ex_10-0100.htm


    
      

      

    

    Exhibit
      10.1

     

    
       

    

    
      
        AGREEMENT

         

        This
          Agreement (the "Agreement") is made as of the 1st day of July, 2004, by
          and
          between Harlem Films, Inc" a Florida Corporation {"Harlem Films") and Swinging
          Pig Productions. Inc., a Florida Corporation, together with its wholly
          owned
          subsidiary Chronicles of a Skater Girl. LLC., a Limited Liability Florida
          Corporation ("Company").

         

        RECITALS:

         

        WHEREAS,
          Harlem Films, leases office space at 18 w. 21st street,
          5th floor,
          New York,
          NY 10010: and

         

        WHEREAS.
          Harlem Films, by and through its officers, employees, agents, representatives
          and affiliates, has expertise in the areas of film production, marketing,
          distribution and other matters relating to the business of Skater
          Girl.

         

        AGREEMENT:

         

        NOW,
          THEREFORE, in consideration of the foregoing recitals and the covenants
          and
          conditions herein set forth, the parties hereto agree as follows:

         

        1.
          Use and Occupancy of Space, Equipment and Utilities

         

        (a)The
          occupied space may be used for general office purposes and other uses associated
          with Company's current business activities relating to motion pictures
          including
          but not limited to, development, pre-production, production, editing and
          other
          post-production and other administrative responsibilities

         

        (b)
          Company shall use any of Harlem Films' property, supplies or materials
          including, without limitation, computers, office: equipment, furniture
          or
          phones, and reasonable use of the pantry.

         

        (c)
          Telephone Service. Company will not be responsible for the actual cost
          of its
          usage of local and long distance telephone service these costs will be
          included
          in the monthly fee.

         

        (d)
          Servers. Harlem film maintains computer servers and Company will have
          access to these servers for web hosting and other purposes related to hosting
          of
          video, trailers, etc.  These costs will also be included in the
          monthly fee.

         

        2.
          Management and Administrative Services

         

        (a)
          During the term of this Agreement, Harlem Films shall render to Company,
          by and
          through Harlem Films officers, employees, agents, representatives as Harlem
          Films, in its sole discretion, shall designate, from time to time, advisory,
          consulting and other services in relation to the operations of the Company,
          strategic planning, domestic and international marketing, without limitation,
          advisory and consulting services in relation to all film related
          needs.

         

        
          
            
            

          

          
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        (b)
          The
          parties hereto acknowledge that certain events will require Harlem Films
          to
          render services beyond the scope of activities which the parties contemplate
          as
          part of the Services for which Harlem Films shall be entitled to additional
          compensation hereunder.

         

        3.
          Fees

         

        (a)
          In
          consideration of management and administrative services, use of office
          space,
          and utilities, Company agrees to pay to Harlem Films a fee of between $1000
          and
          $3000 per month as decided in good faith by Harlem Films for the period
          commencing on the date hereof and commencing until termination either upon
          mutual agreement between Harlem Films and Company or if Company is not
          utilizing
          space or other resources by Harlem Films.

         

        (b)
          Harlem Films will provide invoices to the Company for these fees, but will
          defer
          payment which will accrue until Company is able to pay pursuant to Section
          "Payment"

         

        (c)
          In
          addition to the compensation payable to Harlem Films, Company shall, at
          the
          direction of Harlem Films, pay directly, or reimburse Harlem Films for,
          its
          reasonable Out-of-Pocket Expenses. This shall mean the amounts actually
          paid by
          Harlem Films in cash in connection with its performance of the Services,
          including, without limitation, reasonable (i) fees for other independent
          professionals and organizations, (ii) costs of any outside services or
          independent contractors such as printers, couriers, business publications
          or
          similar services or any similar expense not associated with its ordinary
          operations.

         

        4.
          Term

         

        (a)
          The
          term of this Agreement shall commence on the date hereof and continue until
          such
          time as Company and Harlem Films mutually agree.

         

        5.
          Payment

         

        (a) Invoices
          will be paid by Company on 30 days from invoice. However, Harlem Films
          agrees to
          defer payment of invoices for a reasonable: amount of time without interest.
          All
          deferred payments are payable immediately upon Company receiving income
          from
          business activities and will be paid out before any distribution of profits
          to
          shareholders of Company or at the good faith discretion of the board, whichever
          comes first.

         

        6.
          No Liability

         

        (a)
          Harlem Films shall have no liability or responsibility to Company and Company
          shall have no claim against Harlem Films for any damage or loss incurred
          by
          Skater Girl except as a result of the gross negligence or willful misconduct
          of
          Harlem Films.

         

        
          
            
            

          

          
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        7.
          Hold Harmless

         

        Company
          agrees to indemnify Harlem Films against, and hold Harlem Films harmless
          from,
          any loss, cost, expense, claims or demands (including reasonable attorneys'
          fees) arising (i) by virtue of any accident, damage or injury to persons
          or
          property which may be in or upon, or he placed in or upon, the occupied
          space,
          (ii) by reason of occupation of the occupied space by Company's employees,
          invitees and agents, except for damage caused by the gross negligence and
          willful misconduct of Harlem Films, or (iii) by reason of Company's breach
          of
          any of the terms or conditions of this Agreement, excluding, however, any
          such
          loss, cost, expense, claims or demands arising as a result of Harlem Films'
          gross negligence or willful misconduct. The provisions of this Section
          shall
          survive the expiration of this agreement.

         

        8.
          Entire Agreement

         

        This
          Agreement constitutes the entire understanding between the parties hereto
          with
          respect to the subject matter contained herein. This Agreement shall constitute
          the entire agreement between the parties with respect to the subject matter
          hereof: and shall supersede all previous oral and written (and all
          contemporaneous oral) negotiations, commitments, agreements and understandings
          relating hereto.

         

        9.
          Governing Law

         

        This
          Agreement shall he construed and enforced in accordance with the: laws
          of the
          State of New York.

         

        IN
          WITNESS WHEREOF. the parties have duly executed this Agreement as of the
          day and
          year first above written.

         

        
          	
                  /s/
                    Julie
                    Mirman

                	 	 	
                   

                	 
	
                  Swinging
                    Pigs
                    Productions, Inc.

                	 	 	
                   

                	 
	
                  Chronicles
                    of
                    a Skater Girl, LLC

                	 	 	
                   

                	 


        

        
          	 	 	 	 	 
	
                  /s/
                    Daniel Mirman

                	 	 	
                   

                	 
	
                  Harlem
                    Films, Inc.

                	 	 	
                   

                	 


        

         

         

         

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