ex101.htm


     

    AGREEMENT

     

    


    


    This
Consulting and Strategic Support Services Agreement (the “Agreement”) is entered
into as of the10 th  day of February 2010, by and between Dragons Lair
Holding Corp. with its principal offices located at 100 Four Star Lane
Odenville, AL 35120 (the “Company”) and Private Resources, LLC with its
principal offices located at 218 Main Street Suite 164

    Setauket
NY 11733(“Consultant”).

    


    WHEREAS,
Company conducts business and related services at its principal office location,
and Consultant is a Wyoming corporation which is in the business of providing,
among other things, financial advisory, growth services, board advisory
assembly, brand recognition, market maker support, draft FINRA filing forms,
Press Release strategy, institutional debt and/or equity funding, aligning
specialist participation for superior exchanges and  general business
consulting services, and the parties wish to enter into a mutually beneficial
business relationship.

    


    NOW,
THEREFORE, in consideration of the mutual promises and covenants provided for
herein, the parties hereto agree as follows:

    


    
      	
              1.  

            	
              TERM/ENGAGEMENT  For
      a term of one year commencing on the date hereof, Consultant will provide
      the Company with general financial advisory, and related business
      consulting services in connection with growth, development and management
      of its business, including, but not limited to, providing the Company with
      introductions to foreign and domestic broker-dealers, financial
      institutions, attorneys, accountants, market makers, analysts, investment
      advisors, marketing personnel, and potential officers and director. Either
      party may cancel this Agreement on thirty (30) days prior written notice
      to the address provided above in the event of non-cured material breach of
      any term hereof. In the event the Company is in material breach of any
      provision hereof or prospective performance obligation with respect to the
      services contemplated hereunder, Consultant shall be entitled to retain
      any and all fees paid to date. This Agreement will be renewed on the
      one-year anniversary of the date hereof, this Agreement my only amended by
      the mutual written consent of both parties thirty (30) days prior to
      commencement.

            


    

     

    
      	
              2.  

            	
              FEES/EXPENSES
      In connection with this engagement, the Company will pay
      Consultant

            


    

    


    
      	
              a)  

            	
              2,000,000
      shares of restricted stock

            


    

    
      	
              b)  

            	
              lock
      up leak out provision that will last for 12 months with an agreed lock up
      leak out of no more than 10% of the previous months average daily
      volume.

            


    

    
      	
              c)  

            	
              Any
      direct funding caused by Consultant a fee will be paid by Company of
      3%.

            


    

    


     

     

    
      
        Initial
_______ Initial ________

         

      

      
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              3.  

            	
              CONFIDENTIALITY
      the parties acknowledge that they will have access to certain confidential
      and proprietary information of the other and that such information
      constitutes valuable, special and unique property of each. The parties
      further acknowledge and agree that they will not, at any time during or
      after the term hereof, in any fashion, form or manner, either directly or
      indirectly, divulge, disclose or communicate the terms and conditions of
      this Agreement or any information of any kind concerning matters affecting
      or relating to the business of the
other.

            


    

    


    
      	
              4.  

            	
              DUE
      DILIGENCE  The Company will provide Consultant with any and all
      due diligence files, materials, information and documentation reasonably
      requested to complete the assignment contemplated herein, including, but
      not limited to, shareholder information and records, all interim and
      annual public filings. It is expressly agreed and understood that the
      Company will timely provide Consultant with any future public filings,
      whether they be in the form of press releases or filings (including, but
      not limited to, filings with respect to the registration and possible sale
      of securities) with regulatory bodies from and after the date
      hereof.

            


    

    


    
      	
              5.  

            	
              MUTUAL
      INDEMNITY Each party hereby agrees to indemnify, defend and hold the
      other, and such other directors, officers, principals, employees, agents
      and affiliates and any employees thereof, harmless from and against any
      and all costs, losses, claims, demands and liabilities, including
      reasonable attorney’s fees and costs, which arise out of or relate to any
      breach by the other of any of the terms and conditions of this Agreement;
      any negligent or intentional wrongful act of the other or its principals,
      directors, officers, employees, representatives or agents, or any other
      act by the other or its principals, directors, officers, employees,
      representatives or agents outside the scope of this Agreement. The terms
      and conditions of this section shall survive termination of this
      Agreement.

