Unassociated Document


    Exhibit
      10.4

     

    INVESTMENT
      AGREEMENT

    


    THIS
      INVESTMENT AGREEMENT (the "Agreement") is made as of May l, 2007 by and between
      BUZZ KILL, INC., a New York corporation (the "Producer") and EASTERN RESOURCES,
      INC., a Delaware corporation ("Financier").

    


    WHEREAS,
      Financier desires to provide funding to the Producer in the amount of Eight
      Hundred Thousand Dollars ($800,000) for the production (principal photography
      only) and exploitation of a motion picture currently entitled "Buzz Kill" (the
      "Picture") based upon the literary work entitled "Buzz Kill" written by Steven
      Kampmann and Matt Smollon (the "Property");

    


    WHEREAS,
      the Producer and Financier desire to establish the terms and conditions as
      between themselves and as to their relationship with regard to the production
      and exploitation of the Picture; and

    


    NOW,
      THEREFORE, in consideration of the mutual promises herein contained and other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto hereby agree as follows:

    


    l.           Financier
      Contribution.
      Financier shall provide Producer with the amount of Eight Hundred Thousand
      Dollars ($800,000) or as otherwise agreed to in writing by the parties (the
      "Financing"). Payment shall be made in accordance with the Schedule of Cash
      Flow
      attached hereto as Exhibit "A" from Gottbetter Capital’s escrow account.
      Producer hereby acknowledges the receipt of Twenty Five Thousand Dollars
      ($25,000) of the Financing.

    


    2.           Budget.
      Producer warrants and represents that the current budget for the Picture is
      as
      set forth in the budget attached hereto as Exhibit "B" (the "Budget") and made
      a
      part hereof and that notwithstanding any other provision hereof or in any other
      agreement, the negative cost of the Picture, including all Picture related
      expenditures of any kind whatsoever, shall not exceed One Million One Hundred
      Thousand Dollars ($1,100,000) without the prior written consent of Financier.
      All monies received by the Producer shall be expended in accordance with the
      Budget subject only to reasonable variations necessitated by the exigencies
      of
      production and consistent with weekly progress reports that Producer shall
      provide to Financier.

    


    3.           Recoupment.
      Financier is hereby granted a "first priority" right of recoupment in an amount
      equal to the sum of the Financing; provided, however, if Producer provides
      any
      financing for Picture, Financier’s Financing shall be subordinate to such sums
      raised by Producer. All payments to Financier by Producer shall be defined,
      paid
      and accounted for in accordance with the Definition and Application of Proceeds
      a copy of which is attached hereto as Exhibit "C" and made a part hereof. For
      purposes of clarity, the distribution of any monies received from the
      exploitation of the Picture shall be as follows: (a) for any financing debt
      incurred by Producer and approved by Financier, not to exceed Three Hundred
      Thousand Dollars ($300,000) (Financier hereby acknowledges that its shareholders
      approve a One Hundred Thousand Dollars ($100,000) loan from Producer for the
      Picture) plus twenty percent (20%); (b) next any equity debt incurred by
      Financier to be returned via divided plus twenty percent (20%) (which Producer
      shall pay to Financier the amount of Eight Hundred Thousand Dollars ($800,000)
      plus twenty percent (20%) out of such monies received by Producer in order
      to
      satisfy the recoupment of Financier’s equity debt); (c) next any other third
      party subordinate debt; and (d) any Net Proceeds of the Picture to paid in
      accordance with Paragraph 4 and Exhibit "C".

    


    4.           Financier
      Net Proceeds Participation.
      In
      addition, Producer hereby grants to Financier a fifty percent (50%) of the
      Net
      Proceeds of the Picture, to be defined, paid and accounted for in accordance
      with Exhibit "C". Notwithstanding the foregoing, in the event the Financing
      does
      not equal the final, actualized budget for the Picture, Financier’s percentage
      shall be calculated as the amount equal to fifty percent of the fraction with
      a
      numerator equal to the amount of the Financing and a denominator equal to the
      amount of the final, actualized budget. For purposes of illustration only,
      if
      the Budget is One Million One Hundred Thousand Dollars ($1,100,000) and
      Financier’s contribution is Eight Hundred Thousand Dollars
      ($800,000)  times fifty percent (50%) then the final percentage is
      thirty six percent (36%).

