Delta Wetlands Purchase and Sale Agreement

LICENSE AGREEMENT

Exhibit I

AGREEMENT, made as of the day of , , is made and entered into by and between , a Delaware corporation, having its principal place of business at (“Site-based” or “Licensor”) and , a Delaware corporation, having its principal place of business at (“On Site Media” or “Licensee”).

WITNESETH:

WHEREAS, On Site Media has been formed for the purpose of developing an out-of-home advertising network;

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 I

GENERAL

1.01 Licensor and Licensee are hereafter occasionally referred to as “Parties” (in singular or plural usage, as indicated by the context).

1.02 The terms of this Agreement (other than names of Parties and article headings) which 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 media 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 Technology, Know-How and/or Products, which Licensor solely and not in conjunction with the Licensee may acquire, 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 rights 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 relating 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, instruments, writings, recordations, manifestations or embodiments of any of the foregoing (including all manuals, reports, plans, specifications, drawings, descriptions, formulations, tabulations, compilations, technical information, charts, memoranda, notes, idea books, data tables, plots, computer and other programs, databases formulae, algorithms, operating systems, and development and manufacturing procedures); all patent, copyright, trade secret and other proprietary rights An any of the foregoing, including all letters patent and applications 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 Licensee’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 accordance with Section 6.01, Licensor hereby grants to Licensee a perpetual, worldwide, irrevocable license, in accordance with the terms hereof, to make, have made, use, have used, lease, sell, otherwise transfer, 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 the Approved Venues. Licensor shall not be prohibited from transferring or licensing to any third party during the term hereof 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 to 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 listed 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 hereby to the Intellectual Property and for the rights granted to Licensee in Section 3.03 with respect to the Licensed Sites in the amounts and on the dates as set forth on Schedule 4.01 annexed hereto, subject to Licensee’s right of set off if and to the extent of any damages, losses and expenses incurred by Licensee as a result 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 Notice”). 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 invalid 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 other 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 rights and/or access to same included in the Intellectual Property, and such Schedules shall be promptly 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 Licensor or threatened or pending claims or litigation relating to the Intellectual Property; and

(h) The Intellectual Property comprises and shall comprise all intellectual property (including without limitation all items of the types included in Technology, Products, Know-How and Improvements) 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 at which a quorum is present, the affirmative vote of holders of a majority of the outstanding Site-based equity 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 to approve (i) the Transaction Documents (as defined in Article I of the Stockholders’ Agreement) (ii) the execution, delivery and performance of each of the Transaction Documents and (iii) all of the transactions contemplated 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 granted 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, royalties 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, because 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 the 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 hereunder will be in writing (whether by letter, telecopy, telex, or other commercially reasonable means 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 laws 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 entire 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 Agreement 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 hereof) 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 made 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.

Schedule 3.03 Licensed Sites

Reference list of licensed sites from the PDF schedule, including chain/store, address, city, state, ZIP, tel., and ADI.

Schedule 4.01 Royalty Payments

The PDF schedule states a $7,000,000 payment obligation, including a $125,000 demand note, monthly payments of $50,000 for thirty-five months, and a final month thirty-six payment of $5,125,000, plus 20% of media revenue attributable to licensed sites.

EXTENSION 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” be obtained on or before specified dates, such dates shall both be December 31, 1993.

Dated:

Additional acknowledgments: