Unassociated Document


    LOCAL MARKETING
AGREEMENT

     

    THIS
AGREEMENT is made the 19th Day of
March 2010, by and between Debut Broadcasting Corporation, Inc. ("Owner") and
Delta Radio LLC ("Lessee").

     

    RECITALS

     

    
      	
               
      

            	
              A.

            	
              Owner
      is the Federal Communications Commission ("FCC") licensee of commercial
      radio stations WIQQ-FM, WBAQ-FM, and WNIX-AM ("Stations") located in
      Greenville and Leland, MS; and

            


    

     

    
      	
               
      

            	
              B.

            	
              Owner
      desires that Lessee undertake the full management and operation of
      Stations for and on the behalf of
Owner.

            


    

     

    NOW,
THEREFORE, the parties hereto, for good and valuable consideration, agree as
follows:

     

    1. MANAGEMENT

     

    Lessee
Hereby agrees to manage and operate the Station under the supervision and
control of Owner, as licensor. The management services provided herein shall
include all aspects of the full operation and management of Station, including,
but not limited to, the production and acquisition of programming,
administration of all Station activities and personnel, employment and training
of all personnel for the administration and operation of Station, financial and
accounting services, engineering services, development of financial support, and
compliance with all applicable laws and regulations.

     

    2. TERM OF
AGREEMENT

     

    This
Agreement shall commence on the 1st day of April
2010, and it shall continue in full force and effect until the 31st day of
March 2011. This agreement may be terminated earlier upon the execution of an
asset purchase agreement between Owner and Lessee.

     

    3. CANCELLATION

     

    This
Agreement may be cancelled upon one hundred eighty (180) days prior written
notice by either party to the other. Notwithstanding the above, both parties
agree that the Owner may cancel this Agreement immediately without prior written
notice if, in the sole judgment of the Owner, if the station is being operated
by Lessee in a manner contrary to the public interest, convenience and
necessity, FCC rules and regulations, the communications Act of 1934, as
amended, or in a manner which may cause of loss of the FCC license to the
Owner.  Further, the Owner may cancel this Agreement upon ten days
written notice upon default of Lessee at Owner’s sole discretion.

     

    4. COMPENSATION

     

    Lessee
shall pay Owner a monthly sum of $2,000 for each month of this
Agreement.  Compensation is due on the first day of each
month.  Lessee shall be in default if good and payable funds are not
received by the Owner within 30 days of the due date during any month of the LMA
period.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5. RECEIVABLES

     

    The
Lessee agrees to turn over, deliver and pass-through to Owner immediately upon
receipt, any and all collections, checks, cash, and other monies (hereinafter
collectively referred to as "receivables") received by the Lessee for services
and advertising rendered by the Stations prior to the inception date of this
Agreement.  Lessee shall pay to the Owner such overhead, fees and
costs in the amount and manner as agreed upon by the parties in
writing.  Such overhead fees shall include, but are not limited to,
station utilities paid by the Owner and the management salary paid to the
Station production manager by Owner.

     

    6. LICENSE
RENEWAL ACTIVITES

     

    The
Owner, as FCC licensee, has the ultimate responsibility with respect to all
activities in connection with FCC license renewals, application for power
increases and such other filings and reports as may be required by the FCC.
Lessee agrees to assist and advise the Owner in all such activities and to
prepare all necessary documents, filings and reports for the Owner in a timely
manner.

     

    7. RESPONSIBILITY
OF LICENSEE

     

    The Owner
and Lessee agree and acknowledge that the operation of the Station in compliance
with all laws, rules and regulations of the FCC is the ultimate responsibility
of Owner, as licensee. Nothing in this agreement shall be construed as limiting,
transferring, assigning or relieving Owner of such responsibility.

     

    8. STANDARDS
OF OPERATION

     

    Lessee
agrees that it will manage and operate the Stations in order that the Stations
continue to meet or exceed the standards for qualification for Federal
Communications License Renewal.  Lessee further agrees to manage and
operate the Station in such a manner in order to produce radio programming of
community value, and to remain compliant on all engineering, public file
requirements, and EEO regulations.

     

    9. INSURANCE

     

    Lessee
shall maintain in full force and effect during the term of this Agreement and
any extensions or renewals thereof the following types of insurance and in the
amounts set forth:

     

    (a)
Broadcast libel insurance - at least $1,000,000

     

    (b)
General liability - at least $1,000,000

     

    
      
         

      

      
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    (c)
Automobile Insurance – as required by law including both commercial collision
and comprehensive coverage.

     

    (d)
Workers Compensation - as required by law

     

    All such
policies of insurance shall name the Owner as an additional named insured, and
provide that coverage may not be reduced or terminated without at least thirty
(30) days prior written notice to the Owner.

