exv10w1



 





Exhibit 10.1


CONSULTING
AGREEMENT




     This
Agreement is entered into as of July 28, 2004 (the
“Effective Date”), by and between NGTV
(“Company”) and Richard Abramson
(“Consultant”) with respect to the services of
Consultant (as more fully defined below) in connection with
exploitation of the Programs (as defined below) and the growth of the
business of the Company.


RECITALS:


A. Consultant was employed by
the Company pursuant to an Executive Employment Agreement dated as of
February 12, 2004 (the
“Employment Agreement”).


B. Consultant and the Company
have agreed to terminate the Employment Agreement concurrently with
the execution of this Agreement by Consultant and the Company.


C. The Company desires to
retain Consultant to provide certain services to the Company and
Consultant is willing to do so.


1. Term. Subject to
the terms and conditions of this Agreement, Company hereby agrees to
employ Consultant commencing on the Effective Date and continuing in
full force and effect for a period ending on February 11, 2006 (the
“Term”).


2. Services.



     2.1.
Scope of Services. During the Term, Consultant shall render
marketing and business consulting services for the Company in
connection with its marketing, advertising and similar promotional
activities with respect to the Programs (as defined below) as
reasonably requested by the Company from time to time (the
“Services”). Such Services shall include but not be limited
to:


          a.
Consulting with the Company and the Board of Directors on matters
regarding program direction and the business of the Company; and


          b.
Meeting
with other persons in the entertainment and music industry to market,
promote and publicize the business of the Company and the Programs.


          c.
The Company acknowledges that Consultant’s Services will be
rendered to the Company on a part-time basis and that Consultant
shall not be required to devote any specific amount of time to
performance of the Services. So long as Consultant provides the
Services and does not violate the covenants not to compete, solicit
or interfere set forth below, no activities of Consultant in regard
to other business interests which do not materially conflict with his
ability to perform the Services, shall be deemed a violation of this
Agreement. Consultant shall provide the Services at times and
locations within the City of  Los Angeles that are reasonably
acceptable to the Company and Consultant and at such other locations
as may be mutually agreed. Consultant shall devote such time as may
be reasonably necessary to perform his duties under this Agreement,
but shall not be required to devote any minimum amount of time or
report or perform his duties hereunder on a fixed or periodic basis.
Consultant shall report directly to and




Abramson
Consultant (7-27-04)




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at all times shall be subject to the reasonable direction of the
Company’s Board of Directors in the performance of his
duties.



     
2.2.     Professional Rendition of
Services. Consultant shall render the Services in a
reasonably, competent and professional manner.



     
2.3.     Definitions. Unless the
context otherwise requires, references to the business of the
“Company” shall include any future subsidiaries
or affiliates of the Company. “Programs” mean
uncensored music related, reality television programming and
uncensored entertainment based reality television programming
featuring celebrities and audio/visual recordings and other
audio/visual or written materials owned or duly licensed by the
Company and forming a material part of such programming, by
means of broadcast television, cable television, pay per view,
satellite broadcast and similar technology whether or not now in
existence, and the right to commercially exploit same in all
media and by any manner or means.



3.       Compensation.



     
3.1.     Company shall pay to EastWest
Resort Development Corporation a monthly compensation of twenty
thousand dollars ($20,000) on the first day of each month
beginning August 1, 2004, in exchange for Consultant’s
services. Consultant shall also be entitled to retain the right
to purchase 2,280,607 shares of the Company’s common
stock, at a price per share of $0.001 (the
“Option”) granted to Consultant pursuant to the
Stock Option Agreement dated as of February 12, 2004 (the
“Option Agreement”). Company and Consultant agree that
the Option Agreement is hereby amended as follows:






			
	 	  (a) 	
    In the first paragraph of the Option Agreement the words
    “Employment Agreement, dated as of February 12, 2004,
    by and between the Company and Optionee (“the
    “Employment Agreement”)” are hereby deleted and
    replaced with the following language: “Consulting
    Agreement, dated as of July 28, 2004, by and between the
    Company and Optionee (“the “Consulting
    Agreement”)”; and
	 
	 	  (b) 	
    all references to “Employment Agreement” in the Option
    Agreement are hereby revised to read “Consulting
    Agreement.”



