CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT (the "Agreement") is made and entered into this 9th day of
July, 2010 (the "Effective Date"), by and between ▇▇▇▇▇▇ Media Group, Inc., a
Delaware Corporation (the "Consultant"), whose principal place of business is
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ 7 54, and Natural Shrimp
Holdings, Inc. (the "Client"), whose principal place of business is ▇.▇. ▇▇▇
▇▇▇, ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
WHEREAS,
Consultant is in the business of providing management consulting and advisory
services; and
WHEREAS,
the Client deems it to be in its best interest to retain Consultant to render to
the Client management consulting and advisory services; and
WHEREAS,
Consultant is ready, willing and able to render, on a non-exclusive basis, such
management consulting and advisory services to the Client as hereinafter
described on the terms and conditions more fully set forth below.
NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth in
this Agreement, the receipt and sufficiency of which are acknowledged, the
parties hereto agree as follows:
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1.
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Consulting
Services. The Client hereby retains the Consultant as an
independent consultant to the Client and the Consultant hereby accepts and
agrees to such retention. The Consultant shall render to the Client the
services ("Services") set forth on Exhibit A,
attached hereto and incorporated herein. It is acknowledged and agreed by
the Client that Consultant carries no professional licenses, and is not
rendering legal advice or performing accounting services, nor acting as an
investment advisor or broker-dealer within the meaning of applicable state
and federal securities laws. It is further acknowledged and agreed by the
Client that the management consulting and advisory services to be provided
by the Consultant to the Client hereunder are not being rendered in
connection with the offer and sale of investment securities or investment
contracts or capital raising
activities.
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2.
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Independent
Contractor. Consultant agrees to perform the Services as an
independent contractor. Nothing contained herein shall be considered to
create the relationship of partnership, joint venture or employer-employee
between the parties to this Agreement. The Client shall not make social
security, worker's compensation or unemployment insurance payments on
behalf of Consultant. From time to time, Consultant may contract with
other entities to perform some of the duties of Consultant described in
Exhibit A
hereof or such other functions as Consultant in its sole discretion deems
appropriate or necessary, and may compensate such contractors with a
portion of the compensation described in Exhibit B
attached hereto.
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The
parties hereto acknowledge and agree that Consultant cannot guarantee the
results or effectiveness of any of the Services rendered or to be rendered by
Consultant hereunder. Consultant shall use its reasonable business efforts in
providing Services and Client assumes the entire risk as to the results and
performance of these Services.
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3.
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Time, Place and Manner
of Performance. The Consultant shall be available for advice and
counsel to the officers and directors of the Client at such reasonable and
convenient times and places as may be mutually agreed upon. Except as
aforesaid, the time, place and manner of performance of the Services
hereunder, including the amount of time to be allocated by the Consultant
to any specific service, shall be determined in the sole discretion of the
Consultant.
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4.
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Term of
Agreement. This Agreement shall commence only upon receipt by
Consultant of the compensation set forth on Exhibit B (the
"Fee") and unless earlier terminated pursuant to Section 6 below, shall
terminate six (6) months after the Effective
Date.
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5.
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Compensation.
In full consideration of the Services to be provided for the Client by the
Consultant, as fully set forth in Exhibit A, upon
execution of this Agreement, the Client shall compensate Consultant in the
manner set forth in Exhibit
B.
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6.
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Termination.
This Agreement shall terminate upon the date set forth in Paragraph 4
above or as set out
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below:
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a.
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Consultant's
relationship with the Client hereunder may be terminated at any time by
mutual written agreement of the parties
hereto.
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b.
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Without
excusing the Client's obligations under Section 5 hereinabove, which shall
continue to be effective, Consultant shall have the right and discretion
to terminate this Agreement if any of the following shall occur: (i)
Client violates any law, ordinance, permit or regulation of any
governmental entity, except for violations which either singularly or in
the aggregate do not have or will not have a material adverse effect on
the operations of the Client or fails to disclose such previous
violations; or (ii) Client does not meet the schedule of compensation as
set out in Exhibit B; or
(iii) a finding that Client has made material misrepresentations to
Consultant regarding Client's business or
management.
