Advanced Media Inc Sample Contracts

Dematco Inc – SERVICES AGREEMENT (October 20th, 2009)

THIS AGREEMENT (this “Agreement”) is dated as of 14 August, 2009, by and between Jurg Walker of 4 Hardstrasse, Birsfelden, 4127, Switzerland (“JW”) and DEMATCO GROUP CORP. (“Dematco”) Vanterpool Plaza, Wickhams City I, Road Town, Tortola, British Virgin Islands, (together the “Parties”).

Dematco Inc – FEE SHARING AGREEMENT (October 8th, 2008)

THIS FEE SHARING AGREEMENT (this “Agreement”) is dated as of 24 September, 2008, by and between PRIVATE TRADING SYSTEM PLC (“PTS”) and its subsidiaries of One Great Cumberland Place, London W1H 7AL; DEMATCO INC (“DEMATCO”) and its subsidiaries of 17337 Ventura Boulevard, Suite 208, Encino, CA 91316 (together the “Parties”).

Dematco Inc – DEMATCO, INC. 2008 INCENTIVE STOCK PLAN (March 20th, 2008)

This Dematco, Inc. 2008 Incentive Stock Plan (the "Plan") is designed to retain directors, executives and selected employees and consultants and reward them for making major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

Advanced Media Training Inc – NEWS RELEASE (March 22nd, 2006)

EXHIBIT 99.1 NEWS RELEASE Advanced Media Training, Inc. Acquires 8% of Dematco Corporation March 20, 2006 - Encino, California -Advanced Media Training, Inc.,(OTCBB: AMTN) announced today that it has acquired 8,080,000 shares of Dematco's common stock, which equals eight percent (8%) of the total issued and outstanding equity of Dematco Corporation. The purchase price $1.00 (one dollar) per share, was paid for in AMTN shares valued at $1.25 per share. Additionally, the Purchase Agreement provides AMTN an option to purchase the remaining 92% of Dematco at $1.00 per share, to be paid for in AMTN shares at the prevailing market condition at the time of exercise. Following its purchase of the Dematco shares, AMTN has a total of 23,774,000 shares issued and outstanding. Dematco is a UK registered private company, based in Geneva , specializing in the digitizing of any manner of securities;

Advanced Media Training Inc – NEWS RELEASE (February 8th, 2006)

EXHIBIT 99.1 NEWS RELEASE Advanced Media Training, Inc. Enters Into Letter of Intent to Acquire 8% of Dematco Corporation February 6, 2006 - Encino, California - Advanced Media Training, Inc., (OTCBB: AMTN) announced today that it has entered into a letter of intent with Dematco Corporation which gives AMTN the right to, but not the duty, to purchase 8,080,000 shares of Dematco's common stock, which equals eight percent (8%) of the total issued and outstanding equity of Dematco. The purchase price will be $1.00 (one dollar) per share, to be paid for in AMTN shares at the prevailing market condition at the time of exercise, with an anti - dilution provision right for the 30 day option period. Dematco is a UK registered private company, based in Geneva, specializing in the digitizing of any manner of securities; whether listed, private or simply wishing to obtain the capacity to trade

Advanced Media Training Inc – CONSULTANT STOCK COMPENSATION AGREEMENT (January 19th, 2006)

EXHIBIT 10.2 CONSULTANT STOCK COMPENSATION AGREEMENT This agreement is made and entered into as of the ________ day of _____________________ , 2006, by and between ADVANCED MEDIA TRAINING, INC., a Delaware corporation ("Issuer") and the undersigned consultant ("Consultant"). RECITALS A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be retained by Issuer, to provide consulting services to Issuer; and B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services by issuing shares of Issuer's common stock, and Consultant desires to be compensated by the receipt of such shares. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. CONSULTING SERVICES AND COMPENSATION. Pursuant

Advanced Media Training Inc – 2006 EMPLOYEES-CONSULTANTS STOCK COMPENSATION PLAN (January 19th, 2006)

