EXHIBIT 10.8
PARTNERSHIP AGREEMENT OF THE RADIO X NETWORK
Partnership Agreement made on this 5th day of September 2002, by and between
RadioTV Network, Inc ("RTV"), a Florida corporation, 5670 Wilshire Blvd., Suite
1300, Los Angeles, CA. 90036 and Sports Byline USA L.P. ("SBU"), a California
Limited Partnership, 300 Broadway, Suite 8, San Francisco, CA. 94133.
In consideration of the mutual covenants herein contained, the above named
companies, hereinafter referred to as the "Partners", agree to form, and hereby
do form, a partnership pursuant to the Uniform Partnership Act as enacted by the
State of California, on the terms and conditions hereinafter set forth.
I. PURPOSE
The partnership is created and conducted for the purpose of creating and
operating a new radio network consisting primarily of a series of radio programs
principally targeted to a young male audience ages 14-35, and to engage in such
other related businesses as may be agreed on by the Partners. The partnership
shall develop, produce, acquire, distribute, market and brand the maximum number
of programs and series for the network as may be possible and viable and shall
operate the partnership and radio network in the best interests of the business
and Partners and the Partners shall use their best efforts to maximize the
assets of the partnership.
II. NAME; PLACE OF BUSINESS
a. The name of the partnership shall be Radio X Network. . b. The principal
place of business shall be 300 Broadway, Suite 8, San Francisco, CA.
94133 or as mutually agreed upon by all the Partners from time to time.
III. DURATION
The Partnership shall commence on the date hereof and shall continue until
dissolved pursuant to the terms set forth hereafter.
IV. CAPITAL CONTRIBUTIONS
a. Partnership Capital. The initial capital of the partnership shall
consist of the sum of One Hundred Thousand Dollars ($100,000.) and the
intellectual properties and program rights described on Exhibit "A"
attached hereto.
b. Initial Contributions. The initial contributions of each Partner shall
be as follows:
1. RTV shall contribute the capital sum of One Hundred Thousand Dollars
($100,000), the rights to the Laughtraxx radio program described in Exhibit
"A" attached hereto and management services.
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2. SBU shall contribute the radio programs "Wrestling Observer Live" and "Video
Game Review" described in Exhibit "A" attached hereto, radio studio
production facilities (as available), office facilities, affiliate and
advertising sales services and management services.
c. Subsequent Capital Contributions. Subsequent capital contributions, as
such are needed by the partnership, shall be determined by the Partners.
In the event any Partner is required to make such subsequent capital
contributions, the Partners who have contributed may consider the sums
so advanced as loans to the partnership.
d. Interest on Capital Contributions. Any loan or capital advanced to the
partnership, as a "Subsequent Capital Contribution", by either Partner
shall accrue interest at the rate of 10% per annum.
V. PARTNERSHIP PROPERTY
a. Partnership Property. All property originally paid or brought into or
transferred to, the partnership as contributions to capital by the
Partners, or subsequently acquired by purchase or otherwise on account
of the partnership, shall be partnership property. It is contemplated
that the partnership's initial capital shall be utilized for the
operations of the partnership, the development, production, acquisition,
marketing and branding of the programs and network, affiliate and ad
sales, to create and operate the partnership web site and to create
other value, assets and property for the partnership.
b. Property to be in Partnership Name. The title to or copyright of all
partnership property shall be held in the name of the partnership.
VI. RIGHTS, DUTIES AND LIABILITIES OF PARTNERS
a. Other Business Activities of Partners. No Partner during the continuance
of the partnership, shall pursue, or become directly or indirectly
interested or involved in, any business or occupation which is in
conflict with the herein partnership. The Partners shall be exclusive to
the partnership with respect to programs and networks that fit the
partnership profile, demographics and original design but non-exclusive
with respect to any other programs or networks including SBU's
traditional sports programming.
b. Time Devoted to the Partnership. Each Partner shall devote such time as
said Partner reasonably believes is necessary to further the goals of
the herein partnership, however, SBU shall provide the day to day
management and administration of the partnership and prepare and
administer all accounting functions, including the preparation of
monthly accounting summaries of all partnership activities,
administering all accounts payables and receivables, maintaining
partnership bank accounts and all books and records.
c. Payment of Separate Debts of Partners; Indemnification. Each Partner
shall pay his separate debts punctually and shall indemnify the other
Partner and the capital and property of the partnership against the same
and all expenses on account thereof.
VII. MANAGEMENT OF BUSINESS
a. Participation in Management. Except as otherwise provided in this
agreement, all Partners shall have equal rights in the management and
conduct of the partnership.
