|
CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT (this Agreement") is made as of the 23rd
day of November, 2007 by and between Mega Media Group, Inc.,
("the Company"), a Nevada corporation and Ronn Torossian (the
"Consultant").
1.
The
Company is a publicly-traded company whose shares are quoted on the
OTC Bulletin Board under the symbol "MMDA". The Consultant will
provide certain marketing and branding consultation services (the
"Consulting Services") to the Company for a period of two (2) years
(the "Term") following the date of this Agreement. Such Consulting
Services will be provided to Company on a non-exclusive, but
priority, basis. The Consultant shall use the Consultant's best
efforts to assist the Company by providing the Consulting
Services.
2. In
exchange for providing the Consulting Services to Company, the
Consultant shall receive three million (3,000,000) restricted
shares of Company's common stock, par value $.001 (the "Shares")
and shall hold the title of Executive Marketing Director for
Company, or such other comparable title asmutually agreed upon by
the parties. The Shares will be issued to Consultant within seven
(7) business days following the execution of this Agreement and
registration of the shares will occur assoon as practicable in
Company's discretion. After the earlier of (i) the date upon which
the Shares become eligible for trading as a result of effectiveness
of a registration statement, or (ii) expiration of any applicable
holding period imposed by the SEC or other regulatory restriction
period relating to the Shares (the earliest of each such date is
sometimes referred to herein as a "Trading Date"), up to twenty
five percent (25%) of the aggregate free-trading Shares may be sold
by Consultant during each full three (3) calendar month period
following Trading Date (but no more than 25% of such free-trading
Shares during each such 3 month period). In the event Consultant
shall fail to provide reasonable Consulting Services as
contemplated herein for a period of more than sixty (60)
consecutive days or resigns from his position as Executive
Marketing Director for Company, such event shall be considered a
Termination Event hereunder. In the event of a Termination Event
prior to the expiration of the full Term hereunder, Consultant
shall forfeit a prorata portion of his Shares, and such Shares
shall automatically be returned to Company by this instrument. The
Shares to be retained by Consultant in the event of a Termination
Event shall be determined by multiplying the figure 3,000,000 by a
fraction, the numerator of which is the number of days that the
Consulting Services were actually rendered by Consultant before the
Termination Event and the denominator of which is the number of
days comprising the full Term.
3.
Consultant
shall have the status of an independent contractor hereunder.
Consultant understands and agrees that Consultant is not an
employee of the Company or any parent, subsidiary or affiliates of
the Company and Consultant covenants and agrees that Consultant
will make no claim, contention or argument that Consultant is or
ever was an employee
of the Company or any of its parents, subsidiaries or
affiliates. Company shall have the right to publicize Consultant's
involvement with
Company as its Executive Marketing Director, or such other
comparable title as mutually agreed upon by the
parties.
4.
The
Consultant shall not be liable for any mistakes of fact, errors of
j
|
