Sma Real Time Inc Sample Contracts

Sma Real Time Inc – PROMISSORY NOTE (October 7th, 1999)

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR STATE SECURITIES LAW. SMA REALTIME, INC. PROMISSORY NOTE The Transferability of this Note is Restricted as Provided in Section 3 N-01

Sma Real Time Inc – MEMORANDUM OF AGREEMENT (September 13th, 1999)

MEMORANDUM OF AGREEMENT Date: July 7, 1999 Parties: SMA Video, Inc., a New York corporation 100 Avenue of the Americas New York, New York 100 13 ("SMA") Post Force Inc., a California corporation 24307 Magic Mountain Parkway, Suite 284 Valencia, California 91355 ("Post Force") Patrick Griffith 24307 Magic Mountain Parkway, Suite 284 Valencia, California 91355 ("Patrick") Agreement: 1. SMA has retained Post Force to design, construct, equip and implement the operation of an audio post-production facility at SMA's offices (the "Project"). Post Force has agreed to assign Patrick to the Project on a full time basis. 2. Post Force shall perform the following services: o Complex Research and Design; o Project Supervision; o Architectural Supervision and Implementation; o Engineering Supervis

Sma Real Time Inc – STANDARD CONTRACTOR AGREEMENT (September 13th, 1999)

EXHIBIT 10.10 STANDARD CONTRACTOR AGREEMENT Date: April 15, 1999 -------------------- Agreement between +--- ---+ | | CHILDREN'S TELEVISION WORKSHOP One Lincoln Plaza hereinafter called "CTW", "we", "our" New York, New York 10023 or "us" | | +--- ---+ and +--- ---+ | | SMA VIDEO, INC. 100 Avenue of the Americas - 10th Floor hereinafter called "Contractor". New York, NY 10013 Attn: Dave Satin | | +--- ---+ This Agreement is made between Children's Television Works

Sma Real Time Inc – JOINT VENTURE AGREEMENT (September 13th, 1999)

JOINT VENTURE AGREEMENT THIS AGREEMENT made this 5th day of November, 1998, by and between Flicker FX Corp. ("Flicker"), a New York corporation having an office at 7855 Boulevard East #22D, North Bergen, New Jersey 07047 and S.M.A. Real Time Inc. ("SMA"), a New York corporation, having an office at 100 Avenue of the Americas, New York, New York 10012. Whereas, Flicker is engaged in production and post-production of digital graphic design and effects; and Whereas, SMA is engaged in videotape and film editing, production and post production; and Whereas, the parties hereto desire to join together in a joint venture entity (the "JV") dedicated to the production of television, film and multimedia graphics projects, bringing together the artistic capabilities of Flicker with the technical abilities of SMA; Now, therefore, in consideration of the mutual promises and covenants set forth herein, Flicker and SMA mutually agree as fol

Sma Real Time Inc – PRODUCTION FACILITIES AGREEMENT (September 13th, 1999)

EXHIBIT 10.11 ESPN INC. PRODUCTION FACILITIES AGREEMENT THIS AGREEMENT, dated as of October 15, 1998, is between SMA Realtime, Inc. a New York corporation, with offices at 100 Avenue of the Americas, New York, New York, 10013 ("SMA"), and ESPN, Inc., a Delaware corporation, with offices at ESPN Plaza, Bristol, Connecticut 06010-7454 ("ESPN"). SMA hereby agrees to provide to ESPN the services and facilities described below in accordance with the BASIC PROVISIONS set forth below and the attached GENERAL TERMS AND CONDITIONS. BASIC PROVISIONS I. THE SHOOT (a) SMA will provide the facilities, equipment and manpower specified in Section II (collectively, the "Services".) in connection with the production of television programs (or portions thereof) forming a part of ESPN's SportsCentury Project (the "Programs"). (b) Dates, Times, an

Sma Real Time Inc – AGREEMENT OF EMPLOYMENT (July 9th, 1999)

EXHIBIT 10.4 S.M.A. REAL TIME AGREEMENT OF EMPLOYMENT THIS AGREEMENT is entered into this 1st day of April, 1999, by and between S.M.A. REALTIME ("Company"), a New York corporation, with offices at 100 Avenue of the Americas, New York, New York, and DAVID SATIN ("Employee"), whose address is 401 East 34th Street, New York, New York, 10016. RECITALS I. Company desires to employ Employee as its Executive Vice President, and Employee is willing to accept such employment by Company, on the terms and subject to the conditions set forth in this Agreement. II. Employee and Company recognize and acknowledge the importance to Company of protecting Company's rights with respect to its confidential and proprietary information and know-how as well as its business relationships and goodwill.

