INDEPENDENT CONTRACTOR AGREEMENT
This INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is made and
entered into as
of this 16th day of August 2004 (the Effective Date) by and
between: TAG
Entertainment, Inc., a California corporation having its principle
place of
business at 4130 Cahuenga Blvd., 2nd floor, Universal City,
California 91602
("TAG"); and (ii) Raymond J. Skiptunis, an individual having its
principle place
of residence at 4133 Demoline Circle, Las Vegas, Nevada ("RJS")
with each of TAG
and RJS being a Party; and collectively, the Parties with reference
to the
following:
WHEREAS. TAG is a California corporation.
WHEREAS, RJS is a consultant offering advisor,' services in the
areas
of general corporate matters, investment banking, accounting,
mergers,
acquisitions, financing, investor relations;
WHEREAS, TAG and RJS wish to formalize their current relationship
whereby RJS will assist TAG in its' strategic plan to merge in to a
public
company ("public shell") including the transitioning of the company
from private
to public, assist in the public trading of the stock and assist the
company in
general corporate matters.
NOW, THEREFORE, it is further hereby understood and agreed:
1. ENGAGEMENT OF RJS.
Services. TAG hereby engages RJS, and RJS hereby agrees to be
engaged by TAG, as
an independent contractor to perform on TAG's behalf general
corporate
consulting services including advising and assisting with the
merger of TAG into
a public company including the transitioning of the company from
private to
public, listing of the company's stock on a United States Exchange,
the
structure and formation of the capitalization of the company,
assisting in
sourcing and securing market makers for the publicly traded entity,
along with
such other corporate advisory services as may be assigned to RJS by
TAG from
time to time (collectively, the Services) in accordance with all of
the terms
and conditions hereof. During RJS's engagement by TAG, RJS shall
perform the
Services according to TAG's general instructions and under TAG's
general
direction, oral or written, and shall dedicate RJS time and
resources to such
performance as may be commensurate with such Services.
2. INDEPENDENT CONTRACTOR STATUS.
The sole relationship between TAG and RJS shall be that of
independent
contractors. RJS shall be exempt from tax withholding and shall be
solely liable
for the payment of all income, self-employment, and other taxes
assessed on PJS
or otherwise arising from RJS's performance of Services for TAG.
RJS shall
receive no overtime pay, insurance, paid vacation, or similar
fringe benefits
from TAG. unless specifically indicated and agreed to.
3. COMPENSATION.
a) Cash and Equity: For Services rendered by RJS, RJS shall be paid
a monthly
fee of $10,000.00 payable in advance upon signing of this
agreement. Thereafter,
the monthly fee will be payable on the 15th of each month, for a
period of one
year. TAG also agrees to pay RJS a performance bonus as follows:
upon the
successful completion of a capital raise up to US $5.0 million TAG
will pay to
RJS a cash bonus of 2%, and on cash raises in excess of US$5.0
million TAG will
pay RJS a 1% cash bonus. In addition, TAG will issue to RJS 200,000
(two hundred
thousand) options of TAG's publicly traded stock, vesting as
follows: 100,000
immediately, and 100,000 one year from the date of this agreement,
with a strike
price of $0.20 and a cashless exercise provision, and "piggyback"
registration
rights on the 200,000 shares.
4. EXPENSES.
TAG shall reimburse RJS for expenses incurred by RJS directly in
furtherance of
RJS's performance of Services provided that any such expenses, in
excess of
$200.00, shall first be: (i) approved by TAG in advance of their
expenditure in
TAG's sole and absolute discretion; and (ii) set forth on RJS's
invoice
applicable to the period in which such expenses are made by RJS.
5. INTELLECTUAL PROPERTY PROTECTION AND OWNERSHIP.
Confidential Information. The Parties acknowledge and agree that
during RJS's
performance of Services, RJS and TAG may be exposed to information
relating to
the other that is not generally known by third parties, including
without
limitation information regarding RJS's and/or TAG's business,
finances,
customers, employees, technology, operations, products, and plans,
whether or
not designated by such applicable party as being proprietary or
confidential
(collectively, Confidential Information). Such disclosing party
shall retain
full ownership of all Confidential Information, and nothing herein
shall be
construed as a license, transfer, or assignment of any Confidential
Information
to the disclosee. Disclosee shall use Confidential Information
solely as may be
strictly necessary to further its performance of Services and for
no other
purposes whatsoever. Each party shall to the very best of its
ability strictly
maintain the confidentiality and proprietary nature of Confidential
Information
using the highest possible degree of ca
