AGENCY AGREEMENT
THIS AGREEMENT dated as of November 17, 2005 between M Power Entertainment,
Inc., of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the "Principal") and ▇▇▇▇▇
▇▇▇▇▇▇▇, of Florida (the "Agent").
IN CONSIDERATION of the mutual covenants and conditions hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Principal hereby appoints Agent as its agent for the purposes of
acquiring the stock of Spotlight Graphics, Inc., a Florida corporation, and
the land and building, as Principal instructs, and Agent does hereby accept
such appointment and agrees to act as such agent in accordance with the terms
and conditions of this agreement.
2. This Agreement shall be in effect as of the date set forth above.
Either party shall have the right to terminate this Agreement at any time upon
giving five (5) days notice, in writing to the other party.
3. Agent shall, on behalf of and at the direction of Principal:
a) Negotiate the acquisition of Spotlight Graphics, Inc., a Florida
corporation, and the land and building that it occupies as its present
location otherwise known as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
for a total purchase price of not more than four million dollars.
b) Treat all information and specifications regarding the
acquisition under this Agreement as confidential proprietary information of
Principal and use his best efforts to ensure against disclosure to third
parties;
c) Perform any and all other services and activities (including
negotiations relating thereto and payment therefore (A) reasonably ancillary
to any and all of the foregoing activities, or (B) agreed to in writing by and
between Principal and Agent.
4. As compensation for the services to be rendered by Agent under this
Agreement, Principal shall pay to Agent 1% of the cash value of the
transaction in MPWE common stock.
5. Normal out-of-pocket expenses such as travel are to be borne by
Agent; however, at Principal's sole discretion and where agreed to in writing,
Principal will bear the cost of such expenses.
6. Agent shall have no authority to bind Principal except upon written
order or authorization by Principal. It is further understood that Agent
shall at all times during the continuance of this Agreement use its best
efforts to protect the interests of Principal in the even of claims by and on
behalf of, or against, Principal.
7. The relationship hereby created is not exclusive and that Agent
hereby certifies that it has no ownership, financial interest in, or any
control of, the acquisition sought hereunder and that no part of any payments
under this Agreement shall inure to the benefit of any such agency or other
party. No part of any payment made directly from Principal to an agency,
other party or their respective agents will inure to the benefit of Agent
either through rebate, offset, or other means and Agent will receive no
financial benefit, in any form, from such parties attributable to the
transactions covered by this Agreement.
8. At all times, during the term of this Agreement, Agent shall maintain
complete and accurate books and records with respect to its services
hereunder, including, but not limited to, copies of Principal's orders, copies
of Agent's orders and confirmations thereof, together with invoices and
supporting documentation, all shipping and payment documents, records of
Agent's approval of vendor invoices. Principal shall have the right to
inspect and/or obtain copies of Agent's books and records with respect to
Agent's services pursuant to this Agreement.
9. This Agreement shall, in all respects, be interpreted, construed and
governed by the laws of the State of Texas.
10. This Agreement sets forth all prior terms, conditions and agreements
under which the parties hereto have operated beginning from that date. Any
other agreement between the parties hereto pertaining to the same subject
matter is hereby superseded and terminated.
11. This Agreement sets forth the entire agreement between the parties
relating to the subject matter hereof and stands in the place of any previous
agreement, whether oral or in writing. The parties agree that no amendment to
this Agreement shall be binding upon the parties unless it is in writing and
executed by both parties.
12. This Agreement shall enure to the benefit of and be binding upon the
respective heirs, executors, administrators and assigns of each of the parties
hereto.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as
of the date first above written.
Principal:
M Power Entertainment, Inc.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CEO
Agent
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
____________________________________
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