AGREEMENT
THIS AGREEMENT is made by and between Forest Glade International Inc., a
company organized under the laws of the state of Nevada with its principal
offices located at 444 Victoria Street, #370, Prince George, BC CANADA V2L 2J7
("Client"), and Sivla, Inc. a company organized under the laws of the state of
California with its principal offices located at 8300 Sunset Avenue, Fair Oaks,
California 95628 ("Media Buyer").
WHEREAS Client is a OTC: BB reporting company; and
WHEREAS Media Buyer is in the public relations, media placement and media
brokerage business and has access to Media Advertising including, without
limitation, television, billboard, radio, print, internet or other advertising;
and
WHEREAS Client and Media Buyer recognize certain synergies between the two
entities which enable Client to trade up to forty-three million five hundred
thousand ($43,500,000 US) Dollars of its common stock, which includes
twenty-five (25%) percent of stock in free trading shares, to Media Buyer in
exchange for Media Advertising, media placement/production and public relations
services.
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties agree as follows:
ss.1. Nature of Agreement. Client engages Media Buyer and Media Buyer agrees to
be engaged by Client to provide Media Advertising throughout the United States
and Canada in exchange for certain shares of the registered common stock of
Client. Also, $100,000 cash will be included for production services.
ss.2. Definitions. For the purposes of this agreement, the following terms, as
used in this Agreement, are understood to have the meanings stated herein:
a. Media Advertising - Media Advertising shall consist of any combination
of television, billboard, radio, print, internet or other advertising.
Media Advertising, as defined herein, is subject to availability at time
of advertising placement.
b. Rate Card - Rate Card refers to the maximum published rate for a given
Media Advertising product (also referred to as the published rate card).
ss.3. Effective Date. The Effective Date of this Agreement shall be March 30th,
2000 regardless of the date this Agreement becomes fully executed by the parties
hereto.
ss.4. Purpose of Agreement. As stated above, Client engages Media Buyer and
Media Buyer agrees to be engaged by Client to provide media advertising time and
space, media placement/production and public relations services throughout the
United States and Canada in exchange for certain shares of the registered common
stock of Client. This ss. (Section) of the Agreement sets forth the terms
governing the procurement of various Media Advertising, media
placement/production and public relations services by Media Buyer for Client in
exchange for the issuance of the registered common stock of Client.
a. Agreement Amount. The parties hereto agree that it is their present
intention to transact up to thirty-nine million ($39,000,000 US) (Stock)
dollars of Media Advertising, up to one hundred thousand $100,000 US
(Cash) dollars of media placement/production services and up to four
million five hundred thousand ($4,500.000 US) (Stock) dollars public
relations services in exchange for shares of the registered common stock
of Client.
b. Term of Agreement. The parties hereto anticipate transacting the up to
thirty-nine million ($39,000,000 US) (Stock) dollars of Media Advertising,
up to one hundred thousand $100,000 US (Cash) dollars of media
placement/production services and up to four million five hundred thousand
($4,500.000 US) (Stock) dollars public relations services for stock over
the course of six (6) months as more fully described below. However, both
Client and Media Buyer, and each of them, shall have the right to
terminate this Agreement upon forty-five (45) days written notice given in
accordance with the notice provision included below.
c. Valuation of Client's Stock. The first twenty-three million five
hundred thousand ($23,500,000 US) dollars of Client's common stock shall
be valued at $2.00/share. The balance shall be valued at a thirty-five
(35%) percent discount to the market. After the initial $23,500,00 of
stock valued at $2.00/share, valuation will occur monthly based on the
average of the previous month's closing price less thirty-five (35%)
percent.
d. Advertising Allotment. Client shall allot and allocate______________
_________________________________________________________________________.
Stock shall be delivered to Media Buyer _________________________________.
e. Selection of Advertising. Media Buyer shall recommend Media Advertising
to Client by submitting a description of the Media Advertising, which
includes: demographic information on the recommended advertising, a Rate
Card (as defined hereinabove), the cost of the proposed Media Advertising,
a statement as to whether any commissions or ancillary charges are
assessable and the basis of Media Buyer's recommendation. Media
Advertising shall be deemed approved if not rejected by Client within
three (3) business days from Client's receipt of Media Buyer's
recommendation.
