EXHIBIT 10.29
CONTRACTOR, CONFIDENTIAL INFORMATION
AND NON-SOLICITATION AGREEMENT
This Contractor, Confidential Information and Non-Solicitation Agreement
(the "Agreement") is made and entered into as of this 1st day of June, 2002 (the
"Effective Date"), by and between Brilliant Digital Entertainment, Inc., a
Delaware corporation ("BDE" or the "Company"), located at 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx Xxxxx, XX 00000 and SRO Consultants, Inc., a California
corporation ("Contractor"), located at 00000 Xxxxxxxx Xxxx., Xxxxx 0000, Xxx
Xxxxxxx, XX 00000.
RECITALS
A. The Company is engaged in the business of, among other things,
developing, producing, marketing and distributing: (1) 3D authoring tools
(software); (2) digital animated entertainment; (3) interactive, 3D animated
with audio, rich media banner advertisements for the internet ("Brilliant
Banners); (4) ad serving software necessary for Brilliant Banners to be
displayed on web pages; and (5) enterprise solutions for distributed network
services, processing and storage through its majority ownership in the entity
sometimes referred to as the "alternate network", which is a private,
peer-to-peer network ("Altnet").
B. Contractor is engaged by the Company to perform the duties described
in Exhibit C and, in connection with its engagement, has been and/or will be
exposed to Confidential Information (as defined below) and may participate in
the development and/or sales and marketing activities of the Company's Altnet
business as referred to in Recital "A" above, in addition to many other
confidential aspects of the Company's business. It is understood that for the
period of Contractor's engagement hereunder, Contractor's services may be
non-exclusive to Company. However, Contractor agrees that, for the term hereof,
Contractor shall not perform any services for any person or firm that is in a
business that is competitive with Altnet.
C. Contractor has received and will, in the course of Contractor's
engagement with the Company, continue to receive training with respect to and
acquire personal knowledge of the Company's products, plans and business
relationships with customers and potential customers.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing facts and the covenants
hereinafter set forth, and in consideration of the Contractor's engagement, the
Company and Contractor agree as follows:
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1. DEFINITIONS.
For the purposes of this Agreement, the following terms have the
following definitions:
(a) "Confidential Information" means all information of any kind,
type or nature (written, stored on magnetic or other media or oral) which at any
time during the engagement of Contractor by the Company is or has been compiled,
prepared, devised, developed, designed, discovered or otherwise learned of by
Contractor to the extent that such information relates to the Company or any of
its affiliated entities including, without limitation, all of the Company's
price lists, pricing information, customer lists, customer information,
financial information, trade secrets, formulas, patterns, compilations, devices,
methods, techniques, processes, confidential trade knowledge and computer
programs and information; provided, however, that any such information which is
generally known to the public or which may be obtained by a reasonably diligent
businessman without material cost or effort from trade publications or other
readily available and public sources of information shall not be deemed to be
Confidential Information, unless such information was first published in breach
or violation of this Agreement.
(b) "Person" means any individual, corporation, partnership, limited
liability company, trust, government or regulatory authority, or other entity.
2. TERM OF THE ENGAGEMENT; COMPENSATION.
(a) TERM. The initial term of this Agreement shall be for a period of
twelve (12) months, commencing on the Effective Date (the "Initial Term").
Nothing in this Agreement shall be construed as obligating the Company to
continue to engage Contractor beyond such Initial Term, however Contractor's
duties pursuant to this Agreement may be extended by mutual agreement between
the Company and Contractor.
(b) ADVISORY WARRANTS. The Company recognizes the value of
Contractor's past business experiences and relationships, Contractor's recent
efforts on behalf of the Company, particularly related to strategic consulting
and the potential value of Contractor's services to be performed for the
Company. Therefore, as incentive for Contractor to enter into this Agreement,
and as partial consideration for Contractor performing the duties pursuant to
Exhibit C attached hereto, upon the execution of this Agreement by authorized
signatories, the Company shall issue a warrant to purchase up to One Hundred
Fifty Thousand (150,000) shares of the Company's common stock (the "Advisory
Warrants"). All Advisory Warrants will be issued in the standard form of the
Company, shall vest one-twelfth (1/12) every month, will be priced at Seventeen
Cents ($0.17) per share and shall expire forty-eight (48) months from the
Effective Date. The Advisor Warrants shall not be registered, but upon exercise
shall be entitled to "piggy back" registration rights. Contractor acknowledges
that it is an "accredited investor" as defined in Regulation D under the
Securities Act of 1933, as amended (the "Securities Act"), and that the exercise
of the Advisory Warrants would be done so for investment purposes and not with a
view to further distribution.
