f8k120307ex10_megamedia.htm


    


     

    CONSULTING
      AGREEMENT

     

     

    THIS
      CONSULTING AGREEMENT (this Agreement") is made as of the 23rd day of November,
      2007 by and between Mega Media Group, Inc., ("the Company"), a Nevada
      corporation and Ronn Torossian (the "Consultant").

     

    1.  The
      Company is a publicly-traded company whose shares are quoted on the OTC Bulletin
      Board under the symbol "MMDA". The Consultant will provide certain marketing
      and
      branding consultation services (the "Consulting Services") to the Company for
      a
      period of two (2) years (the "Term") following the date of this Agreement.
      Such
      Consulting Services will be provided to Company on a non-exclusive, but
      priority, basis. The Consultant shall use the Consultant's best efforts to
      assist the Company by providing the Consulting Services.

     

    2.  In
      exchange for providing the Consulting Services to Company, the Consultant shall
      receive three million (3,000,000) restricted shares of Company's common stock,
      par value $.001 (the "Shares") and shall hold the title of Executive Marketing
      Director for Company, or such other comparable title asmutually agreed upon
      by
      the parties. The Shares will be issued to Consultant within seven (7) business
      days following the execution of this Agreement and registration of the shares
      will occur assoon as practicable in Company's discretion. After the earlier
      of
      (i) the date upon which the Shares become eligible for trading as a result
      of
      effectiveness of a registration statement, or (ii) expiration of any applicable
      holding period imposed by the SEC or other regulatory restriction period
      relating to the Shares (the earliest of each such date is sometimes referred
      to
      herein as a "Trading Date"), up to twenty five percent (25%) of the aggregate
      free-trading Shares may be sold by Consultant during each full three (3)
      calendar month period following Trading Date (but no more than 25% of such
      free-trading Shares during each such 3 month period). In the event Consultant
      shall fail to provide reasonable Consulting Services as contemplated herein
      for
      a period of more than sixty (60) consecutive days or resigns from his position
      as Executive Marketing Director for Company, such event shall be considered
      a
      Termination Event hereunder. In the event of a Termination Event prior to the
      expiration of the full Term hereunder, Consultant shall forfeit a prorata
      portion of his Shares, and such Shares shall automatically be returned to
      Company by this instrument. The Shares to be retained by Consultant in the
      event
      of a Termination Event shall be determined by multiplying the figure 3,000,000
      by a fraction, the numerator of which is the number of days that the Consulting
      Services were actually rendered by Consultant before the Termination Event
      and
      the denominator of which is the number of days comprising the full
      Term.

     

    3.  Consultant
      shall have the status of an independent contractor hereunder. Consultant
      understands and agrees that Consultant is not an employee of the Company or
      any
      parent, subsidiary or affiliates of the Company and Consultant covenants and
      agrees that Consultant will make no claim, contention or argument that
      Consultant is or ever was an employee
      of the Company or any of its parents, subsidiaries or affiliates. Company
      shall have the right to publicize Consultant's involvement with
      Company as its Executive Marketing Director, or such other comparable
      title as mutually agreed upon by the parties.

     

    4.  The
      Consultant shall not be liable for any mistakes of fact, errors of judgment,
      for
      losses sustained by the Company or any subsidiary or for any acts or omissions
      of any kind, unless
      caused by the negligence or intentional misconduct of the Consultant or any
      person or entity acting for or on behalf of the Consultant.

     

     

    
      
        
        

      

      
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    5.  The
      Company and its present and future subsidiaries jointly and severally agree
      to
      indemnify and hold harmless the Consultant against any loss, claim, damage
      or
      liability whatsoever, (including reasonable attorneys' fees and expenses),
      to
      which Consultant may become subject as a result of performing any act (or
      omitting to perform any act) contemplated to be performed by the Consultant
      pursuant to this Agreement unless such loss, claim, damage or liability arose
      out of Consultant's negligence, or intentional misconduct. The Company and
      its
      subsidiaries agree to reimburseConsultant each for the reasonable costs of
      defense of any action or investigation (including reasonable attorney's fees
      and
      expenses); provided, however, that Consultant agrees to repay the Company or
      its
      subsidiaries if it is ultimately determined that Consultant is not entitled
      to
      such indemnity. In case any action, suit or proceeding shall be brought or
      threatened, in writing, against Consultant, it shall notify the Company within
      three (3) days after the Consultant receives notice of such action, suit or
      threat. The Company shall have the right to appoint the Company's counsel to
      defend such action, suit or
      proceeding, provided that Consultant consents to such representation
      by
      such counsel, which consent shall not be unreasonably withheld. In the event
      any
      counsel appointed by the Company shall not be acceptable to Consultant, then
      the
      Company shall have the right to appoint alternative counsel for Consultant
      reasonably acceptable to Consultant, until such time as acceptable counsel
      can
      be appointed. In any event, the Company shall, at its sole cost and expense,
      be
      entitled to appoint counsel to appear and participate as co-counsel in the
      defense thereof. Consultant shall promptly supply the Company's counsel with
      copies of all documents, pleadings and notices which are filed, served or
      submitted in any of the aforementioned. Consultant shall not enter into any
      settlement without the prior written consent of the Company, which consent
      shall
      not be unreasonably withheld.

     

    6.  This
      Agreement shall be binding upon the Company and the Consultant and his
      successors and assigns. Consultant may not assign this Agreement without the
      prior written consent of Company.

     

    7.  If
      any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever, (i) the validity, legality and
      enforceability of the remaining provisions of this Agreement (including, without
      limitation, each portion of any section of this Agreement containing any such
      provision held to be invalid, illegal or unenforceable) shall not in any way
      be
      affected or impaired thereby; and (ii) to the fullest extent possible, the
      provisions of this Agreement (including, without limitation, each portion of
      any
      section of this Agreement containing any such provision held to be invalid,
      illegal or unenforceable) shall be construed so as to give effect to the intent
      manifested by the provision held, invalid illegal or unenforceable.

     

    8.  No
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by both parties hereto. No waiver of any other provisions
      hereof (whether or not similar) shall be binding unless executed in writing
      by
      both parties hereto nor shall such waiver constitute a continuing
      waiver.

     

     

    
      
        
        

      

      
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    9.  This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original but all of which shall constitute
      one
      and the same Agreement. Facsimile signatures shall be deemed sufficient for
      making this Agreement binding.

     

    10.  The
      Parties agree that should any dispute arisein the administration of this
      Agreement, that this Agreement shall be governed and construed by the laws
      of
      the State of Nevada, without regard to conflicts of laws of any other
      jurisdiction. The Parties further agree that any action arising out of this
      agreement shall be brought exclusively in an appropriate court of Nevada having
      jurisdiction.

     

    11.
      This
      Agreement contains the entire agreement between the parties with respect to
      the
      Consulting Services to be provided to the Company by the Consultant pursuant
      to
      this Agreement and supersedes any and all prior understandings, agreements
      or
      correspondence between the parties.

     

     

    IN
      WITNESS WHEREOF, the Company and the Consultant have caused this Agreement
      to be
      signed by duly authorized representatives as of the day and year first above
      written.

     

     

                            
      MEGA MEDIA GROUP,
      INC.                                                                            RONN
      TOROSSIAN

                             

                              
                              

      
                                               
          
                       
/s/
Alex
            Shvarts                                    /S/Ronn
            Torossian        
                                                                                        



       

       

       

       

       

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