EXHIBIT 10.1 2006 EMPLOYEES-CONSULTANTS STOCK COMPENSATION PLAN OF ADVANCED MEDIA TRAINING, INC. SECTION 1. ESTABLISHMENT AND PURPOSE The Plan was established on January 9, 2006, effective January 9, 2006, to create Company's 2006 Employees-Consultants Stock Compensation Plan, to offer directors, officers and selected key employees, advisors and consultants an opportunity to acquire a proprietary interest in the success of the Company to receive compensation, or to increase such interest, by purchasing Shares of the Company's common stock. The Plan provides both for the direct award or sale of Shares and for the grant of Options to purchase Shares. Options granted under the Plan may include non-statutory options, as well as ISO's intended to qualify under section 422 of the Code. The Plan is intended to

Advanced Media Training Inc – EMPLOYEE STOCK COMPENSATION AGREEMENT (January 19th, 2006)

EXHIBIT 10.3 EMPLOYEE STOCK COMPENSATION AGREEMENT This agreement ("Agreement") is made and entered into as of the _________ day of _____________________________ , 2006, by and between Advanced Media Training, Inc., a Delaware corporation ("Issuer") and the undersigned ("Employee"). RECITALS WHEREAS, Employee and Issuer mutually desire for Issuer to compensate and reward Employee for Employee's services to Issuer and for Issuer to provide Employee with an incentive to continue employment with Issuer and to assist Issuer with its business and operations. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. EMPLOYMENT COMPENSATION. Pursuant to the terms and conditions of the 2006-Employees -- Consultants Stock Compensation Plan o

Advanced Media Training Inc – 2004 EMPLOYEES -CONSULTANTS STOCK COMPENSATION PLAN (September 17th, 2004)

EXHIBIT 10.1 2004 EMPLOYEES -CONSULTANTS STOCK COMPENSATION PLAN OF ADVANCED MEDIA TRAINING, INC. SECTION 1. ESTABLISHMENT AND PURPOSE The Plan was established on August 27, 2004, effective August 27, 2004, to create Company's 2004 Employees-Consultants Stock Compensation Plan, to offer directors, officers and selected key employees, advisors and consultants an opportunity to acquire a proprietary interest in the success of the Company to receive compensation, or to increase such interest, by purchasing Shares of the Company's common stock. The Plan provides both for the direct award or sale of Shares and for the grant of Options to purchase Shares. Options granted under the Plan may include non-statutory options, as well as ISO's intended to qualify under section 422 of the Code. The Plan is intended to

Advanced Media Training Inc – CONSULTANT STOCK COMPENSATION AGREEMENT (September 17th, 2004)

EXHIBIT 10.2 CONSULTANT STOCK COMPENSATION AGREEMENT This agreement is made and entered into as of the ________ day of ______________________, 2004, by and between ADVANCED MEDIA TRAINING, INC., a Delaware corporation ("Issuer") and the undersigned consultant ("Consultant"). R E C I T A L S A. WHEREAS, Issuer desires to retain Consultant, and Consultant desires to be retained by Issuer, to provide consulting services to Issuer; and B. WHEREAS, Issuer desires to compensate Consultant for Consultant's services by issuing shares of Issuer's common stock, and Consultant desires to be compensated by the receipt of such shares. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Consulting Services and Compensation. Pursuant to the terms and conditions

Advanced Media Training Inc – EMPLOYEE STOCK COMPENSATION AGREEMENT (September 17th, 2004)

EXHIBIT 10.3 EMPLOYEE STOCK COMPENSATION AGREEMENT This agreement ("Agreement") is made and entered into as of the day of , 2004, by and between Advanced Media Training, Inc., a Delaware corporation ("Issuer") and the undersigned ("Employee"). R E C I T A L S WHEREAS, Employee and Issuer mutually desire for Issuer to compensate and reward Employee for Employee's services to Issuer and for Issuer to provide Employee with an incentive to continue employment with Issuer and to assist Issuer with its business and operations. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows: 1. Employment Compensation. Pursuant to the terms and conditions of the 2004-Employees -- Consultants Stock Compensation Plan of Advanced Media Training, Inc. (the "Plan"), and subje

Advanced Media Inc – INDEPENDENT SALES REPRESENTATIVE AGREEMENT BETWEEN ADVANCED KNOWLEDGE/ INC. AND (June 10th, 2004)

