Fill and Sign the Delta Wetlands Purchase and Sale Agreement Metropolitan Form

Exhibit I LICENSE AGREEMENT AGREEMENT, made as of the 3rd day of February, 1993, is made and entered into by and between Site-based Media, Inc., a Delaware corporation, having its principal place of business at 369 Lexington Avenue, New York, New York 10017 (“Site-based” or “Licensor”) and On Site Media, Inc., a Delaware corporat ion, having its principal place of business at 369 Lexington Avenue, New York, New York 10017 (“On Site Medi a” or “Licensee”). WITNESETH: WHEREAS, On Site Media has been formed for the purpose of developing an out-of-home advertising network ; and WHEREAS, Licensor owns, holds, uses or controls certain Know-How, Products, Technology, and the Improvements, all as defined below and collectively referred to as the “Intellectual Property”. WHEREAS, Licensee is desirous of using the Intellectual Property owned by Licensor as provided for herein. NOW, THEREFORE, in consideration of mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, and subject to the approval of Site-based Stockholders as set forth in Section 6.01, the parties hereto agree as follows: ARTICLE IGENERAL 1.01 Licensor and Licensee are hereafter occasionally referred to as “Parties” (i n singular or plural usage, as indicated by the context). 1.02 The terms of this Agreement (other than names of Parties and article headings) whic h are set forth in upper case letters have the meanings set forth in Article II of this Agreement. ARTICLE II DEFINITIONS 2.01 “On-Site Network” shall mean the electronically linked cut-of-home advertising network to be established by the Licensee which consists of electronically linked video equipment and may include an electronically linked LED component and back-lit panels or other advertising medi a attached or appended to such LED component of the network. 2.02 “Improvements” shall mean any improvements, developments, updates, upgrades, enhancements, additions, revisions, corrections, fixes, and other modifications to the Tec hnology, Know-How and/or Products, which Licensor solely and not in conjunction with the Licensee may a cquire, discover, invent, originate, conceive, have a right to develop or manufacture, whether or not the same is patentable, commercially useful or reducible to writing or practice. 2.03 “Intellectual Property” shall mean the Know-How, Products, Technology, and the Improvements. 2.04 “Know-How” shall mean the Licensor’s technological knowledge and intellectual property right s relating to or concerning the electronically linked in-store advertising network heretofore operated by Licensor under the name Shopper’s Video (“Shopper’s Video”). 2.05 “Products” shall mean products exploiting the Technology. 2.06 “Technology” shall mean all intellectual property, proprietary technology, inventions, discoveries, processes, and information and data owned or otherwise licensable by Licensor relati ng to Shopper’s Video, whether prior to or after the date hereof, including but not limited to the following: all intangible rights in any of the foregoing, parts or portions of any of the foregoing or, documents, instrument s, writings, recordations, manifestations or embodiments of any of the foregoing (including all manua ls, reports, plans, specifications, drawings, descriptions, formulations, tabulations, compilations, technical information, charts, memoranda, notes, idea books, data tables, plots, computer and other programs, databases form ulae, algorithms, operating systems, and development and manufacturing procedures); all patent, copyri ght, trade secret and other proprietary rights An any of the foregoing, including all letters patent and a pplications for letters patent (and the inventions claimed or disclosed therein and including any extension, reissue or renewal patents) and all registered and unregistered copyrights. 2.07 “Approved Venues” for the On Site Network shall consist of supermarkets, drug stores, convenience stores, fast food restaurants, mass merchandisers and any other venue in which Lice nsee’s operation of a networked out-of-home video advertising system has preceded Licensor’s operation of such a system. 