EXHIBIT 10.3
To: Rick Ducommun
Re: Contract, Consultant- Director of Project Development
Two-Year Agreement Stock Compensation- 300,000 Shares Free Trading
Stock Disbursement Schedule:
o 50,000 S-8 shares six months
o 50,000 S-8 shares at 6 month intervals until 200,000 shares have
been transferred
o As soon as administratively possible, after the company signs a
contract with Mr. Ducommun, 100,000 Rule 144 Restricted shares will
be placed into a trust, which upon completion of two years of
satisfactory performance, the stock trust will then be transferred
to Mr. Ducommun free trading.
1) Mr. Ducommun agrees to disburse the Rule 144 Restricted stock
over a six-month period in cooperation with the company.
Example: Approximately 33,000 shares every 45 days.
o If this contract is terminated by mutual agreement, the stock trust
and S-8 shares will be pro-rated by 100% percentage calculation and
transferred to Mr. Ducommun within 30 days of the termination.
o The company will also pay Mr. Ducommun fair market value, in cash
for all content in which he acts, writes, directs or performs other
services for the company.
Job Description:
o Consult or assist in the development of projects for the company. To
help in evaluating all projects the company will be or contemplate
being involved in.
o In addition, Mr. Ducommun will be authorized to arrange loans for
the company. The investment instrument to be use is the convertible
debenture. The discount to be given will set by the Operations
Department. Mr. Ducommun will be paid 10% of all debentures he
arranges, immediately upon the completion of the debenture.
Key man Clause:
o Stereo Vision Entertainment, Inc. agrees that during the term of the
contract, Jack Honour shall have the responsibility of personally
supervising communication, negotiations, or any other business
between Mr. Ducommun and the company.
o In the event Jack Honour shall cease to be active in the affairs of
Stereo Vision Entertainment, Inc. by reason of death, disability,
retirement or any other reason, Mr. Ducommun shall have the right to
terminate this contract.
o Such termination shall not effect any financial remuneration owing
Mr. Ducommun at the time of such termination.
Indemnity:
o Stereo Vision Entertainment, Inc. agrees to indemnify and hold
harmless Mr. Ducommun his employees, heirs, partners, assignees
including but not limited to his corporate entities, business
associates advisors, agents, attorneys, and their respective heirs,
employees et al from any liability, costs, or other responsibilities
with regard to their actions for or on behalf of the company.
o Stereo Vision Entertainment, Inc. agrees it will cover Mr. Ducommun
the same protection afforded officers and directors of the company
in the articles of incorporation of the company.
o Should this agreement terminate prior to the release of Rule 144
stocks, the company and its appropriate employees, directors or
officers will cooperate with Mr. Ducommun and /or his
representatives in facilitating the release of the stock.
Arbitration of disputes:
o Any and all disputes arising under or related to this contract shall
first be submitted to mediation. If not resolved it shall then be
submitted to and finally decided, by binding arbitration under
California law and under the commercial arbitration rules of the
American Arbitration Association in San Diego, California, and
judgment on any award entered therein shall be entered into any
court of competent jurisdiction over the party charged by such
award.
Assignment or transfer of rights:
o Either party may assign or transfer their rights under this
agreement to a third party with the permission of the other. Such
permission not be unreasonably withheld and such transfer not to
impede, alter or infringe on the rights of either party to this
agreement.
The parties agree to enter into a more detailed and formal agreement. However,
until that time this agreement shall represent the entire understanding between
the parties.
/s/ Rick Ducommun Date July 19, 1999
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Rick Ducommun
/s/ John Kookootsedes Date July 19, 1999
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John Kookootsedes, President
Kestrel Equity Corp. / Stereo Vision Entertainment, Inc.
