Filed by Bowne Pure Compliance






Exhibit 10.1


AGREEMENT FOR PROJECT STAFFING
SERVICES

BETWEEN IMMEDIATEK, INC. & SILVER CINEMAS
ACQUISITION CO.


THIS AGREEMENT FOR
PROJECT STAFFING SERVICES (the “Agreement”) is entered into by
and between Immediatek, Inc. (“Consultant”) and Silver Cinemas
Acquisition Co. (“Client”).


Consultant agrees to
supply Client with information technology consulting personnel to perform
computer software programming, system analysis, design, project management,
consulting and/or education and training (the “Services”) and
Client desires to utilize the Services of Consultant under the following terms
and conditions:



	1.	 	Fees. The hourly rates for Services will be
established for each of Consultant’s personnel providing Services under
this Agreement. Unless otherwise agreed in writing, the billing rate for
Consultant’s personnel, other than Darin Divinia, will be $55 per hour.
Unless otherwise agreed in writing, the billing rate for Darin Divinia will be
$125 per hour. Notwithstanding anything to the contrary in this agreement, the
fees charged pursuant to this agreement shall not exceed $3,000 in any given
month without the express written consent of Client.






	2.	 	Payments. On the 1st day of the month following each
month in which the Services have been provided, Consultant’s personnel
will submit a time sheet showing the hours worked each day of the prior month
to an authorized member of Client’s management for approval. Consultant
must be informed within ten (10) days of receipt of an invoice of any
disputes or discrepancies with Services related to the invoice. Otherwise, all
invoices will be considered accurate and payable after twenty days. When an
invoice is outstanding over forty-five (45) days, Consultant may suspend
work on any new projects or personnel searches. Invoices more than forty-five
(45) days old are subject to collection by an attorney and are subject to
a finance charge of the lower of one and one-half percent per month or the
highest amount allowed by law. Any attorney’s fees, court costs or other
collection expenses incurred by Consultant during the collection process will
be payable by the Client.






	3.	 	Quality. All Services will be performed by
Consultant’s personnel in a professional manner. All Services provided
are subject to final approval by an agent or authorized management of
Client.






	4.	 	Travel And Expenses. Travel related expenses
will be billed by Consultant to Client based upon actual cost and will be
subject to Client’s Travel and Expense policies. The Client must approve
all travel in advance.





 


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	5.	 	Waiver. Failure to invoke any right,
condition, or covenant in the Agreement by either party to this Agreement shall
not be deemed to imply or constitute a waiver of any right, condition or
covenant.






	6.	 	Relationship of the Parties. Consultant and its
personnel shall be independent contractors of the Client and at all times shall
identify themselves as independent contractors for the Client and shall not
hold themselves out as officers, directors, partners, employees or agents of
the Client, except as authorized in writing by the Client. Under no
circumstances shall Consultant or its personnel look to the Client as their
employer, or as a partner, joint venturer, agent or principal. Neither
Consultant nor any of its personnel, employees or agents shall be entitled to
any benefits afforded to the Client’s employees, including, without
limitation, worker’s compensation, disability insurance, vacation or sick
pay. Nothing contained in this Agreement shall provide Consultant or its
personnel with the power or authority to bind the Client to any contract,
agreement or arrangement with any person, except with the prior written
approval of the Client. Either party may terminate this Agreement by written
notice of termination to the other party.






	7.	 	Binding Arbitration. THE PARTIES EXPRESSLY AGREE
THAT THE TRANSACTION EVIDENCED BY THIS AGREEMENT INVOLVES COMMERCE AND THEY
DESIRE TO SETTLE ALL AND ANY CONTROVERSIES INVOLVING OR RELATED TO THIS
AGREEMENT THROUGH BINDING ARBITRATION UNDER THE PROVISIONS OF THE JAMS
STREAMLINED ARBITRATION RULES AND PROCEDURES (“JAMS”) BEFORE A
SINGLE ARBITRATOR. IF AT ANY TIME DURING THE TERM OF THIS AGREEMENT ANY
DISPUTE, DIFFERENCE, OR DISAGREEMENT SHALL ARISE UPON OR WITH RESPECT TO THE
AGREEMENT OR THE MEANING OR CONSTRUCTION OF ANY PROVISION HEREOF, EVERY SUCH
DISPUTE, DIFFERENCE OR DISAGREEMENT SHALL BE SUBJECT TO FINAL BINDING, AND
CONCLUSIVE ARBITRATION UNDER THE PROVISIONS OF JAMS AND JUDGMENT UPON THE AWARD
RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION
THEREOF. EACH PARTY TO THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY CONSENTS
TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN DALLAS COUNTY,
TEXAS, FOR ANY LAWSUITS, ACTIONS OR OTHER PROCEEDINGS ARISING OUT OF, OR IN ANY
WAY RELATING TO, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT. IN THE EVENT AN ARBITRATION, SUIT OR ACTION IS BROUGHT BY ANY PARTY
UNDER THIS AGREEMENT TO ENFORCE ANY OF ITS TERMS, OR ANY APPEAL THEREFROM, IT
IS AGREED THAT THE SUBSTANTIALLY PREVAILING PARTY SHALL BE ENTITLED TO
REASONABLE ATTORNEY FEES WHICH SHALL BE FIXED BY THE ARBITRATOR, TRIAL COURT
AND/ OR APPELLATE COURT AS THE CASE MAY BE.





 


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	8.	 	Governing Law.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS,
EXCLUDING THOSE LAWS THAT DIRECT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.






	9.	 	Counterparts and Facsimile
Execution.  This Agreement may be executed
in two or more counterparts, each of which shall be considered one and the same
agreement and shall become effective when a counterpart has been signed by each
party to this Agreement and delivered (by facsimile or otherwise) to every
other party to this Agreement, it being understood that all parties need not
sign the same counterpart. Any counterpart or other signature delivered by
facsimile shall be deemed for all purposes as constituting good and valid
execution and delivery of this Agreement by that party.






	10.	 	Headings.  The headings of the sections of
this Agreement are inserted for convenience only and shall not by themselves
determine the interpretation of this Agreement.






	11.	 	Amendment of Agreement.  This Agreement
may be amended only by a written instrument signed by Consultant and
Client.






	12.	 	Severability.  If any provision of this
Agreement is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.





[SIGNATURE PAGE TO
FOLLOW]


 


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IN WITNESS WHEREOF, the parties have executed this Agreement on the 6th day of
February, 2009, to be effective as of December 1, 2008.



	 	 	 
	CLIENT:

	 	SILVER CINEMAS ACQUISITION CO.
	 
	 	 
	 

	 	By:
	 
	 	 
	 

	 	/s/ Kevin Parke
	 

	 	 
	 

	 	Signature
	 
	 	 
	 

	 	President
	 

	 	 
	 

	 	Title
	 
	 	 
	CONSULTANT:

	 	IMMEDIATEK, INC.
	 
	 	 
	 

	 	By:
	 
	 	 
	 

	 	/s/ Darin Divinia
	 

	 	 
	 

	 	Signature
	 
	 	 
	 

	 	President
	 

	 	 
	 

	 	Title