Consulting Agreement with Merriam Joan Handy


    CONSULTING
      AGREEMENT

    


    Agreement
      made this 29th day of June, 2005, between. Signet Entertainment Corporation,
      of
      Palm Beach, Florida (hereinafter referred to as 'Corporation'), and Merriam
      Joan
      Handy. of Boynton Beach, Florida (hereinafter referred to as
      "Consultant"):

    


    In
      consideration of the mutual promises contained in this Agreement, the
      contracting parties agree as follows:

    


    Recitals:

    


    The
      Corporation desires to engage the services of the Consultant to perform for
      the
      Corporation consulting services regarding all phases of the Corporation's
      "Public Relations" in the area of Planning and Promotion as such may pertain
      to
      the operation of the Corporation's business.

    


    The
      Consultant desires to consult with the Board of Directors, the Officers of
      the
      Corporation, and certain administrative staff members of the Corporation, and
      to
      undertake for the Corporation consultation as to the company's public relations
      and promotional activities involving the development of the
      corporation.

    


    AGREEMENT

    Term

    


    1.
       The
      respective duties and obligations of the contracting parties shall be for a
      period of one year (365 days). Any renewal or extension of this Agreement must
      be in writing and executed by both Parties of this Agreement.

    


    Services
      Provided by Consultant

    


    2.
      During
      the term of this Agreement, Consultant will provide those services as requested
      by the Corporation customarily provided from a public relations firm to a
      Corporation, including but not necessarily limited to the
      following:

    


    (a)Aiding
      the Corporation in developing a marketing plan directed at informing the public
      as to the business of the Corporation; and

    (b)Providing
      assistance and expertise in devising an advertising campaign in conjunction
      with
      the marketing campaign as set forth in (a) above; and

    (c)Aid
      and consult the Corporation in the preparation and dissemination of press
      releases and news announcements.

    (d)Consultant
      agrees to perform its consulting duties hereto as an independent contractor.
      Nothing contained herein shall be considered as creating an employer-employee
      relationship between the parties to this Agreement.

    


    Compensation

    


    3.
       In
      consideration for the services provided by Consultant to Corporation, the
      Corporation shall pay to Consultant the total sum of Eleven 'Thousand dollars
      ($11,000.00) and 250,000 (Two Hundred Fifty Thousand) shares of the common
      stock
      of Signet Entertainment Corporation. Said fees and sleek amount shall he paid
      to
      Consultant no later than one (1) year from the date of this
      Agreement.

    


    
      
         

      

      
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    Representations
      of Corporation

    


    4. (a)
      The
      Corporation, upon entering this Agreement, hereby warrants and guarantees to
      the
      Consultant that all statements, either written or oral, made by the Corporation
      to the Consultant are true and accurate, and contain no misstatements of a
      material fact. The Corporation acknowledges that the information it delivers
      to
      the Consultant may be used by the Consultant in preparing materials regarding
      the Company's business, and may include but will not be necessarily limited
      to,
      its financial condition, for dissemination to the public. Therefore, the
      Corporation shall hold harmless the Consultant form any and all errors.
      omissions, misstatements, negligent or intentional misrepresentations, in
      connection with all information furnished by Corporation to Consultant, in
      accordance with and pursuant to the terms and conditions of this Agreement
      for
      whatever purpose or purposes the Consultant sees fit to use said
      information.

    


    Limited
      Liability

    


    5. With
      regard to the services to he performed by the Consultant pursuant to the terms
      of this Agreement, the Consultant shall not he liable to the Corporation. or
      to
      anyone who may claim any right due to any relationship with the Corporation,
      or
      any acts or omissions in the performance of services on the part of the
      Consultant, or on the part of the agents or employees of the Consultant, except
      when said acts or omissions of the Consultant are due to its willful misconduct
      or culpable negligence.

    


    Termination

    


    6. This
      Agreement may be terminated by either party upon the giving of not less than
      10
      days written notice, delivered to the parties at such address or addresses
      as
      set forth in Paragraph 7. below. In the event this Agreement is terminated
      by
      the Corporation, all compensation due to Consultant under the terms of this
      Agreement, inclusive of both money and stock, shall be deemed earned and will
      be
      paid according to the terms listed in Paragraph 3 of this Agreement. In the
      event this Agreement is terminated by Consultant. all monetary fees of this
      agreement shall be deemed earned, however Consultant will receive no stock
      in
      the Corporation, and Consultant will immediately return to Corporation all
      material, whether printed or electronic, received by Consultant to assist
      Consultant in the performance of Consultant's duties under the terms of this
      Agreement_

