Exhibit 10.1
SaVi Media Group, Incorporated
0000 Xxxx Xxxxxxx Xxxxxx #000 - Xxxxxxx, XX 00000
April 6, 2005
Contractual Agreement between SaVi Media Group and His Divine Vehicle, Inc., -
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Xxxxx Xxxxxx.
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The purpose of this document is to define the terms of an acquisition that is
hereby negotiated between SaVi Media Group (hereafter the Company) and His
Divine Vehicle, Inc., - Xxxxx Xxxxxx (hereafter Xxxxx Xxxxxx).
The undersigned hereby specify that they possess legal authority to negotiate in
good faith on behalf of SaVi Media Group, Inc., and His Divine Vehicle, Inc., -
Xxxxx Xxxxxx respectively.
The undersigned hereby specify that they are receiving confidential and
proprietary information that is necessary to facilitate these negotiations and
that they and/or their assignees and affiliates are prohibited from divulging
this information to any party prior to receiving approval from the other party.
Additionally, both parties acknowledge that they are bound by all applicable SEC
regulations regarding this proprietary information including prohibitions
against executing free market transactions based upon this confidential
information.
The undersigned hereby mutually agree that necessary resources and entities that
are revealed in negotiations represent exclusive relationships with the
originating party. The undersigned hereby acknowledge that these relationships
are proprietary for the originating party and will not be circumvented.
In the unlikely event that a party violates any terms of this agreement, the
undersigned hereby acknowledge that legal recourse may be pursued by the damaged
party.
Binding modifications of this agreement may be made in writing with signatures
from both parties.
SaVi Media Group and His Divine Vehicle, Inc., - Xxxxx Xxxxxx agree to the
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following:
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1- SaVi Media Group, Inc., will acquire 100% (One-Hundred Percent) of the
particular His Divine Vehicle, Inc., Xxxxx Xxxxxx Patents of the ECV-1,
First generation, the ECV-2, Second generation, the Power-Valve-1, first
Generation, the Power-Valve-2, Second generation, the Conical Coil,
thePneumatic Valve, the Hydraulic Valve, the Embedded PC, the Bios RTC,
the Baby Blanket, the Mouseketeirs, the rechargeable battery, the Smog
Cyclinator, the Real time Translator, the Private Caption Capture, the
Wireless Smart Grid Tablet, the magnetic Air-Skateboard, and the Smart
Clothes. Inclusive in this acquisition shall be the design and utility
patents pertaining including all real and/or intellectual properties. Both
SaVi Media Group and His Divine Vehicle, Inc., - Xxxxx Xxxxxx, have the
right to renegotiate on this agreement and all the patents due to any
company negligence to exact a profit in a three-year time frame, any
mishandling of the privileges herein, or as long as there is mutual
agreement of any modification made in writing with signatures from both
parties. His Divine Vehicle, Inc., Xxxxx Xxxxxx
2- SaVi Media Group, Inc. will provide $75,000,000 of additional
contingent consideration to His Xxxxxx Vehicle, Inc. - Xxxxx Xxxxxx, based
on the Company's future performance and ability to pay. This $75,000,000
of additional consideration, may be paid, at the discretion of SaVi Media
Group, Inc., in either cash or by granting stock options that provide
total net proceeds of $75,000,000 to His Divine Vehicle, Inc., - Xxxxx
Xxxxxx and partners. (This provision of this agreement shall be considered
a stock option that may be exercised after three months of the original
date of this contract and may be paid out immediately or over the next
(10) years dependent on revenues or the companies ability to pay. (The
option is $250.oo for every (1,000,000) One-Million shares of stock
purchased ).
3- SaVi Media Group, Inc., will issue a total of 5,000,000 (5 Million)
post-split shares of Restricted Common Stock to His Divine Vehicle, Inc.,
- Xxxxx Xxxxxx, the SaVi principle with a stock option to receive 125
million shares of common stock over the next three years with the right to
exercise the option any time after 3 months for the full amount. The
option is $250.oo for every (1,000,000) One-Million shares of stock
purchased). SaVi Media Group, Inc., will also issue a total of 5,000,000
(5 Million) post-split shares of Restricted Common Stock to Xxxxx
Xxxxxxxx, the founder and originator of this agreement and the current CEO
with a stock option to receive 125 million shares of common stock over the
next three years with the right to exercise the option any time after 3
months for the full amount. (The option is $250.oo for every (1,000,000)
One-Million shares of stock purchased).
