LIOn - The Laugh it Off Proposal - 2004

THIRD WORD promotions CC Reg. 2003/106851/23 ################## Auckland Park 2092 27 ########### thirdword@#####.com leedjinn@#####.com ADDRESSEE LAUGH IT OFF PROMOTIONS CC 72 Canterbury Street Cape Town .8000 27 21 461 5579

LIOn

The Laugh it Off Portfolio LIOn contains designs THIRD WORD promotions intends to sell to Laugh it Off. As an outcome of such a sale, rather than exact an immediate monetary benefit, THIRD WORD, being confident of the quality and marketability of the designs, would enter into a mutually beneficial alliance with Laugh it Off, with THIRD WORD selling LIO merchandise, and Laugh it Off providing sponsorship for a performance event geared at promoting South African urban poetry. Full details of this proposal are listed herein. Please familiarise yourself with the contents of LIOn and advise THIRD WORD of your decision. I trust you find the contents of LIOn to your liking.

Sincerely fox for THIRD WORD promotions

Assertion of Ownership The designs contained within LIOn are the exclusive property of THIRD WORD promotions. Unsolicited creative and/or commerical application of these designs in any form will be considered an infringement of the right of THIRD WORD promotions to be recognised as the lawful owner of these designs. THIRD WORD promotions reserves the right to treat any such action on the part of the recipient, or any party associated with the recipient, with extreme prejudice. fox. 2004-01-16

confidential. all material copyright © THIRD WORD promotions 2004 2004-01-16. page 1 of 20

LION – Table of Contents

Information Sheet

Summary

Statement of Purpose

Nature of Business

. The Product

BAAS/BASS Terrible Twins

Design Text

Design Graphic

Zion An African Rebel-LIOn

Design Text

Design Graphic

ANC Election Yeah

Design Text

Design Graphic

Cellblock C As Seen For Yourself...

Design Text

Design Graphic

Mullets Jukskei Park Trash

Design Text

Design Graphic

The Proposal

Remuneration

The Formation of Strategic Alliance

The Trade Relationship

The Sponsorship Agreement

Terms and Conditions of Sale

Appendix

Non-Disclosure Agreement


Statement of Purpose

The following portfolio (hereafter known as: LIOn) features a sample of subverted brand designs

developed by creative resource company, Third Word Promotions CC.

These designs are hereby presented for sale.

Primarily, Third Word intends, through this transaction, to establish a professional relationship

with Laugh it Off aimed at future co-operation to the benefit of both companies. As such the

focus of the sale is not the immediate remuneration for the transferal of ownership and other

rights to these designs, but a co-operative agreement which will translate into mutual profit.

Further, this transaction looks to structure a framework by which future designs attended by

Third Word Promotions can be presented to Laugh it Off for sale.

Nature of Business

Third Word Promotions is the commercial arm of Gauteng-based slam poet, Richard Foxcroft,

(fox), established to promote his own work, and to assist creative individuals by sourcing their

skills and talent to the professional market.

Third Word claims a broad scope for its base of operations, including professional writing

services and performance advertising, and has decided after careful consideration not to narrow

its focus to include T-shirt production as this will not serve its current interests.

These designs have therefore been developed strictly for sale, and Laugh it Off approached as the

dominant player in the industry. The related benefits to Laugh it Off, besides increased access to

marketable designs, includes a cost effective support network and representation in Gauteng,

addtional product sales, and effective advertising through affordable sponsorship.

The full scale of benefits available to Laugh it Off through this transaction are listed in section 3

of this presentation: The Proposal.

The Product

Design Samples Motivation BAAS/BASS ABSA

Zion Lion Lager/ SABMiller

ANC Kentucky Fried Chicken (KFC)

Cellblock C Cell C

Mullets Huletts Sugar


BAAS/BASS. Terrible Twins

Introducing 'BAAS/BASS'

The flagship idea; applicable across the language barrier. ABSA has become through considerate

reworking by Third Word – although quite likely they will not see it this way, nor agree with

either the intention or the implication – a popular expression for the indifferent and disinterested

(or those who would advise us that they are, whatever).

The appealing aspect of this design is that it comes in both an English and an Afrikaans version,

looking to target seperate but related markets – the cool kids, the ones treading trendy waters.

Each can be marketed separately though both, essentially, mean the same thing.

Design Features

The design, for both derivatives, features two areas of application: lettering and logo. The logo

remains the same for both, depicting a cool kid with a raked-back hat, the only way to wear it –

like eminem does, or Steve Hofmeyer. The lettering is altered subtly, and different for each.