    


    Notices

    


    Notices
      to he sent pursuant to the terms and conditions of this Agreement, shall be
      sent
      as follows:

    


    As
      to Consultant:

    Merriam
      Joan Handy

    1115
      Lake
      Terrace E #108

    Boynton
      Beach, FL. 33426

    


    As
      to Corporation:

    Signet
      Entertainment Corporation

    205
      Worth
      Avenue Suite #316

    Palm
      Beach, FL 33480

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    Attorneys'
      Fees

    


    8. In
      the
      event any litigation or controversy, including arbitration, arises out of or
      in
      connection with this Agreement between the parties hereto, the prevailing party
      in such litigation, arbitration or controversy, shall be entitled to recover
      from the other party or parties, all reasonable attorneys' fees, expenses and
      suit costs, including those associated within the appellate or post judgment
      collection proceedings.

    


    Arbitration

    


    9. In
      connection with any controversy or claim arising out of or relating to this
      Agreement, the parties hereto agree that such controversy shall be submitted
      to
      arbitration, in conformity with the Federal Arbitration Act (Section 9 U.S.
      Code
      Section 901 et set!), and shall be conducted in accordance with the Rules of
      the
      American Arbitration Association, Any judgment rendered as a result of the
      arbitration of any dispute herein, shall upon being rendered by the arbitrators
      he submitted to a Court of competent jurisdiction within Palm Beach County
      in
      the State of Florida.

    


    Governing
      Law

    


    10. This
      Agreement shall be construed under and in accordance with the laws of the State
      of' Florida, and all obligations of the parties created under it are performed
      in Palm Beach County. Florida. Further, in any controversy arising out of this
      Agreement, wherein arbitration is elected, the venue for said arbitration shall
      he in Palm Beach County. Florida, and all parties hereby consent to that venue
      as the proper jurisdiction for said proceedings provided herein.

    


    Parties
      Bound

    


    11. This
      Agreement shall be binding on an inure to the benefit of the contracting parties
      and their respective heirs, executors, administrations, legal representatives,
      successors, and assigns when permitted by this Agreement.

    


    Legal
      Construction

    


    12. In
      case
      any one or more of the provisions contained in this Agreement shall for any
      reason be held to he invalid, illegal, or unenforceable in any respect, the
      invalidity, illegality, or unenforceable shall not effect any other provision,
      and this Agreement shall he construed as if the invalid. illegal. or
      unenforceable provision had never been contained in it.

    


    Modifications

    


    13.
      This
      Agreement may only be modified or changed by written agreements signed by all
      parties.

    


    Multiple
      Copies or Counterparts of Agreement

    


    The
      original and one or more copies of this Agreement may be executed by one or
      more
      of the parties hereto. In such event, all of such executed copies shall have
      the
      same force and effect as the executed original, and all of such counterparts
      taken together shall have the effect of a fully executed original. Further,
      this
      Agreement may be signed by the parties and copies hereof delivered to each
      party
      by way of facsimile transmission, and such facsimile copies shall be deemed
      original copies for all purposes if original copies of the parties' signatures
      are not delivered.

    


    Headings

    


    Headings
      used throughout this Agreement arc for reference and convenience, and in no
      way
      define, limit or describe the scope or intent of this Agreement or effect its
      provisions.

    



    
       

      
        
           

        

        
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Confidentiality

    


    16.
      Consultant agrees that during the course of his Consulting Term and at any
      time
      after termination, he will keep in strictest confidence, and will not disclose
      or make accessible to any other person without the written consent of the
      Company, the Company's products, services and technology, both current and
      under
      development, promotion and marketing programs, lists, trade secrets and other
      confidential and proprietary business information of the Company or arty of
      its
      clients and third parties including, without limitation, Proprietary
      Information. Consultant agrees: (i) not to use any such Confidential Information
      for himself or others; and (ii) not to take any such material or reproductions
      thereof From the Company's facilities at any time during the Consulting Term
      except, in each case, as required in connection with Consultant's duties to
      the
      Company.

    


    IN
      WITNESS WHEREOF, the parties have set their hands and seal as of the date
      written below. 

    


    For
      Signet Entertainment Corporation For
      Consultant:

    


    By:
      /s/
      Ernest Letiziano   BY:
      /s/
      Merriam Joan Handy

    Ernest
      Letiziano, President   Merriam
      Joan Handy

     

    DATE: 
06/29/05                    DATE: 
      06/29/05