EXHIBIT 6.36
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made as of this 19th day of
November 1999, by and between Total Film Group (the "Company") and JBRG
Consultants.
NOW, THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledge, the parties hereto agree as follows:
1. Engagement. The Company hereby engages JBRG Consultants as an
independent contractor and consultant to provide financial services to
the Company, and JBRG Consultants has agreed to provide these services
to the Company, subject to the terms and conditions described in this
Agreement JBRG Consultants is not a broker dealer as defined under
federal or state law and will not provide any services requiring
registration as such.
2. Term. The term of this Agreement shall commence on 19th November 1999
and run until terminated at the discretion of either party to this
agreement. The Agreement may be terminated by the Company immediately
upon notice in the case of the commission of and act of actual fraud by
JBRG Consultants in the course of its activities hereunder or the
declaration of bankruptcy by JBRG Consultants. JBRG Consultants may
terminate the Agreement immediately upon notice in the case of
commission of an act of actual fraud by the Company or the declaration
of bankruptcy by the Company. Termination of this Agreement shall not
terminate any obligations that the parties may have under the Warrant
(as defined below).
3. Services. The services (the "Services") to be provided by JBRG
Consultants shall consist of an equity financing to be provided by ▇.▇.
▇▇▇▇▇▇ & Associates, Inc. and JBRG Consultants and it's investors.
4. Costs. The Company will be responsible for all of its costs and
expenses in regards to this transaction and JBRG Consultants shall
submit costs incurred to the Company for pre-approval prior to the
incursion of such costs on behalf of the Company.
5. Compensation for Services. The Company will pay JBRG Consultants a fee
in warrants and cash. Simultaneously with the funding of this
Agreement, in whole or in part, the Company will grant, execute and
deliver to JBRG Consultants the Warrant in the proper form as written
by Counsel for the Company and approved by JBRG Consultants. The cash
fee shall be 10% of the amount of the funds provided (subject to final
terms and conditions of the financing). The warrant fee shall also be
10% of the amount of the funds provided (subject to final terms and
conditions of the financing) and be issued at an exercise price of
$4.125 per warrant, good for three years from the execution of this
agreement. The warrants shall be considered as compensation for
services and will have priority registration tights and/or piggyback
registration rights as normally attach to compensation warrants.
6. Additional Obligations of the Company. The Company agrees that, in
connection with this agreement, it will indemnify JBRG Consultants from
all claims, liability, costs or other expenses incurred (including
reasonable attorneys' fees) by JBRG Consultants as a result of any
inaccurate or misleading information concerning the Company provided by
the Company or any of its officers or directors to JBRG Consultants or
as a result of any breach by the Company of any of the terms and
conditions of this Agreement or commission of acts illegal under
securities laws by the Company or its officers or directors.
7. Independent Contractor. JBRG Consultants is an independent contractor
responsible for compensation of its agents, employees and
representatives, as well as all applicable withholdings and taxes
(including unemployment compensation) and all workers compensation
insurance.
8. Assignment. The rights and obligations of each party to this agreement
may not be assigned without the prior written consent of the other
party.
9. Entire Agreement. This Agreement, together with the Warrant (provided
and prepared by the Company), contains the entire agreement of the
Company and JBRG Consultants and supersedes any prior agreements
between them. This Agreement may not be modified or extended except in
writing signed by both parties.
10. California Law. This agreement shall be governed by and constructed in
accordance with California law.
11. Arbitration and Waiver of Jury Trial. Any dispute based upon or arising
out of this letter agreement shall be subject to binding arbitration to
be held in Los Angeles County, California before a retired California
Superior Court judge. Judgment on the arbitrator's award shall be final
and binding, and may be entered in any competent court. As a practical
matter, by agreeing to arbitrate all parties are waiving jury trail.
12. Attorneys' Fees. The prevailing party in any arbitration or litigation
arising out of or relating to this letter agreement shall be entitled
to recover all attorneys' fees and all costs (whether or not such costs
arc recoverable pursuant to the California Code or Civil Procedure) as
may be incurred in connection with either obtaining or collecting any
judgment and/or arbitration award, in addition to any other relief to
which that party may be entitled.
13. Counterparts. This agreement may be executed in counterparts, each of
which when so executed shall be deemed to be original and all of which
taken together shall constitute on and the same Agreement.
14. Due Authority. By signing below, the signatories warrant that they have
the authority to execute this Agreement on behalf of the party
indicated and all actions necessary to authorize the execution of this
Agreement have been taken.
15. Not Exclusive. This agreement and the Other Agreements arc not
exclusive. JBRG Consultants may engage in activities of the type
contemplated hereunder with other firms and Company may engage in
activities of the type contemplated hereunder with other financial
firms.
16. Notices. All notices or other communications required hereunder shall
be in writing and addressed as follows.
If to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇: If to Company:
▇.▇. ▇▇▇▇▇▇ & Associates, Inc. __________________________
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ __________________________
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ __________________________
Attention:________________
Either party may change the address for notifications and other communications
by notifying the other party in writing.
17. No Agency. Nothing herein shall cause JBRG Consultants or the Company
to be an agent, partner, joint venture or affiliate of the other.
18. Beneficiaries. Except as expressly provided for herein, no parties or
persons except the signatories and their affiliates, successors or
assigns, are beneficiaries of this Agreement.
19. Construction. If any provision of this Agreement shall be deemed void,
invalid or unenforceable for any reason, the remainder of the Agreement
shall remain valid and enforceable and the provision declared invalid
or unenforceable shall remain valid and enforceable to the extent
allowed by law and shall be enforced in accordance with the intent
of the parties, as expressed in this Agreement, to the fullest
extent allowed.
By execution below, the parties hereby enter this Agreement as of the date set
forth above
AGREED TO AND ACCEPTED:
JBRG Consultants Total Film Group
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By (signature): /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Printed Name: ▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇ Title: President