One of the major considerations for Third Word in commanding ideas for inclusion in LIOn, is

simplicity. It is important not to overburden the psychological process of the potential buyer with

regards to a) recognising the original logo and b) understanding the new message

In consideration of this requirement to aid the process of recognition, the lettering alteration for

each design to achieve the new message has tried to focus on the simple arrangement of existing

letters in the sequence.

The Afrikaans derivative has achieved this, with the alteration of ABSA to 'BAAS'. The English

needed a slightly more liberal approach, losing one 'A' and added an 'S' for 'BASS', although this

has not in any way detracted from the recognision of ABSA as the base motivator.

Each derivative is accompanied by its language specific slogan, with each slogan accentuating

the attitide of its target market. "Vandag More Strewe Sterwe." and "Today Tomorrow

Whatever" for 'BAAS' and 'BASS' respectively attempt, and with some success, to convey the

general impression the youth hold for events: that the passing of time is unimportant, unnoted.

Strengths and Risks

Both designs target a market audience who are more suseptible to the activities of Laugh it Off

than any other, notably the upwardly mobile, 18 – 25 year old age group. This alone, coupled to

the strength of the message, and the dual application of the design, counts as major a advantage.

The only forseeable drawback to this design would be litigation from the conglomerate banking

corporation this design makes a mockery off. However, it would be worthwhile, at some cost no

doubt but nonetheless, to watch a corporate concern alienate its potential future customers.

Market Opportunities

Each design aims at attracting the attention of the socially active and informed members of both

the English and Afrikaans population. The emergence of black social consciousness, however,

and the continued shift in buying power, could add a twist to this tale which would make the

Anglo-Boer War pale in comparison, this time with only ABSA coming out on the losing side.


ZION. An African Rebel-LIOn

Introducing Zion

Laugh It Off – SABMiller, Round 2. This time, however, there's not much the corp can do other

than fume and stomp about a bit to little effect. The reason being the brand and logo subverted,

namely Lion Lager, has recently been revised; generally considered a poor move.

The beauty of this design is the old Lion Lager logo is more recognisable than the new logo, and

therefore more effective for such an operation; and it is the new logo which would warrant

protection from its parent, being a logo we wouldn't tamper with even if they paid us.

Design Features

The new design incorporates the image and therefore too, the prophetical legend, of the reggae

maestro Bob Marley, and the historical and religious allegory of Zion, being the attainment of

freedom for those subjugated within the evil oppression of Babylon.

To advance this notion of Zion, this freedom from captivity, and to subvert the logo without

moving too far away from its original parameter, the lion in the logo has been replaced with the

lion of legend, a side-profile caricature of Bob Marley, mouth open as if in song.

The lettering has been altered slightly, inclining the first letter in the sequence: 'L' into 'Z',

changing Lion in Zion, which along with the addition of Bob Marley, completes the

redesignation of this most natural, obvious and 'publically correct', message.

The brand-word LAGER stationed beneath Lion has been reformed as LONGA. From this

alteration a new slogan has emerged, to be completed on the front and the back of the T-shirt as:

"How much LONGA/ flow da waters outta Babylon, mon?"

This slogan is an important reference point, and as a question is likely posed at the new regimes

of democracy in southern Africa, which despite their voiced intention seem to leading the people

further into subjugation, rather than toward some envisioned Zion of social freedom.

Strengths and Risks

There is little about this design which is not an advantage, and nothing from immediate

consideration which can be viewed as a risk. The message is popular with direct reference to

liberation and indirectly, marijuana, and the subversion of the logo is entirely defendable.


The concept of Zion, or the freedom from western slavery for those of african decsent, and the

activism which Marley and the Bass Culture promoted, adopted by both black and white as a

protest against capital rule – is a message easily diffusable within the public consciousness

As an idea Zion will appeal to both the black and white youth, promising inroads into the black

market, an important consideration for any business looking for success in the new South Africa.

Design Variations

One variation for this design is available. These variations are included as part of the sale of

rights to this design. Please contact Third Word Promotions for more information.


ANC. Election Yeah

Introducing ANC

There is an unspoken understanding amongst professional South African poets, a possible by-

product of the liberation struggle; and exemplified by proponents such as Jeremy Cronin who

have climbed the snakey ladder, namely: it is impossible to separate poetry from politics.

To be fair on the poets, however, any social comment is likely to have some political pretension,

as it is ultimately the political climate of the country we are commenting on when we make a

statement about 'the way things are'. Laugh it Off, in their temerity, seem to understand this too.