2.08 “Default” shall be defined as set forth in Section 4.02. 2.09 “Stockholders’ Agreement” shall mean the Agreement between On Site Media, Inc., Fleming Site Media, Inc., NBC Site Media, Inc., KDI Corporation, Site-based Media, Inc. and certain other parties. ARTICLE III LICENSE GRANT AND RESERVATIONS 3.01 In consideration for the royalty payments to be made by Licensee to Licensor pursuant to Article IV hereof (the “Royalty Payments”), and subject to approval by Licensor’s stockholders in accorda nce with Section 6.01, Licensor hereby grants to Licensee a perpetual, worldwide, irrevocable lice nse, in accordance with the terms hereof, to make, have made, use, have used, lease, sell, otherwise tra nsfer, sublicense and exploit the Intellectual Property and to practice any process or method involving the use of any such Intellectual Property either alone or in combination with equipment or with other computer programming code, whether or not supplied by Licensor (the “License”). The License shall be exclusive within t he Approved Venues. Licensor shall not be prohibited from transferring or licensing to any third party during the term here of the Intellectual Property for use or exploitation outside of the Approved Venues. 3.02 The ownership of all Intellectual Property in existence prior to the date hereof and all Improvements shall be and remain in Licensor, and Licensor shall retain the right t o exploit the same, except within the Approved Venues. All intellectual property, know-how, products and improvements thereof developed by Licensee shall be owned exclusively by Licensee. All intellectual property, know-how, products and improvements thereof jointly developed by Licensor and Licensee or by Licensor alone shall be owned by Licensor, but for all purposes of this agreement shall be deemed to be Intellectual Property. 3.03 Licensor shall carry all advertising and programming of the On-Site Network when and as provided by Licensee (without any modifications, additions or deletions) at the sites li sted on Schedule 3.03 hereof (the “Licensed Sites”) until the earlier of: (i) the termination of this License or (ii) the termination of any site agreement under which Licensor has the right to provide video advertising programming to a Licensed Site. ARTICLE IV ROYALTIES, REPORTS AND PAYMENTS 4.01 Licensee shall pay royalties to Licensor as consideration for the License granted he reby to the Intellectual Property and for the rights granted to Licensee in Section 3.03 with re spect to the Licensed Sites in the amounts and on the dates as set forth on Schedule 4.01 annexed hereto, subject to L icensee’s right of set off if and to the extent of any damages, losses and expenses incurred by Licensee as a re sult of the breach by Licensor of the representations, warranties or covenants set forth in Article V hereof. 4.02 If Licensee shall fail to pay any installment of the Royalty Payments when due (the “Default”), then, in any such event, the Licensor may by notice to Licensee in accordance with Article VIII hereof, declare all Royalty Payments to be immediately due and payable (the “Default Notic e”). Licensee shall have ten (10) days after the receipt of a Default Notice to cure a Default. ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS; LIMITATION 5.01 Except as set forth in Disclosure Schedule Sections 8.04 and 8.05 to the Stockholders’ Agreement, Licensor hereby represents, warrants and covenants as follows: (a) the Intellectual Property is and shall be subsisting and is not and shall not be i nvalid or unenforceable, in whole or in part; (b) Licensor has not previously assigned, transferred, conveyed or otherwise encumbered the Intellectual Property and shall not do so; (c) Licensor is and shall be the sole and exclusive owner of the Intellectual Property, all of which is and shall be free and clear of any liens, charges and encumbrances, and no othe r person or entity has or shall have any claim of ownership with respect to the Intellectual Property whatsoever; (d) Attached Schedules list all patents, trade secrets, copyrights and licensed right s and/or