Exhibit 10.1
PROPOSAL/MEMORANDUM OF UNDERSTANDING
July 27, 2005
Daniel G. Hayes
President and CEO
Enclaves Group Inc.
1 Odell Plaza
Yonkers, New York 10701
RE: MEDIA CAMPAIGN FOR ENCLAVES GROUP INC.
Global
Media
Fund,
LLC (GMF) is pleased to present
this offer to produce and
distribute a total of Three
Million
Dollars
($3,000,000)
worth of nationally
syndicated
newspaper
features and/or
nationally
syndicated radio features on
behalf
of
Enclaves
Group
Inc.
(Enclaves),
using
the
industry
standard
advertising
rates currently
utilized by GMF,
Enclaves will have the option to
choose at its discretion the balance of print and radio media
features.
GMF has
summarized some expected
exposure values in the paragraphs
below assuming that
Enclaves
chooses to utilize only print features.
These exposure values are not
guaranteed
numbers,
but are based upon current average results
displayed over
the selected time frame for illustrative
purposes.
They do not factor in media
campaign
ramp up times,
or the fact that the features
will continue to run or
play for up to two years after the last feature is distributed.
COMMENCEMENT OF CAMPAIGN
GMF will coordinate the media campaign with the Marketing
Director of Enclaves,
who will review and approve copy and
materials for
distribution.
GMF will not
commence the media campaign
hereunder
unless and until
Enclaves
produces the
initial marketing and press materials and delivers them to GMF for
distribution.
The Parties
understand
that
payment by the
Restricted
Shares
will
require
establishment
of an
appropriate
Market
Price
to
support
the
cost
of the
campaign,
which will not occur until the SB-2
registration is complete and the
Restricted
Shares are registrable.
Enclaves will notify GMF promptly after the
Restricted
Shares can be issued
after
determination
of the Market
Value (as
described below).
NEWSPAPER FEATURES
The newspaper
features will be
specifically
about Enclaves and distributed to
10,250 daily and weekly newspapers,
news, and wire services.
Our services will
include:
story
consultation
and development,
writing and editing,
printing,
delivery,
clippings and readership
reports
including
comparable
advertising
space value reports. Enclaves will have final approval on all copy.
Your features will be distributed on computer disks,
by direct
electronic feed
and in a hard
copy
cameraready
format.
GMF
will
deliver
clipping
reports
beginning
ten (10) weeks after media pick up; these reports will continue to
be
sent on a monthly basis for one (1) calendar
year from
delivery
(date feature
was distributed).
NEWSPAPER DISTRIBUTION GUARANTEE. Although public relations
placement is subject
to individual editorial
discretion,
GMF offers the following
guarantee:
each
print feature must receive
placements in at least one hundred (100)
newspapers
(we currently
average 648
placements
per feature).
If the
placements do not
total 100 within a six (6) month
period of your
sign-off on the
feature,
GMF
will
re-write
and/or
re-distribute
that
feature at no cost to you until the
guaranteed minimum of 100 is obtained.
EXPECTED
PRINT
EXPOSURE.
Assuming
that
Enclaves
chooses
to run all
print
features in a twelve (12) month time frame,
the print
features
would reach an
estimated
audience of Eighty Five
Million Five Hundred and Thirty Six Thousand
(85,536,000) readers per month for twelve (12) months.
GMF-Enclaves Group Inc.
Page 1 of 5
7/27/05
Media Agreement
RADIO FEATURES The radio features will be nationally
syndicated
radio features
specifically
about your
company.
Your
features
will be written by media and
radio professionals, read by radio professionals,
produced on a CD-ROM and sent
to over 6,000 radio stations around the country. In addition to the
CD, a script
of your public service
message is
distributed as well, so that
announcers can
"localize" the material.
Radio
Features
consist of two 30-second
scripts under one heading
written to
your approval. You will have final approval on all radio features.
Enclaves will
own all materials produced for it under this agreement, including
the CD-ROM and
scripts.
GMF will deliver
radio
exposure
reports on a monthly
basis for the
duration of the media
campaign
that details each radio station that played the
feature.
These
releases are
guaranteed
(see "Radio
Distribution
Guarantee"
below) to be played on at least Four Hundred (400) radio stations.
RADIO DISTRIBUTION GUARANTEE.
Although public relations placement is subject to
individual editorial discretion,
GMF offers the following guarantee: each radio
feature must receive
placements in at least Four Hundred (400) radio
stations.
If the
placements do not total Four Hundred (400) within a Six (6) month
period
of your sign-off on the feature,
GMF will re-write
and/or
re-distribute
that
feature at no cost to you until the guaranteed
minimum of Four Hundred (400) is
ob