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(c) PERFORMANCE WARRANTS AND BONUS WARRANTS. The Company shall issue
a warrant to Contractor to purchase additional shares of the Company's common
stock (the "Performance Warrants"), upon closing of a deal between the companies
listed in Attachment A and the Company. The Performance Warrants will be priced
at Seventeen Cents ($0.17) per share and the number of warrants granted will be
based upon the schedule listed in Attachment A and will vest immediately upon
closing of each deal. Total Performance Warrants issued to Contractor shall not
exceed Five Hundred Thousand (500,000) shares. Additionally, Contractor shall be
afforded the opportunity to earn additional warrants under the following terms:
for every Three Dollars ($3.00) of BDE Revenue (as hereinafter defined) earned
by BDE or any of its subsidiaries, not including the revenue attributed to the
companies listed on Attachment A, Contractor shall receive One (1) warrant to
purchase One (1) share of the Company's common stock (the "Bonus Warrants"). For
purpose of this Agreement, "BDE Revenue" is defined as the cumulative net
revenue recognized by the Company or any of its subsidiaries including but not
limited to Altnet, according to generally accepted accounting principals ("Net
Revenue"), for revenue that accrues to Company substantially based on the
efforts of Contractor in performing its duties as described in Exhibit C
attached hereto. If the parties disagree as to a the application of the above
standard and the subsequent determination of Consultant's entitlement to
additional warrants, such dispute shall be resolved by the arbitration process
set forth herein. The Bonus Warrants will be priced at the Value Weighted
Average Price ("VWAP") of the Company's common stock for the five (5)
consecutive trading days immediately prior to the date of issuance; date of
issuance being determined as the last trading day in the month which BDE is able
to recognize the BDE Revenue for accounting purposes. The Performance Warrants
and the Bonus Warrants shall expire forty-eight (48) months from the Effective
Date. The Performance Warrants and the Bonus Warrants shall also not be
registered, but upon exercise shall be entitled to "piggy back" registration
rights. Contractor represents and warrants that the exercise of the Performance
and Bonus Warrants would be done so for investment purposes and not with a view
to further distribution.
(d) INVESTMENT COMPENSATION. To the extent that, through the efforts
of Contractor (including but not limited to the introductions to individuals,
venture capitalists and/or companies), substantially contribute to a the making
of a capital investment in either the Company or any of its subsidiaries
(including Altnet), Contractor shall receive, upon the funding of such
investment, the following cash compensation calculated as a percentage of the
amounts invested:
(i) up to the 1st $1.0 million: 6%;
(ii) between $1.001 million and $2.0 million: 5%;
(iii) between $2.001 million and $3.0 million: 4%; and
(iv) all amounts above $3.0 million: 3%.
By way of example only, if the efforts of Contractor
substantially contributes to a $2.5 million investment, the cash compensation
would be: $130,000 ($60,000 on the 1st million (6%); $50,000 on the 2nd million
(5%); and $20,000 (4%) on the remaining $500,000). If the parties disagree as to
a the application of the above standard and the subsequent determination of
Consultant's entitlement to revenues, such dispute shall be resolved by the
arbitration process set forth herein.
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(e) Company shall also reimburse Contractor for all pre-approved
travel expenses, said expenses to be invoiced to the Company. Contractor agrees
to provide the Company with receipts for all pre-approved travel expenses.
Within fifteen (15) days of receipt of the above, Company shall reimburse
Contractor for his documented, pre-approved travel expenses.
(f) Both parties acknowledge that Contractor is not an employee for
state or federal tax purposes. Therefore, Contractor is solely responsible for
any and all federal, state and local taxes, and insurance applicable to the
business of Contractor and shall indemnify the Company and any of its
subsidiaries, and hold the Company and any of its subsidiaries, harmless for any
such failure to pay any and all applicable taxes or obtain and maintain
requisite insurance, including, but not limited to, comprehensive and business
liability and worker's compensation coverage for Contractor and any assistants
and employees of Contractor.