EXHIBIT 10.16(a) INDEPENDENT SALES REPRESENTATIVE AGREEMENT BETWEEN ADVANCED KNOWLEDGE/ INC. AND MEDIA PARTNERS CORPORATION This agreement is made as of the 31st day of March, 2000 between Advanced Knowledge, Inc., 17337 Ventura Blvd., Encino, CA 91316 (hereinafter referred to as "Producer") and Media Partners Corporation, 1011 Western Avenue Suite 920 Seattle, WA 98104 (hereinafter referred to as "Distributor") Whereas Producer is in the business of producing, manufacturing and distributing training videotapes and related training materials and whereas Distributor desires to distribute preview, rental and sale copies of Producer's titles and in consideration of the covenants and agreements herein contained, the above named parties hereby mutually agree to the following: 1. LICENSE Producer hereby grants to the Distributor for the term and under the conditions o

Advanced Media Inc – INTERNATIONAL DISTRIBUTION RIGHTS AGREEMENT (June 10th, 2004)

EXHIBIT 10.19 INTERNATIONAL DISTRIBUTION RIGHTS AGREEMENT THIS AGREEMENT is entered into this 1st day of July, 1998 is to replace and supersede all former agreements, if any, both verbal and/or written; BETWEEN: Advanced Knowledge, Inc. AND: Learning Resources Pty Ltd 17337 Ventura Blvd. PO Box 173, Howard Place 7450 Encino ,CA91316 Cape Town (Hereinafter called "Distributor") Republic of South Africa (Hereinafter called "Producer") WHEREAS, the Producer is engaged in the business of the production of training videotapes and other audiovisual materials, entitled "What It Really Takes to be a World Class Company" "Products"; and WHEREAS, the Distributor is engaged in the business of distribution of training videotapes and other audio-visual materi

Advanced Media Inc – INDEPENDENT SALES REPRESENTATIVE AGREEMENT BETWEEN ADVANCED KNOWLEDGE, INC. (June 10th, 2004)

EXHIBIT 10.18 INDEPENDENT SALES REPRESENTATIVE AGREEMENT BETWEEN ADVANCED KNOWLEDGE, INC. AND CORVISION MEDIA/ INC. This agreement is made as of the 14(TM)day of April/ 2000 between Advanced Knowledge/ Inc./ 17337 Ventura Blvd., Encino, CA 91316 (hereinafter referred to as "Producer") and corVISION Media/ Inc 1359 Barclay Boulevard Buffalo Grove/ IL 60089 (hereinafter referred to as "Distributor") Whereas Producer is in the business of producing/ manufacturing and distributing training videotapes and related training materials and whereas Distributor desires to distribute preview/ rental and sale copies of Producer's titles and in consideration of the covenants and agreements herein contained/ the above named parties hereby mutually agree to the following: 1. LICENSE Producer hereby grants to the Distributor for the term and under the conditions of this Agreement

Advanced Media Inc – RE: SECURED PROMISSORY NOTE (April 23rd, 2004)

EXHIBIT 10.12(a) CONFIRMATION OF COMMITMENT RE: SECURED PROMISSORY NOTE Reference is made to that certain Amended and Restated Secured Promissory Note, dated January 15, 2004, pursuant to which ADVANCED KNOWLEDGE, INC., a Delaware corporation as maker ("Maker"), executed a secured promissory note in favor of BUDDY YOUNG ("Holder"), in the principal amount of up to Three Hundred Fifty Thousand Dollars ($350,000), (the "Note"). Notwithstanding any terms, conditions, covenants, representations or warranties contained in the Note, Holder acknowledges and confirms that Holder will provide up to Three Hundred Fifty Thousand Dollars ($350,000) for any of Maker's financial shortfalls through December 31, 2004. Acknowledged, confirmed and agreed by Holder this 6th day of April, 2004, by

Advanced Media Inc – DISTRIBUTION AGREEMENT (April 23rd, 2004)