    


    5.           Credit.
      Financier or its designee(s) shall receive:

    


    (a)
      a
      single, exclusive "in association with" company credit which shall substantially
      conform to the following:

    


    "In
      Association with Gottbeter Capital"

    


    Such
      credit shall appear in the main titles of all positive prints of the Picture,
      on
      a separate card immediately following the presentation credit given
      [Hanna/Hundley Designee] and shall appear in all paid advertising for the
      Picture where credit is given to [Hanna/HundleyDesignee], subject to customary
      exclusions.

    


    (b)
      exclusive Executive Producer credit which shall substantially conform to the
      following: "Executive Producer: Adam Gottbetter"

    


    Such
      credit shall appear on a single card, in the main titles of all positive prints
      of the Picture and shall appear in all paid advertising for the Picture where
      credit is given to the producers, subject to customary exclusions and shall
      be
      subject to dilution by additional third party financiers, if any, subject to
      the
      written consent of the Financier, such consent not to be unreasonably withheld.
      Such Executive Producer credit shall only be diluted with Financier’s prior
      written approval.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Except
      as
      provided herein, all aspects of the above credits to be accorded Financier
      shall
      be in the Producer’s sole discretion. The Producer shall contractually obligate
      all third parties to meet the foregoing credit requirements. No casual or
      inadvertent failure of the Producer to comply with the provisions of this
      Agreement regarding credit, and no failure of any third party to comply with
      such obligations, shall constitute a breach of this Agreement by the Producer.
      Upon receipt of written notice from the Financier of any failure by the Producer
      to comply with any applicable credit provisions, the Producer shall use
      reasonable efforts to cure prospectively or to cause a prospective cure of
      any
      such failure. In no event shall the Producer be liable or responsible for any
      acts or omissions with respect to credits by any independent exhibitor,
      non-subsidiary distributor or sub-distributor, newspaper, magazine, television
      station, record company or any other independent person, firm or entity,
      provided, however, that upon receipt of written notice from the Financier,
      the
      Producer shall use reasonable efforts to cause any of the foregoing to cure
      prospectively any such failure to comply.

    


    6.           Representations
      and Warranties.
      The
      Producer, its principals, officers, employees and agents warrant and represent
      that:

    


    (a)
      they
      have or shall validly acquire(d) all necessary underlying rights in any and
      all
      literary and/or intellectual property required for the production and
      exploitation of the Picture, including, without limitation, the exclusive motion
      picture rights to the Property;

    


    (b)
      they
      have no knowledge of any contingent liabilities which could restrict the sale
      or
      distribution of the Picture or any ancillary, allied or subsidiary rights of
      the
      Picture;

    


    (c)
      they
      are fully authorized to enter into and fully perform hereunder and that this
      Agreement does not and shall not violate any other agreement or the rights
      of
      any third party;

    


    (d)
      no
      third party has received nor shall receive more favorable terms for providing
      financing for the Picture than Financier without Financier’s prior written
      approval, such approval not to be unreasonably withheld; and

    


    (e)
      Producer indemnifies and holds Financier harmless against any and all claims,
      losses, awards, actions, judgments, costs or expenses (including without
      limitation, reasonable outside attorney’s fees and costs) related to any breach
      of its representations, warranties or agreements hereunder.

    


    7.           Insurance.
      Producer shall secure (or shall cause the distributor of the Picture to secure)
      general liability and errors and omissions insurance for the Picture and shall
      list Financier as additional insured parties under such insurance policies.
      Investor shall receive certificates of insurance so providing upon execution
      hereof (or promptly following issuance of the errors and omissions policy,
      if
      not currently in place).

    


    8.           Right
      of Inspection/Financial Statements.
      At all
      times from the inception of any transactions related to the Picture, the
      Producer represents that it will keep full and faithful copies of all such
      documents related to the Picture and books of account in which shall be entered
      fully and accurately each transaction of the Producer and the production of
      the
      Picture. Provided Financier provides the Producer with reasonable notice, all
      of
      said documents and books shall be open to the inspection and examination of
      Financier during normal business hours.

    


    9.           Entire
      Agreement; Modification.
      This
      instrument and the Development Financing Agreement dated as of February 21,
      2007, constitute the entire agreement between the Producer and Financier. It
      may
      not be modified except in a writing signed by both parties.

    


    10.           Assignment.
      Neither
      party may assign this Agreement or the rights and obligations contemplated
      hereunder without the other's written consent.

    


    11.           Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of New York.

    


    l2.           Counterparts.
      This
      Agreement may be executed simultaneously in two (2) or more counterparts, each
      of which shall be deemed an original but all of which together shall constitute
      one and the same instrument.

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
      duly authorized officers and their corporate seals to be hereunto affixed as
      of
      the day and  year first above written.