3. INDEPENDENT CONTRACTOR STATUS; WORK FOR HIRE.
(a) Contractor and Company agree and recognize that Contractor is
not, and shall not be deemed an employee, agent, or joint venture partner of
Company, but is an Independent Contractor. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of
employer and employee between the Company and Contractor. Contractor shall not
be entitled to participate in any employee benefit plans provided by the
Company, including without limitation, vacation and sick pay.
(b) Without limiting the generality of any other provision of this
Agreement, Contractor specifically acknowledges and agrees that all work product
resulting from Contractor's engagement pursuant to this Agreement are for the
benefit of and are the sole and exclusive property of the Company, it successors
and assigns and constitute "work for hire" under Section 201 of Title 17 of the
United States Code. If such work product(s) are not legally capable of being
considered as "work for hire", then, in such event, Contractor hereby
irrevocably grants, transfers and assigns to the Company in perpetuity all
right, title and interest, including without limitation, copyright, and all
extensions and renewals thereof, Contractor may have in or to such work product.
4. CONFIDENTIALITY.
(a) Contractor shall not, at any time from and after the date hereof
and for a period not to exceed three (3) years from the termination of this
Agreement, directly or indirectly, disclose, reveal or permit access to all or
any portion of the Confidential Information, or any tangible expressions or
embodiments thereof (including any facilities, apparatus or equipment which
embody or employ all or any portion of the Confidential Information), to any
Person without the written consent of the Company, except to Persons designated
or employed by the Company.
(b) Without the prior written consent of the Company, Contractor
shall not, directly or indirectly, use or exploit the Confidential Information
at any time from and after the date hereof and throughout perpetuity for any
purpose other than in connection with his engagement duties and obligations to
the Company, and any gain or profit of any kind or nature obtained or derived by
Contractor or to which Contractor may become entitled, directly or indirectly,
at any
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time as a result of the disclosure of use of all or any part of the Confidential
Information in violation of the provisions of this Agreement, shall be held in
trust by Contractor for the express benefit of the Company and shall be remitted
thereby to the Company on demand.
(c) Contractor acknowledges and agrees that the uses of Confidential
Information specifically prohibited hereunder include, without limitation, the
following:
(i) Using any Confidential Information to induce or attempt to
induce any Person, who is either a customer of the Company or who was being
actively solicited by the Company at any time during which Contractor is or was
engaged by the Company, to cease doing business or not to commence doing
business in whole or in part with the Company; or
(ii) Using any Confidential Information to solicit or assist in
the solicitation of the business of any customer for any products or services
competing with those products and services offered and sold by the Company at
any time during which Contractor is engaged by the Company.
5. DISCLOSURES AND ASSIGNMENT OF RIGHTS.
(a) Contractor shall disclose in writing to the Company full and
complete details respecting any Confidential Information devised, developed,
designed or discovered by Contractor while engaged by the Company. Such
disclosure shall be made promptly upon such development, design or discovery,
and shall be disclosed in writing pursuant to the form attached as Exhibit "A"
to this Agreement, or such other form as the Company may from time to time
provide.
(b) Contractor agrees to assign and does hereby irrevocably assign to
the Company all of its right, title and interest in and to any Confidential
Information devised, developed, designed or discovered by Contractor or in which
Contractor may otherwise obtain, or has otherwise obtained, any rights, while
engaged by the Company and while performing work on behalf of the Company.
Contractor agrees to take any actions, including the execution of documents or
instruments, which the Company may reasonably require to effect the Contractor's
assignment of rights pursuant to this Paragraph 5(b), and Contractor hereby
constitutes and appoints, with full power of substitution and resubstitution,
the President of the Company as his attorney-in-fact to execute and deliver any
documents or instruments which Contractor is obligated to execute and deliver
pursuant to this Paragraph 5(b).
(c) Contractor shall promptly notify the Company of any patent
relating to any portion of the Confidential Information which is applied for by,
or issued to, Contractor ("Patent"). Such notice shall be in writing on the form
attached as Exhibit "B" to this Agreement, or on such other form as the Company
may from time to time provide. Upon the written request of the Company,
Contractor shall sell to the Company, and the Company shall purchase from
Contractor, all right, title and interest of Contractor in and to any Patent,
whether or not Contractor is engaged by the Company at the time the Patent is
issued. The purchase price for any Patent shall be one dollar ($1.00), and shall
be paid by the Company at the time it makes the written request to purchase the
Patent. Contractor agrees to execute any and all documents and instruments
necessary
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to evidence and affect the transfer to the Company of all right, title and
interest of Contractor in and to the Patent.
