**Exhibit 10.27**

 

**Savvior Technology Solutions Sales Agreement**

 

This sales agreement is executed on October 11, 2004, by andbetween Savvior Technology Solutions, a Pennsylvania Corporation with itsprincipal place of business at 800 Vinial Street, Suite B208 Pittsburgh,Pa. 15212 (“Seller”) and Public Media Works, a Delaware Corporation with itsprincipal place of business at 14759 Oxnard Street, Van Nuys, CA  91411-3122 (“Buyer”).

 

**Sales Agreement**. TheBuyer agrees to buy, and the Seller agrees to sell, a non-transferable licensedversion of the Content Management, Knowledge Management, &eCommunications Management Systems to the Buyer: See attached EstimateProposal and 8 Sharp Project Outline.

 

**Price**. The Buyeragrees to pay the Seller the following service and/or licensing fees, accordingto the attached Fees Schedule for the initial deployment, installation,maintenance and one enterprise licensed version of the ContentManagement, Knowledge Management, & eCommunications Management Systems.

 

**Delivery**. The Sellerwill deliver the Content Management, Knowledge Management, &eCommunications Management Systems, as well as the outlined featureenhancements, to the Buyer via the web hosting solution provided by the Sellerover the course of the time period between November 1, 2004 and January 31,2005 according to the attached “Deliverable Schedule”. The Goods will be deemedreceived by the Buyer when delivered and all bugs or system errors will becorrected by Savvior at no additional cost and repaired during normal businesshours M-F, 9am-5pm EST.

 

**Risk of Loss**. Therisk of loss from any casualty to the Content Management, KnowledgeManagement, & eCommunications Management Systems, regardlessof the cause, will be the responsibility of the Seller until the ContentManagement, Knowledge Management, & eCommunications Management Systemshas been received by the Buyer.  Savvioris not liable for 3rd parties vendor activities.

 

**Warranties**. TheSeller Warrants that the Content Management, Knowledge Management, &eCommunications Management Systems is now free, and that at the timeof delivery will be free from any security interest or other lein orencumbrance and that it has full title to the Content Management,Knowledge Management, & eCommunications Management Systems andfull authority to internally sell additional seat licenses to the ContentManagement, Knowledge Management, & eCommunications Management Systems.Furthermore, the Seller warrants that at the time of signing this Agreement,the Seller neither knows, nor has reason to know, of the existence of anyoutstanding title or claim of title hostile to the rights of the Seller in the ContentManagement, Knowledge Management, & eCommunications Management Systems.

 

----

 

**ARBITRATION -** Shoulda dispute between the parties arise concerning the construction, meaning oreffect of this Agreement or any agreement or covenant entered into pursuant tothis Agreement or the termination of this Agreement or the termination of anysuch agreements or covenants (other than a matter dealt with in this Agreementor any agreement or covenant entered into pursuant thereto whereby suchagreement or covenant specifically states that a certain determination shall befinal and binding), or the rights or obligations of the parties hereto or theirheirs, executors, administrators, successors or assigns, then, said disputeshall be resolved by an independent mediator (the “Mediator”), chosen byagreement of the parties, or if the parties cannot agree, chosen by theAmerican Arbitration Association, with any costs or fees to be shared equallyby “SAVVIOR” and “the Client”.  Anydecision by the Mediator shall be final and binding upon the parties.

 

**Acceptance of Goods**.The Buyer will have the right to inspect the goods on arrival, and within 60business days after delivery, the Buyer must give notice to the seller of anyclaim for damages on account of condition, quality, or grade of the goods, andthe Buyer must specify the basis of the claim of the Buyer in detail. Thefailure of the Buyer to comply with these conditions will constituteirrevocable acceptance of the goods by the Buyer.

