AGREEMENT dated September 8, 2010 by and between: 3D FUTURE VISION, INC.(“3DFV”) a Florida corporation with primary offices at 2005 Tree Fork Lane, Suite 109, Longwood, FL 32750 and
Exhibit
99.1
25
YEAR EXCLUSIVE LICENSE AGREEMENT
AGREEMENT
dated September 8, 2010 by and between:
3D FUTURE
VISION, INC.(“3DFV”) a Florida corporation with primary offices at 0000 Xxxx
Xxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000 and
SMART
KIDS GROUP, INC. (“SKGI”) a Florida corporation with principal offices located
at Xxxxx 000, 0000-000 Xxxxxx, Xxxxxxxx Xxxxxxx, X0X 0X0 (collectively
(“Parties”).
WHEREAS,
“3DFV” a company controlled by Xxxxxxxxxx XxXxxxxxxxx who is the owner of all
the property rights in and to the XXXX D’S KIDS CLUB LIBRARY of production
properties, master recordings, scripts, trademarks and copyrights of the
character XXXX D ® related to the television programs, DVD’s and music from the
programs entitled “Xxxx D’s Kids Club®”, “Sing Along With Xxxx D”, “Sing Along
With Xxxx D – A Special Limited Edition DVD and “Xxxx D’s Pre-School Musical The
Series” (the “Programs”), including “Xxxx D®,” and all other characters in the
Program, and the Program’s name, logos and marks, and other materials, rights
and properties including over 340 original recorded songs as set forth in
Schedule B the “The Properties” attached;
WHEREAS,
“SKGI” accepts to enter into a 25 year license agreement for all properties
owned by “3DFV”;
WHEREAS,
“3DFV” will grant such a 25 year license agreement for all properties to
“SKGI”.
WHEREAS,
“3DFV” will be referred to as “licensor” and “SKGI” will be referred to as
“licensee”.
NOW
THEREFORE, in consideration of the promises and agreements set forth herein, the
Parties, each intending to be legally bound hereby, do promise and agree as
follows:
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1.
GRANT OF EXCUSIVE 25 YEAR PROPERTY RIGHTS
LICENSE.
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A.
Provided that all terms, conditions and payments in cash and in public
stock are received and met as set forth and agreed to by both parties in
this Agreement, the Letter of Intent (LOI), Schedule A as AMENDED and
signed on September 8, 2010 and the Addendum to Schedule A as AMENDED and
signed on September 8, 2010 hereto attached which supersedes any other
previously signed documents by the parties, “licensor” hereby grants and
conveys to “licensee” a license to use and license to others all rights to
“the properties” with the written consent within a reasonable time of
Xxxxxx XxXxxxxxxxx including inventories, master tapes, DVD’s, CD’s and
contracts associated with all of “the properties” owned by “licensor” as
set forth in Schedule B, including, but not limited to, the exclusive
right and license to use the name, image, and likenesses of the
Properties, including logos and marks, and to use the name, image and
likeness of the Property’s characters, including “Xxxx D®” for the
promotion, sale and manufacturing of products derived from “the
properties” by third parties throughout the world for a period of
twenty-five years provided that a Licensing Fee is paid by all third
parties for those rights to “licensee” except in the case of 3D Future
Vision, Inc. the General Partner of the XXXX D BRAND LIBRARY, LLLP or the
Xxxx D & The Transistor Sisters-The Movie, LLLP who shall not be
required to pay Smart Kids Group, Inc. the public company any upfront
advances or licensing fees for the use of “The Properties” as stated in
the XXXX D LIBRARY BRAND, LLLP Business Plan dated September 6, 2010 and
the Xxxx D & The Transistor Sisters-The Movie, LLLP Business Plan.
During the term of this License Agreement, ownership of “the physical
properties” shall continue to be owned by “licensor” and remain at all
times the exclusive possession of “licensor” in a climate controlled vault
at MG Studios, Longwood, FL and cannot be moved or transferred to any
other location without the exclusive written consent of Xxxxxx
XxXxxxxxxxx, Chairman, CEO & President of licensor and Xxxxxxxxxx
XxXxxxxxxxx, Principal owner.
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B.