access to same included in the Intellectual Property, and such Schedules shall be prom ptly amended to include all Improvements as such Improvements come into being; (e) to the extent the Intellectual Property is not owned by Licensor, Licensor has the unrestricted right to sublicense it to the Licensee; (f) The Intellectual Property does not and shall not infringe or conflict with any rights owned or possessed by any third party; (g) There are and shall be no claims, judgments or settlements to be paid by Lic ensor or threatened or pending claims or litigation relating to the Intellectual Property; and (h) The Intellectual Property comprises and shall comprise all intellectual propert y (including without limitation all items of the types included in Technology, Products, Know-How and Improve ments) which has been utilized or could have been utilized in connection with Shopper’s Video by Licensor. ARTICLE VI TERM AND TERMINATION 6.01 The term of the license granted under Article III, paragraph 3.01 hereof, shall be perpetual unless one of the following events shall occur: (a) at a meeting of stockholders of Site-based a t which a quorum is present, the affirmative vote of holders of a majority of the outstanding Site-based equi ty securities entitled to vote on matters generally, within which majority shall be contained a majority of such shares actually voted by Disinterested Stockholders (as defined in Article One of the Stockholders’ Agreement), fail t o approve (i) the Transaction Documents (as defined in Article I of the Stockholders’ Agreement) (ii) the e xecution, delivery and performance of each of the Transaction Documents and (iii) all of the transactions c ontemplated by the Transaction Documents (the “Shareholder Approval”), or (b) Licensee shall commit a Default and said Default shall go uncured for ten (10) days after the receipt of the Default Notice. 6.02 The following rights and obligations shall survive any termination of the License grant ed under Section 3.01 hereof to the degree necessary to permit their complete fulfillment or discharge, as the case may be: (a) Licensor’s right to receive or recover, and Licensee’s obligation to pay, royaltie s relating to the period prior to the time of any such termination; (b) Licensee’s right to recover, and Licensor’s obligation to pay, any indemnification payments hereunder; (c) Licensee’s obligation to maintain records; and (d) any cause of action or claim of Licensor or Licensee accrued or to accrue, beca use of any breach or default by the other party. ARTICLE VII The Parties hereto agree that this Agreement shall be, and shall be treated as, an executory contract conveying a right to intellectual property as those terms are used in Section 365 (n)(1) of t he Bankruptcy Code of 1978, as amended, so that in case of Licensor’s bankruptcy during the term of this Agreement, Licensee may elect to retain its rights hereunder as and to the extent described in said Section. ARTICLE VIII NOTICES; APPLICABLE LAW, HEADINGS 8.01 All notices, claims, certificates, requests, demands and other communications here under will be in writing (whether by letter, telecopy, telex, or other commercially reasonable m eans of written communication) and will be deemed to have been duly given upon receipt as received during normal business hours on a day which is a business day at the place of receipt as follows: (a) If to Site-based Media:Site-based Media, Inc. 369 Lexington Avenue New York, NY 10017 Attn: Eugene Detroyer With a copy to: Brandeis, Bernstein & Wasserman 950 Third Avenue New York, NY 10022 Attn: Hartlay T. Bernstein, Esq. (b) If to On Site Media, Inc. On Site Media, Inc. 369 Lexington Avenue New York,NY 10017 With a copy to: Proskauer, Rose, Goetz & Mendelsohn 1585 Broadway New York, NY 10036 Attn: Arnold J. Levine, Esq. or to such other address as the person to whom notice is to be given may have previously furnished to the other Parties hereto in writing. 8.02 This Agreement will be governed by, and construed and enforced in accordance with the la ws of the State of New York without regard to its conflict of law rules. 