Sma Real Time Inc – Lease (July 9th, 1999)

EXHIBIT 10.8 Lease dated as of December 27, 1993 between The Rector, Church-Wardens, and Vestrymen of Trinity Church in the City of New York, Landlord and SMA Video Inc., Tenant -------------------------- 100 Avenue of the Americas -------------------------- TABLE OF CONTENTS FIRST: Use .................................... 2 SECOND: Rent ................................... 2 THIRD: Repairs ................................ 2 FOURTH: Alterations and Fixtures ............... 3 FIFTH: Compliance with Go

Sma Real Time Inc – EMPLOYMENT AGREEMENT (July 9th, 1999)

EXHIBIT 10.6 EMPLOYMENT AGREEMENT AGREEMENT, made the 12th day of May, 1999, by and between S.M.A. Video, Inc., a New York corporation having an office at 100 Avenue of the Americas, New York, New York ("SMA") and Larry Trosko, residing at 76 Wisseman Road, Lagrangeville, New York ("Trosko"). WITNESSETH: WHEREAS, SMA is engaged in the business of film and videotape editing for commercial use (the "business"); and WHEREAS, Trosko has extensive experience providing film-to-tape and tape-to-tape color correction services; and WHEREAS, SMA wishes to employ the services of Trosko and Trosko wishes to provide such services for SMA upon the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of Ten ($10.00) Dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowl

Sma Real Time Inc – MONTHLY PAYMENT BUSINESS LOAN AGREEMENT BUSINESS & (July 9th, 1999)

MONTHLY PAYMENT BUSINESS LOAN AGREEMENT BUSINESS & PROFESSIONAL Name and Address of Borrower SMA VIDEO, INC. 100 AVENUE OF THE AMERICAS NEW YORK CITY, NY 10013 In this Agreement, the words, You, Your and Yours mean the undersigned Borrower(s), jointly and severally if more than one. The words We, Us and Our mean Citibank, N.A. Promise To Pay: For value received, you promise to pay us the principal sum of $250,000.00, together with interest at the rate of 9.75% per annum until paid in full, in 36 equal, consecutive monthly payments of principal and interest of $8,037.48 ------------ each, plus any additional charges provided for in this agreement, beginning. Until all amounts owed us under this agreement are paid in full, you agree to maintain a Citibank business checking account (#1863756), from which all payments required to be made by this agreement will be deducted. Late Charges: If you do not pay your

Sma Real Time Inc – LEASE OF PERSONAL PROPERTY Number: 2380 (July 9th, 1999)

LEASE OF PERSONAL PROPERTY Number: 2380 -------------------------------------------------------------------------------- LESSEE LESSOR SMA Video, Inc CHARTER FINANCIAL, INC 100 Avenue of the Americas 153 EAST 53rd STREET New York, NY 10013 NEW YORK, N.Y. 10022 -------------------------------------------------------------------------------- QUANTITY DESCRIPTION OF LEASED EQUIPMENT (Show, Make, Kind, Model No., Serial No., Other Identification) - (If additional space needed attach separate sheet for each copy, marked "Schedule to Lease from (Lessors Name) to (Lessee's Name)") -------------------------------------------------------------------------------- Various equipment as more fully described on the

Sma Real Time Inc – BUSINESS READY CREDIT(SERVICE MARK) AGREEMENT BUSINESS & (July 9th, 1999)

BUSINESS READY CREDIT(SERVICE MARK) AGREEMENT BUSINESS & PROFESSIONAL Maximum Credit $250000 Name and Address of Borrower SMA VIDEO, INC. 100 AVENUE OF THE AMERICAS NEW YORK CITY, NY 10013 Account# In this Agreement, the words You, Your and Yours mean the undersigned Borrower(s), jointly and severally if more than one. The words We, Us and Our mean Citibank, N.A. Using Your Business Ready Credit Account: We have agreed to make credit available to you through a Business Ready Credit Account ("Account"), which you can use for any legal business or professional purpose. You may borrow up to the maximum credit by using the checks we will furnish you. You may use these checks just as you would any regular checks. Limitations will apply on the amount and

Sma Real Time Inc – STANDARD CONTRACTOR AGREEMENT (July 9th, 1999)

EXHIBIT 10.10 STANDARD CONTRACTOR AGREEMENT Date: April 15, 1999 -------------------- Agreement between +--- ---+ | | CHILDREN'S TELEVISION WORKSHOP One Lincoln Plaza hereinafter called "CTW", "we", "our" New York, New York 10023 or "us" | | +--- ---+ and +--- ---+ | | SMA VIDEO, INC. 100 Avenue of the Americas - 10th Floor hereinafter called "Contractor". New York, NY 10013 Attn: Dave Satin | | +--- ---+ This Agreement is made between Children's Television Works