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c.
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Without
excusing the Consultant's obligations under Section 8 herein below, which
shall continue to be effective, the Client may terminate this Agreement
immediately upon written notice to Consultant if any of the following
shall occur:
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i.
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Any
breach of duty or habitual neglect of duty by Consultant in performing the
Services;
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ii.
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Any
material breach by Consultant of the obligations in Section 8;
or
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iii.
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Any
of the representations and warranties of the Consultant set forth in
Section 1 are or become untrue.
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7.
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Proprietary
Information. Consultant agrees that all reports, text and other
materials prepared by it at the direction of the Client in the course of
this engagement shall become the property of the Client. However, Client
agrees that all proprietary information, contacts, know-how and
methodology used by Consultant in order to perform its Services under this
Agreement are the property of the Consultant and that the Client will not
use such proprietary information, contacts, know-how and methodology for
any commercial or other use without reference to and prior written
permission by the Consultant. The obligations of Client hereunder shall
not apply to any information which (a) was in the public domain at the
time it was disclosed to Client; (b) enters the public domain other than
by breach of this Agreement by Client; (c) is known to Client at the time
of its disclosure to Client by Consultant; (d) is disclosed to Client by a
third party who has the right to do so; (e) is developed by Client
independently of any disclosure by Consultant hereunder; (f) is disclosed
by Consultant to a third party without the restrictions and obligations
imposed upon Client by this Agreement; or (g) is not identified as
material or considered proprietary or confidential at the time it is
provided.
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8.
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Confidentiality.
The Consultant recognizes and acknowledges that it has and will have
access to certain confidential information of the Client and its
affiliates that are valuable, special and unique assets and property of
the Client and such affiliates. The Consultant will not, during, the term
of this Agreement or at anytime thereafter, disclose, without the prior
written consent or authorization of the Client, any such information
identified by Client in writing as confidential information to any person,
except to authorized representatives of the Consultant or its affiliates,
for any reason or purpose whatsoever. The obligations of Consultant
hereunder shall not apply to any information which (a) was in the public
domain at the time it was disclosed to Consultant; (b) enters the public
domain other than by breach of this Agreement by Consultant; (c) is known
to Consultant at the time of its disclosure to Consultant by Client; (d)
is disclosed to Consultant by a third party who has the right to do so;
(e) is developed by Consultant independently of any disclosure by Client
hereunder; (f) is disclosed by Client to a third party without the
restrictions and obligations imposed upon Consultant by this Agreement; or
(g) is not identified as material or considered proprietary or
confidential at the time it is provided. This Section 8 shall survive
termination of this Agreement for any
reason.
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9.
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Accuracy of
Data. The Client recognizes and confirms that, in advising the
Client and in fulfilling its engagement hereunder, the Consultant will use
and rely on data, material and other information furnished to the
Consultant by the Client. The Client acknowledges and agrees that in
performing its Services under this engagement, the Consultant may rely
upon the accuracy, completeness or veracity of same. In addition, in the
performance of its Services, Consultant may look to others for such
factual information, economic advice and/or research and due diligence
upon which to base its Services to Client hereunder as the Consultant
shall in good ▇▇▇▇▇ ▇▇▇▇ appropriate.
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10.
