MEDIA PRODUCTION AND PLACEMENT SERVICES AGREEMENT
This Media Production and Placement
Services Agreement (the “Agreement”) is entered into on the date indicated on
the signature page (the “Effective Date”), and is by and between Media4Equity
LLC, a Nevada limited liability company (hereinafter referred to as “M4E”) and
American Scientific Resources, Inc. ( hereinafter referred to as the “Company”)
(Company and M4E are herein referred to collectively as the
“Parties”).
Whereas, M4E produces and distributes
nationally syndicated print and radio features for its clients in exchange for
equity in its clients’ businesses; and
Whereas, M4E wishes to accept the
Company as a client; and
Whereas,
the Company desires to further develop and promote its general business,
technologies, and/or products and services in order to enhance overall brand
awareness, stimulate new business, and build long-term value for its
shareholders; and
Whereas, the Company desires to utilize
M4E’s services to act as production and placement agency for Company's print and
broadcast media campaign.
NOW, THEREFORE, in consideration of the
mutual promises and covenants set forth herein, and other good and valuable
consideration, the Parties agree as follows:
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1.
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Media
Credit
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M4E
hereby provides the Company with a guaranteed dollar value of national media
exposure (the “Media Credit”), which Media Credit shall be reduced by the “Media
Value” of features placed, as further defined in Section 3(c), below, of
placements of print and radio features obtained by M4E on behalf of
Company. The value of the Media Credit shall be equivalent to two
million dollars ($2,000,000 US) in Media Value.
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2.
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Media
Campaign
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a)
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Consultation. M4E
shall consult with Company regarding the content of the media
campaign. M4E shall develop, write, edit and deliver proofs of
any and all print media and any radio scripts (collectively referred to
herein as the “Copy,” and all placements throughout the term of the
Agreement referred to as the “Campaign”) to the Company for inspection and
approval. No print or radio feature shall be distributed
without Company’s prior written approval. M4E shall not
be liable for the Company’s failure to review and approve Copy on a timely
basis, or for any actions or inactions of the Company. Parties
agree that the Campaign shall commence no later than 12 months from the
Effective Date and shall terminate upon the earlier to occur of the Media
Credit being redeemed in its entirety or three (3) years from the
Effective Date (the “Redemption
Period”).
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b)
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Content.
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(i)
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Print
Features. Each Print Feature shall consist of a news
story that features the Company’s name, products and/or service, contact
information, web address and such other information as the Company may
approve.
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(ii)
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Radio Features. Each
Radio Feature shall consist of two, 30-second nationally syndicated radio
scripts under one heading. Each Radio Feature will be
specifically about the Company and written and read by radio media
professionals.
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c)
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Distribution.
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(i)
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All
print media approved by Company for distribution pursuant to Section 2(a)
hereof, shall be distributed on computer disks, by direct electronic feed,
in a hard copy camera-ready format and/or over the Internet to over ten
thousand (10,000) daily and weekly newspapers, news, and wire services,
which may publish the features, at their sole discretion, free of
copyright, fees or other charges.
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(ii)
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All
radio features, formatted as either scripts and/or audio recordings, shall
be sent directly, and/or indirectly via radio networks, to over six
thousand (6,000) radio stations in the United
States.
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3.
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M4E
Performance
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a)
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Redemption of Media
Credit. Upon Company’s request, further pursuant to the
guidelines detailed herein, M4E shall submit for Company review and
approval Copy for the first print or radio feature within five business
days of such request.
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b)
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Production/Distribution/Publication.
During the Redemption Period M4E shall produce, distribute and gain
placement/publication of nationally syndicated newspaper features and/or
nationally syndicated radio features (final recordings to be provided to
Company upon completion by M4E) on behalf of Company. Each
published feature shall be ascribed a Media Value, and the Media Value of
all respective features shall be applied against and reduce the Media
Credit. The entire value of the Media Credit shall be utilized
within two (2) years, commencing on the date the Company first reviews and
approves copy pursuant to Section 2(a) herein, and in no case commencing
later than one (1) year from the Effective Date
hereof.
