Exhibit 10.5
LETTER OF AGREEMENT RE:
PURCHASE OF NATIONAL RADIO MEDIA FROM
"XXXXX XXXXXXX'X AMERICAN SCENE" WEEKDAY TALK-RADIO
PROGRAM
This Letter of Agreement is between the parties: American Scene Corporation
"A.S.C.", which owns and produces the Radio Program "Xxxxx Xxxxxxx'x American
Scene" referred to as A.C.A.S., MIV Therapeutics, Inc., "Buyer", and Xxxxx
Xxxxxxx, "Xxxxxxx".
A. WHEREAS: Buyer desires to be a primary sponsor of S.C.A.S., and the word
primary being defined as sponsoring programs with daily inclusion in our LIVE
"Investors Showcase" segments, two or three ten to twelve-minute by-phone
interviews per week with Buyer-designated interviewees, plus five day per week
commercials and ... WHEREAS: A.S.C. is desirous of providing said programming
for Buyer to promote, market and advertise its Company, NOWTHEREFORE, the
parties hereby further agree to the following prices, terms, conditions and
mutual and several responsibilities:
(1). PRICE: The time period for this Agreement shall be 90 days commencing on
Wednesday, February 26, 2003 and ending on Monday, May 26, 2003. The price of
this Agreement is $25,000.00. The Agreement is renewable for an additional
90-day period upon the option of Buyer at the continuing rate of $25,000.00 per
consecutive 90-day period after May 26, 2003.
(2). TERMS: OPTION#1: The $25,000.00 fee shall be paid in three advance payment
installments in the amounts of $10,000.00 on or before February 25, 2003,
$7,500.00 before March 26, 2003 and the final payment of $7,500.00 before April
26, 2003. OPTION#2: A single advance payment of $21,250.00 is due on or before
February 25, 2003 which takes advantage of a 15% discount.
B. PROGRAMMING CONTENT AND COMMERCIALS: S.C.A.S. airs on WSBR AM 740 and
numerous affiliates, plus on the Internet Mondays through Fridays from 2:00pm to
2:59pm, Eastern. As producer, A.S.C. has exclusive rights to book guest and
decide the content of the program within the broad "Wealthy and Wise" standard
theme. The Buyer shall receive two daily LIVE mentions by Xxxxxxx and two to
three ten to twelve-minute phone or in studio interviews per week with a
Buyer-designated interviewee.
C. "LIVE" VERSUS "LIVE ON TAPE" PROGRAMMING: The parties hereby mutually agree
that at least 90 percent (based upon 675 annual hourly programs, pro-rata) shall
be produced, and aired LIVE. Therefore, because of holidays, vacations, and
Xxxxxxx'x other responsibilities, certain programs may air "LIVE ON TAPE", and
rebroadcast with the message they are the "best of" programs.
PAGE 2 - A.S.C., BUYER and XXXXXXX - LETTER OF AGREEMENT
D. INDEMNIFICATION: Buyer shall indemnify, defend and hold harmless A.S.C. and
Xxxxxxx and their respective agents, employees, directors, officers,
representatives and subsidiaries from any and all liabilities, losses, costs,
claims, damages, penalties and expenses (including, without limitation, attorney
fees) (collectively "Losses") incurred or suffered by them, as a result of the
acts or omissions of Buyer relating to or arising out of the performance of its
obligations under this Agreement, except to the extent such Losses result from
the gross negligence or intentional misconduct of A.S.C. or Xxxxxxx. A.S.C. and
Xxxxxxx shall jointly and severally indemnify, defend and hold harmless Buyer
and its agents, employees, directors, officers, representatives and subsidiaries
from Losses incurred or suffered by them as a result of the acts or omissions of
A.S.C. or relating to or arising out of the performance of their obligations
under this Agreement, except to the extent such Losses result from the gross
negligence or intentional misconduct of Buyer.
E. COMPLIANCE, DISCLOSURE AND DISCLAIMER ISSUES: Xxxxxxx and A.S.C. will
disclose their paid advertising relationship with Buyer on the air at least one
time per hour during which either (a) Buyer representative participates on the
air or (b) during which Xxxxxxx mentions Buyer on the air. The Securities and
Exchange Commission requires that both the compensation relationship and the
amount thereof must be disclosed on the air, and this is exactly what is done
during the aforementioned radio programs. Pre-recorded disclosures are aired
during each daily program.
If Buyer has other disclosure requirements under S.E.C. or N.A.S.D. Rules and
Regulations, it shall immediately inform Xxxxxxx and A.S.C. in writing so that
Xxxxxxx can assure that such disclosures are made on each program on which
Buyer's message airs LIVE and/or on tape.
The fact that Buyer owns shares of its Stock, and that certain of Buyer's
employees own shares of "MIVT" stock must be mentioned and fully disclosed to
listeners. Xxxxxxx shall also disclaim on the air, via LIVE and/or taped
messages, that "ass stock carry degrees of risk, so please investigate before
you invest or before you make an investing decision". This assures that
listeners comprehend the inherent risk factors with smaller-cap stocks.
F. ARBITRATION: Because parties wish to continue their cordial and cooperative
working relationship throughout the duration of this Agreement, both parties
hereby agree that any disagreements or disputes arising from this Agreement and
relationship shall be settled through professional arbitration, not litigation.
PAGE 3 - A.S.C., BUYER and XXXXXXX - LETTER OF AGREEMENT
G. BROADCAST AUTHORITY: Xxxxxxx hereby stipulates that he has the rights and
ability to broadcast the S.C.A.S. program, as stated, on south Florida Radio
Affiliates including AM 850, 1000, 1400 AND 1420, nationally for hours 3pm to
5pm Eastern, 12pm to 2pm Pacific on Business Talk Radio Network via satellite,
plus all hours LIVE on the Internet via xxx.xxxxxxxxxxxxxxxxxx.xxx.
H. INVESTMENT LICENSE AUTHORITY: Buyer hereby stipulates that it maintains all
the current and proper Federal and State licensing for all the products and
services that it promotes on S.C.A.S. and on all media related to this
Agreement.
I. SITUS: This Agreement shall be interpreted under the laws in the State of
Florida.
ALL OF THE AFOREMENTIONED TERMS AND CONDITIONS ARE HEREBY AGREE TO, WITHOUT
EXCEPTION, BY THE UNDERSIGNED:
Program Provider:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President Date: February 19, 2003
Buyer:
/a/ Xxxx Xxxxxxx
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Xx. Xxxx Xxxxxxx Date: February 21, 2003
President and CEO
MIV Therapeutics, Inc.