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4- SaVi Media Group, Inc., will issue a total of 5,000,000 (Five-Million)
post-split shares of Preferred Stock A shares to Xxxxx Xxxxxx, the His
Divine Vehicle, Inc., - Xxxxx Xxxxxx principle and 5,000,000
(Five-Million) post-split shares of Preferred Stock A shares to Xxxxx
Xxxxxxxx, the founder and originator of this agreement. These Preferred
shares shall remain in Company escrow for three years.
5- This transaction is also conditioned on approval of necessary
compliance agencies such as the SEC. The company deems it suitable for
both parties to be compensated as independent contractors and therefore to
pay their own taxes or if they choose they may donate their proceeds to
any charitable organization or foundation or they may rescind the
compensation and have the company directly donate the proceeds to any
charitable organization and / or foundation.
6- Xxxxx Xxxxxx as the principle for His Divine Vehicle, Inc., - Xxxxx
Xxxxxx and Xxxxx Xxxxxxxx, the CEO of SaVi Media Group, shall both receive
monthly payments each of $10,000.00 (Ten - thousand dollars and no cents)
depending on revenues and / or capital recruitment, but no less than
$3,000.00 (Three - thousand dollars and no cents) starting September 1,
2004 through September 1, 2007 in order that they may oversee the SaVi
general operations, manufacturing operations, and to manage the overall
SaVi network. This contract is eligible for renewal on September 1, 2007
and/or for modification upon mutual consent and / or upon board review of
their performance.
7- 100% Ownership interest of these above mentioned intellectual
properties (patents) of His Divine Vehicle, Inc., - Xxxxx Xxxxxx, that are
now currently owned by SaVi Media Group, Inc., due to this contract,
allows SaVi Media Group to develop, manufacture and distribute these Savi
properties and products in order for SaVi Media Group to receive 100% of
the revenues of the ECV-1, First generation, the ECV-2, Second generation,
the Power-Valve-1, first Generation, and the Power-Valve-2, Second
generation, and then paying royalties to; His Divine Vehicle, Inc., -
Xxxxx Xxxxxx and partners, in the amount of 5% of the gross income.
8- In Three Calendar years, in the event that the; His Divine Vehicle,
Inc., - Xxxxx Xxxxxx patents do not generate revenues for the Company SaVi
Media Group, Inc., and its activities at least equal to costs associated
with this agreement and / or modified annual costs, whichever is less, the
Company retains the right to rescind this agreement or then to renegotiate
the contract with His Divine Vehicle, Inc. Both Xxxxx Xxxxxxxx & Xxxxx
Xxxxxx shall always partner up in their agreements concerning the sale of
their stock and / or company direction in order to remain equal in
benefits and to enhance accountability.
9- His Divine Vehicle, Inc., - Xxxxx Xxxxxx, will not require from SaVi
Media Group, Inc., any additional monies for licensing or for the
distribution of His Divine Vehicle, Inc., - Xxxxx Xxxxxx products. SaVi
Media Group, Inc will fund any patent costs, trade marks, copyrights,
manufacturing costs incurred by SaVi Media Group activities including but
not limited to building a five-million dollar R & D Lab, building a
manufacturing plant, and general manufacturing, etc. His Divine Vehicle,
Inc., - Xxxxx Xxxxxx will own these assets free & clear if the contract is
ever rescinded or the corporation is dissolved.
Duly signed, dated, and agreed upon both pages one and two. (Copies of
signatures shall be deemed as originals)
/s/ XXXXX XXXXXXXX Date: 04/06/2005
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Xxxxx Xxxxxxxx
CEO/President
SaVi Media Group, Incorporated
Representing; SaVi Media Group, Incorporated
/s/ XXXXX X. XXXXXX Date: 04/06/2005
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Name: Xxxxx X. Xxxxxx
CTO
His Divine Vehicle, Inc., - Xxxxx Xxxxxx Savi Holding Group
Representing; His Divine Vehicle, Inc., - Xxxxx Xxxxxx
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