     
3.2.     Reimbursement for
Expenses. Company shall reimburse Consultant for reasonable
and necessary business and entertainment expenses incurred by
him in connection with the performance of his duties hereunder
including, without limitation, expenses for business
development, business or first class travel, meals and first
class accommodations and related expenditures in accordance with
Company policies as amended from time to time. Consultant shall
submit to Company periodic statements of all expenses so
incurred. Subject to such audits as Company may deem necessary,
Company shall reimburse Consultant the full amount of any such
expenses advanced by him in the ordinary course of business. Any
and all frequent flyer miles accrued by Consultant for travel in
connection with Consultant’s employment with Company shall
be used at the sole discretion of Consultant.



4.       Termination.



     
4.1.     By Consultant Without Good
Reason. Consultant may terminate this agreement at any time
upon thirty (30) days advance written notice to the Company.



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4.2. By Company Without Cause. Company may terminate
Consultant’s employment under this Agreement at any time
without cause upon the vote or written consent of two-thirds of
the vote of the members of the Board of Directors, excluding
Consultant, if he is a Director at that time.



     
4.3. By Company For Cause. Company may terminate
this agreement at any time upon written notice to the Consultant
for cause, and shall include in the notice of termination the
grounds substantiating the for cause termination.



     
a. The occurrence of any one or more of the following
events shall be deemed grounds for termination for cause:






			
	(i)		
    Willful Breach. If Consultant (X) willfully commits a
    material breach of this Agreement or (Y) a material breach
    of any fiduciary duties owed to Company, which is not cured to
    the reasonable satisfaction of a majority of the Board of
    Directors (excluding Consultant if he is then a member of the
    Board) within thirty (30) days of written notice to Consultant.
	 
	(ii)		
    Wrongful Acts. If consultant is (X) convicted of a
    felony or any other serious crime, (Y) commits fraud, or
    (Z) is guilty of gross negligence in the performance of his
    duties.
	 
	(iii) 
		
    Disability. If Consultant is physically or mentally
    disabled (including but not limited to facial or other physical
    disfigurement which materially interferes with Consultant’s
    ability to render the Services) from the performance of a
    material portion of his duties for a continuous period of ninety
    (90) days or greater. If there should be a dispute between
    Company and Consultant as to Consultant’s physical or
    mental disability for purposes of this Agreement, the question
    shall be settled by the opinion of an impartial reputable
    physician or psychiatrist agreed upon by the parties or their
    representatives, or if the parties cannot agree within ten
    (10) days after a request for designation of such party,
    then a physician or psychiatrist designed by the Los Angeles
    County Medical Association. The certification of such physician
    or psychiatrist as to the questioned dispute shall be final and
    binding upon the parties.



     
4.4. By Consultant For Good Reason. Consultant may
terminate this Agreement at any time upon written notice to
Company for “Good Reason” and shall include in the
notice of termination the grounds substantiating the termination
for Good Reason. For purposes of this Agreement, “Good
Reason” shall mean a material breach by the Company of this
Agreement or the material representations and warranties forming
part of the Common Stock Purchase Agreement between the Company
and Richard Abramson LLC, a limited liability company wholly
owned by Consultant.



     
4.5. Effect of Termination. In the event of a
termination of this Agreement by Company for Cause or by
Consultant without Good Reason, any unvested Options shall
immediately expire. In the event of a termination of this
Agreement by Company without Cause or by Consultant for Good
Reason, any unvested Options shall immediately vest in full.



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5.     Confidentiality.



