures, Inc and the Corporation
shall not have any liability to each other for or in connection with
such engagement except for such liability for losses, claims damages,
liabilities, or expenses incurred by the Corporation or Paradigm Media
Ventures, Inc. to the extent that they result from the bad faith or
negligence of Paradigm Media Ventures, Inc, the Corporation, or
Paradigm Media Ventures, Inc.'s or the Corporation's breach of his
confidentiality obligations under this agreement. Paradigm Media
Ventures, Inc and the Corporation represents and warrants to each other
that they will comply with all applicable securities law.
10.3 Notices
Any written notice to be given hereunder by a party to the other party
may be effected by personal delivery, facsimile transmission or by
mail, postage prepaid with return receipt requested. Mailed notices
shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this Agreement, but any party may change his
address by written notice in accordance with this Agreement. Notices
delivered personally or by facsimile transmission shall be deemed to
have been given upon actual receipt thereof; mailed notices shall be
deemed communicated as of three (3) days after mailing.
10.4 Assignment
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but neither
this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by either party without the prior written
consent of the other party.
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10.45 Modification
This Proposal constitutes the entire agreement between the parties,
supercedes all prior written or oral agreements and understandings, and
can only be changed or modified in writing by mutual consent. This
agreement may not be orally canceled, changed, modified or amended, and
no cancellation, change, modification or amendment shall be effective
or binding, unless in writing and signed by the parties to this
agreement. This agreement supercedes any prior agreement or
understanding between Paradigm Media Ventures, Inc and the Corporation
whether written or oral.
10.5 Publicity
Neither Paradigm Media Ventures, Inc nor the Corporation shall make or
issue, or cause to be made or issued, any public announcement or other
disclosure of this Agreement or the terms and conditions thereof
without the prior written consent of the other party; provided,
however, this provision shall not apply to any public announcement or
other disclosure required to by made by law or by rule or regulation of
any federal or state governmental authority, except that the party
required to make such public announcement or disclosure shall consult
with the other party concerning the timing and content of such public
announcement or disclosure before it is made.
10.6 Governing Law
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York.
10.7 Litigation
The prevailing party in any litigation relating to the interpretation,
application or enforcement of any provision of this Agreement shall be
entitled to recover against the other party costs and reasonable
attorneys' fees.
10.8 Counterparts
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and
the same instrument.
10.9 Headings
The headings in this Agreement are inserted for convenience only and
shall not constitute a part hereof or affect in any way the meaning or
interpretation of this Agreement.
11. Entire Agreement
This Agreement, sets forth the entire agreement of the parties hereto
and supersedes any prior agreements or understandings, whether oral or
written, between the parties except for addendum dated July 6, 2005.
12. Further Assistance
Each party agrees that it shall from time to time take such further
actions and execute such additional instruments as may be reasonably
necessary to implement and carry out the intent and purpose of this
Agreement.
13. Execution of Agreement: The parties hereto shall use their best efforts
to sign the Agreement within 30 days after receipt (such signing date,
the "Execution Date"). This is a non-exclusive agreement.
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14. Termination: If the Agreement is not signed within 30 days after
receipt, then the parties hereto may mutually elect to extend such
deadline (such date, the "Termination Date"), and upon such
termination, the agreement shall be of no further force and effect
except as provided in Sections 6 and 9 hereof.
15. Execution by Facsimile: A facsimile of this Proposal and agreement when
executed by all parties hereto shall be of full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Business Consultant
Agreement to be duly executed as of the day and year first above written.
WITNESSES:
Paradigm Media Ventures, Inc. a New York corporation
By: /s/ George D. Haralampoudis
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George D. Haralampoudis
President
STATE OF
COUNTY OF
On this ________ day of , 2005, before me, a notary public in and for
the state and county aforesaid, personally appeared _______________________,
known to me to be the person(s) whose name(s) is (are) subscribed to the
foregoing Subscription Agreement and acknowledged that he, she or they executed
the same.
Notary Public
StarMed Group, Inc., A Nevada Corporation
By: /s/ Herman Rappaport
-------------------------------
Signature
By: Herman Rappaport
-------------------------------
Name Printed
By: President
-------------------------------
Title
STATE OF
COUNTY OF
On this ________ day of , 2005, before me, a notary public in and for
the state and county aforesaid, personally appeared _________________________,
known to me to be the person(s) whose name(s) is (are) subscribed to the
foregoing Subscription Agreement and acknowledged that he, she or they executed
the same.
Notary Public
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