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Client
Responsibility. The obligations of Consultant described in this
Agreement consist solely of the furnishing of information and advice to
and for the Client in the form of Services. In no event shall Consultant
be required by this Agreement to represent Client or make management
decisions for the Client. All decisions with respect to Services provided
to Client by Consultant or acts and omissions of the Client or any
affiliates and subsidiaries, agents and third party suppliers taken or
omitted with respect to Services, shall be those of the Client or such
affiliates and subsidiaries, agents and third party suppliers and
Consultant shall under no circumstances be liable for any expense incurred
or loss suffered by the Client as a consequence of such Services, acts or
omissions. Client is solely responsible for the content and/or quality of
any documents and commercial messages prepared by Consultant on Client's
behalf and Client expressly covenants that Client will not use the
Services for any misleading or fraudulent purpose including, but not
limited to, marketing of unlawful products or violations of securities
laws. Client acknowledges that Client is aware that the regulations and
laws regarding publication and dissemination of information may change
without notice, and that publication, distribution and dissemination of
documents or information by Consultant at the request of Client may be
subject to significant legal issues and risks. Client acknowledges that
Consultant has made no representations, promises or assurances to Client
in this regard, and Client has had the opportunity to consult with its own
legal counsel with respect to these issues. The parties acknowledge and
agree that Consultant shall have no indemnity obligations to Client unless
a separate written indemnity agreement is made and executed by the parties
concurrently with or subsequent to the date of this
Agreement.
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11.
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Indemnity. The
Client shall protect, defend, indemnify and hold Consultant and its
employees, advisors, officers and directors harmless from and against all
losses, liabilities, damages, judgments, claims, counterclaims, demands,
actions, proceedings, costs and expenses (including reasonable attorneys'
fees) of every kind and character resulting from or relating to or arising
out of (a) the inaccuracy, non-fulfillment or breach of any
representation, warranty, covenant or agreement made by the Client herein;
(b) any legal action, including any counterclaim, to the extent it is
based upon alleged facts that, if true, would constitute a breach of any
representation, warranty, covenant or agreement made by the Client herein;
(c) negligent actions or omissions of the Client or any employee or agent
of the Client, or any reckless or willful misconduct, occurring during the
term hereof with respect to any of the decisions made by the Client or (d)
any action or proceeding by any third party brought against Consultant and
based upon any disclosures made (or omission to disclose) by Client in any
public filings or otherwise, or based on a violation of any applicable law
by the Client, including but not limited to any applicable state or
federal securities laws.
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12.
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Notices. Any
notices required or permitted to be given under this Agreement shall be
sufficient if in writing and given by personal delivery, courier delivery,
facsimile copy (in which case proof of such notice shall be made by sworn
affidavit by the sender), or sent by registered or certified mail, postage
prepaid, to the principal office of each party as noted
below:
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Consultant:▇▇▇▇▇▇
Media Group, Inc.
▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇ ▇▇▇▇▇▇
Fax:
▇▇▇-▇▇▇-▇▇▇▇
E-mail:
▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Client:Natural
Shrimp Holdings, Inc.
▇.▇. ▇▇▇
▇▇▇
▇▇ ▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Fax:
▇▇▇-▇▇▇-▇▇▇▇
E-mail:
▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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13.
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Waiver of
Breach. Any waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by any
party.
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14.
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Assignment.
This Agreement and the rights and obligations of the Consultant hereunder
shall not be assignable to a third party without the written consent of
the Client, except as follows: Consultant
may
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EXHIBIT
"A"
Subject
to the terms of this Agreement including completion of Consultant's due
diligence and so long as no default by Client exists, the Consultant agrees to
provide the following Services to the Client (also referred to herein below as
the "Company"):
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1.
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The
Consultant shall provide consulting and advisory services to the Client as
an independent management consultant. The Consultant shall make itself
available to consult with the Board of Directors, officers, employees,
third party suppliers or representatives and agents of the Client at
reasonable times, and in mutually agreed upon locations concerning matters
pertaining to the overall business and marketing operations of the
Client.
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Consultant
will assist in the preparation of Services (approved by Client or Client's
designated agent) as may be further described in this Agreement. Client or its
designated agent will approve in writing in a timely manner all such Services
submitted to Client for approval prior to publication, distribution or other
public dissemination.
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2.
