f10q093_x102-cmgo.htm


    EXHIBIT
10.1 – CMG Finder's Fee Agreement


    FINDER’S
FEE AGREEMENT

    


    


    THIS FINDER’S FEE AGREEMENT
(the "Agreement"), made as of this 18th day
of March, 2009, by and between:

    


    CMG
Holdings, Inc., a Nevada Corporation, and its Affiliates as defined herein,
(hereinafter referred to as "CMG" or the "Company")

    


    AND

    


    LSC
Capital Advisers, Inc., an Illinois Corporation (hereinafter
"Consultant");

    


    each a
"Party" and collectively the "Parties."

    


    WITNESSETH THAT:

    


    WHEREAS, CMG is seeking
financing and seeks the assistance of Consultant in locating and being
introduced to potential Candidates (as described below) in connection with a
potential Business Combination (as described below), and is willing to
compensate Consultant for such introduction;

    


    WHEREAS, Consultant is willing
to assist CMG by introducing CMG to specific individuals and entities who may be
willing to invest in CMG (the "Assistance");

    


    NOW, THEREFORE, intending to
be legally bound, and in consideration of the mutual promises and covenants
contained herein, the Parties have agreed as follows:

    


    Candidate(s):  As
used in this Agreement, the term "Candidate(s)" shall be deemed to mean one or
more individuals, firms, entities, affiliations, or persons; that completes a
Business Combination (as defined herein) with the Company. Consultant shall
notify CMG in writing, by electronic mail (email), or fax, of each proposed
Candidate that Consultant wishes to introduce to CMG. CMG shall notify
Consultant in writing, by electronic mail (email), or fax, of CMG’s approval or
rejection of said proposed Candidate(s). CMG shall have the right to reject
proposed Candidate(s) put forward by Consultant but CMG agrees that approval of
proposed Candidate(s) put forward by Consultant will not be unreasonably
withheld.

    


    Business
Combination(s):
As used in this Agreement, the term "Business Combination" shall be deemed to
mean any form of equity financing, debt financing, licensing, merger,
acquisition, combination and/or consolidation involving CMG and
Candidate(s).

    


    Affiliate(s): As used in this Agreement,
the term "Affiliate" shall be deemed to mean a director, officer, ten percent or
greater shareholder and/or any person, firm, trust, corporation, or other
business entity that; completes a Business Combination with a Candidate and/or
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with the Company.

    


    1.      WHEREAS:

    


    (a)  Consultant
is aware of and acquainted with Candidate(s) who may be interested in investing
in CMG.  Consultant represents, warrants, and covenants that he is
already acquainted with such individuals and has a pre-existing relationship
with them, has not and will not make any public or general solicitation or
advertising to locate such individuals, that such individuals are known to him
through his prior experiences, and that it has not previously contacted such
individuals on behalf of CMG.

    


    (b)
Consultant represents, warrants and covenants that he has not acted as a finder
for CMG, nor been compensated as a finder for CMG during the preceding twelve
(12) months.

    


    (c)  Consultant
represents, warrants and covenants that it is not a registered representative
with any broker-dealer in the United States, is not employed by or associated
with any broker-dealer in the United States, is not an investment adviser either
generally or with respect to the specific individuals, and has not become aware
of the specific Candidate(s) through any registered representative or
broker-dealer in the United States.

    


    
      
         

      

      
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    (d)  Consultant
represents, warrants and covenants that it will only make the Candidate(s) aware
of the CMG investment opportunity, will only inform the Candidate(s) about CMG’s
business but not about its securities, and will not negotiate with the
Candidate(s) with respect to the investment, including the amount, the type and
nature of the security or securities, or the terms of the investment, but will
only relay CMG’s offers and responses.  All investment discussions
will be directly between CMG and the Candidate(s) being introduced by
Consultant.

    


    (e)  Consultant
represents, warrants and covenants that, to the best of its information,
knowledge and belief, the Candidate(s) to be introduced are sophisticated or
accredited investors (as those terms are used in the context of federal and
state securities laws, rules and regulations), who have sufficient expertise and
business acumen to evaluate the merits of the investment
opportunity.