(d) At the request of the Company, Contractor shall assist the
Company in applying for and obtaining both domestic and foreign patents, or
copyrights, as the case may be, on all Confidential Information that the Company
deems to be patentable or copyrightable devised, developed, designed or
discovered by Contractor or in which Contractor may otherwise obtain, or has
otherwise obtained, any rights, while engaged by the Company, and Contractor
shall execute at any time or times any and all documents and perform all acts
reasonably requested by the Company which the Company deems to be necessary or
desirable in order to obtain such patents or copyrights or otherwise to vest in
the Company full and exclusive title and interest in and to all such
Confidential Information, to protect the same against infringement by others and
otherwise to aid the Company in connection with any continuations, renewals or
reissues of any patents or copyrights, or in the conduct of any proceedings or
litigation in regard thereto. All expenses of procuring any patent or copyright
shall be born by the Company.
6. CERTAIN INVENTIONS OF CONTRACTOR.
Notwithstanding anything to the contrary herein, pursuant to Section
2870 of the California Labor Code, this Agreement does not apply to any
invention for which no equipment, supplies, facilities or trade secret
information of the Company was used and which was developed entirely on
Contractor's own time, and (i) which does not relate at the time of conception
or reduction to practice of the invention either to the business of the Company
or to the Company's actual or demonstrably anticipated research or development,
or (ii) which does not result from any work performed by Contractor for the
Company.
7. COVENANT NOT TO SOLICIT.
Contractor covenants and agrees that for so long as Contractor is
engaged by the Company and for one year thereafter, Contractor shall not hire,
solicit or cause to be solicited for engagement by Contractor or by any third
party, any person who is as of the date of such solicitation or who was within
the 12-month period prior to the date of such solicitation an employee of the
Company or any subsidiary or affiliate of the Company.
8. BUSINESS OPPORTUNITIES.
Contractor covenants and agrees that for so long as Contractor is
engaged by the Company, Contractor will not, without the prior written consent
of the Company (which consent may be withheld by the Company in the exercise of
its absolute discretion), engage, directly or indirectly, in any business,
venture or activity that Contractor is aware or reasonably should be aware that
Altnet is engaged in, or in any other business, venture or activity if the
Company reasonably determines that such activity would adversely affect the
business of the Company or any affiliate thereof or the performance by
Contractor of any of Contractor's duties or obligations to the Company.
Contractor further covenants and agrees that if Contractor ever engages in any
such business, venture or activity in contravention of this paragraph 8, all
gross profits, compensation,
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rents and other income or gain (computed without reduction for the value of the
services performed by the Company, if any) derived by Contractor in connection
therewith shall be held by Contractor for the benefit of the Company and the
affiliates thereof, and shall be remitted to the Company upon demand.
9. NOTICES.
Any notice to the Company required or permitted hereunder shall be
given in writing to the Company, either by personal service, or by registered or
certified mail, postage prepaid, duly addressed to the President of the Company
at its then principal place of business. Any such notice to the Contractor shall
be given in a like manner, at the following address:
SRO Consultants, Inc.
Attn: Xxxx XxXxxxxx
00000 Xxxxxxxx Xxxx., Xxxxx 0000
Xxx Xxxxxxx, XX 00000
With a copy to:
Manatt, Xxxxxx & Xxxxxxxx
00000 Xxxx Xxxxxxx Xxxx.
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxx, Xx., Esq.
For the purpose of determining compliance with any time limit herein, a notice,
if sent by mail, shall be deemed given on the date it is so deposited in the
United States mail.
10. MISCELLANEOUS PROVISIONS.
(a) CONTRACTOR'S REMEDIES FOR BREACH. Contractor expressly
understands and agrees that in the event it is ultimately determined by a court
of law that Company has committed a material breach of this agreement, the
damage, if any, caused thereby would not be irreparable or otherwise sufficient
to entitle Contractor to injunctive or other equitable relief. Contractor hereby
acknowledges that Contractor's rights and remedies in any such event shall be
strictly limited to the right, if any, to recover money damages in an action at
law, and Contractor shall not have the right to rescind this Agreement or any of
Company's rights hereunder.
