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SHEA STADIUM ADVERTISING AGREEMENT

Advertising or Marketing Agreement

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ALPHATRADE COM | Sterling Mets, L.P. | Penny Perfect

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Title: SHEA STADIUM ADVERTISING AGREEMENT
Date: 1/16/2007
Industry: CMPSRV     Sector: TECHNO

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EX-10.1 Shea Stadium Advertising Agreement

THROUGHOUT THIS AGREEMENT, WHERE INFORMATION HAS BEEN REPLACED BY AN ASTERISK (*), THAT INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

 

                                                                                    January 12, 2007

 

 

Penny Perfect

AlphaTrade.com

1820-1111 West Georgia St.

Vancouver, BC

Canada V6E-M3

 

            Re:  Shea Stadium Advertising Agreement

 

Dear Ms. Perfect:

 

            I am writing to confirm the agreement reached between Sterling Mets, L.P. (“Sterling”), owner and operator of the New York Mets National League Baseball team (the “Mets”), and AlphaTrade.com (“AlphaTrade”), for sponsorship and advertising rights during the 2007 and 2008 baseball seasons.

 

Per the agreement, AlphaTrade will receive the following advertising and sponsorship rights during each of the 2007 and 2008 baseball seasons: 

 

1.  The right to advertise AlphaTrade’s online investment management services during Mets home games on two permanent 4’ by 38’ signs on the press level facade at Shea Stadium (the “Stadium”), one located in right field, and the other located in left field, next to the two auxiliary matrix LED scoreboards (the “Pitch Speed LED Scoreboards”) that indicate speed of pitch. AlphaTrade shall be responsible for the cost of fabrication of its signage.

 

2.  The right to display customized messages, provided by AlphaTrade, promoting AlphaTrade’s online investment management services, which will scroll on the Pitch Speed LED Scoreboards during inning breaks during Mets regular home games.

 

3.  One 15-second announcement on the Stadium public address system during each Mets home game, promoting either AlphaTrade’s online investment management services or AlphaTrade’s sponsorship of an in-stadium text messaging contest (“TMC”), which TMC shall be subject to the prior approval of Major League Baseball Advanced Media (“MLBAM”).  The TMC announcement shall be made on or before the bottom of the fifth (5th) inning.  AlphaTrade’s logo will be prominently displayed on the Stadium scoreboard during any such announcement.  TMC winners will receive either (i) two tickets to a 2007 or 2008 Mets home game, provided by Sterling, or (ii) a prize to be mutually agreed to by AlphaTrade and Sterling in advance of the TMC.  AlphaTrade will have the option to award an additional grand prize, to be mutually agreed to by the parties.  AlphaTrade will be announced as the provider of any such grand prize.

 

4.  Advertising inventory with a value of $50,000, based on the applicable rate card, each season during the Term, during Mets and/or other programming on SportsNet New York, with details to be mutually agreed to between the parties.

 

5.  Sponsorship by AlphaTrade of a mutually agreed upon sweepstakes or TMC (collectively referred to herein as the “Sweepstakes”) to be featured on the official New York Mets website (www.mets.com) (the “Website”), subject to the terms and conditions set forth in Exhibit A hereto. The Sweepstakes and AlphaTrade’s sponsorship thereof shall be promoted in rotating banner advertisements on the Website that will be posted by MLBAM for the duration of the Sweepstakes (approximately 6 to 8 weeks) (the “Sweepstakes Period”), and in one promotional email distributed by MLBAM during the Sweepstakes Period.  The Sweepstakes, banner advertisements and promotional email are subject to the prior approval of MLBAM.  The official rules of the Sweepstakes shall be provided by MLBAM or Sterling, subject to the reasonable approval of AlphaTrade.  The Sweepstakes prize(s) will be provided by Sterling and mutually agreed to between the parties.

 

6.  Four field level tickets to each Mets regular season home game at the Stadium (and the right to purchase the same seats for any Mets post season games at the Stadium) during the Term.  Such rights shall be limited to the Term hereof, and are not subject to renewal.

 

7.  Use of one 15-person Diamond View Suite, including food and beverages for 15 guests, on two mutually agreed upon Mets regular season home game dates. AlphaTrade shall be responsible for compliance with all usage rules issued by Sterling applicable to suite holders.

 

8.  The right to advertise AlphaTrade’s online investment management services in one full page, four-color, print advertisement in the annual New York Mets Yearbook.

 

9.  Opportunity to use the field at KeySpan Park to play a softball game on one mutually agreed upon date.  AlphaTrade shall secure releases of liability in favor of Sterling and Brooklyn Baseball Company, L.L.C., in a form acceptable to Sterling in its sole discretion, from each individual who will be permitted to enter the field at KeySpan Park for this event.  AlphaTrade will have the right to have up to forty (40) people to participate in the softball game and as many spectators in the seating bowl at KeySpan Park as BBC allows for similar events.

 

10.  Four tickets to each of five Mets Spring Training home games at Tradition Field, Florida.

 

11.  The right for AlphaTrade to use the designation “Official Sponsor of the New York Mets” to promote AlphaTrade’s online investment management services, subject to the conditions set forth below.

 

(a)  Such right is specifically limited to the Term and to the Mets Home Television Territory, as may be amended.  The current Home Television Territory is shown on Exhibit B (see attached).

 

(b)  Use of the Mets name is non-exclusive and shall be subject to any rules, regulations, agreements, or guidelines of the MLB Entities (as defined herein), as may be amended. 

 

(c)  All materials containing the Mets name must be submitted to Sterling for its prior written approval, in its reasonable discretion.

 

(d)  AlphaTrade shall indemnify, hold harmless and defend Sterling from and against any and all actions, claims, demands, liabilities, damages or expenses (including attorneys’ fees) arising out of its use of the Mets name.

 

(e)  Nothing herein shall be construed to convey to AlphaTrade any rights in Sterling’s trademarks, except as expressly granted herein.

 

12.  Within three days of the execution of the Agreement, a public announcement will be made by both parties as to the completion of a binding agreement that gives AlphaTrade official sponsor status with the Mets.  Further announcements will be made as agreed to by AlphaTrade and the Mets.  If any approvals are required for AlphaTrade from Sterling for the public announcements, such approval shall not be unreasonably delayed or withheld.  AlphaTrade will be able to create and utilize a boilerplate statement about its official sponsor status on its public new announcements, distributed only within the Mets Home Television Territory, in the form attached hereto as Exhibit C.

 

For the foregoing goods and services, AlphaTrade will pay $* in 2007 and $* in 2008 to Sterling.  (These are net figures and will not be reduced by any commissions or other amounts.)  The 2007 fee shall be due and payable, as follows: $* on April 1, 2007, $* on July 1, 2007, and $* on September 1, 2007. The 2008 fee shall be due and payable, as follows: $* on April 1, 2008, $* on July 1, 2008, and $* on September 1, 2008. 

 

            In the event of a default by AlphaTrade in making any payment due pursuant to this Agreement, which default shall not have been remedied within  five (5) working days after notice of default has been given in writing to AlphaTrade by Sterling, then, in addition to any other remedies which may under the circumstances be available to Sterling, which are expressly reserved, AlphaTrade shall be obligated to pay Sterling, on demand, interest on all unpaid sums at a rate equal to the lesser of twelve (12%) per annum, or the highest rate of interest allowed under New York law.

 

            Notwithstanding any other provision of this Agreement, this Agreement and any rights or exclusivities granted by Sterling hereunder shall in all respects be subordinate to each of the following, as may be amended from time to time (collectively, “MLB Documents”):  (i) any present or future agreements entered into by, or on behalf of, any of the Major League Baseball (“MLB”) entities or affiliates, or the member Clubs acting collectively (“MLB Entities”), including, without limitation, agreements entered into pursuant to the Major League Constitution, the American and National League Constitutions, the Professional  Baseball Agreement, the Major League Rules, the Interactive Media Rights Agreement, and each agency agreement and operating guidelines among the Major League Baseball Clubs and an MLB Entity, or (ii) the present and future mandates, rules, regulations, policies, bulletins or directives issued or adopted by the Commissioner or the MLB Entities.  The issuance, entering into, amendment, or implementation of any of the MLB Documents shall be at no cost or liability to any MLB entity or affiliate or to any individual or entity related thereto. The territory within which AlphaTrade is granted rights is limited to, and nothing herein shall be construed as conferring on AlphaTrade rights in areas outside of, the Home Television Territory of the Mets, as established and amended from time to time.  No rights, exclusivities or obligations involving the Internet or any interactive or on-line media (as defined by the MLB Entit

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