Consulting Agreement
This Consulting Agreement (the " Consulting Agreement") made as of
January 17,2003 by and between RMN Consulting, LLC, 00 Xxxx Xxxxx Xxxx, Xxxxxx,
Xxx Xxxxxx 00000 (the "Consultant") and Phoenix Media Group, Ltd. With offices
at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx XX 00000 ("the Company").
WITNESSETH
WHERAS, the Company requires and will continue to require consulting
services relating to management, strategic planning, and marketing in connection
with its business; and
WHEREAS, the Consultant can provide the Company with strategic planning
and marketing consulting services and its desirous of performing such services
for the Company
WHEREAS, the Company wishes to induce the Consultant to provide these
services for the Company; and
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT
The Company hereby engages the Consultant and the Consultant agrees to
render services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM
The term of this Consulting Agreement begins as of the date hereof and
shall continue for a period of 12 months.
3. SERVICES
During the term of this Consulting Agreement, the Consultant shall
provide advice to and undertake for and consult with the Company
concerning management, marketing, consulting, strategic planning,
corporate organization and structure, and financial matters in
connection with the operation of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and
shall review and advise the Company regarding its overall progress,
needs and condition. The Consultant agrees to provide on a timely basis
the following enumerated services plus any additional services
contemplated thereby:
a. The implementation of short-range and long-term
strategic planning to fully develop and enhance the
Company's assets, resources, products and services;
b. The implementation of a marketing program to enable
the Company to broaden the markets and promote the
image of the company and its product and services;
c. Advise the Company relative to the recruitment and
emplouyment of key executives consistent with the
expansion of operations of the Company; and
d. The identification, evaluation, structuring,
negotiating and closing of joint venture, strategic
alliance, business acquisitions and advice with
regard to the ongoing managing and operating of such
acquisitions upon consummation thereof.
4. DUTIES OF THE COMPANY.
The Company shall provide the Consultant, on a regular and
timely basis, with all approved data and information about it,
its subsidiaries, its management, its products and services
and its operations as shall be reasonable requested by the
Consultant, and shall advise the Consultant of any facts which
would affect the accuracy of any data and information
previously supplied to the paragraph. The Company shall
promptly supply the Consultant with full and complete copies
of all financial reports, all fillings with all federal and
state securities agencies; with full and complete copies of
all stockholder reports; with all data and information
supplied by any financial analyst, and with all brochures or
other sales material relation to its products or services.
5. COMPENSATION.
The Company will pay to the Consultant 500,000 shares of
common stock, 100,000 shares of 144 restricted stock. 200,000
warrants exercisable at $ 0.50 for a term of 2 years 200,000
warrants exercisable at $ 1.00 for a term of 2 years as full
compensation for consulting services rendered. The shares to
be delivered to the Consultant hereunder shall be delivered
upon registration under the Securities Act of 1933 on Form
S-8. The Company shall use its best efforts to cause the
registration of the shares as soon as practicable after the
date hereof. Xxxxxxx Nitto will be issued the stock under this
Agreement.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to be making a continuing
representation of the accuracy of any and all fact, material
information and data which it supplies to the Consultant and
acknowledges its awareness that the Consultant will rely on
such continuing representation in disseminating such
information and otherwise performing its advisory functions.
The consultant, in the absence of notice in writing from the
company, will rely on the continuing accuracy of material,
information and data supplied by the Company. The Consultant
represents that it has knowledge of and is experience in
providing the aforementioned services.
7. MISCELLANEOUS.
Termination: This Agreement shall be terminated immediately
upon written notice for material breach of this agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject
matter hereof. This Consulting Agreement may be amended only
in writing and signed by both Parties.
Notices: All notices, requests, demands and other
communications called for or contemplated hereunder shall be
in writing, and shall be addressed to the Parties, their
successors in interests or their assignees at the addresses
set forth above or such other addresses as the Parties may
designate:
Waiver: Any waiver by either Party of a breach of any
provision of this Consulting Agreement shall not operate as or
be construed to be a waiver of any other breach of that
provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon
strict adherence to any term of this Consulting Agreement on
one or more occasions will not be considered a waiver or
deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting
Agreement.
Severability: If any provision of this Consulting Agreement is
invalid, illegal, or unenforceable, the balance of this
Consulting Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and
circumstances.
Disagreements: Any dispute or other disagreement arising from
or out of this Consulting Agreement shall be submitted to
arbitration under the rules of the American Arbitration
Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof.
California Law shall govern the interpretation and the
enforcement of this agreement as applied to residents of the
State of California in relation to contracts executed in and
to be performed solely within the State of California. In the
event any dispute is arbitrated, the prevailing Party (as
determined by the arbiter(s) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by
the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been
executed by the Parties as of the date first above written.
Phoenix Media Group, Ltd. Consultant
/s/ Xxx Xxxxx /s/ Xxxxxxx Nitto
Xxx Xxxxx Xxxxxxx Nitto
CEO President