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c)
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Media Value.
For purposes of this Agreement, the Media Value of each aired radio
feature and each published newspaper feature shall be equivalent to each
respective radio station’s or newspaper’s official ad rate pricing
policies. Estimated number of placements, and the Media Value
derived therefrom, are extrapolated using the industry-standard formula as
researched and published in “The Handbook of Public Relations and
Communications, Fifth Edition, 1998” by ▇▇▇▇▇▇
▇▇▇▇▇.
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d)
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Reduction of Media
Credit. The Media Value of all published news features and all
broadcasted radio features shall reduce the Media Credit, notwithstanding
any Company error in Copy approval or any subsequent editing by
newspapers, radio broadcasters, or any other third
parties.
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e)
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“Media
Placement Guarantee.” M4E guarantees that the aggregate Media Value
of all published print and all broadcast radio features shall be equal to
or greater than the Media Credit created by this Agreement. In
the event that the Minimum Placement Guarantee is not met by the end of
the Term, M4E shall create additional, and/or re-distribute existing
features at no cost to the Company until the Media Placement Guarantee is
fully reached.
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f)
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Reports. M4E
shall deliver weekly reports to the Company beginning ten (10) weeks from
the distribution date of each print and radio feature, and continuing for
a period of one (1) year. Reports shall include Media Value, estimated
listener and readership information, and actual newspaper clippings of all
reported published print features.
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4.
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Company
Performance
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a)
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Redemption of Media
Credit. The Company shall have one (1) year to begin
Campaign and thereby commence redemption of the Media
Credit. Once commenced, the redemption of the Media Credit must
be completed within two (2) years.
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b)
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Consultation and
Cooperation. The Company shall consult with M4E pursuant
to Section 2(a) herein and use its best reasonable efforts to provide M4E
with information necessary to write Copy for the Campaign and to ensure
the Company’s review of same.
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c)
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Timeliness. The
Company shall make a good faith effort to approve or submit corrections to
all Copy within seventy-two (72) hours of receipt
thereof. Failure of Company to approve or return corrected Copy
within one (1) week of receipt by Company shall constitute a material
breach of this Agreement.
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5.
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Issuance
Of Shares
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a)
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Payment. In
consideration of M4E’s commitment of the Media Credit, the Company shall
transfer to M4E, and/or its designee(s) listed in “Exhibit A,” attached
hereto, within five business days of the Effective Date five million
(5,000,000) restricted shares of Company’s common stock (“Compensation
Shares”), which are hereby valued at $0.001 per share. M4E’s
performance hereunder is contingent upon Company’s timely transfer of
Compensation Shares.
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b)
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Transfer Agent
Instructions. Upon the execution of this Agreement, the
Company shall issue instructions to the Company’s transfer agent (attached
hereto as “Exhibit A”) effecting the provisions of Section 6(a) herein.
Failure of Company to fully perform Section 6(a) or this Section 5(b)
shall be a material breach and shall excuse any further performance by M4E
under this Agreement.
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c)
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Nature of Compensation
Shares. The Parties acknowledge and agree that: (i) the rights and
obligations defined by this Agreement become binding upon execution of
this Agreement; and (ii) the consideration for all Compensation Shares
transferred hereby, regardless of the date of transfer, is represented
solely by M4E’s obligations hereunder, and M4E’s interest in all
Compensation Shares transferred hereunder immediately and irrevocably
vests in M4E upon the execution of this Agreement; and (iii)
the effective date of all Compensation Shares transferred hereby,
regardless of the actual date of transfer, shall be the Effective Date
hereof, and the tolling of any and all time periods relating to the
Shares, including but not limited to those relating to any restriction,
shall be calculated from the Effective Date hereof; and (iv) all
Compensation Shares transferred hereby shall be fully paid, non
assessable, common shares of the
Company;
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(v)
the number of Compensation Shares shall be adjusted for any stock splits,
stock dividends, combinations, recapitalizations and the like; and
(vi) no Shares transferred hereby shall be blocked in any way
or subject to rescission or cancellation for any
reason.
