Joint Venture Agreement


April 6,
2004






International Sports and Media Group (ISME), a
Nevada Corporation 


and


Macias/Clark Media Group (MCMG) a
Nevada Corporation.




 





JOINT VENTURE
AGREEMENT
 




 

 

 

 

 

 


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1.
INTRODUCTION

This Joint Venture agreement is made and effective on
the 6th day of April 2004 between International Sports and Media Group ("ISME")
a Nevada chartered company and publicly traded on the OTC:BB under ticker symbol
ISME and is in the business of sports marketing and media related operations
worldwide, and Macias/Clark Media Group (MCMG), a privately held limited
liability company, which focuses on all facets of media broadcasting related to
HDTV with headquarters in both Las Vegas, Nevada and San Diego,
California

The purpose of this Joint Venture Agreement is to set forth
the terms and conditions under which both companies (MCMG/ISME) intend to
combine their services and efforts to charter and operate a new limited
liability company to be called "5ive Media Entertainment ", a premier
entertainment company with the focus on High Definition Media Entertainment
including but not limited to Television, Film, Internet, Print and Photography.
The terms and conditions contained herein shall serve as the basis for an
operating and membership agreement for the new limited liability
company.

2. TERMS/ CONDITIONS


The following describes both the
services and stipulations as it pertains to the joint-venture under the name
5ive Media Entertainment, LLC between ISME and MCMG. These terms shall be
binding upon the two parties who shall also be the two, initial members of the
limited liability company, and the tasks assigned and undertaken in this
Agreement shall be subject to a "best efforts" attempt to accomplish same with
intent to make the venture successful.
 


  (a) ISME shall undertake
  to seek out and secure investment capital for 5ive Media Entertainment , LLC.
  This will primarily include contact of the ISME shareholders and perspective
  investors offering this investment opportunity through a Private Placement
  Memorandum and other methods of attracting capital investors to the
  organization which shall be exempt from registration with the Securities and
  Exchange Commission, and which shall conform to the exemption guidelines set
  forth in the Securities and Exchange Act of 1933. 

(b) The target
  sought to be achieved by ISME for 5ive Media Entertainment, LLC is up to and
  no more than Three Hundred-Fifty ($350,000) over a sixty-day period from the
  date of signing date of this agreement (60) by which investment funds into
  ISME would be split 50/50 between ISME and MC Media Entertainment and place
  into the joint venture LLC. with the understanding that a overall budget of
  $2,000,000 needs to be procurred over a 24 month period for the JV. It is yet
  to be determined what percentage of the difference between $350,000 and
  2,000,000 which is 1.65M shall be divided and how it will be raised. This
  agreement includes providing up to but no more than Three Hundred Fifty
  Thousand ($350,000) within the first Sixty Days (60) of executing this
  joint-venture partnership. All efforts to raise these monies shall be on a
  best efforts basis only, as ISME cannot provide any guaranty or other
  assurances that all or a portion of the targeted amounts can be achieved.
  Under this agreement ISME and MC Media will be reimbursed from capital raised
  for any costs and expenses incurred in setting up and funding the new
  liability company. 


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  (c) In order to provide
  safeguards to properly allocate funds raised by investors, a checking account
  shall be established whereby any withdrawals will require the signatures of
  authorized signatures from both members of the limited liability company. All
  investor monies shall be deposited into this joint signatory account. All
  withdrawals from this account shall only be made for purposes of funding the
  operational account(s) of the new corporation. 

(d) Macias/ Clark Media
  Group agree to provide 5ive Media Entertainment with all the necessary
  resources for a successful venture included but not limited to current and
  future content (i.e. The Toy Show. Built, etc) operational expertise,
  knowledge of industry and monthly financial reporting to ISME which includes
  income, expenses and accountability for use of funds. The monthly report shall
  be provided to ISME within 15 days from the end of each calendar month. A
  financial report including profits and losses shall be provided to ISME within
  15 days from the end of each quarter, and an annual financial report shall be
  furnished to ISME within 30 days after the end of each fiscal year.

(e)
  Each of the two initial members in the limited liability company shall hold
  50% of the membership interests in the company. MCMG shall be designated as
  the managing member of the company.

(f) ISME will provide MCMG with
  500,000 (Gerald R. Macias, 250,000 and Idris D. Clark, 250,000) shares of Rule
  144 restricted common stock in ISME as part of its contribution to the joint
  venture. In addition to the restrictions upon sale imposed by Rule 144 of the
  Securities and Exchange Act of 1933, sale of this stock will be further
  restricted by this agreement and prohibited until such time as the stock has
  reached a fair market-value of $0.15 per share or higher, as determined by
  taking the average price of such shares for the three days immediately
  preceding the intended date of sale. MCMG also will have the right to purchase
  warrants from ISME under this agreement up to One Million shares at a strike
  price of $0.04 per share and a additional one million warrants at a strike
  price of $0.10 These warrants will expire one year to the date of signing of
  this agreement with the second set of .10 warrants having a 2 year window, and
  can only be exercised in writing before the one year and two year period
  expires. All shares issued pursuant to exercise of the warrants shall be
  subject to Rule 144 restrictions. Each warrant shall carry "piggy-back"
  rights, meaning that all shares issued pursuant to exercise of the warrants
  shall be included in any registration with the SEC to facilitate their
  marketability on the exchange.