Design Features

This design is unique in that it proverbially knocks off two birds with one stone: KFC (the brand)

and the ANC (the message, in particular – deputy president Jacob Zuma). The ANC is not

viewed as a brand in this instance, but rather as a political feature of the public (social) arena.

Where KFC kills chickens, as demonstrators in Taiwan are always keen to point out, it seems

members of the ruling party are content to patronize the culture of corruption in this country

which threatens to hamstring democracy while in its infancy.

As such, during election year when such an idea is guaranteed to reach full broadcast, Third

Word has decided to overimpose the image of Colonel Sanders with that of Jacob Zuma, switch

the lettering of the comic logo to 'ANC' and alter the slogan to: "Tastes just like corruption".

Strengths and Risks

'ANC' is a controversial gamble, directed at an individual and his representation not only of a

party of which he is a member, but of the bastard political practise which is so entrenched in our

'unofficial' constitution that its attendants no longer feel the need to defend it.

At first glance the risks seem to far outweigh the strengths. However, this design is good enough

and the timing just right, such that Laugh if Off with its current resources should be able to punt

this idea (politically correct and incorrect as it is) to rival some of its more successful concepts.

Added to this, any move by the African National Congress against Laugh if Off, operating as we

are in a free market economy, will be considered unconstitutional and ultimately damaging to the

party's reputation at such a vital time in its history.

Of course, nothing is stopping the party from later retaliating in a more underhanded and un-

announced manner, although these are surely risks that LIO, with many aces up its sleeve, should

be willing to take in playing a hand that could sweep all other players from the table.


This design will most likely appeal to all young adults, irrespective of party affiliations, who

consider themselves informed members of the community. Properly marketed 'ANC' will attract

extensive media and public attention, impacting across 'borders' of class and colour.

Design Variations

Two variations for this design are available. These variations are included as part of the sale of

rights to this design. Please contact Third Word Promotions for more information


Cellblock C. As Seen For Yourself...

Introducing Cellblock C

Cellblock C, as an idea comparible to the previous three, adopts a less controversial approach to

subvertising; nonetheless it is as effective a design as its predecessors, possibly more so, given

the reference to crime, and its somewhat less glorified corollary: punishment.

The design follows from the perversion within popular culture that affords criminality undue

status. Gangsterism, despite its relative drawbacks, suffers from no real lack of appeal in modern

coinage, making it an ideal expression, with a distinct South African flavour, of course.

Design Features

This design is modelled on the Cell C logo, giving particular reference to their catchy, quirky

"see/C for yourself" slogan, which has earned them the respect of many in the market, excluding

for example, Vodacom and MTN.

The lettering in the logo has been extended, from 'Cell' to 'Cellblock', changing the message

entirely, and laying the grounds for a classy bit of sloganeering. The catch phrase, in accordance

with the new structure, has been altered very slightly to read: "for your sins".

For effect, and as a jib at the cellular industry, the back of the T-shirt carries the added inventive:

"you have the right to remain silent". This sassy comeback, with its anti-establishment message,

is sure to catch the attention of even the most brain-washed mobile junkie.

Strengths and Risks

The major strength of this design, as with others presented in LION, is its simplicity. The logo is

popular and hence, immediately recognisable; the message, with its social connotations and

cultural implications, clear and relevant.

The single drawback to 'Cellblock C' is the reproduction of the dotted 'C' which could be viewed

as an infringement, as the dotted 'C' is a stand-alone designator of the brand. Altering the dotted

'C' slightly could compensate for this, but simulatenously detract from the impact of the design.

The approach adopted by 'Cellblock C', possibly termed 'Laugh againt Crime', could be criticised

by those who fail to understand that humour can be used as a weapon. Publicity received through

legal action will only serve to strengthen the message, promoting people to adopt the cause.


The design should appeal to a large audience, and not at all to only those involved in crime. The

inverse is true in that it is the allure of crime, as misrepresented by the media, that acts as a

market guideline, not its real-to-life form.

This design would further appeal to those who are concerned about the high level of crime in

South Africa, and who would draw attention to this increasing social problem which threatens to

become obscured and accepted through its overexposure.

Design Variations

While no distinct variations exist for this design, the colour of the base can be changed to present

two separate T-shirts to the market, depending on one's preference, namely: red or white.


Mullets. Jukskei Park Trash

Introducing 'Mullets'

As if they need an introduction – the bastards are everywhere. Breeding like flies inbetween the

bloodlines. Telkom haircuts, cortinas and klippies, dropped shocks and langarm dances out on

the plaases. Can I like to tell you (any more) about this idea, please?