(b) INDEMNIFICATION. The parties indemnify each other as follows:
(i) Contractor agrees to indemnify, defend, and hold Company and
any of its subsidiaries or affiliates, and their respective officers, directors,
stockholders, agents, employees, representative, heirs, independent contractors,
successors and assigns harmless from any and all claims, losses, liabilities,
causes of action and costs (including reasonable attorney's fees) arising from,
or on account of any breach by Contractor of its duties hereunder; or as a
result of any misrepresentation made by Contractor about Company.
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(ii) Excepting any matters which are subject to indemnification
by Contractor as set forth above, or arising out of Contractor's grossly
negligent acts or omissions, Company agrees to indemnify, defend, and hold
Contractor harmless from any claims, losses, liabilities, causes of action and
costs (including reasonable attorney's fees) arising from, or on account of any
representation made by the Company to Contractor regarding the Company's
products, services, or business practices, upon which Contractor relies and, in
the performance of its duties hereunder, represents to others; provided,
however, that the Contractor shall promptly notify Company of any such claim and
shall provide Company the opportunity to control the defense and negotiations
for the settlement and/or compromise of such claim at Company's exclusive cost.
(c) REPRESENTATIONS AND WARRANTIES. Contractor warrants and
represents that Contractor is free and available to enter this Agreement and
perform the services herein and that permission of no other party is required to
perform such services.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall be binding on the
parties hereto and their respective successors and assigns. Contractor's duties,
obligations, rights and privileges hereunder may not be delegated or assigned in
any manner. The benefits hereunder with respect to the rights of the Company may
be assigned by the Company to any other corporation or other business entity
which succeeds to all or substantially all of the business of the Company
through merger, consolidation, corporate reorganization or by acquisition of all
or substantially all of the assets of the Company.
(e) SEVERABILITY. If any provision of this Agreement is or becomes or
is deemed invalid, illegal or unenforceable in any jurisdiction such provision
shall be deemed amended to conform to the applicable laws of such jurisdiction
so as to be valid and enforceable or, if it cannot be so amended without
materially altering the intention of the parties, it will be stricken, but the
validity, legality and enforceability of such provision shall not in any way be
affected or impaired thereby in any other jurisdiction and the remainder of this
Agreement shall remain in full force and effect.
(f) CONTROLLING LAW. All of the provisions of this Agreement shall be
construed in accordance with the laws of the State of California as applied to
residents of that State entering into contracts to be performed solely within
such state. Contractor consents to the exclusive jurisdiction of any state or
federal court empowered to enforce this Agreement located in Los Angeles County,
California, and waives any objection thereto on the basis of personal
jurisdiction or venue.
(g) WAIVER. Waiver by either of the parties of any breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
prior or subsequent breach of the same or any other provision hereof.
(h) SURVIVAL OF CONTRACTOR'S OBLIGATIONS. The obligations of
Contractor hereunder shall survive the termination of Contractor's engagement
with the Company and the termination of this Agreement regardless of the reason
or cause for such termination.
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(i) ATTORNEYS' FEES. The prevailing party in any litigation
instituted under this Agreement shall, in addition to other remedies, be
entitled to be reimbursed by the other party for all expenses of such
litigation, including without limitation, reasonable attorneys' fees and all
other costs incurred in commencing or defending such suit.
(j) ARBITRATION. In the event of any dispute hereunder, the
parties agree to submit the dispute for arbitration in the city of Los Angeles
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association. The determination of the arbitrator shall be final and conclusive
upon the parties hereto.
(k) ENTIRE AGREEMENT. This instrument contains the entire
agreement of the parties with respect to the subject matter hereto and into
which all prior agreements and negotiations, whether written or oral, are
merged.
11. ADDITIONAL PROVISION. Notwithstanding anything to the contrary
contained herein, Consultant shall have the right at any time during the Initial
Term hereof, to terminate the Initial Term and Consultant's obligations
hereunder by notice in writing to Company, provided that: if Contractor shall so
terminate the Initial Term, then any prospective vesting of Advisory Warrants
issued to Contractor pursuant to paragraph 2(b) hereof shall cease. By way of
example only, if Consultant shall terminate the Initial Term hereof after 5
months, then Consultant shall be entitled to only 5/12ths of the initial 150,000
warrants (or 52,500 warrants).
IN WITNESS WHEREOF, the parties hereto have entered into and executed this
Agreement as of the date first above written.