Provided that all payments to 3DFV per the terms of the Letter of Intent
(LOI), Schedule A as AMENDED and signed on September 8, 2010 and the
Addendum to Schedule A as AMENDED and signed on September 8, 2010 are
current, all future royalties, payments, monies earned and license fees
shall be changed to SKGI from 3DFV and deposited to the Royal Bank (RBC)
and distributed by the Board of Directors as per the terms of the
Letter of Intent (LOI), Schedule A as AMENDED and signed on September 8,
2010 and the Addendum to Schedule A as AMENDED and signed on September 8,
2010.
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2.
TERM.
The Term
of this Agreement and the license or licenses contained herein, shall be for
Twenty-five years (25) and renew provided that all terms, conditions,
obligations and payments are met to “licensor”, Xxxxxx XxXxxxxxxxx or BJD
Planning, Inc. according to the terms of the Letter of Intent (LOI), Schedule A
as AMENDED and signed on September 8, 2010 and the Addendum to Schedule A as
AMENDED and signed on September 8, 2010 hereto attached.
3.
CONSIDERATION.
In full
consideration to licensor, BJD Planning, Inc. companies owned by Xxxxxxxxxx
XxXxxxxxxxx and to Xxxxxx XxXxxxxxxxx or his assigns for the grant of the 25
year exclusive license for the rights to the physical properties and
intellectual properties, “licensee” shall give “licensor” equal ownership in the
public company and other considerations as stated in the LOI, Schedule A as
AMENDED and signed on September 8, 2010 and the Addendum to Schedule A as
AMENDED and signed on September 8, 2010 hereto attached. For additional
consideration to oversee copyrights and trademarks as stated below for the use
the of the intellectual property rights including copyrights, registered
trademarks and trademarks pending for characters created, scripts, music, toys
and toy designs owned exclusively by Xxxxxx and Xxxxxxxxxx XxXxxxxxxxx joint
tenants in the entirety which have been licensed along with the good will to
“licensor” and are included in this License for a period of twenty-five (25)
years to “licensee” as stated in the LOI, Schedule A as AMENDED and signed on
September 8, 2010 and the Addendum to Schedule A as AMENDED and signed on
September 8, 2010, BJD Planning, Inc. owned by Xxxxxxxxxx XxXxxxxxxxx
shall receive payments on a pari pasu (dollar for dollar basis) consideration as
stated in the LOI, Schedule A as AMENDED and signed on September 8, 2010 or the
Addendum to Schedule A as AMENDED and signed on September 8, 2010 of
Five-thousand dollars ($5,000) per month for the term of the License Agreement.
Such payment shall be made on the first day of each month, but no later than the
fifteenth day of each month from any money received from SKGI's $10,000,000
equity line of credit currently with Auctus Private Equity Funding or any other
revenues , investments or loans received by “SKGI” from the sale of it's public
stock, bridge loans or other revenues received as the general Partner of any
Business Plans or from licensing fees and royalties received from the sale of
products including but not limited to DVDs, CDs, Toys, Movies, Television
programs, the Internet and any and all other devices now known or unknown
throughout the universe from licensing revenues and sales derived from any
worldwide third party. In addition, in consideration of these rights, “SKGI”
shall abide by such standards of quality and type of services as may be
established from time to time by “licensor” in order to maintain the image and
high standards known to the public in quality, type and style of services, goods
and merchandise sold under the trademarks and service marks. To this end,
“licensor” or any authorized representative of “licensor” shall have the right
to inspect and approve from time to time the services provided by “licensee” and
the goods and any merchandise offered for sale by “licensee” under the
trademarks and service marks. “licensee” undertakes to use “licensor's” logo
lettering of the trademarks and service marks and other trade dress in all
circumstances and without change unless any such changes are first approved in
writing within a reasonable time by Xxxxxx XxXxxxxxxxx or an authorized person
from “licensor”.
This
Agreement may be terminated by notice in writing if either party is in breach of
this Agreement or any of the terms and conditions of the LOI, Schedule A as
AMENDED and signed on September 8, 2010 and the Addendum to Schedule A as
AMENDED and signed on September 8, 2010, and such breach is not corrected by the
majority of the Board of Directors within thirty days (30) of receiving notice
of such breach.
4.
TRADEMARKS AND COPYRIGHTS.
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A.
It is understood and agreed that “licensor”, BJD Planning, Inc., Xxxxxx
and Xxxxxxxxxx XxXxxxxxxxx joint tenants in the entirety, have licensed
certain intellectual property rights and physical properties and all the
good will associated with these properties to “licensee” through this
License and provided that there in no breach of this Licensing Agreement
and all payment obligations in cash and public stock are made on time, the
license for the trademarks and copyrights shall be in effect according to
the terms of the Licensing Agreement, LOI and Schedule A as AMENDED and
signed on September 8, 2010 and the Addendum to Schedule A as AMENDED and
signed on September 8, 2010 hereto
attached.
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B.
It is understood and agreed that Xxxxxx & Xxxxxxxxxx XxXxxxxxxxx joint
tenants in the entirety, are the exclusive owners of all rights, title,
and interest in all trademarks, copyrights, other intellectual
property rights and derivative materials and these rights and all the good
will associated with these rights have been licensed to 3D Future Vision
and BJD Planning, Inc. for consideration and “licensor” will license these
rights and all the good will associated with these rights to “licensee”
for Twenty-five years and any renewal thereafter to be negotiated provided
all payments and obligations are met according to the terms in the LOI,
Schedule A as AMENDED and signed on September 8, 2010 and the Addendum to
Schedule A as AMENDED and signed on September 8, 2010 hereto
attached.
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C.
“The Parties” agree to execute any
documents reasonably requested by the other party to affect any of the
above provisions.
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5.
INFRINGEMENTS.
“licensee” shall have the right, in its
sole discretion, to prosecute any lawsuits against third-parties for
infringement of the Properties licensed. “The Parties” agree to fully cooperate
with “licensee” in the prosecution of any such suit, at “licensee's”
expense. The party bringing such suit shall be solely responsible for the
cost thereof and any expenses incurred by “The Parties” in connection with any
lawsuits, “licensee” shall be entitled to retain any sums recovered provide all
expenses are paid to “The Parties” and payments and financial obligations to
“The Parties” have been met according to the terms in the LOI, Schedule A as
AMENDED and signed on September 8, 2010 and the Addendum to Schedule A as
AMENDED and signed on September 8, 2010 hereto attached.
6.
REPRESENTATIONS, WARRANTIES AND INDEMNIFICATIONS.
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A.
“licensor” hereby warrants and
represents to “licensee” that it is the owner and possesses all rights and
all the good will associated with the rights in “the Physical Properties”
necessary for the grant of this License, including all copyright and any
applicable trademark rights
therein.
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B.
“licensee” hereby agrees to
indemnify and hold harmless “licensor”, Xxxxxx and Xxxxxxxxxx XxXxxxxxxxx
and BJD Planning, Inc. and its officers, directors, licensees, and assigns
from and against any and all claims, damages, liabilities, costs, and
expenses arising out of a breach of the foregoing warranty and any third
party claims that may or may not arise in the future during the term of
this License and the terms of the LOI, Schedule A as AMENED and signed on
September 8, 2010 and the Addendum of Schedule A as AMENDED and signed on
September 8, 2010 hereto
attached.
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7.
TERMINATION.
The
following termination rights are in addition to the termination rights that may
be provided elsewhere in the Agreement and in the LOI, Schedule A as AMENDED and
signed on September 8, 2010 and the Addendum to Schedule A as AMENDED and signed
on September 8, 2010 hereto attached:
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A.
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Provided
that fifty-percent (50%) of the public stock ownership of “SKGI” is owned
by “licensor” per the terms of the LOI, Schedule A as AMENDED and signed
on September 8, 2010 and the Addendum to Schedule A as AMENDED and signed
on September 8, 2010 exclusive of previous shareholders and remains
the same during the term of this Licensing Agreement, and “SKGI” is on
time with all of their Quarterly and Annual SEC filings during the term of
this License and “SKGI” is not removed or de-listed from trading on the
NASDAQ over the counter Bulletin Board OTCBB during the term of this
Agreement, this Agreement shall stay in
force.
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1.
