▇▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ENTERPRISES, Inc.
----------------------------------------
d/b/a
-----
EYECATCHER MARKETING COMPANY
----------------------------
Marketing Agreement
-------------------
THIS AGREEMENT, is effective on the 10th day of May 2000 between New Millennium
Media International, Inc., (a Colorado Corporation) (hereafter referred to as
"NMMI") with its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Enterprises, Inc. (a Florida
Corporation) d/b/a Eyecatcher Marketing Company, (hereafter referred to as
"CJE") with its principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇.
WHEREAS, NMMI is in the business of supplying, distributing and placing
electronic and static display boards (including casings, containers,
attachments, accessories and artwork contained in the display boards) hereafter
referred to as Eyecatcher Display Boards.
WHEREAS, CJE is a marketing company that intends to locate and place the
Eyecatcher Display Boards within various locations, stores, offices and
businesses in select locations throughout the (50) United States as defined
below and with the limitations as shown on Exhibit A attached hereto, in
consideration for the payment by CJE to NMMI of a monthly usage fee;
NOW THEREFORE, for in consideration of the mutual covenants and undertakings
described herein and one dollar and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Location(s) NMMI grants to CJE, subject to the limitations contained
in Exhibit A attached hereto, the exclusive right to market and place
Eyecatcher Display Boards in any location, store, business, office,
venue both indoors and outdoors throughout much the United States by
utilizing a dealer network or in-house CJE personnel. CJE has the
right to determine suitable locations for the Eyecatcher Display
Boards. CJE will provide NMMI a quarterly inventory of all Eyecatcher
Display Boards along with a precise listing of all site locations and
addresses, property owner consents and copies of all site location
contracts. Subject to the limitations contained in Exhibit A attached
hereto, CJE will have the exclusive right throughout the United States
to sell advertising for the Eyecatcher Display Boards both at the
local and national level to any suitable advertiser. NMMI shall retain
a veto authority relative to suitability of ads and locations. It
being agreed that morality, legality and good taste as well as good
business sense shall be major factors of consideration.
1
2. Advertising and Marketing NMMI will provide to CJE all necessary and
pertinent information relating to NMMI and the Eye Catcher display
boards to assist CJE and/or the dealer network in marketing the
Eyecatcher Display Boards. CJE will be responsible for all printing
and marketing sales and solicitational literature. All such sales and
solicitational literature shall contain, prominently displayed, the
official NMMI logo. Any and all leads or referrals from any
advertisements that are placed or running at the execution date of
this Agreement or until the termination date of such ads by NMMI or
its previous subsidiaries, dealers or affiliates will be provided to
CJE.
3. Usage Fees NMMI will supply to CJE Eyecatcher Display Boards in the
quantities as hereinafter stated for which CJE will pay NMMI a monthly
usage fee as listed in Exhibit B attached hereto. Such usage fees are
to be paid no later than thirty (30) days from the date of receipt by
CJE of the Machine(s) at dealer(s) or CJE(s) location(s). There will
be no exception to the time of payment and no grace period is granted.
Time is of the essence regarding all payments.
4. Poster/ad Policies CJE shall to be responsible for all ad sales in the
Eyecatcher Display Boards and to contract with NMMI for all creative
services. CJE will supply to NMMI sufficient raw information and data
and advertisers' logo and other advertising material so as to enable
NMMI to create the necessary posters for the display boards. NMMI will
perform this service within a reasonable period of time so as to not
incapacitate the business of CJE or its dealers. CJE and/or its
dealers will compensate NMMI an hourly rate, as shown on Exhibit B
attached hereto, for all creative services, artwork, layout, animation
and all other creative work that is required to make the advertisement
suitable for display on NMMI's Machine(s). CJE and its dealers shall
notify NMMI at least seventy two (72) hours in advance of any content
or advertising changes intended. If NMMI does not timely perform the
creative service regarding ads, CJE and its dealers, at their own
expense and without liability to NMMI, may contract with an outside
creative services company to provide the ads which ads shall comply
with the specifications of NMMI and NMMI shall have the singular and
absolute discretion as to rejection or approval of ads regarding
artistic aesthetics, layout, material onto which the art is printed,
material weight and substance type so as to not damage or impair the
performance of the Machine(s). If the advertiser supplies its own
posters or artwork that merely needs to be enlarged or copied onto the
poster material by NMMI without necessity for any touchup, the flat
fee rate shall be as shown on Exhibit B attached hereto. Any poster
space not otherwise rented to third parties may be used by NMMI at no
charge, to promote NMMI and or it's programs (including one charitable
organization to be named by NMMI. CJE must give permission for use of
space, which shall not be unreasonably withheld.