            


    

    


    
      	
              6.  

            	
              REPRESENTATIONS
      AND WARRANTIES

               

            


    

    
      	
              a.  

            	
              The
      parties acknowledge their respective authority to enter into this
      Agreement and represent that there are no impediments whatsoever to the
      performance obligations provided for hereunder, including, but limited to,
      Company’s ability to deliver the Shares, as provided in section 2, above,
      without restriction.

            


    

    
      	
              b.  

            	
              The
      parties represent that they are not subject to any restriction that would
      prohibit them from entering into this Agreement, that each is fully able
      to perform as provided for hereunder, and that neither is restricted in
      any way from entering into or performing any of its obligations
      hereunder.

            


    

     

    
      	
              7.  

            	
              RIGHT
      OF FIRST REFUSAL In addition, during the exclusive Agency Period (as
      defined herein above). The Consultant shall have the right of first
      refusal to act as the Company’s placement agent with respect to any
      private placement or managing underwriter with respect to any public
      offering of the Company’s securities. Prior to proceeding with any such
      private placement or public offering the Company will provide Consultant
      with written notice of its intention to make such offering and shall
      afford Consultant a period of thirty(30)days from the date of receipt of
      such notice by Consultant for Consultant to determine to act as the
      placement agent, underwriter or principal investor. In the event
      Consultant fails to respond in writing in a timely manner the Company
      exercising its right of first refusal within such thirty (30) day period,
      the Company shall be free to pursue such offering without the services of
      Consultant. In the event the material terms of the proposed offering
      change subsequent to the issuance of a notice contemplated herein to
      Consultant, the Company shall be obligated to send a new notice offering
      Consultant the opportunity to participate in the revised offering in
      accordance with the foregoing notice procedures. Any such offering shall
      be upon such terms and conditions as Consultant and the Company shall
      agree to in writing prior to the commencement
  thereof.

            


    

     

     

     

    
      
        Initial
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              8.  

            	
              CHOICE
      OF LAW This Agreement and performance hereunder shall be construed and
      enforced, and all lawsuits, actions or proceedings arising out of or
      related hereto shall be conducted in accordance with the laws within the
      jurisdiction of the State of New
York.

            


    

    


    
      	
              9.  

            	
              MISCELLANEOUS

            


    

    
      	
              a.  

            	
              Exclusivity
      Nothing herein shall prevent Consultant from providing the same or similar
      services to any other individual or entity and nothing herein shall
      prevent the Company from engaging other parties, provided however, in the
      event the Company wishes to engage any individual entity to perform the
      same or similar services as described herein, it may only do so with prior
      written consent of Consultant.

            


    

    
      	
              b.  

            	
              Cooperation
      The parties recognize that certain disputes may arise with third parties,
      the resolution of which mat require the cooperation of the other,
      including, but not limits to, providing factual information and giving
      depositions and testimony. Accordingly, at all times during the term of
      this Agreement and after its termination, the parties agree to cooperate
      with the other to allow such party to advance its position with respect to
      such disputes or duties.

            


    

    
      	
              c.  

            	
              Commitments
      Binding Only upon Written Consent It is expressly understood and agreed
      that neither party shall not have the right to make any contracts or
      commitments for or on behalf of the other without prior written consent of
      the other.

            


    

    
      	
              d.  

            	
              Assignment
      This Agreement may not be assigned by either party without the prior
      written consent of the other party.

            


    

    


    


    


    


    
      
        Initial
_______ Initial ________

         

      

      
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              e.  

            	
              Entire
      Agreement This Agreement contains the entire agreement between the parties
      and may only be modified or amended in writing, by an authorized officer
      of each party.

            


    

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, each by an
authorized representative thereof, as of the date provided above.

    


    For
Private Resources, LLC.

     

     


    BY:  /s/  Paul
Giamoleo                             


    NAME: 
Paul Giarmoleo

    TITLE:  
CEO

     
 

    For:
Dragons Lair Holding Corp. aka 4 Star Realty Holdings, Inc.

     

    


    BY: /s/  
 Bobby Smith
Jr.                          


    NAME: 
Bobby Smith Jr.

    TITLE:  
President

     

    


     

     

    


     


    
      
        Initial
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