EXHIBIT 10.15 DISTRIBUTION AGREEMENT BETWEEN COASTAL TRAINING TECHNOLOGIES CORP. (Coastal) Human Resources Division 500 Studio Drive, Virginia Beach, VA 23452 AND ADVANCED KNOWLEDGE (Distributor) 17337 Ventura Blvd. #244, Encino, CA 91316 THIS DISTRIBUTION AGREEMENT (Agreement) is entered into this 14th day of-March., 2003. WHEREAS, Coastal is in the business of creating, producing, and distributing print, audiovisual and multimedia products; and WHEREAS, Coastal has been granted exclusive world-wide rights to distribute several products created and produced by other Producers and, when appropriate, to retain sub-distributors for these products; and WHEREAS, Advanced Knowledge is familiar with C

Advanced Media Inc – DISTRIBUTION AGREEMENT (April 23rd, 2004)

EXHIBIT 10.16 MEDIA PARTNERS CORPORATION DISTRIBUTION AGREEMENT THIS AGREEMENT made this September 2nd, 2003, between Media Partners Corporation, 911 Western Avenue, Suite 306 Seattle, WA 98104 (hereinafter called "MPC") and Advanced Knowledge, 17337 Ventura Blvd. Suite (224) 208 (initials) Encino, CA 91316 (hereinafter called "Distributor"), sets forth the terms and conditions under which the Distributor will market and distribute MPC's video based training programs. 1. DISTRIBUTORSHIP 1.1 WHERE AS Distributor markets, sells, and distributes video and printed materials to businesses and organizations (hereinafter called "Purchaser"), MPC hereby grants to Distributor the right to promote, advertise and sell licensing agreements to MPC video Program(s) listed on the attached "Exhibit A", (hereinafter referred to as t

Advanced Media Inc – DISTRIBUTION AGREEMENT (April 23rd, 2004)

EXHIBIT 10.17 DISTRIBUTION AGREEMENT THIS AGREEMENT, made this 3rd day of October, 2002, between Advanced Knowledge, 17337 Ventura Boulevard #224, Encino, CA 91316 (hereinafter called Producer) and CRM Inc., 2215 Faraday Avenue, Carlsbad, California 92008-7215 (hereinafter called Distributor), sets forth the terms and conditions which the Distributor will market and distribute Producer's video based training programs. 1. DISTRIBUTORSHIP 1.1 Where as Distributor markets, sells and distributes video and printed materials to business and organizations. Producer hereby grants Distributor the right to promote, advertise and sell to qualified users its video Program(s) listed on the attached "Exhibit A", hereinafter referred to as the "Product." Distributo

Advanced Media Inc – LINE/LOAN AGREEMENT (February 27th, 2004)

EXHIBIT 10.10(a) BANK OF AMERICA ADVANTAGE BUSINESS CREDIT LINE/LOAN AGREEMENT VARIABLE RATE TO: Bank of America, National Association Business Loan Center #1738 101 S. Marengo Avenue, 5th Floor Pasadena, CA 91122 CUSTOMER NAME LINE OF CREDIT/LOAN NO. CREDIT LIMIT/LOAN AMOUNT ADVANCED KNOWLEDGE INC 50100223711027001 $20,000.00 BRANCH NO DEPOSIT ACCOUNT NO. ("ACCOUNT") 0392 0392814297 INTRODUCTION. This Agreement dated as of June 30, 2000 is entered into between ADVANCED KNOWLEDGE, INC. (the "Borrower") and Bank of America, National Association (the "Bank") concerning the Borrower's Advantage Business Credit facility with the Bank. When

Advanced Media Inc – SECURED PROMISSORY NOTE (February 27th, 2004)

EXHIBIT 10.12 AMENDED AND RESTATED SECURED PROMISSORY NOTE ----------------------- ("AMENDED NOTE") Up to Three Hundred Fifty Thousand Dollars Los Angeles, California $350,000 January 15, 2004 RECITALS A. On August 18, 1998, ADVANCED KNOWLEDGE, INC., a Delaware corporation ("MAKER"), as maker, executed a secured promissory note in favor of BUDDY YOUNG ("HOLDER"), in the principal amount of up to Three Hundred Thousand Dollars ($300,000) ("FIRST NOTE"), which FIRST NOTE was secured by MAKER's pledge of certain assets as security/collateral for the FIRST NOTE, as evidenced by a Security Agreement, dated of even date therewith. B. In May, 2003, MAKER changed its n