Sma Real Time Inc – PRODUCTION FACILITIES AGREEMENT (July 9th, 1999)

EXHIBIT 10.11 ESPN INC. PRODUCTION FACILITIES AGREEMENT THIS AGREEMENT, dated as of October 15, 1998, is between SMA Realtime, Inc. a New York corporation, with offices at 100 Avenue of the Americas, New York, New York, 10013 ("SMA"), and ESPN, Inc., a Delaware corporation, with offices at ESPN Plaza, Bristol, Connecticut 06010-7454 ("ESPN"). SMA hereby agrees to provide to ESPN the services and facilities described below in accordance with the BASIC PROVISIONS set forth below and the attached GENERAL TERMS AND CONDITIONS. BASIC PROVISIONS I. THE SHOOT (a) SMA will provide the facilities, equipment and manpower specified in Section II (collectively, the "Services".) in connection with the production of television programs (or portions thereof) forming a part of ESPN's SportsCentury Project (the "Programs"). (b) Dates, Times, an

Sma Real Time Inc – CONSULTING AGREEMENT (July 9th, 1999)

EXHIBIT 10.7 CONSULTING AGREEMENT This Agreement entered into as of May 28th, 1999, by and between SMA REAL TIME, INC. ("SMA"), and EDVARDO BISSICCIO (hereinafter "Bissiccio"). In consideration of the mutual promises and covenants contained below, the parties agree as follows: 1. Services to be Rendered. Bissiccio shall perform the following marketing and sales services to the best of his abilities and to SMA's satisfaction, including, without limitation: (a) Developing and implementing a marketing program and plan for sales of products and services relating to digital audio. (b) Making introductions to, or otherwise initiating sales relationships in the area of digital audio. 2. Term. The term of this Agreement shall be from June 1, 1999 through November 30,1999. 3. Independent Contractor Status. Bissiccio expressly acknowledges that he will be acti

Sma Real Time Inc – PROTOTYPE PLAN AND TRUST AGREEMENT (July 9th, 1999)

Massachusetts Mutual Life Insurance Company STANDARD PROFIT SHARING Internal Revenue Service Serial No. D256560a PROTOTYPE PLAN AND TRUST AGREEMENT The undersigned Employer hereby adopts the Massachusetts Mutual Life Insurance Company Prototype Defined Contribution Plan and Trust Agreement, herein called the Plan, in order to establish a Profit Sharing Plan which will provide retirement benefits for its Employees. The Profit Sharing Plan hereby established is a Standard Plan according to Revenue Procedure 84-23 as modified by Revenue Procedure 89-9. Massachusetts Mutual submitted in accordance with Revenue Procedure 89-9 the attached Adoption Agreement and related Pension Plan Document to the Internal Revenue Service and has received an Opinion Letter approving the form of plan. It must be understood that a determination by the Internal Revenue Service as to the qualification under ss.401(a

Sma Real Time Inc – Retirement Plan ADOPTION AGREEMENT (July 9th, 1999)

CHASE MANHATTAN BANK Qualified Standardized 401(k) Profit Sharing Plan Page 1 of 5 -------------------------------------------------------------------------------- Retirement Plan ADOPTION AGREEMENT -------------------------------------------------------------------------------- SECTION 1. EMPLOYER INFORMATION Name of Employer SMA RealTime Inc. ------------------------------------------------------------------ ------------ Retirement Id. Address 100 Avenue of the Americas, 10th Floor ------------------------------------------------------------------------------ City New York State New York Zip 10013 -------------------- ------------------- -------------------------- Telephone 212-226-7474 Federal Tax Identifi

Sma Real Time Inc – INDEMNIFICATION AGREEMENT (July 9th, 1999)

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of this ____ day of June, 1999, by and between S.M.A. Real Time Inc., a New York corporation (the "Company") and [name of officer or director], ("Indemnitee"). Whereas, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance; Whereas, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited; Whereas, Indemnitee,

Sma Real Time Inc – LOAN AND SECURITY AGREEMENT (July 9th, 1999)

