Exhibit 10.9
LETTER OF AGREEMENT
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To: Silver Star Media Group, Inc. a subsidiary of Silver Star Foods Inc.,
and Prestige International Inc.
From: Xxxx Xxxxxxxxx, Premier Sports Media and Entertainment Group, Inc. and
Xxxx Xxxxx, Jaguar Investments, Inc.
Subject: Letter of Agreement for the Co-Publishing of XXXXXXXX XXX THE GREATEST
Date: December 28th, 2001
Principals: Silver Star Media Group, Inc. hereinafter referred to as
"Silver Star," Prestige International, Premier Sports Media and
Entertainment Group, Inc. and Jaguar Investments, Inc.
General Provisions and Assumptions
o Xxxxxxx Xxxxx will be the Circulation Coordinator of the Publishing
Project.
o Xxxx X. Xxxxxxxxx will be the individual publisher on the project Ali
The Greatest.
o Silver Star will be credited solely for the gross revenues from the
said project.
o All gross revenues which will run through Silver Star Media Group, Inc.
including but not limited to Internet Sales, Direct Response, QVC or
Home Shopping Network, Newsstand Sales, Wholesale, International Sales,
Bookstores, Memorabilia, etc.
o Silver Star Media Group, Inc. will be the lead publisher on the Ali The
Greatest Project pursuant to the contract between G.O.A.T. (Greatest Of
All Time) and Premier Section 11. which states that Premier may engage
the services of a co-publisher (Silver Star) so long as Premier remains
liable for its obligation hereunder and such co-publisher agrees in
writing to be bound by the provisions hereof." (APPENDIX A) "Contract"
o All ancillary contracts including but not limited to newsstand,
bookstores, QVC, Memorabilia etc. will contract directly with Silver
Star Media Group, Inc.
o All accounting and distribution of the gross revenues will be
distributed accordingly by Silver Star Media Group, Inc. pursuant to
the Ali contract.
o 20 signed copies by Xx. Xxx will be assigned to Silver Star upon the
signing of the said magazine pursuant to the contract.
o 1,000 copies of the magazine will be shipped to the corporate offices
of Silver Star.
o This letter of commitment is binding as it relates to the intent of all
parties to proceed to a final, binding agreement.
o All parties will be duly notified as to ancillary contracts that either
enters into including distribution, advertising, sales and related
operating agreements regarding the project.
o Content, style and form will be directed by Xxxx X. Xxxxxxxxx and
Prestige and/or the parties' designated representatives and/or
consultants. All parties agree that Xx. Xxx or his duly appointed
representative will approve all substantive content, style and
formatting elements as it relates to his name, likeness and approval
covenants contracted between Premier Sports Media and Entertainment
Group, Xx. Xxx, Silver Star.
o The collateral for said security is reflected in the Schedule of
Revenue Distribution as it regards cash flow assignments to service the
reimbursement of expenses.
The Project
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The Edition will be an oversized, soft cover publication offered for sale as a
collectible. It will contain photographs and stories featuring the history of
the heavyweight championship that will profile no less than ten former
heavyweight champions. Special profiles and photographs will be devoted to
Xxxxxxxx Xxx himself, including a cover page photo of the boxing legend. Xx. Xxx
will identify his picks for the top ten fighters of all-time and the top ten
bouts in boxing history. The terms include approval by Columbia Pictures to
include tie-ins to the December 2001 release of the Columbia motion picture
"ALI", starring Xxxx Xxxxx.
Silver Star Media Group, Inc. Deliverables
Investor agrees to perform or deliver the following:
o Will make the Ali signing payment in the sum of $300,000.00. This
payment will be escrowed into an attorney's account and released upon
amendment to Ali's Contract to state that payment of $300,000 will
service all obligations from Xx. Xxx and Xx. Xxx will accept the first
$200,000.00 out of the proceeds. Additionally, it will be disclosed
that Silver Star will be the lead Publisher of the said project. (see
amendment to contract between G.O.A.T. (Greatest Of All Time) and
Premier Sports Media and Entertainment Group, Inc. and Jaguar
Investments, Inc. and Silver Star Media Group, Inc. (APPENDIX B)
"Amendment to Contract"
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Prestige International Inc. Deliverables
Will provide the pubic relations firm, balance to Xxxx Xxxxx ($4,000.00),
miscellaneous, advertising signs i.e. Holland Tunnel, pre-press and the printing
cost. (APPENDIX C) "Printing Contract"
Premier Sports Media and Entertainment Group Deliverables
Premier Sports Media and Entertainment Group, Inc. agrees to perform or deliver
the following:
o Premier $100,000.000 towards the completion of the magazine. The
distribution will be as follows: TD Media $25,000.00, Graphic Designers
$50,000.00, $20,0000.00 Launch party and Internet set up $5,000. See
penalization
o Editorial, photographic and intellectual elements to ensure sufficient
content of the publication.
o Designers, writers and other sufficient staffing to ensure the quality
and quantity of content for the publication.
Financial Agreement
Assumptions
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o Silver Star will provide $300,000.00 of the capital investment needed
to secure Xx. Xxx'x involvement including the procurement and
assignment of rights necessary to secure such attachment. Schedule of
Profit Distribution.
o Silver Star will collect all gross receipts and revenue associated with
the sale of the magazine, advertising, sponsoring and all other
ancillary revenue associated with the sale of the publication.
Schedule of Revenue Distribution
Gross Revenues from the sale of the magazine will be credited in accordance with
the following schedule: (numbered items are in sequential order of revenue
outflow)
1. Cost of securing Xx. Xxx $200,000.00 see Assumptions
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2. Printer will be reimbursed all of its direct costs associated with its
participation in the magazine including but not limited to printer;
paper, binding, separation and any other ancillary costs attributed to
Premier regarding the magazine. "Printing Contract"
3. If there is a Silver Star Media Group, Inc. will be reimbursed for all
its direct cost including but not limited to $300,000.00 (Silver Star
Media Group.)
4. All invoices not to exceed $400,000.00 will be reimbursed for all cost
of goods associated with the magazine including but not limited to
publishing, Prestige International, Inc., TD Media and publicity costs.
5. Management and consulting fees according to the following schedule:
o Premier Sports Media and Entertainment Group, Inc. receives a
management fee of $50,000.
o Silver Star receives a management fee of $50,000.00.
o Xxxx X. Xxxxxxxxx a publishing bonus of $100,000.00.
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o TD Media will be paid $50,000 as a final installment of his
$75,000.00 consulting fee.
o Prestige International, Inc. receives a $100,000.00 management
fee for the mentioned services.
****In reference to number 5 the management fees enumerated by the bullet points
above will be paid in $25,000.00 increments commencing with the first enumerated
fee, then successively through the remaining fees, returning to the first
enumerated fee and rotating through as necessary.
Penalization
In the event that any of the abovementioned payments are not received within 3
business days of the mentioned date, the respective percentages will be
subtracted accordingly.
Silver Star receives 5% for each $100,000.00.
Premier receives 7.5% for its $100,000.00. if Premier fails to invest the
mentioned amount the percentage will be divided by vendors and or consultants
for services rendered.
Prestige International receives 2% for invoicing and 2% for advertisement.
**If Premier is unable to invest ($100,000.00) Prestige International, Inc. and
or Silver Star Media Group, Inc. will have the right of first refusal to invest
the ($100,000.00) for 7.5% of the net profits. However, if no investment is made
by the abovementioned then the 7.5% will be distributed accordingly to vendors
and consultants.
Schedule of Profit Distribution
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Upon completion of the revenue covenants, described in the Schedule of Revenue
Distribution, the net profits associated with the magazine project will be
distributed as follows:
o Xxxxxxxx Xxx 50%
o Silver Star Media Group, Inc. 15%
o Prestige International 11.5%
o Norvia 4%
o Xxxx X. Xxxxxxxxx 4%
x Xxxx Entertainment 3%
o TD Media 2.5%
o Premier Sports Media Group, Inc. 10%
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Agreed to this 28th day of December, 2001
/s/ XXXX XXXXX
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Xxxx Xxxxx, Chairman and CEO
Jaguar Investments, Inc.
/s/ XXXX X. XXXXXXXXX
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Xxxx X. Xxxxxxxxx, Esq., Publisher
Premier Sports Media Group, Inc.
/s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx, President
Silver Star Media Group, Inc.
/s/ XXXX XXXXXXXX
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Xxxx Xxxxxxxx, President
Prestige International, Inc.
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