f. Pricing of Advertising. The parties hereto agree that certain media
outlets may not publish a Rate Card. In the event that a given media
outlet does not publish a Rate Card, Media Buyer shall submit a pricing
letter from such outlet in its recommendation. In no event shall Media
Advertising cost Client more than one hundred (100%) percent over the
price for which such Media Advertising could be purchased for cash given
the same scheduling requirements.
g. Delivery of Shares. Following approval of Media Advertising by Client,
whether by actual approval or by failure to reject, Client will cause
11,750,000 shares of Restricted 144 stock for the first $23,500,000 of
advertising and the company (FGII) will cause 2,937,500 shares to be
registered for trading. Sivla shall sign a voting trust agreement with the
directors of FGII.
h. Stock Legends & Free Trading Shares.
All stock issued will be 144 Restricted stock from treasury, and
twenty-five (25%) percent of all issued stock to be registered for
trading.
i. Verification of Advertising. Media Buyer shall provide Client with
verification that Media Advertising has run within sixty (60) days of the
end of the month in which such Media Advertising ran. In the event that
Client does not receive verification from Media Buyer within said sixty
(60) day period, Client shall inform Media Buyer in writing that
verification has not been received. Media Buyer shall have an additional
sixty (60) days to provide such verification. In the event that Media
Buyer cannot obtain verification within sixty (60) days from its receipt
of written notice, Client shall be entitled to replacement Media
Advertising of equal value. In the event that any approved advertising
does not run it will be the obligation of Media Buyer to replace the
advertising with other approved advertising of equal value.
j. Termination of Agreement. In the event that either party elects to
terminate this Agreement under ss.4(b), above, the parties expressly agree
that any Media Advertising previously approved shall be fully funded in
accordance with the provisions of this ss.4. Similarly, Client's right to
verification and Media Buyer's responsibility to provide verification or
replacement Media Advertising shall survive any termination of this
Agreement.
ss.5. Client's Default. Any default by Client in the payment of any amount when
due under this agreement, or any extension hereof, or any failure by Client to
fulfill any other provisions of this Agreement shall entitle Media Buyer, at its
sole option, to terminate this Agreement upon ten (10) days notice in accordance
with ss.10, below, and notwithstanding any provision hereof to the contrary,
Client shall remain liable to Media Buyer for all loss or damage sustained by
Media Buyer by reason of any such failure or default.
ss.6. Lack of Representations by Media Buyer. Media Buyer will use its best
efforts to recommend Media Advertising, which Media Buyer believes will be
beneficial to Client. Client's execution of this Agreement indicates its
acknowledgement that Media Buyer has made no representations, express or
implied, regarding the ultimate success or failure of the Media Advertising to
be run pursuant to the Agreement.
ss.7. Noncompetition & Noncircumvention. Both parties to this Agreement agree
that each will refrain, directly or indirectly from utilizing information gained
from the other party in any way other than as contemplated hereunder. Further,
neither party will circumvent the other party by attempting to take advantage of
research and development performed by either party. The parties realize that
this noncompete/noncircumvention provision is an essential and material part of
this agreement. At the termination of this Agreement or any renewals or
extensions hereof, each party shall return to the other any and all confidential
information received pursuant hereto.
ss.8. Reciprocal Indemnification.
a. Client's Indemnification. Client shall protect, defend, indemnify and
hold harmless Media Buyer and its officers, directors, employees,
successors and assigns from and against any losses, damages (including,
without limitation, consequential damages and penalties) and expenses
(including, without limitation, reasonable counsel fees, costs and
expenses incurred in investigating and defending against the assertion of
such liabilities) which may be sustained, suffered or incurred by Media
Buyer and its officers, directors, employees, successors and assigns which
are related to any breach by Client of its representations and warranties,
or of its covenants, in this Agreement. Further, Client specifically
agrees to protect, defend, indemnify and hold harmless Media Buyer from
and against any losses, damages and expenses incurred defending against a
shareholder derivative action initiated by shareholders of Client.
b. Media Buyer's Indemnification. Media Buyer shall protect, defend,
indemnify and hold harmless Client, and its officers, directors,
employees, successors and assigns from and against any losses, damages
(including, without limitation, consequential damages and penalties) and
expenses (including, without limitation, reasonable counsel fees, costs
and expenses incurred in investigating and defending against the assertion
of such liabilities) which may be sustained, suffered or incurred by
Client and its officers, directors, employees, successors and assigns
which are based upon any breach by Media Buyer of its representations and
warranties, or of its covenants, in this Agreement.