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In
particular, Consultant shall develop and facilitate the execution of a
financial communications and market awareness program for the Company that
may include a variety of media/marketing elements including but not
necessarily limited to e-mail distribution of public information including
research reports, expanded news release strategies, appropriate investment
newsletter/analyst coverage, web site exposure on ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, an affiliated
site:
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a. Monthly
distribution (or more frequently as appropriate information is available) of
public Company information, news releases and summaries of independent research
coverage to the Consultant's proprietary high net worth investor database of
approximately 750,000 individuals and 75,000 institutional investors including
fund managers, broker dealers, investment bankers and licensed retail
brokers.
Distribution
will be made primarily through the Consultant's affiliated publication entitled,
The Momentum Investor,
an on-line email news wire, and distributed as such public information is
made available.
b. Develop a
1-2-page Corporate Profile/Executive Summary that can be distributed to the
Consultant's proprietary investor database and posted to multiple Internet web
sites as appropriate.
c. Introduction
of Company to affiliated and non-affiliated investment newsletter editors, who
may develop independent analyses of micro and small-cap companies and publish
appropriate recommendations to their subscription and readership
audiences.
d. Development
and execution of an integrated digital strategy consisting of an Investment
Newsletter/Analyst E-Mail Shareholder Acquisition Program and On-line
Distribution of Independent Research report(s) designed to reinforce and enhance
results of the market awareness campaign.
e. Development
of a corporate "Investor's Information Kit" suitable for digital
downloading.
f. Placement
of Company research report(s) and banner ads on ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
and placement of banner ads in selected Investorslnsight
newsletters.
The
successful execution of the financial communications and market awareness
program is contingent upon (1) the Company listing and reporting as a public
company; (2) the Company maintaining a corporate web site with up-to-date,
accurate information which specifically includes a comprehensive, integrated
investor relations section; (3) the Company continuing an investor
relations/press relations news strategy that reports significant newsworthy
events; (4) Securing and maintaining appropriate independent third party
research coverage; and (5) the Company's timely preparation and filing of all
appropriate quarterly, annual and interim reports including financial results.
Client acknowledges that the absence of any of the foregoing contingencies could
have a material adverse effect on the successful execution of the Services.
Consultant will co-operate with and assist Client in connection with matters
that may arise as a result of the engagement of such service providers or
the
development
of said services. Client hereby agrees to hold Consultant harmless for all acts
or actions of any third party service providers.
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3.
COMPANY OBJECTIVES: The Client would like to develop and execute a
financial communications strategy that is intended to increase market
awareness of the Company's stock, which in turn may cause the stock to
experience greater trading volume, and may increase the number of
individual and institutional shareholders in the
Company.
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Therefore,
the Consultant will work with the Client to develop and implement a program
intended to assist the
Company
in achieving its objectives as stated above and, as such, Consultant hereby
proposes the following.
FINANCIAL COMMUNICATIONS AND
MARKET AWARENESS PROGRAM After receipt of payment for Services as noted
in Exhibit "B," Consultant shall:
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a.
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Execute the Financial
Communications and Market Awareness Strategy — Consultant
will
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execute
a six (6) month program strategy which is intended to help the Company
achieve its objectives as stated in Paragraph Three (3)
above.
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b.
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Implement an
Integrated Financial Communications and Market Awareness Program
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Consultant
will utilize such media channels, publishing strategies, marketing
elements and communications tools as referenced in Paragraph Two (2) above
and execute same through an integrated communications campaign as
Consultant reasonably believes are best suited for achieving the Company's
objectives.
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Consultant
will, to the best of its abilities, complete the Services within the Term of the
Agreement. Consultant will use its best efforts to achieve the Client's
objectives as set forth above but cannot guarantee success as a result of the
implementation of such Services.
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4.
Consultant will advise Client or Client's designated agent of any
and all requests received by the Consultantfor
corporate information packages, annual reports and other company
information in a timely
manner.
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5.
Consultant is NOT providing legal, accounting or investment banking advice
or services to the Client or to the Company under the terms of this
Agreement.