 

**CLIENT SUPPORT -**Provide technical support for the Products to Client by way of email responseand telephone, as SAVVIOR in its sole discretion deems necessary. SAVVIORreserves the right to refuse service to Client who abuses the support system.Such abuse may include, but not be limited to:

**(a)**           Excessiverequests for assistance where answers are provided within the documentationsupplied to the Client;

**(b)**           Requestsfor technical support not directly related to the Products;

**(c)****          **Verbalor written abuse of SAVVIOR Resellers or agents.

 

# **Indemnification**

a. SUBJECT TO THEPROVISIONS CONTAINED IN SECTION     BELOW. SAVVIOR SHALLINDEMNIFY, DEFEND AND HOLD HARMLESS PublicMediaWorks WITH RESPECT TO ALL CLAIMSOR ACTIONS. OR SETTLEMENTS RELATED TO ANY SUCH CLAIMS OR ACTIONS, AGAINSTPublicMediaWorks, Inc.  FOR LIBEL,SLANDER, PIRACY, PLAGIARISM, INVASION OF PRIVACY OR INFRINGEMENT OF COPYRIGHTRESULTING FROM MATERIAL PREPARED BY SAVVIOR IN CONNECTION WITH THE CONTENTMANAGEMENT, KNOWLEDGE MANAGEMENT, & eCOMMUNICATIONS MANAGEMENT SYSTEMSBUT ONLY TO THE EXTENT THAT PublicMediaWorks DID NOT CONSENT TO THE USE OF SUCHMATERIAL OR PARTICIPATE IN THE CREATION OF SUCH MATERIAL.

 

b. PublicMediaWorks SHALLINDEMNIFY, DEFEND AND HOLD HARMLESS SAVVIOR WITH RESPECT TO ANY CLAIMS ORACTIONS, OR SETTLEMENTS

 

----

 

RELATING TO ANY SUCHCLAIMS OR ACTIONS’ INSTITUTED BY THIRD PARTIES WHICH RESULT FROM OR INCONNECTION WITH: (i) ANY MATERIAL FURNISHED BY PublicMediaWorks TO SAVVIORTO BE USED IN CONNECTION WITH SAVVIOR’S PERFORMANCE OF ITS OBLlGATIONSHEREUNDER (ii) WHERE MATERIAL CREATED BY SAVVIOR HAS BEEN CHANGED BYPublicMediaWorks AND IS SUBSEQUENTLY USED, (iii) USE BY PublicMediaWorksOF ANY ADVERTISING OR PROMOTIONAL MATERIAL FOLLOWING THE TERMINATION OREXPIRATION OF THIS LETTER AGREEMENT, OR (iv) PERFORMANCE BY SAVVIORTECHNOLOGY SOLUTIONS OF ITS OBLIGATIONS HEREUNDER. ANY INFORMATION OR DATAOBTAINED BY SAVVIOR FROM PublicMediaWorks TO SUBSTANTIATE CLAIMS MADE INADVERTISEMENTS OR PROMOTIONS SHALL BE DEEMED TO BE “MATERIALS FURNISHED BYPublicMediaWorks FOR PURPOSES OF THIS SECTION.

 

c. PublicMediaWorks AGREESTO INDEMNIFY DEFEND AND HOLD HARMLESS SAVVIOR WITH RESPECT TO ANY DEATH ORPERSONAL INJURY, PROPERTY DAMAGE CLAIMS OR ACTIONS OR OTHER CLAIMS ARISING FROMOR IN CONNECTION WITH: (i) ANY USE OF PublicMediaWorks’s PRODUCTS ORSERVICES, (ii) ANY GIFTS, PRODUCT SAMPLES OR REWARDS DISTRIBUTED, OR (iii) THEPRESENCE OF, OR ACTS OR OMISSIONS OF, PublicMediaWorks’s REPRESENTATIVES,AGENTS, OR EMPLOYEES WITH RESPECT TO WORK PERFORMED BY SAVVIOR. IFPublicMediaWorks SECURES PRODUCT LIABILITY INSURANCE WITH RESPECT TO THE USE OFANY PRODUCTS ASSIGNED TO SAVVIOR, PublicMediaWorks WILL CAUSE SAVVIOR TO BENAMED AS A CO-INSURED AND SHALL MAINTAIN SUCH POLICY AT PublicMediaWorks’s SOLECOST AND EXPENSE.

