Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 84 323K
Issuer
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 21 66K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 5 21K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 3 16K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws 12 39K
6: EX-4.1 Instrument Defining the Rights of Security Holders 2 14K
7: EX-10.1 Material Contract 10 52K
16: EX-10.10 Material Contract 6 28K
17: EX-10.11 Material Contract 23 78K
18: EX-10.12 Material Contract 53 150K
19: EX-10.13 Material Contract 19 58K
20: EX-10.14 Material Contract 2 17K
21: EX-10.15 Material Contract 20 55K
22: EX-10.16 Material Contract 1 12K
23: EX-10.17 Material Contract 7 48K
24: EX-10.18 Material Contract 2 15K
25: EX-10.19 Material Contract 15 62K
8: EX-10.2 Material Contract 17 53K
26: EX-10.20 Material Contract 8± 42K
27: EX-10.21 Material Contract 10 35K
28: EX-10.22 Material Contract 5 32K
29: EX-10.23 Material Contract 5 33K
30: EX-10.24 Material Contract 5 34K
31: EX-10.25 Material Contract 5 20K
32: EX-10.26 Material Contract 3 21K
33: EX-10.27 Material Contract 17± 78K
34: EX-10.28 Material Contract 3 23K
35: EX-10.29 Material Contract 8 41K
9: EX-10.3 Material Contract 8 30K
36: EX-10.30 Material Contract 4 27K
37: EX-10.31 Material Contract 16 76K
10: EX-10.4 Material Contract 4 23K
11: EX-10.5 Material Contract 6± 33K
12: EX-10.6 Material Contract 10 40K
13: EX-10.7 Material Contract 13 51K
14: EX-10.8 Material Contract 8 24K
15: EX-10.9 Material Contract 2 17K
38: EX-21.1 Subsidiaries of the Registrant 1 10K
39: EX-27.1 Financial Data Schedule (Pre-XBRL) 1 14K
EX-10.8 — Material Contract
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DISTRIBUTION AND REPUBLISHING AGREEMENT
CONVENED OF THE FIRST PART Softpool, - A Division of infoMedia GmbH, hereafter
named Softpool, of Berliner Strasse I01, Ratingen 40880, Germany.
OF THE OTHER PART ALTA VISTA INC., of 1671 Dell Avenue, Suite 209, Campbell, CA
95008, USA
Both parties mutually acknowledge the requisite capacity and standing to execute
this document, and hereby state as follows:
a) Softpool's business activity is concentrated on the production,
publication and marketing of all types of software.
b) ALTA VISTA'S business activity concentrates on the production,
development, promotion and sale of computer games, and it holds the exploitation
rights to the work INTERNET POSTCARTS/Howdy.
Softpool is interested in acquiring the exploitation rights to the aforesaid
work and, in this being so, both parties have agreed to sign this LICENSING
AGREEMENT, and submit to the following conditions for the purpose of regulating
it:
CONDITIONS
1. DEFINITIONS
The words and expressions mentioned below shall have the following meanings for
the purposes of this agreement:
INTERNET Postcarts A work to be distributed by Softpool consisting of a
CD-ROM containing intemet utility software, bookmarks and intemet access
software.
Unit sold: Unit actually invoiced by Softpool, except those which can be
delivered as samples of no value (not for resale), and those returned by
customers.
Stocks: Units of the INTERNET POSTCARTS/Howdy work manufactured and not sold
by Softpool until the expiry date of the effective period of this agreement.
Launch: Day on which the work INTERNET POSTCARTS/Howdy is available for
purchase by consumers at any points of sale.
2. OBJECT OF THE AGREEMENT
Under this agreement ALTA VISTA assigns to Softpool exclusively during a period
of 18 months, for the territories of Germany, Austria and Switzerland, the
rights to distribute, republish, bundle and sublicense the work called "INTERNET
POSTCARTS/Howdy " and in particular those of transformation, reproduction,
compilation and distribution for said product.
3. INTELLECTUAL PROPERTY RIGHTS
ALTA VISTA will remain the holder of all the intellectual property rights to the
work INTERNET POSTCARTS/Howdy. ALTA VISTA grants, that there are no rights
payable to GEMA or any other organization by using the music, videos and
pictures from the CD and by using any INTERNET POSTCARTS created with the work.
Softpool will be required to include in the INTERNET POSTCARTS/Howdy work the
ALTA VISTA name and logotype, and also the copyright message, all in relation to
the INTERNET POSTCARTS/Howdy.
4. FINANCIAL CONSIDERATION
As financial consideration for the assignment which is the object of this
agreement, Softpool shall deliver to ALTA VISTA as fees for rights payments 2 DM
per unit from retail product and from bundling and licensing.
For these purposes, a minimum advance on royalties is established in the amount
of DM 4,000. This amount will be invoiced on signature of this agreement, and
is payable on invoice, directly to InterActiv Arts, based in UK. Bank details
to be supplied.
The launch date must be no later than 30 October 1997.
The future royalty payments will be made direct to ALTA VISTA, after delivery of
the corresponding invoice, by a bank transfer. ALTA VISTA must provide
appropriate bank details.
