exv10w3



 









Exhibit 10.3





















 


December 19, 2005




Jay Vir

NGTV

9944 Santa Monica Blvd.

Beverly Hills, CA 90212



Dear Jay,





This proposal will serve as an Agreement between Big Fish Marketing, Inc. (“BFM”) and NGTV (“NGTV”)
pursuant to which BFM shall consult with NGTV to develop and execute a marketing plan highlighted
by creative and strategic tactics that build awareness and excitement among consumers, distributors
and advertisers.




DELIVERABLES



Consultation

As a member of the NGTV team, BFM will extend the full scope of its services in support of all
marketing efforts that drive buy rates, distribution and sponsorship revenue to NGTV. BFM’s CEO,
Chief Creative Officer Robin Fisher Roffer and her staff will dedicate themselves to focus on your
business. Services will include:





	•	 	Problem Solving






	•	 	Strategic Thinking






	•	 	Copywriting






	•	 	Creative Art Direction






	•	 	Vendor Contracting and Liaison






	•	 	Meetings/Conference Calls




Marketing Plan

BFM will partner with NGTV to revise the existing marketing plan to create a comprehensive
strategy, which will direct all marketing efforts to support the affiliate, consumer and ad sales
strategy in 2006. The plan will include:





	•	 	Sales objectives
	 
	•	 	Key messages
	 
	•	 	Brand integration
	 
	•	 	Creative tactics and solutions






	 	Ø	 	Promotions
	 
	 	Ø	 	Consumer advertising
	 
	 	Ø	 	Trade advertising
	 
	 	Ø	 	Kits and collateral
	 
	 	Ø	 	Special events
	 
	 	Ø	 	Premiums
	 
	 	Ø	 	Public relations






	§	 	Year 2006 schedule and budget










 









 




Projects

As outlined in the marketing plan, BFM will oversee execution of promotional programs (sweepstakes,
contests, events, etc.), print design, online advertising, media buying, grassroots marketing,
viral initiatives, interactive games, website creation and printing of advertising campaigns and
collateral. All outside costs for these projects will be submitted in writing for approval,
including scope of responsibility and fees for any such services.



Style Guide and Graphics Package

A Style Guide will be created under Roffer’s direction that provides on-air and print usage
guidelines for logos, color palette, typefaces, etc. Roffer will hire an outside consultant to
direct NGTV’s creative services towards creating a graphics package that creatively frames all of
the network’s programming. Usage for the Graphics Package will be detailed in the Style Guide.



Public Relations

Roffer will write a detailed RFP defining specific objectives and deliverables, conduct a search
and contract with a world-class public relations firm.



Staffing

In addition, Roffer will help build an internal marketing team for NGTV consisting of five full
time employees and engage an outside firm that specializes in generating revenue from sponsorship
fees and product placement.



FEES



(a) NGTV agrees to pay BFM a monthly retainer of $30,000 for consultation services over a
twelve-month period in 2006. In addition, NGTV will pay BFM $15,000 for the month of December 2005.



(b) Performance Bonus. During the Term, BFM shall be paid 0.75% of Net subscription
revenues from US domestic cable and satellite operators, computed as PPV fees and license fees
received by NGTV from contracts with cable and satellite operators for NGTV programming, less
direct cost of sales, meaning any direct expenses paid to unrelated parties and other marginal
expenses incurred for said revenues computed in accordance with generally accepted accounting
principles. Indirect costs and overhead, including salaries, shall be excluded from this
definition of Net subscription revenues. The Performance Bonus would be computed and paid out
annually.



(c) Stock Option. BFM shall receive a stock option award under the Company’s 2000
Equity Incentive Plan to purchase 30,134 shares of common stock (700,000 shares on a pre-reverse
split basis) (the “Option”). The Option shall vest on a monthly basis over a two-year period,
starting from December 19, 2005, with any unvested options expiring upon termination of employment
for any reason. The Option shall be issued with an exercise price equal to fair market value as
determined by the Board of Directors, which is contemplated to be approximately $3.60 per share on
a post-reverse split basis, and shall have a 10-year-term.