     

    10. ACCOUNTING

     

    Lessee
shall keep full and adequate financial and accounting records of its activities
in connection with the Stations, and make such records available for inspection
by the Owner upon reasonable prior written notice.

     

    11. RELATIONSHIP

     

    Except as
otherwise specifically set forth in this Agreement, no partnership, joint
venture, employment, agency, or other relationship is created between the
parties. Lessee is not authorized to represent itself in any way as representing
the Owner, nor is Lessee authorized to enter any contract for or on behalf of
the Owner, except with the prior written consent of the Owner.  Owner
is not authorized to represent itself in any way as representing the Lessee, nor
is Owner authorized to enter any contract for or on behalf of the Lessee, except
with the prior written consent of the Lessee.

     

    12. REPORTS

     

    Lessee
shall submit to the Owner a monthly written report of activities of the
Stations. Not more frequently that once per year Lessee shall include in such
report Lessee’s most current audited financial statement.

     

    13. INDEMNIFICATION

     

    Lessee
shall indemnify the Owner and hold the Owner harmless from and against any and
all claims, liens, liability, damage or loss arising from Lessee’s management
and operation of the Stations or from any default in the performance of any
obligation on Lessee’s part to be performed under the terms of this
Agreement.

     

    14. NOTICES

     

    Any
written notice to any party required or permitted under this Agreement shall be
deemed to have been duly given on the date of service if served personally on
the party to whom notice is to be given, or on the second (2nd) day after
mailing if mailed to the party to whom notice is to be given, by first class
mail, postage prepaid, and addresses to the addressee at the address stated
opposite its name below, or at the most recent address, specifies by written
notice, given to the sender by the addressee under this provision.

     

    
      
         

      

      
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    If to
Owner: Debut Broadcasting Corporation, Inc.

     

    1025
16th
Avenue South, Suite 102

     

    Nashville,
TN 37212

     

    Attn:
Sariah Hopkins and Jim Wood

     

    If to
Lessee: Delta Radio LLC

     

    9408
Grand Gate Street

     

    Las
Vegas, NV 89143

     

    Attn:
Larry Fuss

     

    15. HEADINGS

     

    The
paragraph headings in no way define, limit, extend or interpret the scope of
this Agreement or of any particular paragraph hereof.

     

    16. SEVERABILTY

     

    In the
event that any provisions of this Agreement shall be held invalid, illegal, or
unenforceable, the same shall not affect in any respect whatsoever the validity
of any other provisions of this agreement

     

    17. BINDING
ON SUCCESSORS

     

    The
provisions of this Agreement shall, subject to the terms and conditions hereof,
be binding upon and inure to the benefit of the successors and assigns of each
party.

     

    18. COMPLETE
AGREEMENT

     

    This
Agreement contains the entire agreement of the parties and, except as
specifically referred to herein, all prior obligations, proposals and agreements
relating to the subject matter hereof have been merged herein. This Agreement
shall not be modified or amended except by agreement in writing duly executed by
all parties hereto.

     

    19. ATTORNEYS’
FEES

     

    Should
any litigation be commenced between the parties hereto or their representatives
concerning any provision of this Agreement or the rights and duties of any
person or entity in relation thereof, the party or parties prevailing in such
litigation shall be entitled, in addition to such other relief as may be
granted, to a reasonable sum as and for its attorneys’ fees and court costs in
such litigation which shall be determined by the court in such litigation or in
a separate action brought for that purpose.

     

    
      
         

      

      
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    20. NO
ASSIGNMENT

     

    This
Agreement and all of its rights and obligations may not be assigned by Lessee
without the prior written consent of the Owner, which consent may be withheld in
the Owner’s sole discretion. Such consent shall not be unreasonably
withheld.

     

    21. INCORPORATION
BY REFERENCE

     

    The
Federal Communications Act of 1934 is incorporated herein by reference and shall
be considered a part of this Agreement as if fully set forth.

     

    22. GOVERNING
LAW

     

    This
Agreement shall be construed in accordance with, and governed by, the laws of
the State of Tennessee.

     

    IN
WITNESS WHEREOF, the parties to this Agreement have duly executed this Agreement
as of the date set forth.

     

    Owner

     

    Debut
Broadcasting Corporation, Inc.

     

    Nashville,
TN

     

    By: /s/
Sariah Hopkins

     

    Its:
Chief Financial Officer

     

    By: /s/
Robert Marquitz

     

    Its:
Chief Operating Officer

     

    Lessee

     

    Delta
Radio LLC

    Las
Vegas, NV

     

    By: /S/
Larry Fuss

     

    Its:
Managing Member