Exhibit 10.56
April 4, 2007
CONSULTING
AGREEMENT
THIS CONSULTING
AGREEMENT (the “Agreement”) is
made and entered into effective the 4 th
day of
April, 2007 by and between CRG Partners, Inc. (the
“Consultant”), whose principal place of business is 12
Hopping Lane, Florham Park, NJ 07932, and Public Media Works Inc.
(the “Client”), whose principal place of business is
14759 Oxnard Street, Van Nuys, CA 91411.
WHEREAS , Consultant is in the business of providing
services for management consulting, business advisory, shareholder
information and public relations; and
WHEREAS , the Client deems it to be in its best interest
to retain Consultant to render to the Client such services as may
be needed; and
WHEREAS , Consultant is ready, willing and able to
render such consulting and advisory services to Client.
NOW THEREFORE
, in consideration of the mutual
promises and covenants set forth in this Agreement, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. 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 services provided by the Consultant are: Disseminate
an Overview Report on the Client Company by means of
“Targeted” E-Mail and conduct a marketing campaign to
new investors by posting the Overview Report and a company Profile
on the TheSubway.com website and at the Consultants discretion,
publicize news released by the Client Company. A
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 brokerage/dealer within the
meaning of the applicable state and federal securities laws. The
services of Consultant shall not be Exclusive nor shall Consultant
be required to render any specific number of hours or assign
specific personnel to the Client or its projects.
2. Independent Contractor .
Consultant agrees to perform its consulting duties hereto as an
independent contractor. Nothing contained herein shall be
considered to as creating an employer-employee relationship between
the parties to this Agreement. The Client shall not make social
security, worker’s compensation or unemployment insurance
payments on behalf of Consultant. 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. Rather, Consultant will use its best efforts and does
not promise results.
3. Time, Place and Manner of
Performance . The Consultant shall be available for advice and
counsel to the officers and directors of the Client as 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 at the sole discretion of the Consultant.
4. Term of Agreement . The
term of this Agreement shall be three months, commencing on the
date of this Agreement, subject to prior termination as hereinafter
provided.
5. Compensation . In
providing the foregoing services, Consultant shall be responsible
for all costs incurred except the Client will be responsible for
mailing out due diligence requests. Client shall pay
Consultant for its services hereunder as follows: to issue
three hundred thousand (300,000) shares of Client’s
restricted Rule 144 common stock to Consultant promptly upon
signing of this Agreement; to issue fifty thousand
(50,000) shares of Client’s restricted Rule 144 common
stock to Consultant on the first day of the second month of this
Agreement; and to issue fifty thousand (50,000) shares of
Client’s restricted Rule 144 common stock to Consultant on
the first day of the third month of this Agreement.
6. Late Payment . In the
event of late payment of any compensation due under this Agreement,
and in addition to the rights granted the Consultant under
paragraph 8 “Termination” of this Agreement, Consultant
may immediately remove Client’s company from thesubway.com
website until any arrears in compensation are brought
current. If the Client fails to pay any compensation due under
this Agreement, including any compensation due under paragraphs 5
and 11 hereof, then Consultant shall be entitled to recover from
the Client a dollar amount equal to the dollar value of any shares
due for compensation as provided in paragraph 5
“Compensation” of this Agreement.
7. Client’s Representations . The
Client represents that it is in compliance with all applicable
Securities and Exchange Commission reporting and accounting
requirements and all applicable requirements of the NASD or any
stock exchange. The Client further represents that it has not been
and is not the subject of any enforcement proceeding or injunction
by the Securities and Exchange Commission or any state securities
agency.
8. Termination .
(a) Consultant’s relationship
with the Client hereunder may be terminated for any reason
whatsoever, at any time, by Client, upon 3 days written prior
notice.
(b) This Agreement may be terminated
by either party upon giving written notice to the other party if
the other party is in default hereunder and such default is not
cured within fifteen (15) days of receipt of written notice of
such default.
(c) Consultant and Client shall have
the right and discretion to terminate this Agreement should the
other party in performing their duties hereunder, violate 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.
(d) In the event of any termination
hereunder all shares or funds due to or paid to the Consultant
through the date of termination shall be fully earned and
non-refundable and the parties shall have no further
responsibilities to each other except that the Client shall be
responsible to make any and all payments if any, due to the
Consultant through the date of the termination and the Consultant
shall be responsible to comply with the provisions of section 10
hereof.
9. Work Product . It is
agreed that all information and mater