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5. Installation All Eyecatcher Display Boards shall be delivered in good
working condition by NMMI to CJE, or any authorized dealer of CJE,
f.o.b. Clearwater, Florida. It is the responsibility of CJE to
transport and install the Eyecatcher Display Boards. CJE shall be
responsible for all maintenance and repairs subsequent to delivery
except for the warranty as stated hereinafter. CJE will be responsible
for all Displays and will insure that each location and or dealer has
proper insurance to cover each board against fire or theft up to the
amount of $5000. for each Display and shall indemnify such. CJE shall
produce upon request proof of coverage for all Displays under CJE
control.
6. Returns If Machine(s) arrive at installation site defective,
inoperable or broken, CJE will pay all return shipping costs from
dealer or CJE location back to NMMI's warehouse or principal place of
business.
7. Service CJE and its dealers agree to properly service and maintain at
all times the Eyecatcher Display Boards at site locations. All
Eyecatcher Display Boards are warranted by NMMI against nonperformance
caused by manufacturer defect for a period of one (1) year from
delivery date. For said one-year term, NMMI agrees to supply all
necessary parts and/or replace any Machine that is not in operable
condition caused by manufacturer defect. NMMI will not be responsible
for any damage caused by electrical surge or any other electrical
inadequacy. All labor for the repairs, replacement or reinstallation
shall be supplied by CJE. NMMI shall train CJE personnel in
Clearwater, Florida for all logical repair issues. After the one (1)
year warranty period, CJE and its dealers will be responsible for
parts and labor for repairing, servicing and maintaining the
Eyecatcher Display Boards in excellent condition. All repairs shall be
timely so as not to cause any negative appearance within the Machine
location sites. NMMI agrees to maintain an inventory of all parts and
supplies for CJE and its dealers.
8. Ownership The Eyecatcher Display Boards installed at any and all
locations contracted by CJE and its dealers will at all times remain
the property of NMMI. CJE and its dealers acknowledge that the
Eyecatcher Display Boards are owned by NMMI and CJE merely has the
temporary limited beneficial use of the Eyecatcher Display Boards for
which CJE receives a fee from the advertiser and pays a usage fee to
NMMI. By having executed, signed and returned to NMMI the Consent form
attached hereto as Exhibit D, CJE shall inform all of its dealers and
the site location owners that the Eyecatcher Display Boards are owned
by NMMI. Each Machine shall have prominently displayed on its front
the NMMI logo with the NMMI address and phone numbers; all legally
necessary patent information and data; and CJE logo. Said names, logo
and address shall be maintained in "like new" appearance at all times
and shall be of such size, location and appearance so as to not
detract from the primary advertising display intent, i.e., the ads of
the paying advertisers.
3
9. Operation CJE and its dealers agree that the Eyecatcher Display Boards
will at all times be connected to an electrical power source
sufficient to operate the Machine and that electrical power will be
supplied by the site location owner to the Machine(s) during normal
business hours.
10. Nonpayment of usage fee NMMI, at its sole discretion, may remove any
Machine(s) at the expense of CJE if the monthly usage fee payment for
the specified Machine is not received by NMMI within thirty (30) days
from installation. There is no grace period and time is of the
essence. CJE hereby releases and holds harmless NMMI from any and all
liability and/or legal action and damage resulting from removal of any
Machine because of non-payment. The written contract between CJE,
CJE's dealers, the advertisers and the site location owners shall
state that the Eyecatcher Display Boards are owned by NMMI and if the
monthly usage fee is not timely paid by CJE to NMMI, NMMI reserves the
right to collect from the advertisers and site owners all fees as they
become due. With the intent of this paragraph in mind as well as
paragraph 13, CJE hereby assigns to NMMI all rights to collect any
money due from any and all of the advertisers, dealers and/or site
owners upon properly executed affidavit of any officer or director of
NMMI stating that there has been a nonpayment of money as required by
this contract or a termination as stated in paragraph 13 of this
contract.