    


    2.      Term. The term of
this agreement shall commence at the signing of this agreement (the "Effective
Date") and end one (1) year from the date it is executed by CMG, or at such
other time as may be mutually agreed upon in writing by the Company and
Consultant, provided that the Company shall remain responsible for the
compensation obligations of the Company under this Agreement.  If
during a period of thirty-six (36) months following the termination date, the
Company completes a Business Combination with Candidate(s) introduced by
Consultant in its capacity as a finder (as evidenced by a list by Consultant and
delivered to the Company within thirty (30) days after the termination date)
then Consultant shall be entitled to the same compensation as set forth under
Item 3 below.

    


    3.      Fees. Upon the
completion of a Business Combination, CMG shall pay Consultant a Finder’s Fee
calculated as follows:

    


    Eight
percent (8%) of the aggregate gross proceeds or value of the Business
Combination in cash, with the exception of a Business Combination that is
completed with a Candidate that was introduced to CMG through CST Group, Inc.;
in which case the Finder's Fee paid to Consultant shall be two percent (2%) of
the aggregate gross proceeds or value of the Business Combination in
cash.

    


    Said
Finder's Fee shall be paid to Consultant by wire transfer upon the closing of
the Business Combination.

    


    4.   Non-Solicitation of
Candidates. The Company agrees not to contact any of Consultant’s
Candidates directly, unless authorized to do so by Consultant.

    


    5.      Laws of the State of
Illinois. This Agreement shall be deemed to be made in, governed by and
interpreted under and construed in all respects in accordance with the laws of
the State of Illinois. In the event of controversy arising out the
interpretation, construction, performance, or breach of this Agreement, the
Parties hereby agree and consent to the jurisdiction and venue of the District
or County Court of Cook, Illinois.

    


    6.    Successors and
Assigns. The terms and provisions of this Agreement shall inure to the
benefit of, and be binding upon the Parties hereto, their successors, assigns
and legal representatives. The Parties hereto agree to execute such other
instruments which may be necessary to carry out or to make effective the terms
and provisions of this Agreement.

    


    7.   Entire Agreement.
This Agreement contains the entire understanding of the Parties and all of the
covenants and agreements between the Parties with respect to the subject matter
of this Agreement.  No other representations, oral or written, shall
survive the execution of this Agreement and all representations made by and
between the Parties respecting the subject matter hereof are contained in this
Agreement.

    


    8.   Notices. Notices
required by this Agreement shall be written and delivered by certified mail,
Federal Express (or other national or local overnight delivery service),
telegram or by facsimile transmission to the Parties at the addresses set forth
on the signature page of this Agreement, or at such address as the Parties may
subsequently designate in writing.  Such notice shall be effective
when received by the addressee.

    


    9.  No Waiver or
Modification. A modification or waiver of any of the provisions of this
Agreement shall be effective only if made in writing and executed with the same
formality as this Agreement. The failure of any party to insist upon strict
performance of any of the provisions of this Agreement shall not be construed as
a waiver of any subsequent default of the same or similar nature or of any other
nature.

    


    10. Non-Disclosure of Agreement
to Third Parties. The Parties recognize that any release of information
to the public or other third Parties with respect to this Agreement may cause
great detriment to either or both of the Parties and thus agree to keep the
details of this Agreement confidential.

    


    11. Confidential
Information.  The term "Confidential Information" as used in
this Agreement shall mean any of the following:

    


    
      
         

      

      
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    (a)           any
and all information that is conspicuously marked as being of a confidential,
proprietary or of a secret nature received by one Party hereto (the "Recipient
Party") from the other Party hereto (the "Disclosing Party") regarding the
Assistance; and

    


    (b)           any
and all information gathered by either Party in the course of discussing and/or
implementing the assistance, whether written or oral, and if written, however
produced, that is conspicuously marked, or would logically be considered,
confidential, proprietary or of a secret nature and the subject matter of this
Agreement, and which information shall include, without limitation:

    


    (i)           all
ideas, concepts, strategies, corporate and financing structures, data,
spreadsheets, summaries, reports, drawings, charts, specifications, forms,
materials, term sheets, agreements and contracts (including this Agreement)
relating in any way to the Assistance; and

    


    (ii)           all
information of any nature concerning either Party’s financial contacts and
resources, distribution contacts and resources, technical information and
know-how, business dealings and negotiations with third Parties, potential
mergers and acquisitions, shareholders, members, clients, employees, consultants
and affiliates.

