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Exhibit
3.8
FINANCIAL ADVISORY AGREEMENT
This Agreement is made
and entered into as of the March 28, 2008, by and between Carlton
Capital Inc. (“CCI”) and Paradise Music &
Entertainment, Inc. (the “Company”).
In consideration of the mutual promises made herein and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
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1. |
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Purpose: The Company hereby engages CCI for the
term specified in Paragraph 2 hereof to render consulting to the
Company as Consultant relating to financial and similar matters
upon the terms and conditions set forth herein. |
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2. |
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Term: Except as otherwise specified in paragraph
4 hereof, this Agreement shall be effective from March 31, 2008 to
March 31, 2009. |
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3. |
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Duties of CCI: During the term of this Agreement,
CCI shall provide the Company with such regular and customary
financial consulting as is reasonably requested by the Company,
provided that CCI shall not be required to undertake duties not
reasonably within the scope of this Agreement. It is understood and
acknowledged by the parties that the value of CCI’s
consulting is not readily quantifiable, and that although CCI shall
be obligated to render the consulting contemplated by this
Agreement upon the reasonable request of the Company, in good
faith, CCI shall not be obligated to spend any specific amount of
time in so doing. CCI’s duties may include but will not
necessarily be limited to, providing recommendations concerning the
following matters: |
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Rendering consulting with regard to any of the following
corporate finance matters: |
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(i) Changes in the capitalization of the Company; |
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(ii) Changes in the Company’s corporate
structure; |
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(iii) Redistribution of shareholdings of the Company’s
stock; |
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(iv) Offerings of securities in public and private
transactions; |
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(v) Alternative uses of corporate assets; |
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(vi) Structure and use of debt; |
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(vii) Sales of stock by insiders pursuant to Rule 144 or
otherwise; |
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(viii) Counsel management with respect to listing on a National
Exchange; and |
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(ix) Strategic planning for the company. |
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b. |
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In addition to the foregoing, CCI agrees to furnish consulting
to the Company if requested in connection with (i) the acquisition
of and/or merger with other companies, the sale of the Company
itself, or any of its assets, subsidiaries or affiliates, or
similar type of transaction (hereinafter referred to as a
“Transaction”), and (ii) financings from financial
institutions, including but not limited to lines of credit,
performance bonds, letters of credit, loans or other financings
(hereinafter referred to as a “institutional
financing”). |
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c. |
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Compensation: In consideration for the consulting
services rendered by CCI to the Company pursuant to this Agreement
(and in addition to the expenses provided for in Paragraph 5
hereof) the Company agrees to pay CCI Compensation of Ten Thousand
Shares of the Company’s Series C Preferred Stock which
converts at 1 to 100 into One Million shares of Common Stock. The
Stock shall be issued in the name of CCI or as directed by an
officer of CCI and shall be delivered within seven
days. |
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Liability of CCI: The Company acknowledges that
all opinions and consulting, written or oral, given by CCI to the
Company in connection with CCI’s engagement are intended
solely for the benefit and use of the Company in considering the
transaction to which they relate, and the Company agrees that no
person or entity other than the Company shall be entitled to make
use of or rely upon the consulting of CCI to be given hereunder,
and no such opinion or advice shall be used for any other purpose
or reproduced, disseminated, quoted or referred to at any time, in
any manner or for any purpose, nor may the company make any public
references to CCI, or use CCI’s name in any annual reports or
any other reports or releases of the Company without CCI’s
prior written consent. CCI’s maximum liability shall not
exceed the cash compensation received from the Company. |
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5. |
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CCI’s Services to Others: The Company
acknowledges that CCI or its affiliates are in the business of
providing financial services and consulting to others. Nothing
herein contained shall be co |
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