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Decisions shall be by majority vote (each Partner having one vote)
except as provided in subpart (b) of thisArticle.
b. Matters Requiring Unanimity. During the continuance of the partnership
no Partner shall, without the consent of all the Partners, do any of the
following:
1. Assign the partnership property in trust for creditors or on the
assignee's promise to pay the debts of the partnership;
2. Dispose of the Good Will of the business;
3. Submit a partnership claim or liability to arbitration;
4. Confess a judgment against the partnership;
5. Do any act which would make it impossible to carry on the ordinary
business of the partnership;
6. Make execute, or deliver in the name of the partnership any bond,
trust deed, mortgage, indemnity bond, guarantee, surety bond, or
accommodation paper or accommodation endorsement;
7. Borrow money in the name of the partnership or use as collateral any
partnership property;
8. Assign, pledge, transfer, release, or compromise any debt owning to,
or claim of, the partnership except for full payment;
9. Convey any real or intellectual property of the partnership;
10. Pledge or transfer in any manner, except to another Partner, its
individual interest in the partnership, except as provided for in
RTV's or its corporate parent's corporate covenants, without the
approval of the other Partner, not to be unreasonably withheld; or
11. Undertake or complete any act for which unanimity is required under
any other provision of this agreement.
c. Contracts. For purposes of the partnership business, but subject to any
limitations and restrictions imposed by this agreement, each Partner
shall have equal power and authority in using the partnership name and
in binding the partnership in making contracts and purchasing goods, and
in otherwise trading, buying, selling, or managing on behalf of the
partnership.
d. Employment and Dismissal of Personnel. No Partner shall hire any person
for employment by the partnership or dismiss, except in case of gross
misconduct, any person in the employment of the partnership without the
consent of all the Partners.
e. Indemnity by Partnership. The partnership will indemnify each Partner in
respect of payments made and personal or corporate liabilities
reasonably incurred by each Partner in the ordinary and proper conduct
of the partnership business, or for the preservation of the business or
property of the partnership.
f. Meeting of Partners. Without call or notice the Partners shall hold
regular monthly meetings at times and places to be selected by the
Partners. In addition any one Partner may call special meetings at any
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time after the giving of ten (10) days written notice to all other
Partners. Any Partner may waive notice of any meeting, and attendance of
a Partner at a meeting constitutes a waiver of notice of such meeting,
except in the event that a Partner attends a meeting and protests the
lack of notice to him.
g. Bank Deposits and Accounts. All partnership funds shall be deposited in
the name of the partnership in such accounts as the Partners may from
time to time agree on unanimously in writing.
VIII. REVENUE ALLOCATION AND PROFIT AND LOSSES
a. Revenue Allocation. All revenue derived from the operation and
exploitation of the partnership or partnership assets and properties
shall first be applied to the ongoing business obligations of the
partnership, as may be reasonably determined by the Partners. Next, the
Partners shall determine if sufficient revenues exist for the Partners
to take draws for their respective capital accounts prior to retiring
the partnership capital obligations, then all revenues derived by the
partnership shall be applied to the payment of any and all capital
advanced to the partnership, by the Partners or others, plus interest.
All revenue derived by the partnership in excess of the partnership
obligations, draws, paid in capital and interest, shall be deemed "net
profits".
b. Share of Profits and Losses. The Partners shall be entitled to the net
profits from the operation of the partnership business that remains
after the payment of the expenses of conducting the business of the
partnership. Each Partner shall be entitled to a distributive share of
the profits specified: as to RTV 50% and as to SBU 50%. All losses that
occur in the operation of the partnership business shall be paid out of
the capital of the partnership and the profits of the business, or, if
such sources are deficient in funds to cover such losses, by the
Partners equally.
IX. ACCOUNTING MATTERS
Books of account of the transactions of the partnership shall be kept at the
principal place of business, and shall be at all times open to the inspection of
any Partner. Each Partner shall cause to be entered on the books a just and true
account of all its dealings, receipts, and expenditures for or on account of the
partnership. Each Partner acknowledges that, for its accounting purposes, RTV
intends to consolidate the financial results of the partnership into in own
financial statements and the Partners agree to take whatever steps as may be
reasonably determined by RTV's auditors and accountants to allow RTV to
successfully consolidate and incorporate the financial statements.
X. RESTRICTIONS ON TRANSFERS
Except as otherwise provided in this agreement, no Partner may sell, assign,
transfer, encumber, or otherwise dispose of any interest in the partnership,
partnership property, or assets of the partnership without prior written consent
of all other Partners.
