Exhibit 10.1












	
       

      
      BOB HOLDEN

      Governor

       

      
      CHARLES R. JACKSON

      Director


	
      
	
      Exhibit
      10.1

       

      KEITH
      F. FULLER

      State
      Supervisor





 


STATE OF
MISSOURI

DEPARTMENT
OF PUBLIC SAFETY

DIVISION
OF ALCOHOL AND TOBACCO CONTROL

P.O. Box
837 Jefferson City 65102

301 West
High Street #860 Jefferson City, Missouri 65101

Telephone
573-751-2333

FAX
573-526-4540




December
30, 2004







Mr.
Charles E. Smarr

Brydon,
Swearengen & England, PC

312 East
Capital Avenue

Jefferson
City, Missouri 65101




Dear Mr.
Smarr:




This
letter is intended to be a Final Agreement for the Limelight Media Group
(hereinafter “LMG”) Project. It hopefully includes all the revisions agreed upon
in past discussions and communications. This new advertising medium may very
well change the traditional concept of product displays. 

 



		1. 	
      It
      is critical to the Division to maintain a level playing field with the
      alcohol industry. Therefore, there can be no exclusivity agreements among
      suppliers including such things as pricing arrangements that act as a
      restriction. In fact, no alcohol manufacture may have more than one-third
      (1/3) of the alcoholic beverage messages. Paragraph number 4 of your May
      12, 2004 letter is key to maintaining a level playing
      field.





	 	 	 




	 	2. 	
      The
      Division expects, as articulated by LMG, that the alcoholic beverage ads
      will constitute no more than 20% of the
total.





	 	 	 




	 	3. 	
      The
      impact of this form of advertising on the alcohol beverage industry and
      the public is important to the Division. The Division and your client will
      meet during the first week of July, 2005, to evaluate the pilot program.
      At that time, the Division will seek
to:










		a)	
      Compare
      licensee alcohol receipts for the previous period of six months compared
      to the preceeding six months;





	 	b)	
      Review
      the revenue generated by each brand;





	 	c)	
      Examine
      the suppliers used and amount paid for
advertising;





	 	d) 	
      Examine
      the amount retailers paid to LMG and any amounts paid to retailers
      (licensees) associated with LMG services;
and





	 	e)	
      Other
      conditions previously outlined during communications related to this pilot
      program.






 



















 

Mr.
Charles E. Smarr 

Dec 30,
2004

Page
2




 



		4.	
      It
      is important to stress that this pilot program can be terminated by the
      Division at any time, even prior to the July, 2005 meeting, if the
      Division believes it is in the best interest of the public. If any issues
      arise, the Division and LMG will work together in an attempt to remedy the
      situation. In the event the Division deems it necessary for the project to
      be terminated, the Division agrees to give thirty (30) days notice of
      discontinuance.





	 	 	 




	 	5. 	
      The
      Division will continue its review of concerns presented under Section
      311.070 and value restrictions therein. Your May 17, 2004 letter clearly
      expressed your interpretation of the “safe harbors” outlined in Section
      311.070.4. To avoid a violation the pilot program must be considered
      outside the scope of Section 311.070. Therefore, the pilot program amount
      restrictions presented under Section 311.070 are waived. For the pilot
      program the Division will allow a $250 per brand per store per month
      maximum.





 

 

 





	________/s/ David V. Lott_______	 	______/s/ Keith
Fuller___________
	David Lott, President, LMG	 	Keith Fuller, State Supervisor
		 	Missouri Division of Alcohol and

		 	Tobacco Control
		 	
		 	
	____1-3-05______________________	 	_______1-4-05____________________
	Date	 	Date