EXHIBIT 10.31
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 February, 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 VoxPop LLC, a Delaware LLC
("Contractor"), located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxx, 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
newly-formed 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 his 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 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 the Company or with any subsidiary of the Company.
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 or any similar confidentiality agreement.
(b) "Person" means any individual, corporation, partnership, limited
liability company, trust, government or regulatory authority, or other entity.
(c) "Brilliant Banner Campaign" means the serving of advertisements
on the web, utilizing Brilliant Banner ads.
(d) "ASO"s means advertising sales organizations, and includes third
party web site advertising sales forces.
2. TERM OF THE ENGAGEMENT; AT WILL NATURE OF ENGAGEMENT;
COMPENSATION.
(a) TERM. The initial term of this Agreement shall be for a
period of two (2) years, 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) ISSUANCE OF BDE 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 capital raising
efforts and strategic consulting, and the potential value of his 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 Two Hundred Thousand (200,000) shares of the Company's common
stock (the "BDE Warrants"). All BDE Warrants will be issued
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in the form of Exhibit "D" attached hereto and incorporated herein by reference
(the "Form of Warrant"). The BDE Warrants will be priced at Fifteen Cents
($0.15) per share and must be exercised no later than forty-eight (48) months
from the Effective Date. Contractor acknowledges that the BDE Warrants shall not
be registered, but upon exercise shall be entitled to "piggy back" registration
rights pursuant to Exhibit "C" in the Form of Warrant. Contractor represents and
warrants that he 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 BDE Warrants would be done so for investment purposes and not
with a view to further distribution. Contractor agrees that the BDE Warrants
will contain customary legends and will not be transferred other than in
compliance with the Securities Act in transactions not required to be registered
with the Securities and Exchange Commission.
(c) ALTNET CONSULTING COMPENSATION. Commencing with the
Effective Date of this Agreement, and continuing for the duration of the Initial
Term, Contractor shall provide services to Altnet, as described in further
detail in Exhibit C hereof. Within Forty-Five (45) days of the Effective Date:
(i) Altnet shall issue to Contractor Sixty-Eight Thousand Five Hundred Twenty
Eight (68,528) shares of Altnet common stock, which represents one and one half
percent (1.5%) of Altnet's common stock outstanding as of the Effective Date
(the "Altnet Shares") as additional compensation for such services. The Altnet
Shares shall vest on a percentage basis; the numerator of which shall be the
cumulative net revenue amount recognized by Altnet and/or the Company according
to generally accepted accounting principals for revenue which accrues to either
Altnet or the Company based on the direct efforts of Contractor in performing
his duties as described in Exhibit C attached hereto, and the denominator which
shall be One Million Dollars ($1,000,000). In the event that Contractor is not
able or does not complete his services for the entire period of the Initial
Term, or this Agreement is terminated prior to the expiration of the Initial
Term (not including a Change of Control as defined in this paragraph 2(c)), The
Company shall, in its complete and sole discretion, have the option to
repurchase from Contractor all unvested Altnet Shares at a price per share equal
to one tenth of one xxxxx ($0.001); and (ii) The Company shall issue a warrant
to Contractor to purchase up to One Hundred Seventy-Five Thousand (175,000)
shares of the Company's common stock (the "Consulting Warrants"). The Consulting
Warrants will be priced at Fifteen Cents ($0.15) per share and shall vest on a
percentage basis; the numerator of which shall be the cumulative net revenue
amount recognized by Altnet and/or the Company according to generally accepted
accounting principals for revenue which accrues to either Altnet or the Company
based on the direct efforts of Contractor in performing his duties as described
in Exhibit C attached hereto, and the denominator which shall be One Million
Dollars ($1,000,000). Except for the vesting schedule, the Consulting Warrants
shall be in the Form of Warrant as described in paragraph 2(b) above.
Furthermore, in the event that during the Initial Term, Altnet and/or the
Company is acquired, merged into or consolidated with another company such that
Altnet and/or the Company does not survive, or as a result of which there is
more than a fifty percent (50%) change in the ownership of Altnet and/or the
Company (collectively referred to as a "Change of Control"), then all unvested
Altnet Shares and Consulting Warrants will fully accelerate in vesting so that
all unvested shares and/or warrants will become vested shares and/or warrants.
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(d) INVESTMENT COMPENSATION. To the extent that, through the
direct efforts of Contractor (including but not limited to the introductions to
individuals, venture capitalists and/or companies), a capital investment is made
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, if the direct efforts of Contractor lead
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).
(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
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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 throughout perpetuity, 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 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 his right, title and interest in and to any
Confidential Information devised,
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developed, designed or discovered by him or in which he 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 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 he 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.
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7. COVENANT NOT TO SOLICIT.
Contractor covenants and agrees that for so long as he 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 he is engaged
by the Company, he 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 the Company
or any affiliate of the Company is engaged in, intends at any time to become
engaged in, or might become engaged in if offered the opportunity, 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
he ever engages in any such business, venture or activity in contravention of
this paragraph 8, all gross profits, compensation, 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. Contractor and Company mutually agree
that as of this Effective Date, the clients listed on Contractor's website,
XXX.XXXXXXXXXXXXXX.XXX, are not competitive to the Company and Contractor may
continue to provide services to such clients provided such services in the
future do not violate the terms of this paragraph 8.
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:
Mr. Xxxxx Xxxx
C/o VoxPop LLC
000 Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxxxx, XX 00000
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.
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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 his
duties hereunder; or as a result of any misrepresentation made by Contractor
about Company.
(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 his 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 by him 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
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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.
(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) 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.
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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/ XXXXX XXXXXXXXXX
--------------------
Xxxxx Xxxxxxxxxx
Its: CEO
--------------------
"CONTRACTOR"
/S/ XXXXX XXXX
-------------------------
Xxxxx Xxxx
VoxPop LLC
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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 myself, I hereby disclose 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: Xxxxx Xxxx, VoxPop LLC
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 myself, I hereby notify the
Company 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: Xxxxx Xxxx, VoxPop LLC
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).
THE SCOPE OF CONTRACTOR'S DUTIES: Contractor shall be engaged as an advisor
to the Company. In his capacity as an advisor, Contractor shall advise the sales
force and business development team, provide strategic financial, marketing and
managerial advise, introduce corporate alliance partners, and interface with
multiple external sales forces with the main intent of promoting, marketing, and
exploiting the Company's private peer-to-peer network currently known as
"Altnet". Secondarily, Contractor shall provide services necessary to exploit
the Company's (1) Brilliant Banner ad strategy, and (2) b3d software authoring
tools known as b3d Studio and Studio Pro. Specifically, Contractor shall:
i. 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;
ii. work directly with senior management of the Company. Such work
shall 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;
iii. develop relationships with ASOs to promote the acceptance of
Brilliant Banner ad serving technology and achieve sales of
Brilliant Banner Campaigns. By way of example only, and not of
limitation, some of the ASOs currently identified by the Company
include: DoubleClick; Xxxxxxxxxxx.xxx; 24/7 Real Media; Interep
Interactive; 411 Web; and Premium Networks; and
iv. identify third party developers which are potential licensees of
b3d Studio and b3d Studio Pro and actively market and close
licensing transactions of these software tools to such potential
licensees.
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