Seriously, mom always told me not to make fun, but then the temptation sometimes is just too

much and we must out the garden. Not without a T-shirt though, given to us by the good Lord

who just couldn't avoid, much the same as I, one last parting shot at the poor degenesis.

Design Features

Hullets Sugar is the recipient of our satirical exploits on this occassion, that largest of export

industries with dope still under the lawmaker's thumb. The framework for the T-shirt is the sugar

sachette, and the variation includes an inspiration message on the return side, if required.

The major feature of our satire, is the changing of the tome, Hulettes, to 'Mullets', and the

reworking of the encircled 'H' logo to constitute an 'M'. The referential there beside: EST / 1836

has been acceptably altered to an understandable, 'LOW / I.Q.'.

The descriptive beneath Hulettes, White Sugar, is altered to concur with the missive, and the

result: 'White Trash', is inferred as a matter of opinion as expressed by the wearer, and not meant

to be a personal statement of being, such acuity surely lost on the brunt of our small joke.

'Mullets' gets better the further down the face of the design we progress. Following the coined

descriptive, Third Word has capsized the pure cane sugar logo, and presented, as a result, a

pictoral example of a Telkom hair-cut: long behind and short on top.

And to cap it off, in climatic fashion, possibly rendering the need for a message on the reverse

somewhat redundant, is the rather pointed message: 'your brother's your daddy' quite possibly the

single most hillarious phrase created in 'jest' since Wie's jou pappa?

The design, in its brilliance, has even included two red racing stripes, corrupted from the original

logo, for our more energetic supporters.

Strengths and Risks

Quite possibly the best design presented in LIOn, in the humble opinion of the author, I think we

can forego the danger presented by the sugar police, and market this T-shirt with pride. Every

aspect of the design, and there are several components, work in synche, to create a powerful

message with an immediate appeal.


'Mullets' should instinctively appeal to all those, no matter race, colour or class distinction, who

have ever had to deal with really stupid people. Every country has a hillbilly variety, and South

Africa is blessed with the bonehead. English or Afrikaans, the concept of white trash, and its

exploitation in the interests of satire, has an extensive market value which could realise great

rewards, everywhere but in Bellville and Krugersdorp.


The Proposal

With the following proposal Third Word Promotions aims to establish a strategic alliance with

Laugh it Off that will be considered mutually beneficial to both companies. It is therefore not the

intention of Third Word Promotions to tender these designs for sale where the reward would be

simple remuneration, although this does feature as a non-prominent concern.

As the desired outcome of the sale of the rights to designs currently owned by Third Word, the

formation of such a strategic alliance can be described as having two separate, yet inter-related

parts, firstly: the establishment of a trade relationship and secondly: the establishment of a

sponsorship agreement. Both will be described in detail forthwith, although in principal the

alliance implies:

1. Allowing Third Word Promotions to operate as a representative, or trade agent, of

Laugh it Off in the Gauteng region, generating profit for both companies through

the sale of Laugh it Off merchandise, and the processing of retail sales orders, by

Third Word Promotions.

2. Sponsoring a performance event hosted and owned by Third Word Promotions,

generating much valued publicity for Laugh it Off, and supporting the growth and

development of urban performance poetry.

The benefit this proposal presents to Laugh it Off is considerable. Third Word Promotions is

currently handing the development of no less than 15 designs, with new ideas forming daily, as is

the prolific creative nature of the company's founder. These designs will be presented to Laugh it

Off on a regular and continual basis, and intended to feature as closely approximate to exisiting

design specifications as Laugh it Off have prescribed through their market activities.

In return Third Word Promotions, an emerging company dealing in written and performance art,

shall benefit in being able to sell a highly reputable product, to which it has contributed to, as

well as receive needed funding for an event with a missive much in line with the present efforts

of Laugh it Off, namely: raising consumer and social awareness against the incidents of control.

Third Word Promotions therefore presents an opportunity which moves beyond the simple sale

of designs expected to profit Laugh it Off on the perceived immediate level; a prospect which

aims at building an advantageous relationship between two separate concerns which seem to

think and operate in the same way, if in slightly different industries.

Please take the time to read the following section carefully, in that the full extend of these

advantages can be appraised. The proposal, due to its very nature, requires negotiated agreement,

although Third Word Promtions has taken the liberty of stating these terms and conditions of sale

to its own benefit, without any intended detriment to future relations between the two parties

should cause for disagreement on such the terms and conditions exist.

The proposal is divided into two subsections, and while the negotiation of details is expected, the

proposal requires mutual concent on both subsections by some or other means, and shall not

exclude any subsection from the final agreement. In the event of a non-agreement, Third Word

Promotions retains the right of ownership, and other right, to these designs, to conduct its affairs

as it sees fit as regards these designs and their eventual application in the market.


