KMG
KALEIDOSCOPE MEDIA GROUP, INC.
DATE: JULY 28, 1999
To: James Rupp cc: Nick Malino
From: Paul Siegel Gayle Essary
Re: Streamedia Communications, Inc. Irv Greenman
This is to propose that Kaleidoscope Media Group, Inc. (KMG) begin, effective,
Monday, August 2, 1999, a 12 month consultancy at $40,000 (payment of $10,000 on
signing this agreement and $10,000 on September 1, 1999, and $2,000 per month
October, 1999 through July 30, 2000), on behalf of Streamedia Communications,
Inc.
The following are areas in which KMG will consult:
1. Research the availability of film and television library product for
Streamedia to acquire for use on their various websites.
2. Provide Streamedia with a report at or before the end of the first two
months with at least five sections which shall include
a) owners and distributors of potential target product (including
addresses, phones, websites and email as available),
b) strategies for acquisition, shows and other events where the company
might find product,
c) sample agreements for buying and selling of programme rights,
setting up of co-production agreements and joint ventures,
d) the organization of a Streamedia acquisitions program and department and
staffing, and
e) potential means by which KMG could be a longer term commissioned
agent for acquisition, including additional agreements for joint
ventures or joint acquisitions.
3. Advise management on the valuation of various film and television
libraries that have or will be presented to Streamedia for internet
acquisition.
4. Provide technical evaluation of the product to be acquired with regard
to the feasibility of digital transfer of the material.
5. Provide assistance to the company in developing innovative acquisition
strategies for new media usage.
6. Represent Streamedia in the international "Hollywood" community during
the consulting period, including at various trade exhibitions and
meetings in which KMG participates, or, if Streamedia desires, at such
additional exhibitions and meetings which Streamedia may propose and
finance and which is mutually agreeable with KMG.
7. Include Streamedia in press releases and promotions within the industry where
appropriate and approved by Streamedia.
8. Consult with Streamedia in the "syndication" of content across media
platforms (TV to internet, internet to cable, etc.), including the
development of appropriate JV and/or syndication agreements, and the
possible development of a fee structure to represent the company in
such syndications.
KMG grants to Streamedia a right of first offer with regard to acquisition of
any content for inclusion on the Internet. Streamedia shall have 30 days after
presentation of any such content by KMG to acquire such content prior to KMG
presenting such content materials to any other entity or using such content for
its own purposes.
Because of KMG's engagement hereunder, KMG will have access to trade secrets and
confidential information about Streamedia, its products, its customers, and its
methods of doing business (the "Confidential Information"). During and after the
termination of KMG's engagement hereunder, KMG may not directly or indirectly
disclose or use any such Confidential Information; provided, that KMG will not
incur any liability for disclosure of information which (a) is required in the
course of KMG's engagement hereunder, (b) was permitted in writing by the
Streamedia or (c) is within the public domain or comes within the public domain
without any breach of this Agreement.
This agreement is subject to any provisions which might prohibit the employment
of a company in which a Director of the Company is associated.
This agreement is cancellable by either party on 30 days notice.
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Streamedia Communications, Inc.
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Kaleidoscope Media Group, Inc.