Detour Media Group Inc – ‘S-8’ on 6/26/01 – EX-99

On:  Tuesday, 6/26/01, at 5:05pm ET   ·   Effective:  6/26/01   ·   Accession #:  910680-1-500209   ·   File #:  333-63898

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Form S-8 for Detour Media                              8     36K 
 2: EX-5        Exhibit 5.1                                            2      9K 
 3: EX-23       Exhibit 23.1                                           1      6K 
 4: EX-99       Exhibit 99.1                                           4     20K 

EX-99   —   Exhibit 99.1

EX-99
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                                                                    Exhibit 99.1

NON-EXCLUSIVE CONSULTING AGREEMENT                                              

Mr. Edward Stein                                                                
Chairman                                                                        
Detour Media Group, Inc.                                                        
7060 Hollywood Blvd., #1150                                                     
Los Angeles, CA 90028                                                           

Dear Mr. Stein:                                                                 

         This Consulting Agreement (the "Agreement") is made and entered into as
of the 23rd day of May 2001, by and between Detour Media Group, Inc., (the      
"Company") and Hyperion Holdings, LLC. This letter agreement confirms the       
engagement of Hyperion Holdings, LLC ("Hyperion" or "Consultant") as consultant 
and financial advisor of the Company.                                           

         1.        Retention.  Subject  to the  terms  and  conditions  of  this
Agreement,  the Company hereby engages  Hyperion to act on behalf of the Company
as financial advisor and consultant  during the authorization  period as defined
below.                                                                          

         2.        Authorization  Period. The term of this Agreement will be six
months  commencing as of May 23rd,  20001.  This Agreement may be cancelled upon
thirty (30) days written notice by either party.                                

         3.       Consulting Services.  During the term hereof,  Hyperion agrees
to provide consulting services to the Company in the form of: (i) evaluating the
Company's  requirements  for funding the growth and  expansion of the  Company's
operations;  (ii)  analyzing  the impact of business  decisions,  policies,  and
practices on the value of the Company's business and securities;  (iii) bringing
to the attention of the Company possible  business  opportunities and evaluating
business  opportunities  generally,   whether  or  not  such  opportunities  are
originated  by  Hyperion  or  others.  Hyperion  agrees  to  devote  such  time,
attention,  and energy as may be necessary  to perform the  services  hereunder.
Nothing  herein shall be construed,  however,  to require  Hyperion to provide a
minimum  number  of hours of  service  to the  Company  or to limit the right of
Hyperion  to perform  similar  services  for the  benefit of persons or entities
other than the Company.                                                         

         4.        Remuneration.  For undertaking  this engagement and for other
good and valuable consideration, the Company agrees to issue to the Consultant a
"Commencement  Bonus" of 500,000  shares of the Company's  Common Stock ("Common
Stock") to be  delivered  to  Consultant  within ten (10)  business  days of the
signing  of this  Agreement.  This  Commencement  Bonus  shall be  issued to the
Consultant  immediately  following  execution of this Agreement and shall,  when
issued and delivered to Consultant, be fully paid and non-assessable. The Shares
shall  be  registered  on Form  S-8.  The  Shares  shall be  transferable,  with
Hyperion,  at Hyperion's  discretion.  The Company  understands  and agrees that
Consultant has foregone significant  opportunities to accept this engagement and
that  the  Company  derives  substantial  benefit  from  the  execution  of this
Agreement  and the ability to announce its  relationship  with  Consultant.     

EX-99
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The 500,000 shares of Common Stock issued as a Commencement Bonus, therefore,   
constitute payment for Consultant's agreement to consult to the Company and are 
a nonrefundable, non-apportionable, and non-ratable retainer; such shares of    
common stock are not a prepayment for future services. If the Company decides to
terminate this Agreement prior to November 23, 2001 for any reason whatsoever,  
it is agreed and understood that Consultant will not be requested or demanded by
the Company to return any of the shares of Common Stock paid to it as           
Commencement Bonus hereunder. Further, if and in the event the Company is       
acquired in whole or in part, during the term of this agreement, it is agreed   
and understood Consultant will not be requested or demanded by the Company to   
return any of the common shares of Common stock paid to it hereunder. It is     
further agreed that if at any time during the term of this agreement, the       
Company or substantially all of the Company's assets are merged with or acquired
by another entity, or some other change occurs in the legal entity that         
constitutes the Company, the Consultant shall retain and will not be requested  
by the Company to return any of the 500,000 shares.                             

   For performance under this agreement on a month-to-month basis, a
Consultancy Fee, payable in the form of $3,000 or 2,000 shares per month of the 
Company's Common Stock at the company's option. Should the company opt to pay   
the monthly fee in stock the Consultant shall have "piggy-back" registration    
rights with respect to such stock. This Consultancy Fee shall be issued to the  
Consultant on a monthly basis, the first month pro-rated according to the number
of days remaining in that month, and paid immediately following execution of    
this Agreement; each following monthly payment payable in full on the first day 
of the respective month. The monthly Consultancy Fee shall continue to be paid  
monthly for the duration of this Consulting Agreement.                          

       The Commencement Bonus shares issued pursuant to this agreement shall
be issued in the name of Hyperion Holdings, LLC. The monthly Consultancy Fee    
shares, if issued, shall be issued to Hyperion Partners, Inc.                   

       With each transfer of shares of Common Stock to be issued pursuant to
this Agreement (collectively, the "Shares"), Company shall cause to be issued a 
certificate representing the Common Stock. Company warrants that all Shares     
issued to Consultant pursuant to this Agreement shall have been validly issued, 
fully paid and non-assessable and that the Company's board of directors shall   
have duly authorized the issuance and any transfer of them to Consultant.       

      5.       Expense Reimbursement. In addition to the fees described in
paragraph 4 above, the Company agrees to reimburse promptly Hyperion, upon      
request from time to time, for all reasonable, out-of-pocket expenses incurred  
by Hyperion (including fees and disbursements of counsel, the release of news   
stories after approval by the company, and of other consultants and advisors    
retained by Hyperion) in connection with the matters contemplated this          
Agreement.                                                                      

 6.      Independent Contractor. Hyperion and the Company hereby
acknowledge that Hyperion is an independent contractor. Hyperion shall not hold 
itself out as, nor shall it take any action from which others might infer that  
it is a partner or agent of, or joint venture with, the Company. In addition,   
Hyperion shall take no action, which binds, or purports to bind, the Company.   

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EX-99
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        7.       Liability of Hyperion Holdings. The Company acknowledges that
all opinions and advice, whether oral or written, given by Hyperion to the      
Company in connection with this Agreement are intended solely for the benefit   
and use of the Company in considering the transaction to which they relate, and 
the Company agrees that no person or entity other than the Company shall be     
entitled to make use of or rely upon the advice of Hyperion to be given         
hereunder, and no such opinion or advice shall be used by the Company for any   
other purpose or reproduced, disseminated, quoted or referred to by the Company 
in communications with third parties at any time, in any manner or for any      
purpose, nor may the Company make any public references to Hyperion or use      
Hyperion's name in any annual report or any other report or release of the      
Company without Hyperion's prior written consent, except that the Company may,  
without Hyperion's further consent, disclose this Agreement (but not information
provided to the Company by Hyperion) in the company's filings with the          
Securities and Exchange Commission, if such disclosure is required by law.      

         8.       Notices.  Except as otherwise specifically agreed, all notices
and other communications made under this Agreement shall be in writing and, when
delivered in person or by facsimile  transmission,  shall be deemed given on the
same day if delivered on a business day during normal  business hours, or on the
first day of business day following  delivery in person or by facsimile  outside
normal  business  hours,  or on the date indicated on the return receipt if sent
registered  or  certified  mail,  return  receipt  requested.  All notices  sent
hereunder shall be sent to the representatives of the party to be noticed at the
addresses  indicated  respectively  below,  or at such  other  addresses  at the
parties to be noticed may from time to time by like notice hereafter specify:   

If to the Company:                  Edward T. Stein           
                                201 North Service Road
                   Suite 100
                            Melville, NY 11747

If to Hyperion Holdings, LLC:       Hyperion Holdings, LLC    
                              1225 Hightower Train
                     Ste. 13-220
                           Atlanta, GA 30350
                                     Attn:  Paul T. Mannion, Jr.

         9.       Entire Agreement. This Agreement contains the entire agreement
between the parties. It may not be changed except by agreement in writing signed
by the party against whom enforcement of any waiver, change, discharge, or      
modification is sought. Waiver of or failure to exercise any rights provided by 
this Agreement in any respect shall not be deemed a waiver of any further or    
future rights.                                                                  

10.      Survival of Representations and Warranties. The      
representations, warranties, acknowledgments and agreements of Hyperion and the 
Company shall survive the termination of this agreement.                        

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EX-99
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       11.      Governing Law. The Agreement shall be construed according to
the laws of the State of Georgia and subject to the jurisdiction of the courts  
of said state, without application of the principles of conflicts of laws.      

        12.      Successors. This Agreement shall be binding upon the parties,
their successors and assigns.                                                   

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

    DETOUR MEDIA GROUP, INC.

   By: /s/ Edward T. Stein
                               ---------------------------------------------
 Name: Edward T. Stein
Title: Chairman     

  HYPERION HOLDINGS, LLC

        By: /s/ Paul T. Mannion, Jr.
                               ---------------------------------------------
       Name:  Paul T. Mannion, Jr.

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Dates Referenced Herein

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
		11/23/01		2					None on these Dates
Filed on / Effective on:		6/26/01
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