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* Confidential treatment has been requested for certain portions of this
exhibit. Omitted portions have been filed separately with the Commission.
STRATEGIC MARKETING AGREEMENT
AGREEMENT, dated as of May, 1999 by and between BigStar Entertainment, Inc.
("BigStar") a Delaware corporation with offices at ▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇ Tel. 212/▇▇▇-▇▇▇▇, Fax. 212/▇▇▇-▇▇▇▇ and ▇▇▇▇▇ &
▇▇▇▇▇▇, Inc. ("B&T") ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Tel.,
704/▇▇▇-▇▇▇▇, Fax 704/▇▇▇-▇▇▇▇.
BigStar wishes to establish a strategic marketing relationship with B & T
pursuant to the terms and conditions set forth herein.
1) Term
The initial term of this Agreement will begin on May 1, 1999 and will end
December 31, 2000. This Agreement will renew automatically for 24 month
Additional Terms unless cancelled in writing by either party with 90 days
notice prior the end of the preceding term.
2) B & T Duties
B & T shall be responsible for all of the following:
a) Fulfillment of entertainment products, order processing and customer
fulfillment terms ("Fulfillment Services") for BigStar and BigStar
customers pursuant to the terms and conditions set forth in the
Agreement dated 18 February, 1998 between B&T and BigStar, except as
expressly revised by the terms of this Agreement.
b) Expansion of credit for the purchase of goods ("Purchases") from B &
T for BigStar to $1 million with 60 day payment terms (the "B&T
Credit"), such credit terms to be expanded to at least $[*] upon the
successful completion of an Initial Public Offering by BigStar (the
"IPO") of $[*] of BigStar common stock or more. These credit terms will
become subject to B & T's standard reasonable commercial credit terms
[*] months after the completion of an IPO or [*] months after the
signature date of this Agreement, if no IPO is completed in that time.
c) Reasonable commercial best efforts to assist in the sourcing and
price negotiation of advertising media co-operative funding, barter
advertising opportunities, market development funds and:
d) Other areas of cooperation that B & T may feel is in the best
interest of BigStar.
3) No Obligation to Purchase
BigStar shall no obligation to make any minimum purchases from B & T and this
Agreement is mutually non-exclusive.
4) Warrant Agreement
In additional consideration for the rights and agreements detailed in this
Agreement, BigStar will grant warrants that provide B & T with the right, but
not the obligation, to purchase 60,000 BigStar Entertainment Inc. shares at
$4.00 per share at any time in the next 3 years. These warrants will be subject
to the terms of, and detailed further in, a "B & T BigStar Warrant Agreement"
attached in draft form as Appendix I. The current outstanding stock of BigStar
is detailed in Appendix II [NOTE BigStar Entertainment is currently filing a
4:1 stock split with the State of Delaware. The Terms in this Agreement are all
on a "post-split" basis.]
5) Termination
Subject to Section 1 herein, this Agreement shall terminate pursuant to the
terms and conditions of the Fulfillment Services agreement.
6) Confidentiality
Each party acknowledges that during the course of this Agreement it may be
entrusted with certain confidential information of the other party that is
identified as such in writing, and agrees that it will protect
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the confidentiality thereof with the same measures that it would use to protect
its own similar information, but in no event shall the care be less than
reasonable and that it will not (i) use such confidential information for any
purpose except the performance of this Agreement, or (ii) disclose any such
confidential information to any person except employees on a need to know basis
where such persons have agreed to be contractually bound by this confidentiality
provision. These obligations shall not apply to any information generally
available to the public or information approved for release by BigStar and
Subscriber without restriction.
7) Governing Law
This Agreement shall be governed pursuant to the governing law and contents
of law provisions of the Fulfillment Services agreement.
8) Dispute Resolution
All disputes shall be governed pursuant to the dispute resolution provisions
of the Fulfillment Services agreement.
9) General Provisions
The provisions hereof, including the attachments and any written supplemental
agreement hereto signed as of the date hereof constitute the entire agreement
between the parties relating to the transactions contemplated herein and
merge and supersede all prior discussions, agreements, and understandings of
every kind and nature between them. No oral modification or additions hereto
shall be binding. Neither party shall be bound by any condition, definition,
warranty or representation other than as expressly provided for in this
Agreement or as may be duly set forth in a writing signed by an authorized
officer of the party hereto which is to be bound thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. BigStar Entertainment, Inc.
/s/ ▇. ▇▇▇▇▇▇/Pres. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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(Name & Title) (Name & Title)
/s/ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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(Signature) (Signature)
5/3/99
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(Date) (Date)