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d)
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Intrinsic Value of
Compensation Shares. The Parties acknowledge and agree: (i) the
market value of Company shares, calculated using a price quoted on the
exchange on which such shares trade, may not necessarily reflect a true
and accurate valuation of the Shares; (ii) the Media Value may bear no
relationship to the current or future value of the Compensation
Shares.
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e)
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Securities
Documentation. M4E agrees to submit with an executed copy of this
Agreement any such documentation, including but not limited to a
Confidential Investor Questionnaire and Subscription Agreement, as
Company’s counsel may deem necessary to comply with applicable securities
laws related to the issuance of the Compensation
Shares.
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f)
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Opinion Letter.
Company agrees to accept and represent to Company’s transfer
agent as valid, any opinion letter from M4E’s counsel regarding restricted
stock status and the removal of the legend
thereon.
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g)
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Execution
Fee. Company shall pay M4E an Execution Fee, payable in
cash, of three thousand dollars ($3,000) per month for the life of the
agreement, for the express purpose of offsetting a portion of M4E’s costs
associated with executing the Campaign. However, first payment
under this provision shall not commence until after the first one hundred
eighty (180) days from the commencement of the
Campaign.
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6.
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Registration
Rights
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a)
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Piggyback Registration
Rights. If, at any time or from time to time after the Effective
Date, the Company proposes to file a registration statement covering any
securities of the Company, other than an offering registered on Form S-8
or Form S-4 (or successor forms relating to employee stock plans and
certain business combinations), the Company shall, not less than thirty
(30) days prior to the proposed filing date of the registration statement,
give written notice of the proposed registration to M4E. Company agrees to
include in such registration statement, all Compensation Shares as M4E so
instructs, which instructions shall be delivered in writing to the Company
within 20 days of M4E’s receipt of Company’s notice of such registration.
If M4E requests, or as the Parties may agree, that fewer shares than M4E
then owns be included in such registration statement, M4E shall continue
to have piggyback registration rights for succeeding registration
statements until all Compensation Shares have been registered. Piggyback
registration rights pursuant to this paragraph are terminated at such time
as the Compensation Shares are eligible for resale under Rule 144 of the
Securities Act of 1933, as amended.
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b)
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Registration
Costs. Company will bear all expenses attendant to
registering the securities.
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c)
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Liquidated
Damages. In the event that the Company is required to include the
Compensation Shares in a registration statement pursuant to Section 6(a)
herein, and the Company fails to register the Compensation Shares, or if
the Compensation Shares are or become eligible for sale pursuant to Rule
144 and the Company does not provide all required documents, including but
not limited to any required legal opinion letter to remove any stock
restrictions, provided M4E provides all requisite documents required under
Rule 144 to the company, within one week of written request from M4E, the
Company shall pay as liquidated damages to M4E, in legal tender of the
United States, an amount equal to five percent (5%) of the total value of
this Agreement, for every thirty (30) day period until the restrictions
are lifted to a maximum of 25%,. The Parties hereto agree that
damages due to Company’s breach hereunder are difficult to determine as of
the Effective Date, and the Liquidated Damages hereunder are meant to
approximate M4E’s damages, and are not
punitive.
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7.
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Default
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Any
failure of the Company to (i) transfer Stock as required by Section 5, herein;
(ii) timely review and approve Copy supplied by M4E for review; or (iii) act in
good faith to effectuate the terms of this Agreement, shall constitute a
default. Upon Company’s default, all amounts due M4E hereunder shall
be due and payable, and M4E may in its sole discretion immediately suspend
performance and terminate this Agreement.
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8.