11. Copy CJE and its dealers agree that it will not install a Machine
unless at least four (4) display ads have been sold or are installed
in the machine. CJE and its dealers represent that they have and/or at
the time of display to the public will have full authority from the
advertiser to utilize any trademark, logo, or copyrighted material
used in the proposed advertisement. CJE and its dealers agree to hold
harmless and defend NMMI against any and all legal actions that arise
from any such dispute and/or infringement. NMMI reserves the right to
refuse or withdraw any advertisement copy that, in its sole
discretion, is considered unlawful, detrimental or otherwise in the
discretion of NMMI is determined to be objectionable.
12. Notices Any notice, demand or request required or permitted to be
given hereunder shall be in writing and shall be deemed effective five
(5) business days after having been deposited in the United States
Mail, postage prepaid, registered or certified and addressed to CJE or
NMMI to the addresses listed in this Agreement. Either party may
change its address for purposes of this Agreement by written notice
given in accordance herewith.
13. Termination Either party shall have the right to terminate this
Agreement upon the occurrence of any of the following events:
a. Breach or default by the other party of any of the terms,
obligations, covenants, representations or warranties under this
Agreement. In such case, the non-defaulting party shall notify
the other party of
4
such alleged breach or default and that party shall have ten (10)
days to cure the default except for the payment of money which
shall be deemed to be a default if not promptly paid when due as
heretofore stated herein.
b. The other party is declared insolvent or bankrupt or makes an
assignment for the benefit of creditors or a receiver is
appointed or any proceeding is demanded by, for or against the
other party under any provision of the Bankruptcy Code or any
amendment thereof.
c. If CJE does not meet its quotas as agreed to in Para 15. and CJE
loses the exclusivity to the U.S., NMMI will allow CJE to still
operate it's existing boards, as long as all other terms and
conditions of this contract are in force and all payments are
current.
Upon termination of this Agreement CJE will immediately supply to NMMI
up-to-date documents, books of account, leases, invoices and all
records pertinent and relevant for NMMI to determine the then present
status of the leases, payments, receipts and all terms of all
agreements with dealers and site location owners.
14. Advertiser(s) NMMI agrees that all advertisers that advertise on the
NMMI Machine(s) are the clients of CJE and its dealers. In the event
of termination of this Agreement other than for cause as stated in
paragraph 13 or because of nonpayment, NMMI will not contact said
advertising clients for a period of one (1) year after the Agreement
termination date. Other than when termination for cause, all monies or
advertising revenue will be paid to CJE and/or its dealers until such
Machine(s) are removed from specified locations or no more than one
year after the Agreement termination date. Other than as permitted
herein in the event of a default and during the term of this
Agreement, NMMI agrees at no time to contact CJE's advertising clients
without the written permission of CJE. NMMI reserves the right to
purchase advertisements on all boards under CJE control or CJE dealers
control, at a flat rate of $40.00 per display poster, based on
availability. The purpose of this is to sell space to national
accounts CJE agrees to not contact any of the strategic partners of
New Millennium Media International, Inc., including the suppliers
and/or manufacturers of the Eyecatcher Display Boards or such other
national advertising clients of NMMI as are advertisers or potential
advertisers of NMMI. CJE will have the ability to recruit National
Advertisers on a non-exclusive basis, and will inform NMMI of such
contacts. Once a National account is contacted by CJE, NMMI will issue
a Letter of Protection to CJE on each account, so that CJE can pursue
such account.