Advanced Media Inc – LINE/LOAN AGREEMENT (December 23rd, 2003)

EXHIBIT 10.10 BANK OF AMERICA ADVANTAGE BUSINESS CREDIT LINE/LOAN AGREEMENT VARIABLE RATE TO: Bank of America, National Association Business Loan Center #1738 101 S. Marengo Avenue, 5th Floor Pasadena, CA 91122 CUSTOMER NAME LINE OF CREDIT/LOAN NO. CREDIT LIMIT/LOAN AMOUNT ADVANCED KNOWLEDGE INC 50100223711027001 $20,000.00 BRANCH NO DEPOSIT ACCOUNT NO. ("ACCOUNT") 0392 0392814297 INTRODUCTION. This Agreement dated as of June 30, 2000 is entered into between ADVANCED KNOWLEDGE, INC. (the "Borrower") and Bank of America, National Association (the "Bank") concerning the Borrower's Advantage Business Credit facility with the Bank. When

Advanced Media Inc – INDEPENDENT PRODUCERS AGREEMENT (October 16th, 2003)

EXHIBIT 10.8 INDEPENDENT PRODUCERS AGREEMENT This INDEPENDENT PRODUCERS AGREEMENT ("AGREEMENT") is made and entered into this 21st day of May, 2002 by, between and among "PRODUCER": DOUBLE TAKE PRODUCTIONS 7825 Fay Avenue Suite 200 La Jolla, CA 92037 Phone (858) 456-5751 Fax (858) 551-8368 "CONTRACTOR": ADVANCED KNOWLEDGE, INC. 17337 Ventura Boulevard, Suite 224 Encino, California 91316 Phone: (818) 784-0040 Fax: (818) 784-8660 with respect to the following: RECITALS A. CONTRACTOR is engaged in the business of marketing and distributing training/educational videos for corporate human resource and personnel departments and desires to produce a new educational/training video presentation entitled HOW DO YOU PUT A GIRAFFE INTO A REF

Advanced Media Inc – ENCINO GARDENS OFFICE BUILDING LEASE AGREEMENT (October 16th, 2003)

EXHIBIT 10.9 ENCINO GARDENS OFFICE BUILDING LEASE AGREEMENT BY AND BETWEEN ENCINO GARDENS, LLC a California Limited Liability Company AND ADVANCED KNOWLEDGE, INC., d.b.a. Advanced Knowledge Training, Inc. Dated: July 24, 2003 1 THE ENCINO GARDENS OFFICE BUILDING OFFICE LEASE AGREEMENT In consideration of the rents and covenant hereinafter set forth, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the following described Premises upon the terms and conditions set forth below: FUNDAMENTAL L

Advanced Media Inc – PRODUCTION AGREEMENT (October 16th, 2003)

EXHIBIT 10.1(a) FIRST AMENDMENT TO PRODUCTION AGREEMENT This FIRST AMENDMENT ("Amendment") is made and entered into this 31st day of July, 2003, by, between and among ADVANCED MEDIA, INC., a Delaware corporation, formerly known as Advanced Knowledge, Inc. and doing business as Advanced Media ("Advanced"), on the one hand, and, THE HATHAWAY GROUP, a New York corporation ("Hathaway"), on the other hand, with respect to the following: RECITALS A. On January 5, 1998, Advanced and Hathaway March 18, 1998, Advanced (then known as Advanced Knowledge, Inc., a Delaware corporation") executed a Production Agreement ("Production Agreement"), pursuant to which Advanced and Hathaway agreed to jointly produce six (6) work force training videos; B. As of the date hereof, the parties ha

Advanced Media Inc – PRODUCTION AGREEMENT (July 3rd, 2003)