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Non-disclosure
Of Confidential Information
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For the
purposes of this Agreement, the expression “Confidential Information” means all information of any
nature previously, presently, or subsequently disclosed by one party (the
“Disclosing Party”) to the other party (the “Receiving
Party”), relating to the Disclosing Party’s business, including, but
not limited to, the terms of this Agreement, information concerning any entities
and/or interested parties and any analyses, compilations, studies other
documents which contain or otherwise reflect or are generated from such
information, all information relating to business, financial, customer and
product development plans, forecasts, lists, methods, strategies, compilations
and other information, inventions and ideas, including without
limitation, ideas, know how, inventions (whether patentable or not), schematics
and other technical information. However, Confidential Information does not
include any information that is generally known in the Receiving Party's
industry at the time of the signing of this Agreement, any information that the
Receiving Party rightfully had in its possession prior to the disclosure of such
information to the Receiving Party by the Disclosing Party, or any information
disclosed after the termination of this agreement. The Disclosing
Party Shall: Keep all Confidential Information secret and confidential; Not use
any Confidential Information to obtain any financial, commercial, trading and/or
other advantage, but rather use Confidential Information for the sole purpose of
effectuating the mutual transaction(s) contemplated hereby; Not disclose
Confidential Information to any third party whatsoever except as necessary to
effectuate the terms of this Agreement.
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9.
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Indemnification
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Company
shall indemnify and hold harmless M4E its agents, employees, legal
representatives, heirs, executors or assigns from and against any and all
losses, damages, expenses and liabilities (collectively “Liabilities”) or
actions, investigations, inquiries, arbitrations, claims or other proceedings in
respect thereof, including enforcement of this Agreement (collectively
“Actions”) (Liabilities and Actions are herein collectively referred to as
“Losses”). Losses include, but are not limited to all
reasonable legal fees, court costs and other expenses incurred in connection
with investigating, preparing, defending, paying, settling or compromising any
suit in law or equity arising out of this Agreement or for any breach of this
Agreement notwithstanding the absence of a final determination as to a Company’s
obligation to reimburse any of M4E Covenantees for such Losses and the
possibility that such payments might later be held to have been
improper.
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10.
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Choice
Of Law/Arbitration
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This
Agreement shall be governed by and construed in accordance with laws and
judicial decisions of the Commonwealth of Virginia, without regard to its
principles of conflicts of laws. The resolution of all disputes,
actions or proceedings arising out of this Agreement shall be determined solely
and exclusively by arbitration, by a single arbitrator, under the rules of the
American Arbitration Association as then in effect. The place of
arbitration shall be Fairfax County, Virginia. Any decision
rendered by the Arbitrator shall be final and binding, and any judgment upon any
award rendered by the Arbitrator may be entered in any court having
jurisdiction.
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11.
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Public
Announcements
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The
Parties will jointly agree to the form of a public announcement of this
Agreement and the proposed services. Neither party will, without the other’s
prior written consent and approval, issue any press release and/or other public
announcement relating to the terms and conditions set forth in (or the existence
of) this agreement or any additional press releases mentioning Media4Equity LLC
or any employee thereof, except for such disclosure to the public or to
governmental agencies as its counsel shall deem necessary to comply with any and
all applicable laws, rules or regulations. Company explicitly
acknowledges and agrees that no public announcement of any kind may be made
until Compensation Shares are issued pursuant to Section 5, above.
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12.
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Term/Termination
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a)
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Term. The terms
of this Agreement shall be effective as of the Effective Date, and
continue until the later of (i) one (1) year from the date the Company
first approves media for placement (which approval shall not be
unreasonably withheld); or (ii) three (3) years from the Effective
Date. The terms, conditions, and obligations of Sections 8, 9,
10, and 11 hereof shall survive the termination of this
Agreement.
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b)
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Term Certain.
As the execution of this Agreement triggers the reallocation of M4E’s
staff and resources, the Company may not terminate or cancel this
Agreement prior to the expiration of the Term set forth in Section 13(a)
herein.
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13.
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Successors
and Assigns
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The
Parties may not assign their rights or obligations hereunder except that M4E may
in its sole discretion assign the right to receive any compensation due
hereunder including without limitation any and all interest in the Compensation
Shares.