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A stock option or a
warrant shall be issued but not exercised to both Xxxxxxx
Xxxxxxxx and licensor to insure that in the future the balance of equal
ownership shall remain in effect without change as described in the LOI, Schedule
A as AMENDED and signed on September 8, 2010 and the Addendum to
Schedule A as AMENDED and signed on September 8, 2010 exclusive of
previous shareholders. If any discrepancy occurs in the calculation of an
equal ownership amount of stock due to licensor, the Board shall review
the discrepancy and correct it if required within seven business days or
this Agreement and all rights and properties conveyed to “licensee” shall
be returned to “licensor” in perpetuity without any obligation of payment
or the return of any stock or cash payments given or made to “licensor”,
Xxxxxx and Xxxxxxxxxx XxXxxxxxxxx joint tenants in the entirety and BJD
Planning, Inc. by “licensee” whatsoever. For clarification purposes,
should “licensee” be sold, acquired, abandoned, declared bankrupt, or
otherwise changes its management, business structure, ownership, equal
ownership with licensor or any combination thereof, all rights granted to
“licensee” pursuant to this License Agreement, the LOI, and Schedule A as
AMENDED and signed on September 8, 2010 and the Addendum to Schedule A as
AMENDED and signed on September 8, 2010 hereto attached shall belong to
“licensor”, Xxxxxx and Xxxxxxxxxx XxXxxxxxxxx and BJD Planning, Inc.
If the ownership of “licensee” remains the same, “licensor” may terminate
this Agreement upon thirty (30) days written notice to “licensee” in the
event of a breach of any provision of this Agreement by “licensee”,
provided that, during the thirty (30)-day period, the breaching party
fails to cure the
breach.
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2.
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Although “licensee' warrants that
as a public company, due diligence was performed by the Security Exchange
Commission, to date “licensor” has used its best efforts to acquire due diligence information
regarding “licensee” the corporation, and its officers, but because
“licensee” and its officers reside and are located in Canada,
background checks have not been acquired and total due diligence has not
been fulfilled. Therefore “licensor” reserves the exclusive right
and “licensee” agrees to terminate this Agreement at anytime should any
damaging information surface about “licensee” or its officers and all
rights convey by the License to licensee shall revert back to “licensor”
with no obligation.
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8.
JURISDICTION AND DISPUTES.
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A.
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This
Agreement shall be governed by the laws of
Florida.
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B.
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All
disputes hereunder shall be resolved in the applicable state or federal
courts of Florida. The Parties consent to the jurisdiction of such
courts, agree to accept service of process by mail, and waive any
jurisdictional or venue defenses otherwise
available.
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9.
AGREEMENT BINDING ON SUCCESSORS.
This
Agreement shall be binding on and shall inure to the benefit of the Parties
hereto, and their heirs, administrators, successors, and assigns. Any
heirs, administrators, successors, and assigns of “licensee” are subject to the
termination provisions of Paragraph 7 of this Agreement.
10.
WAIVER.
No waiver
by either Party or any default shall be deemed as a waiver of any prior or
subsequent default of the same or other provisions of this
Agreement.
11.
SEVERABILITY.
If any
provision hereof is held invalid or unenforceable by a court of competent
jurisdiction, such invalidity shall not affect the validity or operation of any
other provision and such invalid provision shall be deemed to be severed from
the Agreement.
12.
ASSIGNABILITY.
“licensee” may not assign its
responsibilities under this Agreement without the written permission of
“licensor”. “licensor” may assign this Agreement.
This License Agreement shall be in
force and effective upon the signatures of the representatives of
“licensee” and “licensor”, the written resignation of all “licensee” directors
except for Xxxxxxx Xxxxxxxx and Xxxx Xxxxxxxxx, the installation of two
licensor directors to the Board of licensee, the delivery of a stock
certificate with an equal 50%-50% amount of shares as is owned
by Xxxxxxx Xxxxxxxx for the joint control of “licensee” the public
corporation and provided that all of the terms and conditions stated in the LOI,
Schedule A as AMENDED and signed on September 8, 2010 and the Addendum to
Schedule A as AMENDED and signed on September 8, 2010 hereto attached
are met.
IN
WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have
each caused to be affixed hereto its or his/her hand and seal the day
indicated.
