EXHIBIT 10.4
To: Rocco Urbisci
Re: Contract, Consultant- Director of Productions
Two-Year Agreement Stock Compensation- 200,000 Shares Free Trading
Stock Disbursement Schedule:
o 10,000 S-8 shares six months
o 10,000 S-8 shares at 6 month intervals until 40,000 shares have been
transferred
o As soon as administratively possible, after the company signs a
contract with Mr.Urbisci, 160,000 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. Urbisci free trading.
1) Mr. Urbisci agrees to disburse the Rule 144 Restricted stock
over a six-month period in cooperation with the company.
Example: Approximately 53,000 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. Urbisci within 30 days of the termination.
o The company will also pay Mr. Urbisci fair market value, in cash for
all content in which he acts, writes, directs or performs other
services for the company.
Job Description:
o To evaluate the feasibility of projects contemplated by the company
and to assess and advise the company on projects they choose to
enter into including budgets and schedules. To provide meaningful
consultation with respect to hiring crews, production companies,
staff and other aspects of producing the company's projects.
o In addition, Mr. Urbisci 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. Urbisci 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. Urbisci 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. Urbisci shall have the right to
terminate this contract.
o Such termination shall not effect any financial remuneration owing
Mr. Urbisci at the time of such termination.
Indemnity:
o Stereo Vision Entertainment, Inc. agrees to indemnify and hold
harmless Mr. Urbisci 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. Urbisci
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. Urbisci 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.
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/ Rocco Urbisci Date October 4, 1999
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Rocco Urbisci
/s/ John Kookootsedes Date October 4, 1999
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John Kookootsedes, President
Kestrel Equity Corp. / Stereo Vision Entertainment, Inc.