15. Term This Agreement shall become effective June 15, 2000 and shall
expire on December 31, 2001 after which date this contract may be
5
renewed for three terms of one year each provided that CJE shall
achieve the following performance milestones:
a. within the first 60 days from the effective date of this
Agreement CJE accepts for delivery 20 Eyecatcher Display Boards
and is in full compliance with all of the terms of this
Agreement; and
b. within the second 60 days from the effective date of this
Agreement CJE accepts for delivery 40 additional Eyecatcher
Display Boards and is in full compliance with all of the terms of
this Agreement; and
c. within the third 60 days from the effective date of this
Agreement CJE accepts for delivery 40 additional Eyecatcher
Display Boards and is in full compliance with all of the terms of
this Agreement (at the end of this 180 day period CJE has 100
Eyecatcher Display Boards); and
d. within the next following 180 days after paragraph "c" above,
CJE accepts for delivery 200 Eyecatcher Display Boards (at the
end of this 360 day period CJE has 300 Eyecatcher Display Boards)
and CJE is in full compliance with all of the terms of this
Agreement; and
e. within the next 90 days after paragraph "d" above, CJE accepts
for delivery an additional ten percent of the total number of
Eyecatcher Display Boards heretofore delivered (30 additional
Eyecatcher Display Boards) and CJE is in full compliance with all
of the terms of this Agreement; and
f. thereafter CJE accepts for delivery every ninety (90) days an
additional ten percent (10%) of the prior ninety-day term total
number of Eyecatcher Display Boards accepted for delivery and is
in full compliance with all of the terms of this Agreement.
The Order Form attached hereto as Exhibit C completed in full shall be
used by CJE for all Machine orders.
CJE may return any Eyecatcher Display Boards at any time. At which
time the billing will stop, as long as the Display is returned in good
working order and CJE has met its quotas, as referenced in Para 15.
The customary delivery of Eyecatcher Display Boards by NMMI is four to
six weeks from time of placing the order.
Presently CJE has in its possession seven (7) Eyecatcher Display
Boards The usage fee for these Eyecatcher Display Boards will not
begin to accrue until June 15, 2000.
15. Entire Agreement This Agreement constitutes the entire Agreement
between the parties concerning the subject matter hereof and
supersedes all prior and contemporaneous Agreements between the
parties. Neither party is relying upon any warranties, representations
or inducements not set forth herein.
16. Successors This Agreement shall be binding on and inure to the benefit
of NMMI and its successors and assigns and any person or entity
acquiring,
6
whether by merger, consolidation, purchase of assets or otherwise, all
or substantially all of the NMMI assets and business. CJE shall not
assign any of its rights nor obligations provided in this Agreement
without the prior written consent of NMMI. Said consent shall be in
the sole discretion of New Millennium Media International, Inc.
17. Applicable Law & Venue This Agreement shall be construed in accordance
with the laws of the State of Florida and all actions and or disputes
involving or surrounding this Agreement shall have the venue of
Pinellas County, Florida.
WHEREFORE, the parties have entered into this Agreement as of the date set forth
above.
New Millennium Media International, Inc. ▇▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇▇▇▇▇▇
Enterprises, Inc.
d/b/a Eyecatcher Marketing
Company
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------- ----------------------------
It's President/CEO I It's President
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Date: 5-10-00 Date: 5-10-00
----------------------------------- --------------------------
7
Exhibit A
(Marketing Area)
The marketing area granted to CJE shall encompass the entire (50)United States
except for Pinellas County and Hillsborough County, Florida, which are under
contract prior to this agreement, if such contracts become available CJE will
have first right of refusal to acquire these territories, upon terms to be
negotiated, and the following are entities that NMMI has been discussing
accounts with and/or have agreements with as follows:
▇▇▇▇▇ ▇▇▇▇▇▇ - The Florida Keys, exclusive and, first right of refusal of
Dade County.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - The Milwaukee Area, non exclusive.
▇▇▇ ▇▇▇▇▇ - Orlando, Lakeland, Leesburg (Florida)area, non exclusive.
▇▇▇ ▇▇▇▇▇▇ - Gulf Breeze, Florida, non exclusive.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - Cincinnati, Ohio, non exclusive.
▇▇▇▇▇ ▇▇▇▇▇▇▇ - Hawaii, exclusive limited time left on quota.
▇▇▇▇ ▇▇▇▇▇▇▇ - Las Vegas hotels, exclusive to MGM, Harra's, Treasure
Island, Rio, Golden Nugget, Four Queens, Ballys.
▇▇▇▇ ▇▇▇▇▇▇▇ - Marroit Hotels.
