Exhibit
10.49


	
  

  	
  PROPOSAL/MEMORANDUM
  OF UNDERSTANDING

  



 


March 26, 2007


IWT Tesoro Corp.


C/O H W Boucher


101 Post Road Rest


Suite 10


Westport, CT 06880


Re: Media Campaign for IWT
Tesoro Corp


Global Media Fund, Inc.
(GMF) is pleased to present this offer to produce and distribute a total of
Five Million Dollars ($5,000,000) worth of nationally syndicated newspaper
features, nationally syndicated radio features and other media on behalf of IWT
Tesoro Corp. (IWTT), using the industry standard advertising rates currently
utilized by GMF, over a Thirty-Six (36) month time frame. IWTT will have the option
to choose at its discretion the balance ($5,000,000) of print, radio and other
media features as outlined below. GMF has summarized some expected exposure
values in the paragraphs below assuming that IWTT chooses to utilize print
features only. These exposure values are not guaranteed numbers, but are based
upon current average results displayed over the selected time frame for
illustrative purposes. They do not factor in media campaign ramp up times, or
the fact that the print features will continue to run for up to eighteen months
after the last feature is distributed.


FORMS OF
MEDIA AVAILABLE


1. Newspaper Features


The newspaper features will
be specifically about your company and distributed to 10,000 daily and weekly
newspapers, news, and wire services. Our services will include: feature
consultation and development, writing and editing, printing, delivery,
clippings and readership reports including comparable advertising space value
reports. You will have final approval on all copy.


Your features will be
distributed on computer disks, by direct electronic feed and in a hard copy
cameraready format. GMF will deliver clipping reports beginning ten (10) weeks
after media pick up; these reports will continue to be sent on a monthly basis
for one (1) calendar year from delivery (date feature was distributed).


Newspaper
Distribution Guarantee. Although
placement is subject to individual editorial discretion, GMF offers the
following guarantee: each print feature must receive placements in at
least one hundred (100) newspapers (we currently average 648 placements per
feature). If the placements do not total 100 within a six (6) month period of
your sign-off on the feature, GMF will re-write and/or re-distribute that feature
at no cost to you until the guaranteed minimum of 100 is obtained.


Expected
Print Exposure Assuming
that IWTT chooses to utilize print features only and to run the print features
evenly over the one (1) year time frame, the print features would reach an
estimated audience of One Hundred and One Million Three Hundred Seventy Six
Thousand (101,376,000) readers per month for twenty-four (24) months.



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2.             Radio Features


The radio features will be nationally syndicated radio features
specifically about your company. Your scripts will be written by media and
radio professionals, read by radio professionals, produced on a CDROM and sent
to over 6,000 radio stations around the country. In addition to the CD, a
script of your public service message is distributed as well, so that
announcers can “localize” the material.


Radio Features consist of
two 30-second scripts under one heading written to your approval. You will have
final approval on all radio features. GMF will deliver radio exposure reports
on a monthly basis for the duration of the media campaign that details each
radio station that played the feature.


3.             Television Media


The television spots will
normally be 30 second, 60 second or television format standard time spots. Your
television ad will be produced by television media professionals and will be
distributed on television networks. Some examples of television networks are
ESPN, Fox Sports, Lifetime, NBC, etc. You will have final approval on all
television spots and media values will be applied from the rate card.


4.             Internet Media, Marketing
and Services


The internet media category
may include many forms of media. These forms include professional services to
build or enhance customers’ websites, services to optimize websites, search
engine optimization, email marketing and other services. We can also provide
custom designed Internet campaigns for each of our clients. The customer will
have final approval on all internet marketing services and media values will be
applied from industry standards.


5.             Marketing Services


GMF provides marketing
services including: creating marketing pieces, creating advertisements,
creating marketing promotions, events management, travel services and is
committed to continuously adding to our marketing portfolio. As we add more
marketing categories, our clients will have an opportunity to take advantage of
the new offerings. Customers will have final approval on all new marketing
activities and values will be applied from industry standards.