XI. WITHDRAWAL OR RETIREMENT OF PARTNER
In the event any Partner shall desire to withdraw or retire from the partnership
and provided the non-withdrawing Partner has the unencumbered ability and
resources to carry on the partnership without the withdrawing Partner, subject
to the non-withdrawing Partners ability to carry on the partnership's ongoing
business without any adverse results, loss of opportunity or disruption, or if a
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Partner's main principals become disabled so that they is unable to fulfill
their Partner obligations to the partnership as specified in this agreement,
such withdrawing Partner shall give thirty (30) days written notice by
registered or certified mail or facsimile to the other Partners at the last
known address of each other Partner.
XII. DISSOLUTION; WINDING UP; LIQUIDATION
a. Causes of Dissolution. The partnership shall be dissolved on the
happening of any of the following events:
1. Termination of the undertaking specified herein;
2. Withdrawal or retirement of any Partner provided the remaining
Partner has the ability and resources to carry on the partnership
without the retiring or withdrawing Partner, as more fully described
in paragraph IX herein;
3. Death, disability, or bankruptcy of any Partner; or
4. Unanimous consent of the Partners.
b. Right to Continue Business After Dissolution. On dissolution of the
partnership by withdrawal of a Partner or insolvency of a Partner, the
remaining Partners shall have the right to elect to continue the
business of the partnership under the same name, by themselves, or with
any additional persons they may choose without consideration to the
withdrawing or insolvent Partner.
c. Winding Up and Liquidation. On dissolution of the partnership, if the
partnership business is not continued pursuant to subpart b of this
article, it shall be wound up and liquidated as quickly as circumstances
will allow. The assets of the partnership shall be applied to
partnership liabilities in the following order:
1. Amounts owing to creditors other than Partners;
2. Amounts owing to Partners other than for capital, services and
profits;
3. Amounts owing to Partners in respect to capital; and
4. Amounts owing to Partners in respect to profits.
XIII. ARBITRATION
It is agreed that disputes arising under or related to this agreement, or under
any instrument made to carry out the terms of this agreement, shall be submitted
to arbitration at the American Arbitration Association, Los Angeles, in
accordance with the arbitration laws of the State of California.
XIV. NOTICES TO PARTNERS
Except as otherwise specified herein, all notices to the Partners to this
agreement shall be in writing and shall be deemed effective when given by
personal delivery, by certified mail, facsimile or other electronic
communication.
XV. AMENDMENTS
This agreement may be amended at any time by a majority vote of the Partners.
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In witness whereof, the parties hereto have executed this agreement at
San Francisco, California on the date first above written.
By___________________________________
RadioTV Network, Inc.
By__________________________________
Sports Byline USA L.P.
PARTNERSHIP AGREEMENT OF THE RADIO X NETWORK
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EXHIBIT A
Radio X Partnership Agreement
" Wrestling Observer Live"
A 2-hour live radio program broadcast 7-9pm Sundays.
"Where serious wrestling fans talk about this unique sports entertainment".
Interviews and listener call-ins.
Hosted by Dave Meltzer and Bryan Alvarez
"Video Game Review"
A 1-hour live radio program broadcast 9-10pm Sundays.
"A look at what's hot in the world of video games and electronic entertainment".
Interviews, listener call-ins and new product reviews.
Hosted by Patrick Malro
"Laughtraxxs"
A 2- 3-hour taped radio program broadcast to be determined.
"A comedy program featuring clips and audio inserts from Comedy CD's, TV shows,
Movies and the World Wide Web plus original comedy material". Interviews,
listener call-ins and product reviews.
Host to be determined.
AMENDMENT
This Amendment as of December 30, 2002 is to the Partnership Agreement of the
Radio X Network ("Agreement") dated September 5, 2002 by and between RadioTV
Network, Inc ("RTV") and Sports Byline USA L.P. ("SBU").
Further to Paragraph XI of the Agreement, the parties hereto wish to amend and
modify Paragraph VII of the Agreement to satisfy the accounting and
consolidation provisions of the Agreement.
Therefore the parties hereto do amend the Agreement and incorporate the
following paragraph under VII "Participation in Management":
VII (h). Notwithstanding the foregoing, RTV shall have the full, right, power,
authority and control to determine all matters relative to the Partnership and
the Partnership business and RTV shall have the full, right, power, authority
and control to determine the management of the Partnership.
All other terms and conditions of the Agreement shall remain in full force and
effect.
Signed as of the date first above written.
By__________________________________
RadioTV Network, Inc
By__________________________________
Sports Byline USA L.P.