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SMART
KIDS GROUP, INC.
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3D
FUTURE VISION, INC.
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/s/
XXXXXXX XXXXXXXX
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/s/
XXXXXX XXXXXXXXXXX
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By
Xxxxxxx
Xxxxxxxx
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By
Xxxxxx Xxxxxxxxxxx
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Title:
Founder and Chairman
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Title:
President
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Date:
September 9, 2010
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Date:
September 9, 2010
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AMENDED
SCHEDULE A
TERMS OF
A 25 YEAR EXCLUSIVE LICENSE AGREEMENT TO BE ATTACHED TO A LETTER OF INTENT AND
THE LICENSING AGREEMENT DATED August 24, 2010 and AMENDED and signed September
8, 2010 between:
Smart
Kids Group Inc. (SKGI) and 3D Future Vision, Inc. (3DFV)
The
following are finalized terms agreed to by both parties to be attached to an
exclusive Letter of Intent (LOI).
Upon the
completion of the final definitive exclusive 25 year License Agreement, provided
that the terms and conditions in SCHEDULE A are met, SKGI, will have acquired an
exclusive 25 year license from 3DFV, Inc. of properties called the XXXX D BRAND
LIBRARY as described by a property list to be supplied during the due diligence
period. As part of this transaction, Xxxxxxx Xxxxxxxx and 3DFV will become equal
shareholders of SMART KIDS GROUP, INC. a public corporation.
Among
other considerations, SKGI, Inc. shall have in the interim four directors.
Xxxxxxx Xxxxxxxx and Xxxxxx XxXxxxxxxxx will be both appointed Co-Chairman of
the Board of Directors; Xxxx Xxxxxxxxx, Director and a person designated by
Xxxxxx XxXxxxxxxxx, Director for a period of five years and may not be removed
by any shareholder proxy vote for a period of five (5) years except for cause
such as fraud, SEC violations or criminal activities. The board will appoint in
the near future one other director who’s term will be one year and agreed to by
the Board of Directors but not sooner than one year of the date of the execution
of the definitive License Agreement. The board will retain an odd number of
members and no more than seven members. The public corporation shall have two
divisions with a number of licensed “Brand Names which may include the “XXXX D
BRAND LIBRARY”, the “3D FUTURE VISION BRAND” and any other Brands ie: “BE ALERT
XXXX BRAND” and all other properties, to be licensed by the public corporation
as outlined in point #3.
In full
consideration of the exclusive 25 year license that SKGI will obtain from 3DFV
and the completion of a due diligence process, and the execution of an
acceptable definitive License Agreement by both companies the following shall
occur within thirty days:
3DFV,
Inc. and Xxxxxxx Xxxxxxxx will have equal shares of common stock in
SKGI.
Xxxxxxx
Xxxxxxxx and Xxxxxx XxXxxxxxxxx shall be named Co-Chairmen of the Board of
Directors, a person designated by Xxxxxx XxXxxxxxxxx and Xxxx Xxxxxxxxx shall be
appointed Directors. The board will appoint in the near future from one to three
other directors each having a one year term which can be extended by a vote of
the initial four directors. The board will retain an odd number of members with
no more than seven members.
The
public company will entail 2 divisions of Smart Kids Group Inc. – the corporate
side and the creative side.
Xxxxxxx
Xxxxxxxx – Founder and President and Co-Chairman of the Board of
Directors
Xxxxxx
XxXxxxxxxxx- Chief Executive Officer and Co-Chairman of the Board of
Directors
Xxxx
Xxxxxxxxx – Chief Operating Officer and Director
A person
designated by Xxxxxx XxXxxxxxxxx, Vice-President and Director
A Chief
Financial Officer - to be determined jointly by Xxxxxx XxXxxxxxxxx and Xxxxxxx
Xxxxxxxx
Creative:
Production
Division: Xxxxxxx Xxxxxxxx and Xxxxxx XxXxxxxxxxx – Co-Chair
Entertainment
Division – Xxxxxx XxXxxxxxxxx, Xxxxxxx Xxxxxxxx
Licensing,
Sales and Marketing Division – A person designated by Xxxxxx
XxXxxxxxxxx
Smart
Kids Travel Company – Xxxx Xxxxxxxxx
New five
(5) year contracts of $10,000 US per month dependent upon funding will be drawn
up for all executive employees with performance clauses. All executive employees
will start at the same base wage in order to maintain fairness and
positive steps moving forward.