8.03 The heading of the Articles in this Agreement shall serve only for reference purposes and for convenience and are not binding or intended to limit or expand the breadth of the provisions thereunder. ARTICLE IX INTEGRATION; MODIFICATION 9.01 This instrument, the Subscription Agreement and the Stockholders’ Agreement contain the ent ire and only agreements between the Parties with regard to granting of the license and supersede all pre-existing agreements between them respecting the subject matter. Any representation, promise or condition in connection with such subject matter which is not incorporated in this Agreement, the Subscription Agre ement or the Stockholders’ Agreement shall not be binding upon either party. 9.02 No modification, renewal, extension, waiver and (except as provided in Article VII here of) no termination of this Agreement or any of its provisions shall be binding upon the party against whom enforcement of such modification, renewal, extension, waiver or termination is sought, unless m ade in writing and signed on behalf of such party by one of its executive officers. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the undersigned as of the day and year first written above. ON SITE MEDIA, INC., LICENSEE By:_______________________________ SITE-BASED MEDIA, INC., LICENSEE By:_______________________________Eugene Detroyer, President MERGERS AND ACQUISITIONS§12.804 January 199612-2254 Site-based Media, Inc. Schedule 3.03 Licensed Sites CHAIN STORE ADDRESS CITY ST. ZIP TEL. ADI ABCO 400 5120 S. RURAL ROAD TEMPE AZ 85282 (602) 222-1833 ADI Phoenix ABCO 410 5802 W. THOMAS RD PHOENIX AZ 85031 (602) 222-1980 ADI Phoenix ABCO 418 2315 E. BELL ROAD PHOENIX AZ 85022 (602) 222-1805 ADI Phoenix ABCO 422 5521 N. 7TH STREET PHOENIX AZ 85014 (602) 222-1820 ADI Phoenix ABCO 425 4101 N. 28TH STREET PHOENIX AZ 85016 (602) 222-1530 ADI Phoenix ABCO 429 5525 N. 19TH AVENUE PHOENIX AZ 85015 (602) 222-1574 ADI Phoenix ABCO 433 4410 W. UNION HILLS PHOENIX AZ 85308 (602) 222-1870 ADI Phoenix ABCO 436 822 S. ALMA SCHOOL MESA AZ 85201 (602) 222-1890 ADI Phoenix ABCO 439 3434 W. GREENWAY RD PHOENIX AZ 85023 (602) 222-1767 ADI Phoenix ABCO 690 4338 W. THOMAS RD PHOENIX AZ 85031 (602) 222-1900 ADI Phoenix ABCO 693 2093 W. GUADALUPE MESA AZ 85202 (602) 222-1940 ADI Phoenix ABCO 790 3415 W. GLENDALE PHOENIX AZ 85017 (602) 222-1916 ADI Phoenix BEACHLERS 515 3713 S. WESTERN OKLAHOMA CITY OK 73109 (405) 634-0442 ADI Oklaboma City FARMERS 2 34TH & QUAKER LUBBOCK TX 79410 (806) 797-3461 ADI Lubbock FURR’S 886 5815 WYOMING NE ALBUQUERQUE NM 87109 (505) 821-7893 ADI Albuquerque FURR’S 875 5850 EUBANK ALBUQUERQUE NM 87111 (505) 299-0848 ADI Albuquerque FURR’S 876 4016 LOUISIANNE BLVD ALBUQUERQUE NM 87108 (505) 884-1860 ADI Albuquerque FURR’S 877 2910 JUAN TABO NE ALBUQUERQUE NM 87112 (505) 293-3068 ADI Albuquerque FURR’S 878 2280-B WYOMING NE ALBUQUERQUE NM 87112 (505) 292-0360 ADI Albuquerque FURR’S 882 3301 COORS ROAD NE ALBUQUERQUE NM 87120 (505) 831-6197 ADI Albuquerque FURR’S 889 1700 ST. MICHAEL’S SANTA FE NM 87501 (505) 471-8673 ADI Albuquerque FURR’S 893 BIG ROCK SHOPPING ESPANOLA NM 87532 (505) 753-7333 ADI Albuquerque FURR’S 896 1100 PASEO DEL TAOS NM 87571 (505) 758-1250 ADI Albuquerque FURR’S 897 535 CENTRAL AVENUE LOS ALAMOS NM 87544 (505) 662-7210 ADI Albuquerque FURR’S 966 4340 W. ILLINOIS MIDLAND TX 79703 (915) 697-1615 ADI Odessa-Midland FURR’S 967 2206 BIG SPRINGS ROAD MIDLAND TX 79701 (915) 682-6316 ADI Odessa-Midland FURR’S 971 1613 W COUNTRY ROAD ODESSA TX 79761 (915) 332-1521 ADI Odessa-Midland FURR’S 973 3114 ANDREWS ODESSA TX 79760 (915) 362-0291 ADI Odessa-Midland FURR’S EMPORIUM 881 3301 SOUTHERN BLVD RIO RANCHO NM 87124 (505) 891-0695 ADI Albuquerque FURR’S EMPORIUM 884 111 COORS ROAD ALBUQUERQUE NM 87121 (505) 831-5545 ADI Albuquerque FURR’S EMPORIUM 891 2110 PACHECO SANTA FE NM 87501 (505) 473-5560 ADI Albuquerque FURR’S EMPORIUM 927 9348 DYER EL PASO TX 79904 (915) 751-3061 ADI El Paso FURR’S EMPORIUM 932 3100 LEE TRAVINO EL PASO TX 79936 (915) 594-4988 ADI El Paso FURR’S EMPORIUM 946 6910 N. MESA EL PASO NM 79932 (915) 584-9791 ADI El Paso HOMELAND 601 4111 PLAINS BLVD AMARILLO TX 79102 (806) 354-0235 ADI