5. DECLARATION OF FEES
Softpool will be required to make quarterly declarations of fees. The said
declarations will include the product identification details, the units sold and
where applicable the amount of fees accrued in favour of ALTA VISTA.
Declarations will be made within 15 days of the end of the quarter.
When each declaration has been made and upon presentation by ALTA VISTA of the
corresponding invoice. Softpool will pay this by bank transfer.
In the event of a discrepancy in the determination of fees, the parties
undertake to appoint an external auditor to verify the declarations made. The
expenses will be charged to the party requesting the verification. Should a
discrepancy of more than 10% be discovered, Softpool will pay the auditor costs,
and any additional owed royalties.
6. LIQUIDATION
If, after a certain period of time, the units sold of the product decrease to
under 100 units per month, then both parties may mutually agree to consider
liquidation of any remaining stocks. In this case the Licensor will not pay a
license fee, until the production costs have been recovered. If there is any
profit exceeding the production cost, both partners will share that equally.
6. LOCALISATION
In addition to all the obligations derived from the exact fulfillment of this
agreement and contractual good faith, ALTA VISTA undertakes to ensure technical
guidance is provided where required for localization, as long as Softpool has
sought and received approval from ALTA VISTA where required.
8. MARKETING OF THE PRODUCT
ALTA VISTA authorizes lnfomedia to market, sell and sub-license the work using
all the distribution channels available to it within the assigned territory,
both traditional and non-traditional, and to promote this in any medium of
communication.
9. EFFECTIVE PERIOD
This agreement will be valid for 18 months from its signature, renewed
automatically for a further 12 months, unless otherwise notified by either
party, in writing, 3 months prior to expiration. Upon expiry of the validity
period, InfoMedia will have a period of 3 months in which to liquidate stocks.
10. CONFIDENTIALITY
The details supplied relating to the activity of InfoMedia and ALTA VISTA, and
in particular all the elements which might come to the knowledge of the parties
within the framework of this agreement are understood to be confidential and
they must be safeguarded.
II. COMMUNICATION BETWEEN THE PARTIES
In order to have full contractual effects, communications between the parties
must be sent (i) by registered post with advice of receipt. ii)by overnight
courier delivery with advice of receipt, iii) by fax transmission, or iv) by
electronic mail, to the addresses and telephone numbers of the parties which
appear in this agreement, or those which may validly replace them.
12. THIRD PARTY CLAIMS
ALTA VISTA declares to InfoMedia that it is duly empowered for the assignment
formalized, undertaking for this reason to hold harmless from any claim based on
the infringement or alleged infringement of any intellectual property right
existing on the INTERNET POSTCARTS/Howdy, as long as InfoMedia has sought and
received approval from ALTA VISTA where required.
13. TERMINATION OF THE AGREEMENT.
The total or partial default by either party of what is agreed in this agreement
will empower the other party to terminate it, in addition to requiring the
indemnity for damage and losses suffered.
14. SETTLEMENT OF DIFFERENCES.
For the better settlement of any differences existing in the fulfillment and
interpretation of this agreement, the parties agree to submit to arbitration.
And as proof of agreement, both parties sign this agreement in duplicate as
below:
Jack Marshall
--------------
ALTA VISTA Softpool
10/17/99 8/27/97
-------- -------
Date Date
AMENDMENT TO THE DISTRIBUTION AND REPUBLISHING AGREEMENT COVERING THE PRODUCT
"HOWDY" DATED THE 17.10.97
Between
infoMedia Software Publishing GmbH, Heltorfer Str. 12; 40472 D sseldorf
hereafter referred to as the "licensee"
and
PhotoLoft.com Inc., of 300 Orchard City Drive, Suite 142, Campbell, CA 95008,
USA, hereafter referred to as the "Licensor"
1.0 EXTENSION OF TERM
The duration of the term has been extended for a further 24 month.
2.0 FINANCIAL CONSIDERATION
For bundling and sub-licensing purposes infoMedia shall deliver to licensor 40%
of the net profits gained from such a deal.
All other matters arising out of this agreement are covered in the main contract
and those are applicable at all times.
NAME:____________________________
Date: ____12 Feb. 99
----------------
InfoMedia Software Publishing GmbH.
NAME: s. Jack Marshall
------------------
Date: 2/25/99
-------
PhotoLoft.com Inc
AMENDMENT TO THE DISTRIBUTION AND REPUBLISHING AGREEMENT COVERING THE PRODUCT
"HOWDY" DATED THE 17.10.97
Between
infoMedia Software Publishing GmbH, Heltorfer Str. 12; 40472 D sseldorf
hereafter referred to as the "licensee"
and
PhotoLoft.com Inc., of 300 Orchard City Drive, Suite 142, Campbell, CA 95008,
USA, hereafter referred to as the "Licensor"
1.0 EXTENSION OF TERM
The duration of the term has been extended for a further 24 month.
2.0 FINANCIAL CONSIDERATION
For bundling and sub-licensing purposes infoMedia shall deliver to licensor 40%
of the net profits gained from such a deal.
All other matters arising out of this agreement are covered in the main contract
and those are applicable at all times.
NAME:____________________
Date: ___________________________
infoMedia Software Publishing GmbH.
NAME: s. Jack Marshall
------------------
Date: 2/4/99
------
PhotoLoft.com Inc
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