    


    For
purposes of this Agreement, the term "Confidential Information" does not include
information which (a) is publicly available or becomes generally available to
the public other than as a result of a disclosure by the Recipient Party, (b)
becomes available to the Recipient Party on a non-confidential basis from a
source other than the Disclosing Party; provided, however, that the Receiving
Party reasonably believes the source to have rightfully and lawfully obtained
such information and such source is not bound by a confidentiality agreement or
other obligation of secrecy with the Disclosing Party, (c) is independently
developed by the Recipient Party, or (d) the Disclosing Party agrees in writing
that the information may be disclosed, except as provided below.

    


    Disposition
of Confidential Information.  If at any time the Disclosing Party
requests in writing, the Recipient Party shall immediately return to the
Disclosing Party or, with the Disclosing Party’s consent destroy, all written
and tangible Confidential Information originating with the Disclosing Party
(including, without limitation, all documents, business plans, booklets,
proposals, confidential memoranda, term sheets, letters, memos, drawings,
charts, specifications, discs, magnetic tapes, electronic files and data bases)
and any and all copies thereof.  Such return or destruction of the
Confidential Information shall be certified in writing by the Recipient
Party.

    


    12.  Disclosure to
Third Parties and Affiliates.  Each Party to this Agreement
agrees that it shall not, at any time, disclose, in whole or in part, the
Confidential Information to any third party, without first obtaining express
written permission from the Disclosing Party.  Neither Party may
reveal Confidential Information to any affiliates, persons or other entities
except those who are deemed by the Recipient Party to be necessary for the
purpose of discussing or evaluating the Assistance, and provided that the
Confidential Information will be used by such affiliates, persons or other
entities (including attorneys and accountants) solely in connection with the
Assistance.  The Recipient Party shall take all necessary and
appropriate precautions to avoid the unauthorized disclosure of Confidential
Information.  The Recipient Party shall treat the Confidential
Information of the Disclosing Party with no less care than it employs for its
own Confidential Information of a similar nature that it does not wish to
disclose, publish or disseminate, but not less than a reasonable level of
care.   As used in this Agreement, the term "affiliates" shall
include, but shall not be limited to, (a) any entities of which either
respective Party is an employee, officer, director, partner, member, ten percent
(10%) or greater shareholder, and any subsidiaries, partnerships or any other
entities controlled by such entities, (b) all officers, directors, agents,
employees, partners, ten percent (10%) or greater shareholders, consultants and
advisors of each respective Party, and (c) any entity newly formed by either
Party subsequent to the Effective Date under the same or a similar
name.

    


    13. Notice. Any
notice required or permitted to be given under this Agreement shall be in
writing and delivered personally (which shall include delivery via express
courier such as Federal Express) or sent by registered or certified mail, return
receipt requested, or by facsimile, telegram or telex followed by a confirmation
letter sent by registered or certified mail, return receipt requested, addressed
as follows:

    


    If to
Company:

    CMG
Holdings, Inc.,

    5601
Biscayne Boulevard

    Miami, FL
33137

    Attention:
Jim Ennis, COO

    


    
      
         

      

      
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    If to
Consultant;

    LSC
Capital Advisers, Inc.

    3333
Warrenville Road, Ste 200

    Lisle,
IL  60532

    


    14.
Non-Circumvention.

     

    (a)           CMG
will not, in any manner, circumvent, or attempt to circumvent its payment
obligations to LSC pursuant to Section 3 above.

     

    (b)           CMG
will not disclose to any third Parties any names, addresses, telephone numbers,
facsimile numbers, or e-mail addresses of any Candidate, and CMG recognizes that
such information about any Candidate is the exclusive and valuable property of
the Consultant unless such information was previously obtained from sources
other than the Consultant.

    


    15. Counterparts.
This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed an original and constitute one and the same Agreement.
Facsimile copies with signatures shall be given the same legal effect as an
original.

     

    IN WITNESS WHEREOF, intending
to be legally bound, the Parties have executed this Finder's Fee Agreement the
day and year first above written:

     

    CMG
Holdings, Inc.,

    


    By: /s/Jim Ennis

    Its:
Chief Operating
Officer

    Printed
Name: Jim Ennis

     

    


    LSC
Capital Advisers, Inc.

     

    By: /s/ Joseph Wagner

    Joseph
Wagner, President


    
      
        
           

           

        

         


      

      
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