▇▇▇▇ ▇▇▇▇▇▇ - Maryland/Baltimore area, non exclusive. Exclusive includes
Safeway Stores, Shop Rite stores, A&P/Superfresh, ▇▇▇▇, Wards, Bradlees,
Sears, K-Mart, Bally Fitness Centers, DC/Philadelphia/Boston Metro Systems,
Caldor, Wal Mart, Konls, ▇▇ ▇▇▇▇▇, Family Dollars, Dollar General, National
Institutes of Health, National Naval Medical center, The Javits Convention
Center, GBC Restaurants, and ▇▇▇▇▇▇▇'▇. Will have six months lead time to
establish accounts or they will turn back over to CJE if no progress is
being made.
and all United States national retail accounts. It is also noted that the
manufacturer of the Eyecatcher Display Boards in the past sold several
Eyecatcher Display Boards to individuals and/or entities other than New
Millennium Media International, Inc. These Eyecatcher Display Boards are
presumed to be in use somewhere in the United States. The rights of CJE under
the terms of this contract are subject to these Eyecatcher Display Boards.
8
Exhibit B
(Fee Schedule)
Eyecatcher Display Unit
Poster Size in Inches Usage Fee per Month
11 x 17 $350
17 x 22 $400
20 x 30 $475
30 x 40 $500
40 x 60 $550
48 x 72 $600
All posters displayed in the Eyecatcher Display Boards must be printed by NMMI.
The charge for sizing (static enlargement of existing reproducible artwork) and
printing without any touchup is $25.00 per poster for the 11 x 17 and 17 x 22
sizes. The sizing and printing charge for 20 x 30 and 30 x 40 is $45.00 and all
larger sizes listed above is $75.00 per poster. NMMI reserves the right in its
sole discretion to reject any unsuitable artwork.
Creative artwork services supplied by NMMI in designing, compiling and/or
touchup of existing artwork shall be billed to CJE at the hourly rate of $45.00
in minimum increments of 30 minutes each.
These prices for usage fees, sizing/printing and creative artwork shall be
subject to an annual increase at a rate of five percent (5%) over the prior
year's rate beginning January 1, 2002.
9
Exhibit C
(Order Form)
Date of order: ____________________________________________________________
Name of site of Machine location: _________________________________________
Address of Machine location: ______________________________________________
Machine size: _____________________________________________________________
Machine serial number: ____________________________________________________
I hereby order from NMMI the above described Machine intended to be located at
the site described above. If this Machine is located anywhere else, I will
immediately notify NMMI in writing. The site owner or lessee of the site has
been notified and has signed the Owner/Lessee Consent Form.
▇▇▇▇▇▇-▇▇▇▇▇▇ Enterprises, Inc.
d/b/a Eyecatcher Marketing Company
By: __________________________
(authorized representative)
Date: ________________________
10
Exhibit D
(Owner/Lessee Consent Form)
Date of order: ____________________________________________________________
Name of site of Machine location: _________________________________________
Address of Machine location: ______________________________________________
Machine size: _____________________________________________________________
Machine serial number: ____________________________________________________
I hereby state that I am the owner/lessee of the above named site at the above
address and I have full individual and corporate authority to grant permission
for the installation of the Illummisign "Eyecatcher" Machine at the
above-described location. I hereby grant permission to install the Illummisign
"Eyecatcher" Machine at the above-described location.
I acknowledge and understand that the above-described Machine is the property of
New Millennium Media International, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, phone (▇▇▇) ▇▇▇-▇▇▇▇.
I agree that if any dispute arises because of the placement of the above
described Machine, I hold harmless the owner of said Machine, New Millennium
Media International, Inc., and will cooperate with the said owner, New
Millennium Media International, Inc., for the return of said Machine to said
owner and grant permission to said owner to enter the above described
property/premises to take possession of said Machine. I further understand that
I have no right of claims against said Machine now or in the future and should
any such right arise because of any law in the future, I hereby waive all such
possessory rights or claims.
________________________________
(name of location)
________________________________
(name of corporate entity)
________________________________
(Corporate capacity, pres, sec, treas, etc.)