     

    
      	 	 	 
	 	EASTERN
              RESOURCES, INC.:
	 
 	 
 	 
 
	
            	By:  	/s/
              Thomas Hanna 
	
              Its:
                 

            	
              
President
	 	 


    

     

    
      	 	 	 
	 	BUZZ
              KILL,
              INC.:
	 
 	 
 	 
 
	
            	By:  	/s/
              Thomas Hanna 
	 	
              
An
              Authorized Signatory
	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      EXHIBIT
        "C"

       

      Definition
        and Application of Proceeds

      


      This
        Exhibit "C" is attached to and made part of that certain agreement, dated
        as of
May
        1,
        2007 by and between Buzz Kill, Inc. a New York corporation (therein and herein
        referred to as "Producer" or "Company") and Eastern Resources, Inc. (therein
        and
        herein referred
        to as "Financier" or "Participant").

      


      A.
        Gross
        Proceeds: As
        used
        herein, the term "Gross Proceeds" shall be defined as all
        gross
        monies actually received by Company from the licensing, distribution and
        other
exploitation
        of any and all rights of every kind, nature and description (whether now
        known
or
        yet to
        be devised) in and to the feature length motion picture currently entitled
        "Buzz
        Kill" (the
        "Picture") in any and all media throughout the universe.

      


      B.
        Deductions
        From Gross Proceeds:
        There
        shall be deducted from Gross Proceeds the
        aggregate of the following, which shall be deducted on a continuing basis
        and
        shall be deemed
        recouped by Company in the order listed:

      


      (1)
        Distribution
        Expenses: All
        costs
        and expenses incurred in connection with the distribution,
        exploitation and turning to account of the Picture of whatever kind or nature
        or
        which are customarily treated as distribution expenses in the motion picture
        industry, to the extent
        that the same are neither included in the cost of production of the Picture
        or
        paid by any distributor
        or licensee appointed by Company. If Company reasonably anticipates that
        such
distribution
        expenses will be incurred in the future, Company may, for a reasonable time,
        set
up
        appropriate reserves therefore. Such distribution expenses shall include,
        without limitation: (a)
        all
        costs in preparing and delivering the Picture for distribution; (b) any and
        all
        costs and expenses
        in connection with changing the title of the Picture, re-cutting, re-editing
        or
shortening
        or lengthening the Picture for release in any territory or for exhibition
        on
        television or
        other
        media or in order to conform to the requirements of censorship authorities;
        (c)
        all sums
        paid
        or accrued on account of sales, use, receipts, income, excise, remittance
        or
        other taxes
        (however denominated) to any governmental authority assessed upon the negatives,
        duplicate
        negatives, prints or sound records of the Picture or upon the use or
        distribution of the
        Picture or upon the revenues derived therefrom or any part thereof or upon
        the
        remittance of
        such
        revenues or any part thereof, (provided that no event shall Company's own
        United
        States Federal or State income taxes and franchise taxes based on Company's
        net
        income or income
        taxes payable to any country or territory by Company based on the net earnings
        of Company
        in such country or territory be deductible hereunder); (d) any and all sums
        paid
        or accrued
        on account of duties, customs, and imposts, costs of acquiring permits and
        any
        similar authority
        to secure the entrance, licensing, exhibition, performances use or televising
        of
        the Picture
        in any country or part thereof; (e) expenses of transmitting to the United
        States any funds
        accruing to Company from the Picture in foreign countries; (f) all costs
        and
        expenses, including
        reasonable attorneys' fees, loss, damage or liability suffered or incurred
        by
        Company in
        connection with; any action taken by Company (whether by litigation or
        otherwise) in copyrighting,
        protecting and enforcing the copyright of or other rights and sources of
        revenue
to
        be
        derived from, the Picture; (g) the collection of any and all sums due to
        Company
        from any
        distributor or licensee appointed by Company in connection with the Picture;
        (h)
preventing
        and/or recovering damages for unauthorized exhibition or distribution of
        the
Picture
        or any impairment of, incumbrance on or infringement upon the rights of Company
        in and
        to
        the Picture; (i) auditing of books and records of any distributor or licensee
        appointed by
        Company and other accounting costs associated with the distribution of the
        Picture; (j) all amounts
        paid or payable to or for the benefit of actors, writers, composers, directors
        or others, pursuant
        to applicable collective bargain agreements and/or any law or governmental
        regulation
        or decree now or hereafter in force by reason of and/or as a condition or
        consideration
        for any, exhibition, use, reuse, rerun, performance, sale, license and/or
        distribution
        of the Picture and/or copies of all or any part thereof on television,
        supplemental markets
        or otherwise (herein "Residuals"), together with all taxes, pension fund
        contributions' and
        other
        costs payable in respect of such Residuals and in respect of percentage
        participations in
        the
        Picture, provided that if any net proceeds Participant under this Agreement
        or a
        principal stockholder
        of any Participant or their respective heirs, executors, administrators,
        successors or
        assigns, are entitled either directly or by way of participation in any pension
        fund to any such
        Residuals, the amount pay-able on account thereof shall be treated as an
        advance
        against the
        participant's net proceeds participation hereunder; (k) the cost of all
        insurance (to the extent
        the same is not included in the cost of production of the Picture) covering
        or
        relating to
        the
        Picture including, but not limited to, errors and omissions
        insurance.

    

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (2)
        Production
        Deferments: Any
        amount not paid in connection with the cost of production
        of the Picture and payable after deduction of those expenses listed in, Section
        I above, to any party providing rights, materials, services or facilities
        in
        connection with the production
        of the Picture, as a fixed sum the payment of which, vests upon the expiration
        of a period of time and/or the attainment of a specified level of receipts
        of
        the Picture, whether or not such deferment is defined or computed in the
        same
        manner as set forth in this Exhibit "C".

       

      (3)
        Recoupment
        of Financing/Cost of Production and Premium:
        To
        Producer for any
        financing debt incurred by Producer and approved by Financier, not to exceed
        Three Hundred
        Thousand Dollars ($300,000) (Financier hereby pre-approves a One Hundred
        Thousand
        Dollars ($100,000) loan from Producer for the Picture) plus twenty percent
        (20%); (b)
        next
        any equity debt incurred by Financier to be returned via divided plus twenty
        percent (20%);
        (c) next any other third party subordinate debt for all costs of production
        and
        other related
        costs with respect to Picture ("Production Cost").

      


      (4)
        Other
        Deferments: Any
        amount not included in the cost of production of the Picture
        and payable after deduction of those expenses listed in Sections 1, 2 and
        3
        above, to any party providing rights, materials, services or facilities in
        connection with the production of the Picture, including Participant, as
        a fixed
        sum the payment of which vests upon the expiration,
        of a period of time and/or the attainment of a specified level of receipts
        of
        the Picture,
        whether or not such deferment is defined or computed in the same manner as
        set
        forth in
        this
        Exhibit "C."

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      (5) Net
        Proceeds: All
        sums
        remaining
        after deduction of the foregoing shall be defined
        as "Net Proceeds" and applied in the manner prescribed in the Agreement to
        which
        this Exhibit
        "C" is attached and payable on a pro rata, pari passu basis
        with all other participants.

      


      C.
        Accounting
        and Statements:

      


      (1)
        Company shall maintain complete and accurate books and records of account
        with
        respect to the distribution and exploitation of the Picture. Company shall
        render to Participant,
        on a quarterly basis for the first two (2) years after initial distribution
        of
        the Picture, and on a semi-annual basis for the next two (2) years, a written
        statement of monies due
        Participant hereunder, if any (the "Participation Statement") and such
        Participation Statement
        shall be accompanied by remittance to Participant of any amounts shown to
        be due
to
        Participant thereon. Thereafter, Participation Statements and payments shall
        be
        provided on
        an
        annual basis for as long as the Picture generates revenue. Any Participation
        Statement rendered by Company hereunder shall be deemed conclusively true
        and
        correct and binding upon
        Participant unless Participant-delivers to Company, in writing, specific
        objections setting forth
        specific transactions or items objected to and the basis-therefor, within
        a
        period of two (2) years from the date such Participation Statement was mailed
        to
        Participant.

      


      (2)
        Participant shall have the right to examine the books and records of
Company
        to the extent that they pertain to the Picture. Such examination shall be
        made
        during reasonable business hours and upon reasonable advance notice, at the
        regular place of business of
        Company where such books and records are maintained and shall be conducted
        by a
Certified
        Public Accountant appointed by Participant. Such examination shall be made
        not
more
        frequently than once in any twelve-month period and no more than once with
        respect to any
        accounting period or Participation Statement rendered hereunder.

      


      (3)
        No
        action suit or proceeding arising out of this Agreement or concerning any
        Participation-Statement
        shall be maintained against Company unless commenced within thirty (30)
        months after the date such Participation Statement is mailed to
        Participant.

       

      End
        of
        Exhibit "C"