Xxxx
Gibilsco consultant agreement will be reviewed and amended with the consultant
fee and stock option plan as per board approval. Based on the approval of Xxxx
Xxxxxxxxx, MG Studios will enter into a licensing agreement for 5 years with
stock options as per board approval.
All
current 3DFV, Inc. and SKGI agreements shall remain in force upon the execution
of the acceptable final License Agreement with the exception of review of
Xxxx Xxxxxxxxx and MG Studios.
During
the term of the letter of Intent, 3DFV, Inc. shall have the exclusive right to
pursue private funding for the XXXX D movie with the Xxxx D Movie Business Plan
and distribution of the XXXX D LIBRARY with funding to be received using the
XXXX D BRAND LIBRARY Business Plan, the manufacturing cost for 46” 3D Flat
screen displays by the 3D Signage Business Plan, and funding for the XXXX D'S
PRE-SCHOOL MUSICAL-THE MOVIE Distribution. After the License Agreement is
signed, all Directors agree that all terms and conditions in the Movie Business
Plan, 3D Signage Plan and the DVD Business Plan and all consulting contracts to
individuals in all of those plans shall remain in force and honored by the
public company. And SKGI shall also have the exclusive right to pursue private
funding for the ABC and FMF 2 series with all contracts to be in forced and
honored by the newly merged entity as well.
Upon the
execution of the Licensing Agreement no later than November 30, 2010,
the public company will pay on a pari pasu basis (dollar for dollar) from the
first money received from the equity line of credit or any SKGI stock sales that
are sold by the corporation after the Licensing Agreement is signed in the
following manner: a total of $263,088 for the
licensing rights to the XXXX D BRAND LIBRARY to 3DFV and $263,088 to SKGI to
cover all SEC filing fees including audits and legal fees. Once this total
amount of $526,176
is paid the corporation will focus on raising additional operating
expenses ie: salaries and overhead the amount (TBD), and money to be raised for
projects that can generate immediate revenue by approval of the
board.
Both SKGI
and 3DFV, Inc. shall not shop a Merger, Acquisition or the acquisition of an
exclusive property License Agreement with any other company during the term of
the exclusive Letter of Intent.
SKGI and
3DFV, Inc. shall be bound by the terms of the letter of Intent and neither
company shall be permitted to release any public press releases or have any
discussions or leak any information to the media, to any market makers and
brokers during the term of the Letter of Intent.
At the
time the final exclusive License Agreement is executed, 3DFV and Xxxxxxx
Xxxxxxxx will be issued the number common shares for the amount agreed upon
which is 200 million shares each in total. A change of control clause exists in
the licensing agreement for SKGI, but will be amended to be an even split
between SKGI and 3DFV.
Both
parties have the right to terminate the Letter of Intent within seven business
days with written notice for cause.
The
License Agreement shall abide by the laws of the State of Florida.
The new
address of the public corporation shall be 0000 Xxxx Xxxx Xxxx, Xxxxx 000,
Xxxxxxxx, XX 00000 with an executive office located in Alberta,
Canada
Both
parties agree that these terms are acceptable and are attached as SCHEDULE A of
the Letter of Intent that will be subject to the approval of the Board of
Directors of both corporations.
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/s/
Xxxxxxx Xxxxxxxx
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/s/
Xxxxxx XxXxxxxxxxx
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Xxxxxxx
Xxxxxxxx
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Xxxxxx
XxXxxxxxxxx
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3D
Future Vision, Inc.
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| August 24, 2010 and September 8, 2010 | August 24, 2010 and September 8, 2010 |
ADDENDUM
TO SCHEDULE A
dated
August 24, 2010, signed August 31, 2010 and AMENDED and signed on September 8,
2010
and
attached to the Letter of Intent and the Licensing Agreement
FOR
VALUABLE CONSIDERATION THIS ADDENDUM shall clarify the order of payments and
other changes on Page Two of SCHEDULE A including paragraph two (2) and
paragraph six (6) .