"COMPANY"
Brilliant Digital Entertainment, Inc.
By: /S/ XXX XXXXXX
--------------------
Xxx Xxxxxx
Its: CFO
--------------------
"CONTRACTOR"
/S/ XXXX XXXXXXXX
--------------------------
SRO Consultants, Inc.
Xxxx XxXxxxxx, President
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EXHIBIT A
NOTICE OF DISCOVERY
Pursuant to Paragraph 5(a) of that certain Contractor, Confidential
Information and Non-Solicitation Agreement (the "Agreement") between Brilliant
Digital Entertainment, Inc. (the "Company") and SRO Consultants, Inc.
("Contractor"), I hereby disclose in my capacity as President of Contractor,
full and complete details of the following Confidential Information (as defined
in Paragraph 1(a) of the Agreement) (I have attached additional sheets if the
space provided herein is insufficient):
I agree to provide such further information regarding such Confidential
Information as may be requested by the Company.
Name: Xxxx XxXxxxxx
Date: ______________
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EXHIBIT B
NOTICE OF PATENT
Pursuant to Paragraph 5(c) of that certain Contractor, Confidential
Information and Non-Solicitation Agreement (the "Agreement") between Brilliant
Digital Entertainment, Inc. (the "Company") and SRO Consultants, Inc.
("Contractor"), I hereby notify the Company, in my capacity as President of
Contractor, that I have applied for or obtained the following described Patent
(as defined in Paragraph 5(c) of the Agreement):
(i) Patent No.:
(ii) Date of Issuance:
(iii) General Description of Subject Matter of Patent:
I agree to provide such further information regarding such Patent as may be
requested by the Company.
Name: Xxxx XxXxxxxx
Date: ______________
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EXHIBIT C
CONTRACTOR'S DUTIES
In executing Contractor's responsibilities hereunder, Contractor will
consult with and report to the Company's Designated Representative ("CDR")
identified pro tem as Xxxxx Xxxxxxxxxx. Contractor shall submit periodic
reports, containing a summary of Contractor's activities, analyses, and
recommendations (including, in the case of recommendations, cost estimates for
implementing such recommendations).
1. THE SCOPE OF CONTRACTOR'S DUTIES: Contractor shall be engaged as an
advisor to the Company. In this capacity as an advisor, Contractor
shall advise the sales force and business development team, provide
strategic, financial, marketing and managerial advise, as well as
introduce corporate alliance partners with the main intent of
promoting, marketing, and exploiting the Company's private
peer-to-peer network currently known as "Altnet". Specifically,
Contractor shall:
i. endeavor to introduce musical artists, copyright owners and
other similar talent to the Company for the purpose of
distributing their content in a safe and secure manner via
Altnet, and to associate such content with advertising
opportunities. An example of such advertising opportunity is
the current joint marketing campaign between the musical
artist Sting and the car manufacturer Jaguar;
ii. promote Altnet's content distribution services to
entertainment companies for the purpose of generating
revenue opportunities for Altnet;
iii. develop business relationships and achieve strategic sales
relationships for Altnet services primarily focused on
leveraging Altnet's technologies to generate money saving
enterprise and entertainment based retail solutions for
distributed network, processing and storage services; and
iv. work directly with senior management of the Company. Such
work may include the development of the necessary business
plans, strategic directions, documentation, promotional and
support materials for presentations and follow-up
communications related to the commercial applications of
Altnet's technologies.
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ATTACHMENT A
-------------------------- ---------------- ----------------
COMPANY # OF WARRANTS MINIMUM BDE
REVENUE AMOUNT
-------------------------- --------------- ----------------
BEST BUY 150,000 $450,000
-------------------------- --------------- ----------------
BLOCKBUSTER 150,000 $450,000
-------------------------- --------------- ----------------
EMI 50,000 $150,000
-------------------------- --------------- ----------------
MOVIELINK 150,000 $450,000
-------------------------- --------------- ----------------
MUSIC CHOICE 150,000 $450,000
-------------------------- --------------- ----------------
TICKETMASTER 150,000 $450,000
-------------------------- --------------- ----------------
TWO ADDITIONAL COMPANIES 100,000 EACH $300,000 EACH
OR MUSICAL ARTISTS TO BE
ADDED LATER AND MUTUALLY
AGREED UPON BY SRO AND
BRILLIANT
-------------------------- --------------- ----------------
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