Amarillo HOMELAND 602 5800 BELL AMARILLO TX 79105 (806) 359-9390 ADI Amarillo HOMELAND 603 3505 NE 24TH STREET AMARILLO TX 79107 (806) 383-5601 ADI Amarillo LOWES 81 5201 82ND STREET LUBBOCK TX 79424 (806) 794-9728 ADI Lubbock LOWES 82 5801 WEST 19TH LUBBOCK TX 79407 (806) 793-0891 ADI Lubbock LOWES 83 50TH & BOSTON LUBBOCK TX 79413 (806) 792-6057 ADI Lubbock SNYDERS 685 4503 N.W. 23RD STREET OKLAHOMA CITY OK 73127 (405) 942-5543 ADI Oklahoma City 12-2255© 1996 Jefren Publishing Company, Inc. Schedule 4.01 Royalty Payments 1. The Royalty Payment in consideration of the issuance of this License shall be $7,000,000 (the “Payment Obligation”) payable as follows: (a) Simultaneous with the execution of this Agreement, a demand note from On Site Media for the principal amount of $125,000. (b) Commencing immediately following the receipt of Shareholder Approval, Licensee shall pay Licensor the sum of $50,000 per month for thirty-five (35) consecutive months concluding with the payment of the amount $5,125,000 in month thirty six (36). 2. If Licensee should successfully complete an offer and sale of equity securities of Lice nsee by Licensee, for cash, in one or more public or private transactions (each of which is referred to herein as a “Closing”), prior to the satisfaction in full of the Payment Obligation, the balance of the Payment Obligation outstanding at the time of the Closing shall be payable as follows: (a) the lesser of (i) $3,000,000, or (ii) 15% of the net proceeds of the Closing, minus the sum of all payments made in accordance with paragraph 1 above shall be paid simultaneous with the Closing. (b) the balance of the Payment Obligation in equal monthly installments commenc ing on the first day of the month immediately following the Closing and concluding thirty six (36) months after the date of Shareholder Approval. 3. In consideration for the Licensed Sites, Licensee shall pay Licensor, during the term of this agreement, but in no event longer than five (5) years, on a monthly basis, a proportionate share of 20% of all Media Revenue (as that term is defined in the Joint Agreement by and among On Sit e Media, Inc., Fleming Companies, Inc. and NBC Site Media, Inc. of even date herewith) attributable to adve rtisements broadcast or displayed in such Licensed Site. MERGERS AND ACQUISITIONS§12.804 January 199612-2256 Site-based Media, Inc. LICENSES, CONTRACTS, PROPRIETARY RIGHTS & TECHNOLOGY Site-based Media’s primary stake in the technology is in understanding practically how to install and operate video advertising systems in a supermarket. In addition, Site-based Media has title to a proprietary software package that is currently being used to control the optical disk player in the store. Finally, SBMI has exclusive rights, in its business arena, to a system controller designed by G. Harper that monitors and corrects the performance of the computer and video equipment in the store. Unlike many other technological systems, the Site-based Media video system was designed after the basic marketing concept was set and the application was clearly understood. This was not the case of a technology looking for an application, but rather an application looking for the proper technology. This is an important distinction, for it allowed the Shopper’s Video system to be designed based on the reality of the application as opposed to the blue sky dreams of an engineer. While it is hard to protect a concept such as this, the resultant experience and knowledge Site-based Media has gained is what gives it a competitive edge. Prior to the choice of technology, multiple visits were made to supermarkets and supermarket staff were interviewed and observed in their day to day operations. From the interviews and observation, a number of important design themes were established. These themes and ideas were field tested, further refined, and backed up by four years of real operating experience. Site-based Media, therefore, today has an unequaled understanding of what Works and does not work in the supermarket environment. This understanding has led to such things as detailed installation plans and procedures as well as