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1.
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PARAGRAPH TWO (2) SHALL BE
CHANGED AS FOLLOWS: The amount of $10,000 per month per person
shall be deleted from paragraph two and the following in number (4) below
shall be in effect:
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2.
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PARAGRAPH SIX (6) SHALL BE
CHANGED TO: (1) Upon the execution
of the License but no later than November 30, 2010, $263,008 shall be paid
to Xxxxxx XxXxxxxxxxx or his assigns for a 25 Year Exclusive Property
License for the XXXX D BRAND LIBRARY and $263,008 shall be paid to SKGI
for SEC filing fees including payments for legal services and and auditing
services. These payments shall be made on a pari pasu basis (dollar for
dollar) from the first money received from the $10,000,000 equity line of
credit or any other public stock sales. (2) Immediately
following the satisfaction in full of payments due Number One above, Xxxx Xxxxxxxxx shall
begin to receive $4,500 per month as a full time exclusive COO and
director. (3)
Immediately following the first month of Xxxx Xxxxxxxxx'x new full time
exclusive contract, The company shall pay $5,000 per month to Smart Kids
Holding International, Inc. and $5,000 per month to BJD Planning, Inc. on
a pari pasu basis with Xxxx Xxxxxxxxx for the term of a 25 Year
Intellectual Property License for their intellectual properties including
copyrights, trademarks to various characters, scripts, logos and rights of
use and the term of Xxxx Xxxxxxxxx new Five year full time exclusive
contract respectively. (4) Among other
considerations, SKGI, Inc. shall have in the interim four directors.
Xxxxxxx Xxxxxxxx and Xxxxxx XxXxxxxxxxx will be both appointed Co-Chairman
of the Board of Directors; Xxxx Xxxxxxxxx, Director and a person
exclusively designated by Xxxxxx XxXxxxxxxxx as a Director for a period of
five years and may not be removed by any shareholder proxy vote for a
period of five (5) years except for cause such as fraud, SEC violations or
criminal activities. Once all payments are made for number (1) and as long
as payments for numbers (2) and (3) above are being timely made and the
company can afford it, Xxxxxx XxXxxxxxxxx exclusively shall designate a
person that shall
receive $4,500 per month as a vice-president for a period of five years
after the corporation has satisfied all other payments and obligations as
stated above.
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RECAP OF THE ORDER OF
PAYMENTS:
First:
$526,176 paid first to X.X. and SKGI.
Second:
$4,500 per month paid to Xxxx Xxxxxxxxx
Third:
$5,000 per month each paid to SKIH and BJD.
Fourth:
$4,500 shall be
paid to a person exclusively designated by Xxxxxx XxXxxxxxxxx.
NOTE #1: (A) Provided
that all financial obligations are fulfilled in Paragraph Two above, Xxxxxxx
Xxxxxxxx and Xxxxxx XxXxxxxxxxx shall not receive any salaries as officers
during the term of their five year contracts, however a majority of the Board of
Directors may increase salaries of full time officers to $10,000 per month and
award a salary to Xxxxxxx Xxxxxxxx and Xxxxxx XxXxxxxxxxx.
NOTE #2: (A) All
checks from the corporate bank account shall require two signatures, one of
which shall be Xxxxxx XxXxxxxxxxx. (B) A majority of the Board can decide from
time to time to acquire Bridge Loans for the company to pay overhead and other
expenses. (C) The Board of Directors shall at all times use their best efforts
to have the company pay for operating costs related to the public
company.
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1.
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PRODUCTION COMPENSATION:
On all future XXXX D productions, XXXX & CLARE or other productions
including television programs, DVDs and movies, J & B XxXxxxxxxxx and
Xxxxxxx Xxxxxxxx shall be compensated equally as Executive
Producers.
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August
24, 2010 with final signatures dated September 8, 2010
ACCEPTED
& AGREED TO DATED:
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/s/
Xxxxxxx Xxxxxxxx
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/s/
Xxxxxx XxXxxxxxxxx
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Xxxxxxx
Xxxxxxxx
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Xxxxxx
XxXxxxxxxxx
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3D
Future Vision, Inc.
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