Final Agreement - Private Media Group Inc., Danny Cook and Qamilla Carlsson
FINAL AGREEMENT
This Letter of Understanding is entered into on the 22/nd/ day of March,
1999, by and between Private Media Group, Inc. ("Private") and Danny Cook
("Cook") and Qamilla ("Carlsson") (Cook and Carlsson collectively "Designers").
WHEREAS, Private and Designers, on May 5, 1998, entered into a Letter of
Understanding which provided generally that the Parties would form a corporation
to be known as Private Circle, Inc. ("PCI"), that Private would contribute
$115,000 to the capital of PCI, that Designers would contribute the assets of DQ
Collections and Zapata Clothing to the capital of PCI if PCI paid $15,000 to
Designers, that ownership of PCI would be 80% to Private and 20% to Designers,
and that Private would issue to each of Designers 7,500 common stock purchase
warrants at $10.00 per share; and
WHEREAS, said Letter of Understanding was to expire on July 13, 1998, if
no formal agreement had been reached; and
WHEREAS, said Letter of Understanding was extended first to October 1,
1998, and then to December 31, 1998; and
WHEREAS, no formal agreement has been reached to date and the May 5/th/,
1998, Letter of Understanding has expired on its own terms; and
WHEREAS, the $115,000 capital was never contributed to PCI and no stock was
issued to the Parties, however, approximately $450,000 has been loaned to PCI by
Private through its subsidiaries and $15,000 was paid to Designers for the DQ
Collections and Zapata Clothing assets; and
WHEREAS, the Parties desire to enter into a new agreement for PCI with some
of the terms contained in the May 5/th/, 1998, Letter of Understanding, and some
new terms;
NOW, THEREFORE, the Parties agree as follows:
1. The Parties acknowledge:
a. that PCI was formed on June 2, 1998;
b. that Danny Cook was appointed President, Secretary and Treasurer of
PCI;
c. that no capital stock of PCI was ever issued;
d. that $15,000 was paid to Designers towards the purchase of the DQ
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Collections and Zapata Clothing assets;
e. that PCI has borrowed approximately $450,000 from Private through
its subsidiaries; and
f. that Designers have received from PCI agreed upon salaries or
consulting fees since approximately May 5, 1998.
2. Because the amount loaned by Private is far in excess of its
anticipated capital contribution of $115,000, Private wishes to
restructure Designers' originally proposed equity interests, salaries,
and consulting fee arrangements, and profit sharing arrangement in the
following manner:
a. PCI will be 100% owned by Private, or one of its subsidiaries;
b. PCI will enter into written employment or consulting agreements,
acceptable to Designers, which shall have a length of two (2)
years, monthly compensation of $4,000, and normal employment
benefits (such as health insurance, vacation pay, etc);
c. In addition, each of Designers shall be entitled to an annual bonus
equal to 5% of the net profits before taxes and an additional bonus
of 5% of net profits before taxes for each year in which the ratio
of net profits before taxes divided by sales is over 10%;
d. Private will issue to each Designer warrants to purchase up to
7,500 shares of the common stock of Private at $10.00 per share at
any time before October 1, 2000; said shares to be "investment
shares" as the term is normally understood under the Securities Act
of 1933, and each Designer will be enrolled in the Private
Employees Option Plan at the management level-Class A;
e. Cook will continue to act as President of PCI and Secretary and/or
Treasurer, if needed; and
f. During the aforementioned period of employment, and all extensions
thereto, Designers will continue to manage the day-to-day
activities of PCI, and Designers shall retain 100% control over
design and creative issue, and no garment shall bear the PCI logo
unless it is designed or approved of by Designers.
3. Designers, and each of them, accept and agree to the above-terms,
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subject to approval of the employment and/or consulting agreements
to be provided [to Designers].
4. This Agreement shall be governed by the State of Nevada, and all
Parties agree that any dispute hereunder shall be settled by
arbitration in, or litigation before any Court of competent
jurisdiction in the State of Nevada.
Dated: _______________________ Private Media Group, Inc.
By:_______________________
Berth Milton, President
Dated: ________________________ __________________________
Danny Cook
Dated: _______________________ __________________________
Qamilla Carlsson
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