________________________________
(name of individual signing)
11
Addendum to
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Enterprises, Inc., d/b/a Eyecatcher Marketing Company,
Marketing Agreement effective May 10, 2000 and entered into May 10, 2000 with
New Millennium Media International, Inc.
The undersigned parties mutually agree in all respects to the terms of this
Addendum as follows:
1. The ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Enterprises, Inc., d/b/a Eyecatcher Marketing
Company, Marketing Agreement effective May 10, 2000 and entered into May
10, 2000 with New Millennium Media International, Inc. (hereafter
"Agreement") is hereby appended by including an additional paragraph
designated as follows in its entirety:
19. Indemnification and Hold Harmless ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Enterprises, Inc., d/b/a Eyecatcher Marketing Company (hereafter
"Indemnifying Party") covenants and agrees to defend, indemnify and
hold harmless New Millennium Media International, Inc. and its
officers, directors, employees, attorneys, accountants, affiliates and
agents (collectively, the 'Indemnified Party") from and against, and
pay or reimburse the Indemnified Party for any and all liabilities,
obligations, losses, costs, deficiencies or damages (whether absolute
or accrued) including interest, penalties and reasonable attorneys'
fees and expenses incurred in the investigation or defense of any of
the same or in asserting any of their respective rights hereunder
(collectively, "Losses") resulting from or arising out of (i) the
incorrectness or breach of any representation or warranty made by the
indemnifying Party in this Agreement or (ii) the failure of such
indemnifying Party to perform any covenant or fulfill any other
obligation contained in this Agreement. In the case of any claim
asserted by a third party against an Indemnified Party, notice shall
be given by the Indemnified Party to the Indemnifying Party promptly
after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought and the Indemnified Party shall permit
the Indemnifying Party (at the expense of such Indemnifying Party) to
assume the defense of any claim or any litigation resulting therefrom,
provided that (i) counsel for the Indemnifying Party, who shall
conduct the defense of such claim or litigation, shall be reasonably
satisfactory to the Indemnified Party, and the Indemnified Party may
participate in such defense, but only at such Indemnified Party's
expense and without any indemnification for such expense pursuant to
this Section, and (ii) the omission by any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of
its indemnification obligation under this Agreement except to the
extent that such omission results in a failure of actual notice to the
Indemnifying
12
Party and such Indemnifying Party is damaged as a result of such
failure of actual notice to the Indemnifying Party. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except
with the consent of the Indemnified Party: (i) consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Party of a release from all liability with respect to
such claim or litigation or (ii) pursue any course of defense of any
claim subject to indemnification hereunder, if the Indemnified Party
shall reasonably and in good faith determine that the conduct of such
defense might be expected to affect adversely the Indemnified Party's
tax liability or ability to conduct its business. In the event that
the Indemnified Party shall reasonably and in good faith determine
that any proposed settlement of any claim subject to indemnification
hereunder by the Indemnifying Party might be expected to affect
adversely the Indemnified Party's tax liability or ability to conduct
its business, the Indemnified Party shall have the right at all times
to take over and assume control over the settlement, negotiations or
lawsuit relating to any such claim at the sole cost of the
Indemnifying Party, provided that if the Indemnified Party does so
take over and assume control, the amount of the indemnity required to
be paid by the Indemnifying Party shall be limited to the amount the
Indemnifying Party is able to reasonably demonstrate that it could
have settled the matter for immediately prior to the time of
assumption. In the event that the Indemnifying Party does not accept
the defense of any matter as above provided, the Indemnified Party
shall have the full right to defend against any such claim or demand,
and shall be entitled to settle or agree to pay in full such claim or
demand, in its sole discretion. In any event all parties shall
cooperate in the defense of any action or claim subject to this
Agreement and the records of each shall be available to the other with
respect to such defense."
2. In all other respects all terms and conditions of the May 10, 2000
Agreement remain unchanged and are hereby ratified and approved.
WHEREFORE, the parties have entered into this Agreement as of the 19th day of
May 2000.
New Millennium Media International, Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Enterprises, Inc. d/b/a
Eyecatcher Marketing Company
By: /s/ By: /s/
------------------------------------- ----------------------------
Date: 6-13-00 Date: 6-13-00
----------------------------------- --------------------------