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(g) Each of the two
  members shall be entitled to receive fifty percent (50%) of the net profits of
  the company after first deducting for all production costs associated to make
  the finished product; expenses including but not limited to travel, fuel,
  insurance, lighting, permits, wardrobe, cameras, SAG fees, Talent fees,
  Production Staff (i.e. Directors, Grips, Directors of Photography, Line
  Producers, Catering, etc.). Both parties will have reasonable access to all
  accounting recordings and revenues and expenses, as well as financial reports
  which are described above. All expenses for travel in excess of $2000.00 shall
  first be pre-approved by both members. Payment of any expenses in excess of
  $10,000 shall require the approval of both members.

(h) Each party to
  this agreement shall be responsible for their respective tax implications that
  may or may not be the result of this agreement not limited to Income Tax,
  Employment Tax, Capital Gains tax, Excise Tax, and Withholding Tax.
  

(i) The term of this agreement shall be for a period of two (2) years.
  All contracts signed during the period of this agreement and revenues accrued
  as a result of these contracts inside the year term will continue to be shared
  as agreed in point (e). However, all networks fully disclosed (i.e. Discovery,
  E!, F/X, Artisan, Lion's Gate, Wealth Channel, USA, Fox) shall be considered
  pre-contract signing relationships. The agreed revenue percentage splits will
  be agreed on during that time on a case by case basis for the purposes
  fairness and best-case business practices.




3. LIMITATIONS ON
DAMAGES AND INDEMNIFICATION In no event shall MCMG or its personnel be liable
for consequential, special, indirect, incidental, punitive or exemplary loss,
damage, or expense relating to this Agreement. MCMG shall indemnify and hold
harmless ISME, and its related entities and their respective personnel from all
claims, liabilities, and expenses relating to this Agreement and venture,
arising from a final judicial determination finding bad faith or intentional
misconduct on the part of MCMG.

ISME shall indemnify and hold harmless
MCMG, and its related entities and their respective personnel from all claims,
liabilities, and expenses relating to this venture, arising from a final
judicial determination involving bad faith or intentional misconduct on the part
of ISME.

The provisions of this Paragraph shall apply to the fullest
extent of the law, whether in contract, statute, tort (such as negligence), or
otherwise. 

No term or provision of this agreement shall be changed or
modified by any prior or subsequent statement, conduct or act of any party,
except that hereafter the parties may amend this agreement only by letter or
written instrument signed by all of the parties.

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The headings to the
clauses and any underlining in this agreement and in the schedules are for ease
of reference only and shall not form any part of this agreement for the purposes
of construction. The agreement sets out the entire agreement and understanding
between the parties in connection with 5ive Media Entertainment. 

4. LAWS


This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada, determined without regard to provisions of
conflicts of laws. Each of the parties hereto irrevocably consents to the
exclusive jurisdiction of the state and federal courts located in Clark County
in the State of Nevada in any and all actions between or among any of the
parties hereto, whether arising hereunder or otherwise. Venue for any action
arising hereunder shall lie exclusively in Clark County, Nevada. Each party here
to acknowledges and agrees that any pleadings, documents or service of process
in any legal action shall be deemed properly and lawfully served if delivered to
the applicable party in accordance with the notice provision set forth
herein.

5. WAIVER OF JURY TRIAL: 

MCMG AND ISME IRREVOCABLY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT (SUCH
AS NEGLIGENCE), OR OTHERWISE) RELATING TO THIS AGREEMENT AND
UNDERTAKING.

6. In the event that either party to this Agreement
shall bring an action to enforce any provision herein, the prevailing party
shall be entitled to reimbursement for all reasonable legal fees and costs
incurred in prosecuting or defending its claims.

The parties agree to
consider the use of alternative dispute resolution (mediation or arbitration)
methods to resolve any disputes that may arise between
them.



 

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IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date written
above.


For and on behalf of 
International Sports and Media Group


/s/ Yan Skwara
By Yan Skwara
A director duly authorised:


/s/ Lonn Paul
By Lonn Paul 
A director duly
authorised


For and on behalf of 
Macias/ Clark Media
Group

/s/ Shone Clark
By Shone Clark
A director duly
authorized

/s/ Jerry Macias
Jerry Macias
A director duly
authorized
 

 

 

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