INDEPENDENT CONTRACTOR AGREEMENT
This
Independent Contractor
Agreement
("Agreement") is made and effective
this 1st day of November 2005, by and between Roger Charles Davis
("Consultant")
and Entertainment Is Us, Inc., a Delaware corporation
("Company")
WHEREAS, the Company engaged Consultant to perform certain services
for the
Company, pursuant to the terms and conditions stated in this
Agreement, and
WHEREAS, Consultant performed certain services for Company,
pursuant to the
terms and conditions stated herein.
NOW,
THEREFORE,
in consideration of
the foregoing and the mutual promises
and covenants herein contained, the parties agreed as follows:
1. Services
to be Performed.
Company desires that Consultant perform, and
Consultant agrees to
perform the
following services for the Company in the
indicated capacities:
o Actively
attempt to locate a
suitable merger
candidate as well as analyze
and
perform proper due diligence functions through consummation of such
transaction. In the
event that Company identifies such a candidate,
Consultant shall
assist Company in the foregoing functions, at no
additional expense to
the Company,
in order to
consummate
such merger.
Consultant shall
spend no less
than 15 hours per
month performing the
duties enumerated herein.
2.
Consultant's
Performance. All work
done by Consultant shall be of the
highest professional
standard and shall be
performed to Company's
reasonable
satisfaction.
3. Status.
Consultant's
status under this
Agreement shall be that of an
independent
consultant, and
not that of an agent or employee. Consultant
warrants and represents that he has complied with all
federal, state and
local
laws regarding
business permits and licenses that may be required for him
to
perform the work as set forth in this Agreement.
4. Terms of
Compensation. In the event Consultant successfully performs all
services found
in Section 1 of this Agreement, Company shall compensate
Consultant by
issuing him Four Million (4,000,000) shares of common stock
("Shares"). Within 30
days after the completion of such a merger, including the
filing of a current
report on Form 8-K with the United States Securities and
Exchange Commission
with the required financial statements, the Company shall
file a registration
statement on Form S-8 and the Consultant shall have the
right to register the Shares pursuant to that registration
statement or if
such
form of registration
statement is no longer available to Consultant as a result
of the adoption of new laws with respect to such form.
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5.
Reimbursement of
Expenses. Company
shall reimburse Consultant for
reasonable monthly
expenses provided the
expenses are documented in writing by
Consultant to the satisfaction of the Company.
6.
Termination. This
Agreement may be terminated at anytime by Consultant
during the term hereof with 90 days written notice. Further, this Agreement may
be terminated by the
Company for Cause (as that term is defined below) with 90
days written notice.
In the event Company
dismisses Consultant
for Cause then
Company's obligations
to Consultant shall be limited to the compensation earned
up to the date of Consultant's termination for Cause.
(a)
Definition of Cause.
"Cause" shall mean:
(i) any
action by Consultant which constitutes dishonesty
relating to Company, a
willful violation
of law (other than
traffic
offenses and similar minor offenses) or a fraud against
Company;
(ii)
Consultant is charged b