     
5.1     Maintain
Confidentiality. Consultant hereby acknowledges that, based
on Consultant’s past or current relationship with the
Company, Consultant has had access to and become acquainted with
the Confidential Information (as defined below). Consultant
hereby covenants and agrees that he shall not, in any fashion,
form or manner, unless previously and specifically consented to
in writing by the Company, either directly or indirectly use,
divulge, transmit or otherwise disclose or cause to be used,
divulged, transmitted or otherwise disclosed to any person,
firm, partnership, corporation or other entity now existing or
hereafter created, in any manner whatsoever (other than as
required by law), any Confidential Information of any kind,
nature or description. Consultant hereby further acknowledges
and agrees that the sale or unauthorized use, transmission or
other disclosure of any of the Confidential Information which is
in his possession constitutes unfair competition and Consultant
covenants and agrees that he shall not engage in any unfair
competition with the Company (collectively, the
“Confidentiality Covenants”). The foregoing
provisions shall not be construed to prevent Consultant from
making use of or disclosing information that (1) is or
becomes, at the time of disclosure, in the public domain;
(2) is known to Consultant prior to being disclosed by
Company to Consultant; (3) Consultant learns from sources
other than the Company from a person or entity under no duty
known to Consultant to keep such information confidential; and
(4) is required by law to be disclosed. The foregoing
provisions shall also not be construed as preventing Consultant
from reasonable and bona fide efforts to promote the Company and
otherwise provide the services hereunder for the benefit of the
Company.



     
5.2.     Third Party
Information. Consultant recognizes that Company has received
and in the future will receive confidential or proprietary
information from third parties subject to a duty on
Company’s part to maintain the confidentiality of such
information and to use such information only for certain limited
purposes. Consultant agrees to hold all such confidential or
proprietary information in confidence and not to intentionally
disclose it to any person, firm or corporation or to use it
except as necessary in carrying out his work for Company
consistent with Company’s agreement with such third party.
The foregoing provision shall not be construed to prevent
Consultant from making use of or disclosing information that:
(1) is or becomes, at the time of disclosure, in the public
domain; (2) is known to Consultant prior to being disclosed
by Company to Consultant; (3) Consultant learns from
sources other than the Company from a person or entity under no
duty known to Consultant to keep such information confidential;
and (4) is required by law to be disclosed.



     
5.3     Confidential
Information. “Confidential Information”
shall mean any information, matter or thing which, as to the
business of the Company, is of a secret, confidential or private
nature, whether or not so denominated, and which (i) is the
methods of operation of the business of the Company, or any of
its suppliers, customers, licensors, licensees; and
(ii) has material current value to the business of the
Company, or the unauthorized disclosure of which could be
materially detrimental to the business of the Company;
(iii) business matters known or available only to
management, such as (A) information concerning customers,
vendors and suppliers, including their names, addresses, credit
or financial status, buying or selling habits, practices or
requirements; (B) any arrangements or contracts that the
Company has or may have had with such parties; (C) the
marketing methods, plans and/or strategies of the Company for
business development; and (D) the terms of any contracts or
agreements the Company has entered into; and (iv) trade
secrets, know-how, formulae, innovations, inventions,
technologies



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devices, discoveries, techniques, formats, processes, methods,
specifications, designs, patterns, schematics, data, compilation of
information, test results and research and/or development projects
undertaken by the Company with regard to the Programs.


     5.4  
Return of Company Documents. Consultant agrees that, at the
time of termination of the Term for any reason, Consultant will
deliver to Company (and will not keep, recreate or deliver to anyone
else) any and all Confidential Information and all other documents,
materials, information or property belonging to Company, its
successors or assigns. Consultant further agrees that any property
situated on Company’s premises and owned by Company, including
disks and other storage media, filing cabinets or other work areas,
is subject to inspection by Company personnel at any time with or
without notice.


     5.5  
Obligations Survive Agreement. Consultant’s obligations
under this Section 5 shall survive the expiration or
termination of this Agreement for a period of five (5) years.


