Exhibit 10.7
6 0 XXXX XXXXXX, 00XX XX #0000 CRESCENT FUND LLC
XXX XXXX, XX 00000-0000 XXX CONSULTING AGREEMENT
This Agreement made this November 2, 2006, by and between Crescent Fund, LLC., a
Delaware Limited Liability Company, whose address is 00 Xxxx Xxxxxx, 00XX Xxxxx,
Xxx Xxxx, XX 00000, hereinafter referred to as "CRESCENT" or "Consultant" and
Millenium Holding Group Inc, a Nevada corporation, its agents, successors or
assigns, hereinafter referred to as "MILLENIUM" OR "Client", whose address is 00
Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000. Tel: 000.000.0000 Fax: 000.000.0000
Whereas Consultant is in the business of providing management consulting
services to businesses in an effort to obtain capital from third parties for
business use, including equipment leasing, purchase order and/or contract
financing, factoring and financing for land and buildings' utilizing various
financing instruments and whereas Client desires to retain Consultant for the
following purposes:
INSTITUTIONAL INVESTOR RELATIONS SERVICES
For and in consideration of mutual benefits, detriments, promises, and the cross
consideration hereinafter set forth, the adequacy of which is hereby
acknowledged, the parties hereto, CRESCENT and MILLENIUM, collectively "THE
PARTIES", hereby covenant and agree as follows:
1. SERVICES
A. CRESCENT is hereby engaged to provide Public Relations services
(non-exclusive) including serving as an investment banking liaison,
obtaining write ups about the company and acting as an institutional
public relations consultant for a six month period from the date
hereof.
2. COMPENSATION
MILLENIUM hereby agrees to pay CRESCENT for the services set forth in
Paragraph 1, the following non-refundable retainer items:
a. The issuance of 1,000,000 shares of common stock (or $150,000) with:
said shares shall be issued within three days after the date hereof.
Such stock cannot be issued pursuant to an S-8 Registration statement.
The shares are not in contravention of Section 5 of the Securities Act
of 1933 and specifically with sections 5a and 5c there under.
b. Crescent Fund, LLC. will also incorporate a free look clause whereby,
client may request to verify our long position in client's stock as
well as incorporate a proprietary restrictive clause which precludes
any liquidation of our vested stock until the termination of our
contract.
c. MILLENIUM shall pay all out-of-pocket expenses related to the services
set forth in Paragraph 1 above, subject to written budget approval by
MILLENIUM to incurring the expense.
3. TERMINATION OF AGREEMENT
This Consulting Agreement may not be terminated by either party prior to
the expiration of the term provided herein above, except as follows:
A. Upon the bankruptcy or liquidation of the other party, whether
voluntary or involuntary;
B. Upon the other party taking the benefit of any insolvency law;
C. Upon the other party having or applying for a receiver appointed for
either party; and/or
D. Mutual consent of the parties.
E. Millenium may terminate this agreement at will after 60 days. Should
Millenium terminate its contract at any time, Millenium retains the
right of ownership of all shares paid to date.
4. NOTICES
All notices hereunder shall be in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to
this section may be given, and shall be given upon the earlier of actual
receipt or three (3) business days after being mailed or delivered to such
courier service. Any notices to be given hereunder shall be effective if
executed by and/or sent by the attorneys for THE PARTIES giving such notice
and, in connection therewith, THE PARTIES and their respective counsel
agree in giving such notice such counsel may communicate directly in
writing with such party to the extent necessary to give such notice.
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5. ATTORNEY FEES
In the event either party is in default of the terms or conditions of this
Consulting Agreement and legal action is initiated or suit be entered as a
result of such default, the prevailing party shall be entitled to recover
all costs incurred as a result of such default including reasonable
attorney fees, expenses and court costs through trial, appeal and to final
dispositions.
6. TIME IS OF THE ESSENCE
Time is hereby expressly made of the essence of this Consulting Agreement
with respect to the performance by THE PARTIES of their respective
obligations hereunder.
7. INUREMENT
This Consulting Agreement shall inure to the benefit of and be binding upon
THE PARTIES hereto and their respective heirs, executors, administrators,
personal representatives, successors, and assigns.
8. ENTIRE AGREEMENT
This Consulting Agreement contains the entire agreement of THE PARTIES. It
is declared by THE PARTIES that there are no other oral or written
agreements or understanding between them affecting this Agreement. This
Agreement supersedes all previous agreements.
9. AMENDMENTS
This Agreement may be modified or amended provided such modifications or
amendments are mutually agreed upon and between THE PARTIES hereto and that
said modifications or amendments are made only by an instrument in writing
signed by THE PARTIES.
10. WAIVERS
No waiver of any provision or condition of this Agreement shall be valid
unless executed in writing and signed by the party to be bound thereby, and
then only to the extent specified in such waiver. No waiver of any provis
ion or condition of this Agreement and no present waiver of any provision
or condition of this Agreement shall be construed as a future waiver of
such provision or condition.