 

**Notices**. Allnotices, demands or consents required or permitted under this Agreement will bein writing and will be delivered, sent by facsimile or mailed certified returnreceipt requested to the respective parties at the addresses set forth above orat such other address as such party will specify to the other party in writing.Any notice required or permitted to be given by the provisions of this Agreementwill be conclusively deemed to have been received on the day it is delivered tothat party by U.S. Mail with acknowledgment of receipt or by any commercialcourier providing equivalent acknowledgement of receipt.

 

The “Copyrighted Material” means all materials produced, authorized,originating from or otherwise created for the benefit of SAVVIOR, the Resellerand their sales representatives with respect to the Products, including,without limitation, all audio-visual materials, computer software, electronicfiles, graphic designs, web files of any nature, programming libraries othercomputer code, so produced, authorized, originated or created, all of which aredeemed to be the exclusive property of SAVVIOR;

 

----

 

“Products” means the digital media developments, enhancements, softwareand systems developed, resold under license, and provided under consulting,development or personnel agreements to our clients by our subcontracted oremployed personnel. These Products may include, but are not limited to: ContentManagement, Project Management, Knowledge Management, eCommunications, Documentmanagement, web development, e-commerce programming, documentation, research,consultation, merchant reporting services, database development, e-mail accessand promotions, credit card and other transaction processing systems, shoppingcarts, catalog sales systems and their installation and maintenance.

 

“Services” means the digital media developments, enhancements, softwareand systems developed, resold under license, and provided under consulting,development or personnel agreements to our clients by our subcontracted oremployed personnel. These services may include, but are not limited to: webdevelopment, web page design, graphic design, audio design, e-commerceprogramming, webmastering, copywriting, videography, media preparation,documentation, research, consultation, merchant reporting services, dataanalysis, database development, website hosting, file transfer, publicity andPR services, interactive media, email access and promotions, credit card andother transaction processing systems, shopping carts, catalog sales systems andtheir installation and maintenance.

 

**Governing Law**. Thisagreement, and all rights and obligations of the parties will be governed by theUniform Commercial Code as enacted by the State of Pennsylvania. Any disputeshereunder will be heard in the appropriate federal and state courts located inthe County of Allegheny in the State of Pennsylvania.

 

**Relationshipof Parties**.Nothing contained in this Agreement shall be deemed or construed by theparties, or by any third party, to create the relationship of partnership,joint venture or agent and principal between the parties hereto, it beingunderstood and agreed that the relationship between the parties hereto shall bethe relationship of independent parties contracting for services. NeitherSponsor nor Chancellor has, and neither shall hold itself out as having, anyauthority to enter into any contract or create any obligation or liability onbehalf of, in the name of, or binding upon the other.

 

**Force Majure.** If performance by a party of anyservice or obligation under this Agreement is prevented or delayed by reason offloods, lightning, severe weather, earthquakes, war or revolution which preventionor delay could not have been avoided by reasonable precautions, then the suchparty shall be excused from the performance to the extent of such prevention ordelay provided that the party shall make reasonable efforts to resumeperformance.

 

**Waiver**. The failure of either party atany time to require performance by the other party of any provision of thisAgreement shall not affect in any way the full right to require the performanceat any subsequent time. The waiver by either party of a breach of any provisionof this Agreement shall not be taken or held to be a waiver of the provision

 

----

 

itself. Any course ofperformance shall not be deemed to amend or limit any provision of thisAgreement.

 

## **Severability**Theinvalidity or unenforceability of any provision of this Agreement shall notaffect the validity or enforceability of any other provision. Any invalid orunenforceable provision shall be deemed severed from this Agreement to theextent of its invalidity or unenforceability, and this Agreement shall beconstrued and enforced as if the Agreement did not contain that particularprovision to the extent of its invalidity or unenforceability.