Other marketing services
such as printing, food and catering for events, sales or marketing goods and services
are not in the scope of this agreement and if provided will be billed on a
monthly basis. Any such services provided will be approved in advance by IWTT.
If these payments are made in unrestricted free trading shares then these
shares shall valued as outlined below in the “Unrestricted Stock Valuation (Market
Price)” section of the Unrestricted Stock Terms.


6.             Golf Events and Sponsorships


Golf events and sponsorships
are offered to GMF clients on an event by event basis based on inventory. These
golfing events are typically nationally televised and include things like
signage, localized media, purse, an events ceremony and a full range of
offerings around each event. GMF clients will have an opportunity to take
advantage of these offerings. Customers will have final approval on all new
events and values will be applied from industry standards.


7.             Other Media


GMF is committed to
continuously adding to our portfolio of media. As we add more media to our portfolio,
our clients will have an opportunity to take advantage of the new offerings.
Customers will have final approval on all new media.



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In Consideration of Media Campaign


The total all-inclusive cost
for this media campaign is Two Million Dollars ($2,000,000). Payment will be in
two forms, (i) One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) in
shares of restricted common stock of Company (the “Restricted Shares”) and (ii)
Two Hundred Fifty Thousand Dollars ($250,000) in cash or unrestricted common
stock of Company (the “Unrestricted Shares”). The number of Restricted Shares
to be issued as payment for the $1,750,000 shall be calculated using the “Restricted
Stock Valuation (Market Price)” defined below. If the cash/Unrestricted stock
payment is paid in Unrestricted stock than the number of Unrestricted Shares to
be issued as payment for the $250,000 shall be calculated using the “Unrestricted
Stock Valuation (Market Price)” defined below.


Restricted Stock Payment.


The restricted shares portion of this Memorandum of Understanding (“MOU”)
shall be paid as follows:


One Million Seven Hundred
Fifty Thousand Dollars ($1,750,000) worth in shares of restricted common stock
of IWTT (the “Restricted Shares”) to be paid upon execution of this document.
The number of shares to be issued as payment for this $1,750,000 shall be
calculated using the “Restricted Stock Valuation (Market Price)” defined below


Cash and/or Unrestricted Shares Payment


The cash and/or unrestricted
shares portion of this Memorandum of Understanding (“MOU”) shall be paid as
follows: (i) Two Hundred Fifty Thousand Dollars ($250,000) to be paid upon
execution of this document. If these payments are made in unrestricted free
trading shares then these shares shall valued as outlined below in the “Unrestricted
Stock Valuation (Market Price)” section of the Unrestricted Stock Terms.


The restricted stock shall
be governed by the “Restricted Stock Terms” as outlined herein. The unrestricted
stock shall be governed by the “Unrestricted Stock Terms” as outlined herein.
Fulfillment of this MOU by GMF is conditional on the receipt of all payments
owed in the specified time frame. Failure to pay as agreed may trigger a
default as per the included “Default Provisions”. All media will have a shelf
life of thirty-six months from the date of contract. Media unused during the
life of the Agreement will be expunged.


Restricted Stock Terms


The shares of Restricted Shares of Common Stock specified as payment
are to be issued within ten days from the date of the execution of this MOU.
All the Restricted Shares of Common Stock shall be issued as of the Effective
Date.


Restricted Stock Valuation
(Market Price)


For the purposes of this MOU, the Market Price of the restricted stock
shall be the fair market price as represented by One Hundred percent (100%) of
the closing price of IWTT’s Common Stock on the day of the signing of this
agreement, as reported by the principal national or regional stock exchange on
which the common stock is listed. The total number of restricted shares to be
issued to GMF for each payment due shall be calculated by dividing the amount
due by the Market Price.


Registration Provisions.


The Restricted Shares issued
to GMF under this MOU shall be subject to the following registration provisions:



IWTT grants to GMF piggyback registration rights with respect to all
Restricted Shares mentioned in this MOU. IWTT shall give prompt written notice
to GMF of any intended registration and will automatically include GMF’s
Restricted Shares in such registration unless notified to the contrary by GMF.
IWTT furthermore agrees to accept and represent to



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IWTT’s transfer agent as valid, an opinion letter from GMF’s counsel
regarding restricted stock status.