11. NON-WAIVER
The failure of either party, at any time, to require any such performance
by any other party shall not be construed as a waiver of such right to
require such performance, and shall in no way affect such party's right to
require such performance and shall in no way affect such party's right
subsequently to require a full performance hereunder.
12. CONSTRUCTION OF AGREEMENT
Each party and its counsel have participated fully in the review and
revision of this Agreement. Any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply
in the interpretation of this Agreement.
13. NON-CIRCUMVENTION AGREEMENT
MILLENIUM agrees, represents and warrants herby that it shall not
circumvent CRESCENT with respect to any banking or lending institution,
investment bank, trust, corporation, individual or investor introduced by
CRESCENT to MILLENIUM nor with respect to any transaction, merger,
acquisition or other business opportunity proposed by, assisted with or
otherwise promoted by CRESCENT for the benefit of MILLENIUM pursuant to the
terms with CRESCENT for the purpose of, without limitation, this Agreement
and for a period of eighteen (18) months from the date of execution by THE
PARTIES of this Agreement or the introduction to a financing source.
14. APPLICABLE LAW
THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND
GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF NEW YORK FOR WHICH
XXX XXXXXX XX XXX XXXX XXXX, XXX XXXX SHALL HAVE JURISDICTION WITHOUT
GIVING EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF
ANY STYLE. The parties agree that mediation shall be used as an initial
forum for the good-faith attempt to settle and resolve any issues or
disputes that may arise.
15. COUNTERPARTS
This Agreement may be executed in a number of identical counterparts. Each
such counterpart is deemed an original for all purposes and all such
counterparts shall, collectively, constitute one agreement, but, in making
proof of this Agreement, it shall not be necessary to produce or account
for more than one counterpart.
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16. FACSIMILE
A facsimile copy of this Agreement is acceptable.
17. ACCEPTANCE OF AGREEMENT
Unless both parties have signed this Agreement within ten (10) business
days of the date listed above, this Agreement shall be deemed automatically
withdrawn and terminated.
IN WITNESS WHEREOF, THE PARTIES have set forth their hands and seal in execution
of this Consulting Agreement this November 2, 2006 by and between:
CRESCENT FUND, LLC. MILLENIUM HOLDING GROUP INC.
A Delaware Limited Liability Company A Nevada Corporation
By: By:
Xxxxxxx Xxxxxx-Xxxxx, President & CEO Xxxxxxx Xxx, CEO
Date: November 2, 2006 Date: November 2, 2006
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PROJECT SCOPE
PROJECT ACTIVITIES: CRESCENT, in providing financial investor relations
services, shall perform the following project specific functions and merge
CRESCENT efforts withMILLENIUM resources, as needed. The emphasis of this
funding project shall be personal introductions of MILLENIUMto money managers,
fund managers, hedge fund managers, portfolio managers, financial analysts,
institutional brokers, venture capitalists, investment bankers, and
wholesale/retail market makers. All out-of-pocket costs (i.e., costs for mail
campaigns, printing, distributions, etc.) shall be pre-approved and paid for by
MILLENIUM.
* Conduct analysis that combines MILLENIUM's due-diligence and CRESCENT
in-house analysis tools to emphasize marketability.
* Coordinate buy-side and sell-side brokerage research coverage bringing
MILLENIUM to these sources and facilitating their institutional research.
This provides MILLENIUM and CRESCENT additional analysis reports from
promoting services.
* Develop project related Executive Summary for mail-out/distribution.
* Plan marketing campaign matching MILLENIUM to CRESCENT'S proprietary
contact base and other investment prospects/sources anchored by Internet
presence.
* Develop comprehensive press list based upon trade and institutional
investment related publications.
* Create list of project specific publications and electronic advertising
sources for print and Internet.
* Distribute press releases in hard copy and over the Internet (company
initiated only).
* Implement print media articles and advertising (company initiated only).
* Design print ads for trade and investment related publications.
* Maintain Website Optimization and Analization.
Optional Project Activities: These ancillary projects can be provided at
MILLENIUM'S discretion and cost.
* Conduct road shows, with direct MILLENIUM participation, in cities targeted
because of MILLENIUM'S institutional investor contact base.
* Design and Coordinate Trade Booths
* Attend trade shows and conferences.
* Hold press/analysts seminars for institutional investors and investment
managers.
* Develop investor relations section on MILLENIUM'S website.
* Develop project related web pages.
* Write media alerts and press releases to continuously generate press
relating to MILLENIUM and its stock performance, emphasizing both standard
and Internet dissemination (company initiated only).
* Plan and implement direct mail campaign to CRESCENT contact base and
MILLENIUM related contacts with follow-up telephone sales contact.
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