EXHIBIT 10.1 PRODUCTION AGREEMENT THIS NON EXCLUSIVE PRODUCTION AGREEMENT is made and entered into by and between ADVANCED KNOWLEDGE, INC a Delaware Corporation, hereinafter referred to as "ADVANCED" and The HATHAWAY GROUP, hereinafter referred to as "HATHAWAY", collectively hereinafter referred to as PRODUCERS. RECITALS A. WHEREAS, It is the intention of the producers to co-finance the production of up to six workforce training videos, hereinafter referred to as "VIDEOS". B. WHEREAS, HATHAWAY is experienced in the creation and production of workforce training videos; and, C. WHEREAS, ADVANCED has established a company for the purpose of producing and distributing workforce training videos. BASED THEREON, the parties hereto agree as follows: 1. PRODUCT

Advanced Media Inc – SECURED PROMISSORY NOTE (July 3rd, 2003)

EXHIBIT 10.2 SECURED PROMISSORY NOTE (SECURED BY A SECURITY AGREEMENT) (HEREINAFTER "NOTE") Up To Five Hundred Thousand Dollars Encino, California ($500,000) May 21, 2003 For value received, the undersigned maker/borrower, namely ADVANCED MEDIA, INC. (hereinafter "BORROWER") hereby promises to pay to BUDDY YOUNG (hereinafter "HOLDER"), at 17337 Ventura Blvd., Suite 224 Encino, California 91316, or at such other place as may be designated in writing by the HOLDER of this NOTE, the principal sum of up to Five Hundred Thousand Dollars ($500,000), with interest thereon from May 21, 2003 on the outstanding principal balance at a rate of eight percent (8%) per annum, which principal and interest shall be payable no later than De

Advanced Media Inc – SECURITY AGREEMENT (July 3rd, 2003)

EXHIBIT 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT ("SECURITY AGREEMENT") is made this 21st day of May, 2003, by, between and among, ADVANCED MEDIA, INC, a Delaware corporation ("DEBTOR"), on the one hand, and BUDDY YOUNG, an individual, ("SECURED PARTY"), on the other hand, with respect to the following: RECITALS A. DEBTOR has borrowed the sum of up to Five Hundred Thousand ($500,000) from Secured Party (the "DEBT"); B. DEBTOR and SECURED PARTY now mutually desire for DEBTOR to secure the Loan in the principal sum of up to Five Hundred Thousand ($500,000) as evidenced by a SECURED PROMISSORY NOTE, dated of even date herewith, and signed by DEBTOR in favor of SECURED PARTY (the "NOTE") in said amount (the "DEBT") and for DEBTOR to pledge the personal property listed on attached Exhibit

Advanced Media Inc – INDEPENDENT SALES REPRESENTATIVE AGREEMENT BETWEEN (July 3rd, 2003)

EXHIBIT 10.4 INDEPENDENT SALES REPRESENTATIVE AGREEMENT BETWEEN ADVANCED KNOWLEDGE, INC. AND _______________________________ This agreement is made as of the ____ day of __________ 200__ between Advanced Knowledge, Inc., 17337 Ventura Blvd., Encino, CA 91316 (hereinafter referred to as "Producer") and _______ ________________ whose address is _______________________________________________ (hereinafter referred to as "Distributor") Whereas Producer is in the business of producing, manufacturing and distributing training videotapes and related training materials and whereas Distributor desires to distribute preview, rental and sale copies of Producer's titles and in consideration of the covenants and agreements herein contained, the above named parties hereby mutually agree to the following: 1. LICENSE Producer hereby grants to th

Advanced Media Inc – INTERNATIONAL DISTRIBUTION RIGHTS AGREEMENT (July 3rd, 2003)

EXHIBIT 10.6 INTERNATIONAL DISTRIBUTION RIGHTS AGREEMENT THIS AGREEMENT is entered into this ____ day of _____________, 2000 and is to replace and supersede all form agreements, if any, both verbal and/or written: BETWEEN: Advanced Knowledge, Inc. AND: _______________________ 17337 Ventura Boulevard, Ste. 224 _______________________ Encino, California 91316 _______________________ (hereinafter called "Producer") (hereinafter called "Distributor") WHEREAS, the Producer is engaged in the business of the production of training videotapes and other audio-visual materials, "Products"; and WHEREAS, the Distributor is engaged in the business of distribution of training videotape and other audio-visual materials; and WHEREAS, the Producer desires to provide the Distributor, the exclusive distribution ri