## ** **

**Entire Agreement**.The parties acknowledge that this Agreement expresses their entireunderstanding and agreement, and that there have been no warranties,representations, covenants or understandings made by either party to the otherexcept as expressly set forth in this section. The parties further acknowledgethat this Agreement supersedes, terminates and otherwise renders null and voidany and all prior or contemporaneous agreements or contracts, whether writtenor oral, entered into between the Buyer and the Seller with respect to thematters expressly set forth in this Agreement.

 

We have carefully reviewed this contract and agree and accept its termsand conditions. We are executing this Agreement as of the day and year firstwritten above.

 

 
| BUYER:              | SELLER: |
|---------------------|---------|
|                |    |
| /s/ Thomas A. Szabo |    | /s/ Keith P. Giuliani |   |
| Thomas A. Szabo     |    | Keith P. Giuliani |
| CEO                 |    | CEO, Savvior Technology Solutions |
|                     |         |  |  |  |

 

 

#### **FEESSchedule**

 

 

**Phase I**Tobe implemented in phased deliverables between November 1, 2004 and January 31, 2005

 

Seeattached Deliverable Schedule

 

----

 

# **Consulting**

•      ReviewSite Design/Layout

•      CMS,KMS, eCommunications, & other custom programming functionality

•      BestSolutions

 

# **Project Management**

** **

**Web Design / Creative Design**

•      BasicSite Design

•      10-12Templates created by 8 Sharp

•      Allsite copy will be inserted into CMS by 8 Sharp

•      Templatesconverted into Dreamweaver files by Savvior

•      Savviorinserts Dreamweaver files into CMS

 

# **Flash Design**

•      FlashDesign for Site Elements created by 8 Sharp

•      OtherPotential Flash Components

•      SomeFlash elements managed using CMS

# ** **

# **Content Management System [Savvior]**

•      WebSite Management Application

•      Installation

•      Implementation

•      Training(5 users at launch)(via WebX)(1 hour for all 5 users)

•      CustomProgramming:

•      Sharewith friend feature

•      Printthis page feature

•      CalendarFunctionality

•      Customvoting design with survey/form feature

** **

**eCommunications Module [Savvior]**

•      BroadcastE-Mail Application

•      Installation

•      Implementation

•      Training(5 users at launch)(via WebX)(1 hour for all five users)

 

----

 

# **Knowledge Management System [Savvior]**

•      DynamicFAQ

•      Installation

•      Implementation

•      Training(5 users at launch)(via WebX)(1 hour for all five users)

# ** **

# **Merchant Account and Setup &Commerce [Savvior]**

•      Costsdependent on the merchant and functionality desired of the site

•      Savviorto deploy cart and tie to Merchant Account

•      3rdparty shopping cart fees apply (estimate fees at max will not exceed $500 forthe cart itself)

# ** **

# **Dedicated Hosting [Savvior]**

•      Dedicatedhosting is recommended because of the possibility of secure transactions andhigh volume of users

•      SSLEnable (need 3rd party certificated)

•      Unlimitede-mail accounts

•      Co-LocatedFacility

•      UsePublic Media Works newly purchased servers for hosting & deploy inSavvior co-location facility

•      Savviorwill host on Savvior servers during the development phase, however monthly feesapply once co-located servers are activated

•      Serversmanaged 24/7/365

•      Backedup to remote hard drive

•      Installationof Flash Communications Server MS (license costs responsibility ofPublicMediaWorks)

•      AdditionalBandwidth Fees: WAITING!!!

•      Optionalfuture stats packages: WAITING!!!

# ** **

# **Additions Elements added in Phase 1:**

•      Points-basedsystem tracked by individual visitor

•      Advertisertracking system with granular reporting capabilities

•      MessageBoards & Chat Rooms

•      Updatea few Flash files using CMS

•      Javawindow for latest news & info

•      Sweepstakesw. auto email notifications

•      StoreCoupon Codes (electronic redemption via shopping cart)

•      InternetMarketing Campaign...client choose to have Savvior set up Metatags, but do notwant paid placement in search engines or participate in the Internet MarketingCampaign

 

----

 
| **Fee Description**                                                                            | ** ** | **Amount**                                                                                                                          | ** ** | **Time Period Payable**                                                                 | ** ** |
|------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------|------------|
| Dedicated Hosting and Co-location Fees                                                         |       | $1,000  monthly*

If bandwidth  exceeds X then additional direct to client charges may range from $X to $X.