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CONSULTANT: CLIENT:
▇▇▇▇▇▇
MEDIA GROUP, INC.NATURAL SHRIMP HOLDINGS, INC.
By:/s/▇▇▇▇
▇▇▇▇▇▇ By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇
▇▇▇▇▇▇ Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:
President &
CEO Title:
President
assign
this Agreement to a successor corporation or affiliate, in which case the
assignee will assume all obligations under this Agreement as though it were the
Consultant.
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15.
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Mandatory
Arbitration. Any disputes arising out of the Agreement or related
to the performance under this Agreement shall be referred to and be
resolved solely through Arbitration. The parties consent to the
arbitration being administered and conducted in accordance with the rules
and regulations of the American Arbitration Association. . The
unsuccessful party shall bear the costs of the arbitration including
without limitation the reasonable costs of the successful party's attorney
fees. The parties agree that and intend that the results of the
arbitration shall be final and binding on, and non-appealable by, the
parties. Each party hereby waives recourse to the courts in lieu of
arbitration, save and except for the sole purpose of enforcement of any
arbitration award.
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16.
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Governing Laws.
This Agreement shall be governed by the laws of the State of
Texas.
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17.
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Severability.
All agreements and covenants contained herein are severable and in
the event any of them shall be held to be invalid by any court of
competent jurisdiction, then the Agreement shall be interpreted as if such
invalid agreements or covenants were not contained
herein.
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18.
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Entire
Agreement. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
prior understandings, agreements and negotiations between the
parties.
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19.
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Waiver and
Modification. Any waiver, alteration or modification of any of the
provisions of this Agreement shall be valid only if made in writing and
signed by the parties hereto. Each party hereto, from time-to-time, may
waive any of its rights hereunder without affecting a waiver with respect
to any subsequent occurrences or transactions
hereof.
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20.
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Succession.
This Agreement shall inure to and be binding upon the parties hereto and
their respective successors and
assigns.
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21.
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Counterpart and
Facsimile Signatures. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by
such party. Such facsimile copies shall constitute enforceable original
documents.
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IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement as of the day and year first above written.
CONSULTANT: CLIENT:
▇▇▇▇▇▇
MEDIA GROUP, INC.NATURAL SHRIMP HOLDINGS, INC.
By:/s/▇▇▇▇
▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇
▇▇▇▇▇▇ Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:
President &
CEO Title:
President
EXHIBIT
"B"
The
Client agrees to compensate the Consultant under this Agreement as listed below,
the following nonrefundable and non-ratable retainer of an aggregate US$60,000
and 240,000 shares of the Company's common stock, to be paid as
follows:
1. On or
before the Effective Date, the Client agrees to issue Consultant the sum of
240,000 shares of the Company's common stock to ▇▇▇▇ ▇. ▇▇▇▇▇▇ for partial
payment of Services as noted in Exhibit "A." The number of shares of common
stock will be adjusted for any stock splits or dividends prior to the time of
issue.
2. The cash
portion of the retainer shall be paid in tranches as follows:
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a.
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On
or before the Effective Date, the Client agrees to wire US$10,000 to the
Consultant.
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b.
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When
the Client has raised capital in the amount of US$250,000, US$20,000 will
become due and payable.
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c.
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When
the Client has raised capital in the amount of US$500,000, the final
US$30,000 shall become due and
payable.
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CONSULTANT: CLIENT:
▇▇▇▇▇▇
MEDIA GROUP, INC.NATURAL SHRIMP HOLDINGS, INC.
By:/s/▇▇▇▇
▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇
▇▇▇▇▇▇ Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:
President &
CEO Title:
President
Bank Wire
Instructions for ▇▇▇▇▇▇ Media Group, Inc
Reserved:
Issue
stock certificate in the name of ▇▇▇▇ ▇. ▇▇▇▇▇▇ Mail certificate
to:
▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ #▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