 









 







Costs

NGTV will also be responsible for all reasonable out-of-pocket costs such as telephone, fax,
business class travel, business meals/entertainment, Federal Express and shipping. Travel outside
of Los Angeles in conjunction with consultation services will be business class and include
airfare, hotel, transportation and meals. Expenses in excess of $500 are subject to prior approval
of NGTV. All expenses must be supported by evidence reasonably satisfactory to NGTV (i.e.,
receipts, invoices, etc.).



Payment

All fees will be invoiced at the beginning of the month and payable upon receipt.



REPORTING STRUCTURE

Roffer will report directly to Jay Vir on all business, operations and financial matters, including
approvals of budgets, estimates and invoices. In regard to creative decisions, Roffer will seek
approval from Kourosh Taj.



TERM



The term of this Agreement shall commence on December 19, 2005 and shall terminate December 31,
2006. On or before this date, any extensions or addendums to the Agreement shall be made in
writing and agreed upon by both parties. Either party may terminate this Agreement for any reason
at any time upon written notice of termination to the other party.



CONFIDENTIALITY



In connection with the services provided hereunder, BFM may, from time to time, be exposed to and
will be furnished with certain information, material and data relating to NGTV controls, content,
design and marketing plans, which are confidential. BFM shall keep confidential and not reveal or
disclose to anyone, any of said information, material or data.



NON-SOLICITATION OF EMPLOYEES



Without the prior written consent of Jay Vir or Kourosh Taj, during the term of this Agreement and
for one year after the termination of this Agreement, BFM shall not, directly or indirectly, either
alone or with others, solicit any employee of or consultant to the Company to leave the Company or
work for anyone in competition with the Company.



OWNERSHIP OF INTELLECTUAL PROPERTY



All intellectual property created by BFM (or its staff) pursuant to or in connection with this
Agreement, or otherwise created for NGTV during the term of this Agreement, including but not
limited to the Projects, Style Guide and Graphics Package outlined


 









 






herein, and any brand names, trademarks, tag lines, slogans, advertisements, marketing plans and
ideas, commercials, articles, and any programming concepts or ideas, shall be the property of NGTV
and not of BFM.



INDEMNIFICATION



(a) Client Responsibility



NGTV acknowledges that BFM cannot independently verify factual material supplied to BFM by NGTV,
and therefore NGTV hereby agrees to indemnify and hold BFM harmless from and against any and all
claims, losses, damages, liabilities, actions, causes of action, expenses, (including reasonable
attorney’s fees) and any other legal liability which BFM incurs arising out of information or
material supplied by NGTV and contained in any reports, press releases or other material
distributed by BFM pursuant to this Agreement or otherwise at the direction of NGTV. (Provided that
BFM does not make any unauthorized changes or modifications to the information or material supplied
by NGTV.)



(b) Use of Information by Third Party



The parties agree that BFM has no control over information once it has been issued to the media or
any other third party. The parties further agree that BFM cannot assure the use of any material by
any medium, or the accuracy of what any third party broadcasts, publishes or promotes. No public
announcements or releases unless approved by NGTV in advance.



COMPLETE AGREEMENT



This Agreement sets forth the entire agreement between the parties concerning the services provided
hereunder, superseding all prior verbal or written communications accessions with respect to the
terms hereof, and may not be cancelled, altered, modified or changed in any way by either of the
parties without the prior expressed written consent of the other.



ASSIGNMENT



This Agreement shall be governed and constructed with the laws of the state of California without
giving effect to conflicts-of-law principals thereof. This Agreement may not be assigned to
another party, by operation of law or otherwise.


 









 






If the foregoing is in accordance with your understanding and is acceptable to NGTV, please
indicate by signing and returning one of the enclosed duplicate originals of this Agreement.




Sincerely,




/s/ Robin Fisher Roffer




Robin Fisher Roffer

CEO, Chief Creative Officer

Big Fish Marketing, Inc.



Please sign below to acknowledge your agreement to the terms and return one signed copy to Big Fish
Marketing. Thank you.




AGREED AND ACCEPTED:

NGTV




	 	 	 	 	 	 	 
	By:

	 	                    /s/ Jay Vir
	 	Date:
	 	12-22-2005
	 

	 	 
	 	 	 	 





Jay Vir

President