$27,000 over  2 years. |       | 10/15/04 —  10/14/06                                                               |       |
|                                                                                           |       |                                                                                                                                |       |                                                                                    |       |
| License of Content Management System,  Knowledge Management System, and eCommunications System |       | $4,500  monthly

Total  $108,000 over the 2-year contract.                                                                          |       | 1/1/05 —  12/31/06                                                                 |       |
|                                                                                           |       |                                                                                                                                |       |                                                                                    |       |
| Ongoing Customization Retainer: 12  monthly/288 total hours of customization programming.      |       | $1,000  monthly ($83 hourly)

*Unused  monthly hours can be saved for larger projects/additions.*

$23,000 over  2 years.           |       | 2/1/05 —  12/31/06                                                                 |       |
|                                                                                           |       |                                                                                                                                |       |                                                                                    |       |
| Service Fees for Initial Custom Programming  and Set-Up                                        |       | $22,500 one  time                                                                                                                   |       | Quarterly  installments of $5,625 due on 1/1/05, 4/1/05, 7/1/05, 10/1/05                |       |
|                                                                                           |       |                                                                                                                                |       |                                                                                    |       |
| **TOTAL**

All costs over 27 months 10/15/04 –  12/31/06                                  |       | $180,500                                                                                                                            | * *   | Average monthly payment: $6,5000

* *

*Does not  include quarterly installments.* | * *   |

 

#### **DeliverablesSchedule**

 
| November 1, 2004 |   | •      Build  the web site structure within the CMS using 8 Sharp designs.

•      Push  “The Public Website”* live including new visitor registration.

•      Create  ability to collect user profiles.

•      Track  visitors actions based on standard web tracking statistics.

•      Have  the ability to manually, mass email visitors who signed up on the web site.

•      Import  emails from previous registrations on older versions of the web site.

•      Stream  Flash created by 8 Sharp. |
|-----------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

----

 
| November 15, 2004 |   | •      Push the  first Virtual Studio Production Stage*— Carpool Guy — live with content as  provided and/or entered by 8 Sharp.

•      Survey  (custom voting application) visitors w/ user profiles.

•      Set  up eCommerce for up to 25 products

•      (Initially,  manually process credit card orders).

•      Have  site structure for “Studio Buildings” complete and ready for content  population. |
|------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| December 1, 2004  |   | Have My Office Elements working.

Have fully functioning eCommunications systems running.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| December 15,2004  |   | Have the Knowledgebase system up and running.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| January 15,2005   |   | Have the back-end of the Content Management System fully programmed  and usable by non-technical people.

Have the Points system fully automated.

Have the PMW Store fully completed and editable by a non-technical  person with auto credit card processing.                                                                                                                                                                                                                                                                                                                              |
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| January 31, 2005  |   | Coupon redemption codes completed.

Sweepstakes completed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

As defined in the Functional Specifications, Version 1.0 developed by 8Sharp on Sept. 19, 2004

 

**EFFECT OF TERMINATION -**In the event of termination, all rights of the Savvior Applications remainproperty of Savvior, however the Client is permitted under this Agreement toone licensed version of each purchased application from SAVVIOR, with exceptiononly where noted herein. The Client will immediately notify Savvior in writingregarding the termination and agree to not resell the CopyrightedMaterials/Applications of SAVVIOR.  AllCopyrighted Materials will be returned to SAVVIOR if project ceases to existwithin 72 hours of termination.

 

If for any reason Public Media Works decides to leave SavviorTechnology Solutions, the total contract balance is due immediately upontermination.

 

----