LOAN AND SECURITY AGREEMENT --------------------------- (EQUIPMENT) ----------- Loan No.: SMA0001 Loan Date: 09/12/96 Loan and Security Agreement entered into as of the 12th day of September, 1996 (the "Agreement") by and between INDEPENDENT RESOURCES, INC. a New York corporation with its principal offices at 43 West Street, Litchfield Connecticut 06759 ("Lender") and SMA Video, Inc. a New York Corporation with its principal office at 100 Avenue of the Americas, 10th Floor, New York, New York 10013 ("Borrower"). WHEREAS, Borrower desires to obtain a secured loan from Lender to finance its acquisition of equipment (and/or to refinance existing equipment); and WHEREAS, Lender is agreeable to making a secu

Sma Real Time Inc – 1999 STOCK INCENTIVE PLAN (July 9th, 1999)

EXHIBIT 10.2 S.M.A. REAL TIME INC. 1999 STOCK INCENTIVE PLAN 1. Purpose. The purpose of this Stock Incentive Plan (the "Plan") is to enable S.M.A. REAL TIME INC. (the "Company") to attract and retain the services of selected employees, officers, directors and other key contributors (including consultants and nonemployee agents) of the Company or any subsidiary of the Company. Notwithstanding the foregoing, grants to Non-Employee Directors (as defined in subparagraph 11.1) of options or other awards under the Plan shall be made solely in accordance with the provisions of paragraph 11. 2. Shares Subject to the Plan. Subject to adjustment as provided below, the shares to be offered under the Plan shall consist of Common Stock of the Company, and the total number of shares of Common Stock that may be issued under the Plan shall not exceed 500,000 share

Sma Real Time Inc – PROMISSORY NOTE (July 9th, 1999)

Exhibit 10.12 [LOGO] SMA VIDEO, INC. 100 AVENUE OF THE AMERICAS 10TH FL. NEW YORK, NY 10013 212-226-7474 FAX 212-941-0439 PROMISSORY NOTE $103,772.00 New York, New York August 15, 1995 FOR VALUE RECEIVED, the undersigned hereby promises to pay Michael Morrissey and David Satin, or order, at 100 Avenue of the Americas, New York, New York 10013, or at such other place as may be designated in writing by the holder of this note, the principal sum of One Hundred Three Thousand Seven Hundred S

Sma Real Time Inc – AGREEMENT OF EMPLOYMENT (July 9th, 1999)

EXHIBIT 10.3 S.M.A. REAL TIME AGREEMENT OF EMPLOYMENT THIS AGREEMENT is entered into this 1st day of April, 1999, by and between S.M.A. REALTIME ("Company"), a New York corporation, with offices at 100 Avenue of the Americas, New York, New York, and MICHAEL MORRISSEY ("Employee"), whose address is 425 Broome Street, New York, New York, 10012. RECITALS I. Company desires to employ Employee as its President and Chief Executive Officer, and Employee is willing to accept such employment by Company, on the terms and subject to the conditions set forth in this Agreement. II. Employee and Company recognize and acknowledge the importance to Company of protecting Company's rights with respect to its confidential and proprietary information and know-how as well as

Sma Real Time Inc – LEASE AGREEMENT (July 9th, 1999)

LEASE AGREEMENT --------------- Lease No. 001-03599-01 Lease Date May 5, 1995 TERMS AND CONDITIONS OF LEASE -------------------------------------------------------------------------------- LESSOR: LCA LEASING CORP. (hereinafter called "Lessor") ADDRESS: 9400 Williamsburg Plaza, Suite 200 Louisville, Kentucky 40222 LESSEE: SMA VIDEO INC. (hereinafter called "Lessee") ADDRESS: 100 AVENUE OF THE AMERICAS NEW YORK, NY 10013 SUPPLIER: RANK CINTEL INC. LIPSNER-SMITH COMPANY (hereinafter called "Supplier") ADDRESS: 25358 AVENUE STANFORD 4700 CHASE LINCOLNWOOD, IL 60648 VALENCIIA, C

Sma Real Time Inc – EMPLOYMENT AGREEMENT (July 9th, 1999)

EXHIBIT 10.5 EMPLOYMENT AGREEMENT AGREEMENT, made the 11th day of May, 1999, by and between S.M.A. Video, Inc., a New York corporation having an office at 100 Avenue of the Americas, New York, New York ("SMA") and Eli Friedman, residing at 1253 Lednam Court, Merrick, New York 11566 ("Friedman"). WITNESSETH: WHEREAS, SMA is engaged in the business of film and videotape editing for commercial use (the "business"); and WHEREAS, Friedman has extensive experience providing film-to-tape and tape-to-tape color correction services; and WHEREAS, SMA wishes to employ the services of Friedman and Friedman wishes to provide such services for SMA upon the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of Ten ($10.00) Dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowled