Exhibit 10.1
CVI CLEARVISION, INC. PUBLIC RELATIONS
dba
BUSINESSNEWSWIRE.COM
1875 CENTURY PARK EAST, SUITE 1000, 10TH FLOOR, LOS ANGELES, CA
90067
T: 310-286-9400/F: 310-286-9410
This
Agreement
is
entered
into on the 20th day of June
2005 by and
between
CLEARVISION,
INC.,
("CVI") a California
corporation dba
BUSINESSNEWSWIRE.COM
with its offices at 1875 Century Park East,
Suite 1000, Los Angeles,
CA 90067;
and ENCLAVES GROUP, INC. (hereafter referred to as "CLIENT"), with
its principal
offices at: 2550 East Trinity Mills Road, Suite 122, Carrollton,
TX. 75006 USA
CLIENT Contact: Mark MacFarlane
CVI President: Joe Davis
CLIENT Title: COO
CVI Tel: (310) 286-9400
CLIENT Phone: 972-416-9304
Fax: (310) 286-9410
CLIENT Fax: 972-416-9441
BUSINESSNEWSWIRE
CLIENT email: mmacfarlane@enclavesgroup.com
Account Director: David Alvarado
Executive Producer: Jeffery Goddard
WHEREAS,
CVI provides strategic planning,
PR and marketing consulting services
to publicly traded companies;
Whereas, CLIENT wishes to receive a MEDIABLITZ!(R) campaign
package;
Definitions:
o
TV NEWS
SPOTLIGHT:
A 2-8
minute
segment
featured
on 1/2
hr.
TV
newsmagazines airing nationwide.
o
VNR:
a
broadcast-quality
90-second
narrated
Video
News
Release,
followed
by up to 13 minutes of B-Roll and Sound
Bites,
distributed
via Satellite and Beta Broadcast Masters for inclusion on national
and
local news programs and talk shows.
o
NEWSPAPER FEATURE: 1-3 column news article with photo and contact
info
distributed to over 10,000 newspapers (mainly major market dailies
and
weeklies), reaching over 20 million readers (est.).
o
RNR:
60
second
Radio
News
Release
professionally
recorded
and
distributed
in script form and on CD to 6,600 radio
stations for use
on regular news and talk shows.
Whereas CVI have offered their services to the CLIENT, and the
CLIENT has chosen
to hire CVI to perform these services;
For
mutual
consideration,
the
receipt
and
sufficiency
of which are hereby
acknowledged, the parties hereto agree to as follows:
1.
PRODUCTION GUARANTEES
CVI will provide the following productions for CLIENT: TV News
Spotlight,
Video
News Release (VNR), In-flight Video,
Corporate Video (UP TO 10-MIN),
Tradeshow
Loop
Presentation,
Internet
Streaming
Video,
Newspaper
Feature,
and
RNR.
Productions
include complete Scripting (two drafts and a polish per Feature) to
CLIENT's approval; up to four days of Shooting - including
locations approved by
CLIENT and on a state-of-the-art sound stage and news set in
Hollywood, CA; Emmy
winning news anchors; accredited on-camera news reporter;
Voice-over narration;
unlimited
Stock
Footage
from
in-house
library
(17 YEARS
WORTH OF ARCHIVED
PRODUCTION FOOTAGE);
Complete Post Production / Editing with Graphics,
Digital
Editing;
Production Insurance, CVI's local Location and Travel expenses and
Per
Diem, Director and Producer Fees; printing, postage and mailing,
news clippings,
and readership reports. Also includes all overhead and
administrative expenses.
Page 1
2. MEDIA PLACEMENT GUARANTEES
CVI represents, warrants and agrees that:
a) CLIENT's TV News
Spotlight
and/or VNR will air on national and local cable,
satellite and broadcast affiliates throughout the U.S. and Canada.
Programs will
air as regular (non-paid) programming and as sponsored (paid)
programming.
b) CVI guarantee 1,000 TOTAL AIRINGS
generated from a combination of cablecasts
and
broadcasts.
Counted
airings will take place
between 6:30 am and 10:30 pm
daily
- with
the
majority
expected
to be
aired
in Top 50
markets
during
primetime hours (5:30 pm-10:30 pm). Each city counts as one airing.
TVA and CVI
guarantee A MINIMUM of 300,000 broadcast
audience
impressions based on Nielsen
Rating Systems and 90,000,000 cable
households.
Cable audience is estimated at
4,860,000
viewers
based on 2% of cable
subscriber
base and 2.7
viewers
per
household.
c) CVI guarantees nationwide
distribution of the TV Spotlight and/or VNR on one
or more national
networks such as CNN,
MSNBC,
FOX News
Channel,
CNBC,
Dish
Network and AMC.
d)
CLIENT
is
guaranteed
sponsored
airings
on your
choice
of (one) of the
following clusters
nationwide or in cities you select,
typically airing during
peak and
primetime.
Clusters
include:
Adult
Cluster,
Male Cluster,
Female
Cluster,
Lifestyle Cluster, News Cluster,
Healthy Living Cluster,
Young Adult
Cluster, Sports Cluster, and Kids Cluster.
e) CLIENT is
guaranteed
at least twelve
interviews
on national
and/or local
market TV and Radio talk shows during the six month term of this
campaign.
f) Spotlight
is
guaranteed
to air daily on one or more major
Airlines for at
least one month as in-flight programming.
g)
CLIENT
is
guaranteed
to
receive
a
minimum
of
100
Newspaper
Feature
placements;
h) CLIENT is guaranteed 200 Radio News Release (RNR) placements.
i) CLIENT is guaranteed
monthly updates of CLIENT's
headlining events in major
financial
/
business
E-newsletter
sent to over
650,000
opt-in
subscribers
including:
250,000+
financial
services
professionals,
50,000+ key corporate
decision makers and 350,000+ investors.
CLIENT
will
receive
usage
reports
with
maps,
bar
charts,
pie charts and
circulation
data
plus
physical
clippings
from
newspapers
and
magazines---verifying
the
guaranteed
number
of
placements
and
audience
impressions.
TV,
Print and Radio
elements
are
subject
to
editing by media
outlets.
3.
PROMOTIONAL ELEMENTS
a)
CLIENT will receive ONE HUNDRED
(100) fully
packaged VHS or CD copies of
the Corporate Video or TV News Spotlight (CLIENT's choice) with the
option
to
purchase
more at
guaranteed
competitive
prices.
CLIENT is free to
choose five additional TV airings instead of the copies.
b)
CLIENT's complete Spotlight transcript,
company logo, capsule description
and links to CLIENT's
site will be featured as a TOP STORY during the six
month
term
of
this
campaign
on one or
more
of
TVA's
news
portals
including:
WWW.BUSINESSWORLDNEWS.COM
and
WWW.BUSINESSWORLDNEWS.TV
;
www.healthworldnews.tv ; WWW.ENTERTAINMENTWORLDNEWS.TV.
c)
CLIENT will
receive
Video
Streaming
of CLIENT's
Spotlight
from TVA's
servers for at least six months.
Page 2
4.
GRANT OF RIGHTS
a)
CVI hereby
grants to CLIENT the
complete,
unconditional
and
exclusive
worldwide ownership in perpetuity of the Production Work Material,
B Roll
Footage,
Corporate
Video,
Tradeshow
Loop
Presentation,
and
Internet
Streaming versions. CLIENT shall, accordingly, have the sole and
exclusive
right to copyright
any such
materials in its name, as the sole owner and
author
thereof (it being
understood
that for such purposes CVI shall be
CLIENT's "employees for hire" as such term is defined in the United
States
Copyright
Act).
However,
any
re-editing
/
re-purposing
of
footage
containing
TV news anchors and
reporters
for
commercial
broadcast use
(e.g.
infomercial usage) will require their written approval.
CVI grants
to CLIENT the rights to: a) approve Scripts prior to Shooting;
b) approve
final edited
corporate
version;
c) receive
additional
VHS, DVD, or CD
copies of all
materials at
guaranteed
rates.
CLIENT IS FREE TO USE ANY
VENDOR IF CVI CANNOT MATCH THEIR WRITTEN QUOTE.
b)
CLIENT grants to CVI all rights to edit,
distribute,
exhibit,
syndicate
and market
worldwide
(via cable,
network TV,
satellite,
cruise lines,
airlines,
video,
internet,
CD, DVD, etc.) in perpetuity all programming
created for broadcast purposes under this Agreement.
CVI and its partners
retain
complete
ownership
and editorial
content of its TV, Radio,
and
Internet shows, and websites.
5.
BILLING
This
Agreement
is to be carried
out on a fixed fee basis.
Of the total
production,
media and promotion elements
contained in this package,
CVI
shall be responsible for all costs
associated with this Agreement and the
actions
required
or
contemplated
on the part of CVI
hereby,
provided
however,
that Client agrees to pay CVI one payment totaling
$350,000.00.
1) Upon execution of this agreement CLIENT shall deposit
$350,000.00 worth
of ENCLAVES
GROUP,
INC. free trading
shares,
(shares to be transferred
once SB2 filing is completed),
in the name of
CLEARVISION
INC. at: 1875
Century
Park East,
Suite 1000,
Los Angeles,
CA 90067.
Federal Tax ID#
37-1441306.
THE AGREEMENT IS EFFECTIVE