6.  
Non-Compete/Non-Solicitation.


     6.1  
Non-Compete. Consultant hereby covenants and agrees that
during the Term and for a period of one (1) year from the expiration
or termination of the Term (six [6] months in the
event that the Agreement is terminated by the Company without cause
or by Consultant for Good Reason), Consultant will not directly or
indirectly, whether with or through any person, firm, partnership,
corporation or other entity or venture now existing or hereafter
created, engage in, acquire an interest in (whether as an employee,
consultant, agent, proprietor, principal, partner, major stockholder,
corporate officer, director or otherwise), nor participate in the
financing, operation, management or control of any business which is
not owned by or affiliated with the Company and which is
substantially engaged in the development, production or distribution
of television programming which is the same or substantially the same
as the Programs (“a Competitor”).


     6.2  
Covenant Not to Solicit. Consultant hereby covenants and
agrees that during the Term and for a period of two (2) years from
the expiration or termination of the Term, Consultant shall not,
either directly or indirectly, whether with or through any person,
firm, partnership, corporation
or other entity or venture now existing or hereafter created, solicit
or employ, or attempt to solicit or employ, any person who is or has
been within the preceding twelve (12) months an officer, director,
partner, manager, agent employee or Consultant of the Company in a
manner which would interfere with their services provided to the
Company (the “Nonsolicitation Covenant”). Nothing in
this paragraph shall apply to any business dealings with Allan Brown,
Gene Simmons, Marvin Igelman, Andy DeFrancesco and/or Standard
Securities Capital Corporation and its affiliates.


     6.3  
Covenant Not to Interfere. Consultant hereby covenants and
agrees that during the Term and for a period of one (1) year from the
expiration or termination of the Term (six [6] months in
the event this Agreement is terminated by the Company without cause
or by Consultant for Good Reason). Consultant shall not solicit the
business of any person, firm or business entity which is or has been
a customer, client, contractor, joint venturer, supplier or vendor of
the Company if, either directly or indirectly, whether with or
through any person, firm, partnership, corporation or other entity
now existing or hereafter created, the solicitation is done:
(i) on behalf of, directly or indirectly, any Competitor of the
Company; or (ii) for the purpose of or with the reasonably
foreseeable effect of harming or adversely affecting the business or
operations of the Company (the “Noninterference
Covenant”). Nothing in this


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paragraph
shall apply to any business dealings with Allan Brown, Gene Simmons,
Marvin Igelman, Andy DeFrancesco and/or Standard Securities Capital
Corporation and its affiliates.



7.  Representations.
Warranties and Indemnity. Consultant represents and warrants to
Company as of the Effective Date and throughout the Term that
Consultant: (a) has the qualifications and ability to perform
the Services in a professional manner, without the advice, control or
supervision of the Company; and (b) has not right, title or
interest in the trademarks, service marks or domain names
“NG,” “NGTV” and “No Good TV” or to any
similar trademark, service mark or domain name relating to the
business of the Company.



8.  Abandonment:
No Obligation. Company may (at its sole discretion) abandon the
Programs at any time without further obligation to Consultant, except
to pay sums (if any) accrued but unpaid hereunder as of such
abandonment. Without limiting the foregoing, Company is not obligated
to use the Services of Consultant or to produce, distribute or exploit
the Programs or, if commenced, to continue the production,
distribution, or exploitation of the Programs in any manner, medium,
or territory. Regardless of whether or not Company elects to produce,
distribute and/or exploit the Programs (or to commence same), Company
is not obligated to use the Services in whole or in part of
Consultant.



9.  Independent
Contractor. Consultant’s status hereunder is that of an
independent contractor, and nothing herein contained shall be deemed
to create the status of employer and employee. Accordingly,
Consultant shall be responsible to timely pay all taxes and other
withholdings, deductions and payments required by law with respect to
Consultant’s services hereunder. Consultant agrees to indemnify
and hold Company harmless from and against any and all claims,
lawsuits or liabilities incurred by Company as a result of
Consultant’s failure to make such payments.



10.  Directors
and Officers’ Insurance. The Company shall use commercial
best efforts to provide at its expense Directors and Officers’
Insurance, in amounts, with coverages and with companies reasonably
acceptable to Consultant. The Company shall use commercial best
efforts to obtain at its expense liability insurance, including but
not limited to, coverage for advertising injury with a face amount,
net of deductibles of at least five million dollars ($5,000,000) from
a Company reasonably acceptable to Consultant, shall name Consultant
as an additional insured under such policy and provide Consultant
with a certificate of insurance evidencing same.



11.  Miscellaneous.



     11.1  Assignment.
The rights and obligations under this Agreement may not be assigned
or otherwise delegated by Consultant or the Company.



     11.2  Services
Unique. It is understood and agreed that Consultant’s
Services and the rights and privileges granted to Company, are of a
special, unique, unusual, extraordinary and intellectual character,
giving them a peculiar value. Since any breach of this Agreement by
Consultant may cause Company irreparable damage, Company shall be
entitled as a matter of right and without notice to Consultant to
seek equitable relief by way of injunction or otherwise in the event
of any material violation of the provisions of this Agreement, it
being understood that exercise of such right shall not constitute a
waiver of any other or additional rights at law or pursuant to the
terms of this Agreement which Company may have against Consultant as
a result of such breach.



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11.3     Successors and Assigns.
This Agreement shall bind and inure to the benefit of the
Company and its respective successors and assigns.



     
11.4     Notices. All notices,
demands and requests of any kind to be delivered to any party in
connection with this Agreement shall be in writing and shall be
deemed to have been duly given if personally delivered or if
sent by internationally-recognized overnight courier or by
registered or certified mail, return receipt requested and
postage repaid, addressed as follows:




	 	 	 
	
    
    if to the Company:

    	 	
    NGTV

    6310 San Vincente Boulevard, Suite 500,

    Los Angeles, California 90048

    Attention: Allan L. Brown
	
    
     

    	 	
     
	
    
    if to Consultant:

    	 	
    Richard Abramson

    1118 Hillcrest Road

    Beverly Hills, California 90210

    Facsimile: (310)281-0063
	
    
     

    	 	
     
	
    
    with a copy to:

    	 	
    Janvey, Gordon, Herlands, Randolph & Cox LLP

    355 Lexington Avenue,
    10th
    Floor

    New York, New York 10017

    Attention: William B. Randolph, Esq.

    Facsimile: (212)983-0772





or to such other address as the party to whom notice is to be
given may have furnished to the other parties to this Agreement
in writing in accordance with the provisions of this Section.
Any such notice or communication shall be deemed to have been
received (i) in the case of personal delivery, on the date
of such delivery, (ii) in the case of
internationally-recognized overnight courier, on the next
business day after the date when sent and (iii) in the case
of mailing, on the third business day following that on which
the piece of mail containing such communication is posted.




14.     Amendments. This
Agreement may not be modified or amended, or any of the
provisions of this Agreement waived, except by written agreement
of the Company and Consultant.




15     Governing Law: Waiver of Jury
Trial. All questions concerning the construction,
interpretation and validity of this Agreement shall be governed
by and construed and enforced in accordance with the domestic
laws of California without giving effect to any choice or
conflict of law provision or rule (whether in the State of
California or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State
of California. In furtherance of the foregoing, the internal law
of the State of California will control the interpretation and
construction of this Agreement, even if under such
jurisdiction’s choice of law or conflict of law analysis,
the substantive law of some other jurisdiction would ordinarily
or necessarily apply.



     
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT








 





		
	 	
    THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE
    LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
    OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO
    WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR
    PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES
    UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.