ss.9. Notices. All necessary notices or correspondence required or permitted to
be given hereunder shall be in writing and shall be deemed to have been properly
given when hand delivered or when mailed postage prepaid by first class
certified mail, return receipt requested:
If to Client:
444 Victoria Street, #370
Prince George, BC CANADA V2L 2J7
If to Media Buyer:
8300 Sunset Avenue
Fair Oaks, California 95628
ss.10. Public Announcements. Except as may be required by law, neither party
shall make any public announcement or filing with respect to the transactions
provided for herein without the prior consent of the other party.
ss.11. Attorney's Fees. If either party hereto shall breach any of the terms
hereof, such party shall pay to the non-defaulting party all of the
non-defaulting party's costs and expenses, including attorneys' fees, incurred
by such party in enforcing the terms of this Agreement.
ss.12. Benefit. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
Nothing in this Agreement shall be construed to create any rights in third
parties as third party beneficiaries or otherwise. This Agreement shall not be
assigned to any party without the prior written consent of the other party, but
no such assignment shall relieve the assigning party of its obligations.
ss.13. Force Majeure. Whenever a period of time is herein prescribed for the
taking of any action by either party hereto, such party shall not be liable or
responsible for any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, governmental laws and regulations or any other cause
whatsoever beyond the control of such party.
ss.14. Amendment and Waiver. This Agreement may be amended, or any provision of
this Agreement may be waived, provided that any amendment or waiver will be
binding on Client only if such amendment or waiver is set forth in a writing
executed by Client, and provided that any amendment or waiver will be binding
upon Media Buyer only if such amendment or waiver is set forth in a writing
executed by Media Buyer. The waiver of any party of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.
ss.15. Construction & Applicable Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York as
if the Agreement were fully executed and performed under the laws of the State
of New York so that the principles of conflicts of laws would not apply.
ss.16. Severability. Should any provision of this Agreement be determined to be
invalid, illegal or unenforceable by a court of competent jurisdiction, then
such provision shall be amended by the parties hereto so as to make it valid,
legal and enforceable but keeping it as close to its original meaning as
possible. The invalidity, illegality or unenforceability of any provision shall
not affect in any manner the other provisions herein contained, which remain in
full force and effect.
ss.17. Grammatical Usage. Throughout this Agreement, reference to the neuter
gender shall be deemed to include the masculine and feminine, the singular the
plural and the plural the singular, as indicated by the context in which used.
ss.18. Headings; Context. The headings of the sections (ss.ss.) and paragraphs
(P.P.) contained in this Agreement are for convenience of reference only and do
not form a part hereof and in no way modify, interpret or construe the meaning
of this Agreement.
ss.19. Counterparts. This Agreement may be executed in numerous counterparts,
all of which shall be considered one and the same agreement.
ss.20. Entire Agreement. This Agreement contains all of the terms agreed upon by
the parties with respect to the subject matter of this Agreement and supersede
all prior agreements, representations and warranties of the parties as to the
subject matter of this Agreement.
BY CAUSING THIS AGREEMENT TO BE EXECUTED HERE BELOW, THE PARTIES
ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE
BOUND BY ITS TERMS AND CONDITIONS.
IN WITNESS WHEREOF, Media Buyer and Client have executed this Agreement in
multiple duplicate originals.
AGREED TO & ACCEPTED BY: AGREED TO & ACCEPTED BY:
SIVLA, INC. FOREST GLADE INTERNATIONAL INC
By: /s/ Norman F. Alvis Date March 30, 2000 By: /s/ Wayne Loftus Date March 30, 2000
----------------------------------------- --------------------------------------
Norman F. Alvis, its President Wayne Loftus, its President
and not individually and not individually
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Witness Witness
__________________ OF ________________________ __________________ OF ____________________
__________________, SS. __________________, SS.
______ ____, 2000 ______ ____, 2000
____________________ personally appeared ____________________ personally appeared
before me and acknowledged his execution before me and acknowledged ___ execution
of the foregoing instrument to be the of the foregoing instrument to be the
free act and deed of ________________ free act and deed of ________________
Before me, Before me,
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Notary Public Notary Public
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