Unrestricted Stock Terms


The initial shares of Unrestricted Shares of Common Stock specified as
payment are to be issued within ten days from the execution of this MOU.


Unrestricted Stock Valuation
(Market Price)


For the purposes of this MOU, the Market Price of the unrestricted
stock shall be the fair market price calculated as One Hundred percent (100%)
of the closing price of IWTT’s Common Stock on the day of signing of this
Agreement, as reported daily by the principal national or regional stock
exchange on which the common stock is listed. The total number of unrestricted
shares to be issued to GMF for each payment due shall be calculated by dividing
the amount due by the Market Price.


Investment
Intent


GMF is acquiring all the
shares of IWTT’s Common Stock (“Shares”) for its own account for investment purposes
only and not with a view to or for distributing or reselling such Shares, or
any part thereof or interest therein. GMF, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
an investment in the Shares to be acquired by it hereunder, and has so
evaluated the merits and risks of such investment. GMF is able to bear the
economic risk of an investment in the Shares to be received by it hereunder
and, at the present time, is able to afford a complete loss of such investment.


Default
Provisions


Any default by IWTT in the
payment of any amount when due under this MOU, shall entitle GMF to place a
hold on all work specified in this MOU, at its sole option, to terminate this
MOU upon Thirty (30) days written notice and declare this MOU null and void. No
media advertising will be distributed unless all payments outlined in this MOU
have been received by GMF in the time frame specified. IWT shall not be in
default as a result of any delays or obligations that are directly or
indirectly the result of actions of GMF, or failure to act on the parts of GMF,
including without limitation, such GMF’s failure to obtain agreed upon media
services or to provide agreed upon services in a timely and professional
manner.


Any default by GMF in
providing services to IWTT, as contemplated by this MOU shall entitle IWTT to
receive back from GMF, such number of Shares (on a pro-rata basis between
Restricted Shares and Unrestricted Shares), that would equal the value of the
services not so provided by GMF to IWTT. IWTT has the right to cancel this MOU
with thirty (30) days written notice, In the event of such cancellation by IWTT,
IWTT shall not be responsible for any additional payments owed under this MOU.
In the event that GMF cancels this MOU for any reason, GMF shall remit to IWTT
such number of Shares (on a pro-rata basis between Restricted Shares and
Unrestricted Shares), that would equal the value of the services not so provided
by GMF to IWTT.


With respect to the default
provisions described in this section, GMF shall not be in default as a result
of any delays in services that are directly or indirectly the result of actions
of IWTT, or failure to act on the parts of IWTT, such as failure to approve
copy submitted by GMF for distribution in a reasonable yet timely manner
(generally defined as within two weeks of receipt but can be altered if both
parties agree), or failure to submit materials periodically (at least monthly)
to GMF to develop features.



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This Agreement will be
governed, construed and enforced in accordance with and governed by the laws of
the state of New York applicable to agreements made and to be performed in such
jurisdiction without reference to conflicts of law principles. The Parties
irrevocably consent that any legal action or proceeding against them under,
arising out of or in any manner relating to this Agreement or any other agreement,
document or instrument arising out of or executed in connection with this
Agreement may be brought only in a court with jurisdiction located in, or the
federal district court the district of which include Suffolk County in New York
and the Parties each irrevocably consent to that venue and to the personal
jurisdiction thereof.


The offer contained in this
MOU supersedes any previous offers submitted to IWTT and is valid for a period
of 14 days from the date in the footnote at the bottom of the page. Please
indicate your acceptance of this MOU by signing below, and then please fax the
original, followed by mailing of two executed copies, at your earliest
convenience to: Don L Rose, CEO/President, Global Media Fund, Inc., PO Box 78,
Mt. Sinai, NY 11766; Ph: 631/791-5126, Fax: 631/389-2367.


SIGNATURES


 


	
  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  IWT Tesoro Corp.

  	
   

  
	
   

  	
  Signature

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Agreed and Accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Global Media Fund, Inc.

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
						



 



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