			
	 	16.	
    INDEMNIFICATION. The Company shall indemnify, defend and
    hold harmless Consultant against any and all claims or other
    liabilities (including reasonable attorney’s fees) arising
    out of the performance of the services by Consultant pursuant to the
    term of this Agreement, provided that such claims or other
    liabilities are not determined by a court of competent
    authority to have resulted from gross negligence, intentional
    misconduct, a knowing violation of law or conduct that
    Consultant did not believe was in the best interests of the
    Company. Company shall retain counsel (subject to
    Consultant’s approval as to choice of counsel, not to be
    unreasonably withheld), to defend against any claim covered by
    this paragraph. Consultant shall give prompt written notice to
    Company of any claim subject to indemnification and shall
    cooperate fully with the Company’s defense of such claim.
    Consultant will not settle, compromise or consent to the entry
    of judgment against him in any pending or threatened claim
    without the Company’s consent (which shall not be
    unreasonably withheld), unless such settlement compromise or
    release includes an unconditional general release of the Company
    from all liability arising out of such claim action proceeding
    or investigation. In the event the Company shall bear the cost
    of defense and/or payment of any claim purported to be covered
    by this paragraph and it is determined that such claim is not
    covered by this paragraph, Consultant shall promptly (within ten
    (10) days of notice and presentment of its invoice) reimburse
    Company for the cost of such defense and/or payment.
	 
	 	17.	
    Submission to Jurisdiction. Any legal action or
    proceeding with respect to this Agreement or the other Financing
    Documents must be brought in the courts of the State of
    California or the United States of America located in the City
    of Los Angeles, California and, by execution and delivery of
    this Agreement, the parties hereby accept for themselves and in
    respect to their property, generally and unconditionally, the
    jurisdiction of the aforesaid courts. The parties hereby
    irrevocably waives, in connection with any such action or
    proceeding, any objection, including, without limitation, any
    objection to the venue or based on the grounds of forum
    non-conveniens, which it may now or hereafter have to the
    bringing of any such action or proceeding in such respective
    jurisdictions. The parties hereby irrevocably consent to the
    service of process of any of the aforementioned courts in any
    such action or proceeding by the mailing of copies thereof by
    registered or certified mail, postage prepaid, to it at its
    address set forth herein.
	 
	 	18.	
    Severability. It is the desire and intent of the parties
    that the provisions of this Agreement be enforced to the fullest
    extent permissible under the law and public policies applied in
    each jurisdiction in which enforcement is sought. Accordingly,
    in the event that any provision of this Agreement would be held
    in any jurisdiction to be invalid, prohibited or unenforceable
    for any reason, such provision, as to such jurisdiction, shall
    be ineffective, without invalidating the remaining
    provisions of this Agreement or affecting the validity or
    enforceability of such provision in any jurisdiction.
    Notwithstanding the foregoing, if such provision could be more
    narrowly drawn so as not to be invalid, prohibited or
    unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly
    drawn, without invalidating the remaining provisions of



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this Agreement or affecting the validity or enforceability of
such provision in any other jurisdiction.




19.     Independence of Agreements,
Covenants, Representations and Warranties. All agreements
and covenants hereunder shall be given independent effect so
that if a certain action or condition constitutes a default
under a certain agreement or covenant, the fact that such action
or condition is permitted by another agreement or covenant shall
not affect the occurrence of such default, unless expressly
permitted under an exception to such covenant. In addition, all
representations and warranties hereunder shall be given
independent effect so that if a particular representation or
warranty proves to be incorrect or is breached, the fact that
another representation or warranty concerning the same or
similar subject matter is correct or is not breached will not
affect the incorrectness of or a breach of a representation and
warranty hereunder.




20.     Counterparts. This
Agreement may be executed in any number of counterparts, and
each such counterpart of this Agreement shall be deemed to be an
original instrument, but all such counterparts together shall
constitute one agreement. Facsimile counterpart signatures to
this Agreement shall be acceptable and binding in the same
manner as an original thereof.




21.     Headings. Section and
paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.




22.     Expenses. Each of the
parties shall pay their respective fees and expenses incurred in
connection with the preparation, negotiation, execution and
delivery of this Agreement. Company will be under no obligation
to make any additional payments to Consultant as a performer or
to pay any commissions or fees to any third party on account of
this Agreement.