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14.
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Counterparts
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This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement. A telefaxed copy of this Agreement shall be deemed an
original.
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15.
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Headings
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The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.
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16.
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Modification
and Waivers
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No
change, modification or waiver of any provision of this Agreement shall be valid
or binding unless it is in writing, dated subsequent to the Effective Date of
this Agreement, and signed by both the Company and M4E. No waiver of any breach,
term, condition or remedy of this Agreement by any party shall constitute a
subsequent waiver of the same or any other breach, term, condition or
remedy.
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17.
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Severability
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If one or
more provisions of this Agreement are held to be unenforceable under applicable
law, such provision(s) shall be excluded from this Agreement and the balance of
the Agreement shall be interpreted as if such provision(s) were so excluded and
shall be enforceable in accordance with its terms.
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18.
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Entire
Agreement
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This
Agreement constitutes the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings duties or obligations
between the parties with respect to the subject matter hereof.
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19.
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Further
Assurances
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From and
after the date of this Agreement, upon the request of M4E, the Company shall
execute and deliver such instruments, documents or other writings as may be
reasonably necessary or desirable to carry out and effectuate fully the intents
and purposes of this Agreement.
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20.
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Notices
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All
notices or other communications required or permitted by this Agreement shall be
in writing and shall be deemed to have been duly received: (i) if given by
telecopier, when transmitted and the appropriate telephonic confirmation
received if transmitted on a business day and during normal business hours of
the recipient, and otherwise on the next business day following transmission,
(ii) if given by certified or registered mail, return receipt requested, postage
prepaid, three business days after being deposited in the U.S. mails, or (iii)
if given by courier or other means, when received or personally delivered, and,
in any such case, to the address and contacts indicated on the signature
page.
In
Witness Whereof, the parties hereto have executed this Agreement on APRIL 16,
2008:
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Media4Equity
LLC:
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COMPANY:
American Scientific Resources, Inc.
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Signature
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Signature
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Media4Equity
LLC
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American
Scientific Resources, Inc.
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▇▇▇▇▇▇▇
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▇▇▇▇▇,
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▇▇▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, MD, MBA
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President
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CEO
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▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇
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American
Scientific Resources, Inc.
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▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇▇▇.▇▇
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O:
(888)-563-5200
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▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇
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▇:
(▇▇▇)-▇▇▇-▇▇▇▇
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▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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C:
(▇▇▇)-▇▇▇-▇▇▇▇
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O:
▇▇▇-▇▇▇-▇▇▇▇
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Email
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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F:
▇▇▇-▇▇▇-▇▇▇▇
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E-mail:
▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
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Exhibit
“A”
DATE:
4/28/08
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TO:
Transfer Agent:
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Stalt,
Inc.
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▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇
▇
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▇▇▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
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Re: American
Scientific Resources, Inc.
Sirs:
Please
immediately issue shares of the above named company as authorized in the
accompanying resolutions as follows:
3,625,000
shares to and in the name of Media4Equity LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, via Federal Express FedEx Saver #▇▇▇▇-▇▇▇▇-▇ or Hand
Delivery.
500,000
shares to and in the name of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, via Federal Express FedEx Saver #▇▇▇▇-▇▇▇▇-▇ or Hand
Delivery.
750,000
shares to and in the name of ▇▇▇▇ ▇▇▇▇▇▇▇, c/o Media4Equity LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ #▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, via Federal Express FedEx Saver #▇▇▇▇-▇▇▇▇-▇
or Hand Delivery.
125,000
shares to and in the name of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇, via Federal Express FedEx Saver #▇▇▇▇-▇▇▇▇-▇ or Hand
Delivery.
Please
deliver the shares as set forth in the accompanying resolutions, and let me know
if you require any additional information or if I can be of any further
assistance.
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Very
truly yours,
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American
Scientific Resources, Inc.
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By:
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▇▇▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, MD, MBA
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CEO
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