custom built hardware. The software and hardware configuration was also refined based on experience and now incorporates features not originally specified or imagined but, because of reality, could now be called critical. The specific c ode that actually controls the video presentation in the store was designed by Greg Harper as a consultant to the company and written by 3 Lakes Design. Copyright and ownership of the code was transferred to the Advertising Graphics Network in 1990. A new version of the above software is currently being designed by Greg Harper and is being written by SYMTEC Inc. under an agreement with Site-based Media. When the code is finished and fully paid for, it will become the exclusive property of Site-based Media. The new code is a complete rewrite of most of the original code, but parts of the original code will still be incorporated into the new version. The software resides in the head end computer at each site. The software has as a main function the control of the co-located optical disk player and the overlay of text and graphics on the video from the optical disk. The computer is a standard MS DOS compatible machine and controls a standard optical disk player and remote controlled 12-2257© 1996 Jefren Publishing Company, Inc. character generator. What makes the SBMI code unique is that it was designed to efficiently and cost effectively control a site specific video advertising system. The code takes a series of commands, called a playlist, from a central site and continuously executes the commands until a new set of commands are received. Execution of the commands consists of playing a specific sequence of generic advertising spots and overlaying them with locally generated information specific to the site. The code keeps track of how the playlist was executed and reports back daily to the central site with a detailed log of what actually played at the site. The software in its lat est version will be able to detect potential video disk problems, and automatically compensate for them. One lesson learned in the field was the need to be able to remote control and diagnose the entire system. A system controller was developed by G. Harper and exclusively licensed to Site-based Media for in-store applications. The system controller monitors critical system parameters and in the case of a problem, can either automatically reset the system or, in the case of a more serious problem, invoke a default mode and call for assistance. When assistance is called for, the system controller allows remote diagnostics to be performed and, in some cases, the system can be put back on line remotely. If there is a hardware problem, the system controller can bypass the affected hardware and keep at least a minimal service operating until on site maintenance can be performed. While there are no patents on the Site-based Media system, it would take anyone trying to duplicate the system a considerable amount of time and expertise to discover the issues that are critical to effectively run video advertising in a supermarket. Because Site-based Media has actually Installed and operated systems, it has a substantial body of Information that will continually give it a major advantage in building and operating in-store systems. MERGERS AND ACQUISITIONS§12.804 January 199612-2258 EXTENSTON AGREEMENT The undersigned agree that in all documents to which two or more of them are parties, which documents provide that the “Transaction Approval” and the “Initial Offering” (as such terms are defined in the Stockholders’ Agreement dated as of February 3, 1993, among On site Media, Inc., Fleming Site Media, Inc., NBC Site Media, Inc., KDI Corporation and Site-Based Media, Inc.) be obtained on or before specified dates, such dates shall both be December 31, 1993. Dated: November 16, 1993 On Site Media, Inc. KDI Corporation By: /S/ Eugene Cafiero By: /S/ Roger Byer Fleming site Media, Inc. Site-Based Media, Inc. By: /S/ John Runyan By: /S/ Eugene Detroyer NBC Site Media, Inc. Fleming Companies By: /S/ Michael Wheeler By: /S/ John Runyan The MarketLink Group, Ltd. By: /S/ Carole Landau /S/ Nancy Shalek Nancy Shalek