23.     Preparation of
Agreement. Each party to this Agreement acknowledges that:
(i) the party had the advice of, or sufficient opportunity
to obtain the advice of, legal counsel separate and independent
of legal counsel for any other party hereto; (ii) the terms
of the transactions contemplated by this Agreement are fair and
reasonable to such party; and (iii) such party has
voluntarily entered into the transactions contemplated by this
Agreement without duress or coercion. Each party further
acknowledges that such party was not represented by the legal
counsel of any other party hereto in connection with the
transactions contemplated by this Agreement, nor was he or it
under any belief or understanding that such legal counsel was
representing his or its interests. Each party agrees that no
conflict, omission or ambiguity in this Agreement, or the
interpretation thereof, shall be presumed, implied or otherwise
construed against any other party to this Agreement on the basis
that such party was responsible for drafting this Agreement.



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24. Entire Agreement. This Agreement and the Stock
Purchase Agreement and the other writings and agreements
referred to in this Agreement or delivered pursuant to this
Agreement contain the entire understanding of the parties with
respect to the subject matter hereof and supersedes all prior
agreements and understandings among the parties with respect
thereto.



     
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date and year first written
above.






		
	 	
    “Company”
	 	
    NGTV






			
	 	By: 	
    /s/ Allan I. Brown
    



		
	 	
     

	 	
    Name: Allan I. Brown
	 	
    Title:  Co-Ceo




AGREED AND ACCEPTED:






		
	
    /s/ Richard Abramson
    	 
	
     
	 
	
    RICHARD ABRAMSON	 



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AMENDMENT NO. 1 TO THE

CONSULTING AGREEMENT



     This Amendment No. 1 to the Consulting Agreement (“Amendment”) is entered into as of June 1,
2006, by and between NGTV (“Company”) and Richard Abramson (“Consultant”) with respect to that
certain Consulting Agreement dated as of July 28, 2004 (“Agreement”).




	A.	 	Amendment to Section 1 – Extension of Term
	 
	 	 	Section 1 is deleted and replaced with the following:






Term. Subject to the terms and conditions of this
Agreement, Company hereby agrees to employ Consultant commencing on
July 28, 2004 and continuing in full force and effect for a period
ending on February 11, 2009 (the “Term”).




	B.	 	Amendment of Section 3.3 – Cash Compensation
	 
	 	 	A new Section 3.3 shall be added as follows:






Deferral of Payment. All cash payments unpaid and owing
hereunder shall accrue and not become due and payable unless and
until the Company completes an initial public offering of its equity
securities.




	C.	 	Amendment to Section 6.2 – Covenant Not To Solicit
	 
	 	 	The following is appended to the end of Section 6.2:






Furthermore, nothing in this paragraph shall apply to any business
dealings with Capital Growth Financial, LLC, and its affiliates




	D.	 	Amendment to Section 6.3 – Covenant Not To Interfere
	 
	 	 	The following is appended to the end of Section 6.3:






Furthermore, nothing in this paragraph shall apply to any business
dealings with Capital Growth Financial, LLC, and its affiliates




	E.	 	Amendment to Section 11.4 – Notice to the Company
	 
	 	 	The address for notice to the Company is amended to be as follows:




NGTV

9944 Santa Monica Blvd.

Beverly Hills, CA 90212

Attention: Jay Vir





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The address for notice to the Consultant is amended to be as follows:


Richard Abramson

1900 Sunset Plaza Drive

Los Angeles, CA. 90069





	F.	 	All other provisions to remain the same.





     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date and year first written above.



	 	 	 	 	 
	 	“Company”

NGTV

 	 
	 	By:  	/s/ Kourosh Taj
 	 
	 	 	Name:  	Kourosh Taj 	 
	 	 	Title:  	Co-President 	 
	 



AGREED AND ACCEPTED:




/s/ Richard Abramson                    





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