Remuneration

It is the intention of Third Word Promotions CC, through the immediate remuneration achieved

through this sale of rights, to merely recapitulate on the costs of production for the designs as

presented in LIOn.

For this reason, and given that the emphasis of the Proposal is placed on establishing a working

relationship between the two companies, and securing sponsorship for a performance event, the

listed price, as stated below, should prove favourable and condusive to continued negotiations as

regards the Proposal in its entirety.

the remuneration for the sale of the rights to the five (5) designs presented in LIOn is

estimated at: R2 500.00 (or approximately R500.00 per design).

Third Word Promotions has developed further designs which may be of interest to Laugh it Off,

and further, intends to place itself within a market position to source designs for Laugh it Off,

should this be desired.

Sales for these future designs should in principal follow within the framework as set out by this

Proposal, although it is expected that remuneration will decrease by some percent, without any

alteration, however, to the negotiated outcome concerning the agreements to follow.

The Formation of a Strategic Alliance

Third Word Promotions intends to use the sale of the rights to these and future designs as

leverage toward the negotion of a strategic alliance between itself and Laugh it Off. Where such

a relationship will prove favourable to both concerns, Third Word will further promote its own

interests in this regard in leiu of its receiving immediate monetary returns from the transaction.

The strategic alliance shall take place on two compatible levels, to be outlined forthwith, namely:

1. The Establishment of a Trade Relationship

2. The Establishment of a Sponsorship Agreement

The Establishment of a Trade Relationship

Third Word Promotions aims to establish itself as a trading agent for Laugh it Off Promotions.

Through this arrangement Third Word looks to acquire merchandise through a unique agreement

(taking the nature of the sale of designs into consideration) thereafter selling this merchandise

through various, acceptable and legal means.

This arrangement, would take place in three stages, and involve direct selling, the sourcing of

new retail clients for Laugh it Off, and finally, after Third Word Promotions has developed a

proven track record in the above regard, the management of order processing for major retail

clients in the Gauteng region.

Third Word Promotions believes that through this established co-operation both companies will

benefit to a greater degree than were these designs to remain the sole property of Third Word.

Much consideration has been given to the manner in which these designs can be marketed, and

Laugh it Off's ability to penetrate the market and receive the necessary publicity for its product

has featured strongly in this consideration.


The Establishment of a Sponsorship Agreement

Third Word Promotions is essentially a performance art company, founded by a poet who

requires professional representation to continue the development of his unique expression. LIOn,

as a portfolio and a sales proposal, is one such attempt to illicit the assistance in this regard from

a company it has been following with interest in the market and the media for some time.

Third Word is looking to launch a performance event, a poetry evening of colossal scope,

including both professional and amateur poets, wordsmiths, mc's and urban freestylers in a

format it hopes to develop and refine as a marketable concept in itself.

At the forefront of all planning for this event is the resurrection of slam poetry in Johannesburg.

Slam poetry is largely an american invention which promotes poetry as a competitive event with

the emphasis on audience participation. Besides slam poetry, a highly popular format, there are

other developments pertaining to this event, which are outlined in a business plan currently being

devised by Third Word.

As part of the formation of strategic alliance, central to the sale of the rights to designs, it is

requested that Laugh it Off invest in the event. The degree of investment, expressed in a monthly

sponsorship allowance, will be determined following the appraisal of the business plan.

Any sponsorship agreement will, no doubt, be structured around a supportive sales network,

where Laugh it Off merchandise is advertised, and sold, at venues hosting the evening. In this

regard, a financial obligation will realise a return in profit, and exposure for LIO,

notwithstanding the trade relationship already operating to the benefit of both concerns.

Before the release of such a document, outlining for the present one of the primary business

operations of Third Word Promotions, a non-disclosure agreement need be signed, as standard

and acceptable practice. This agreement will be included in the Appendices.

Once the format for the event has been established and refined, it is hoped that Laugh it Off,

through its various contacts, would be willing to support a sister evening in Cape Town,

franchised from Third Word for a small royalty payment.

Once entrenched in both Johannesburg and Cape Town, the event intends to facilitate slam

poetry on a national level, with the aim of preparing within the next three to five years, a South

African slam team to participate in America against active slam groups.

As a result of the event and related developments, Third Word intends to cement itself firmly in

the South African literary industry, broadening its already considerable influence to include

publishing and internet-based operations. Laugh it Off, as sponsorship partner, will realise

expose with each new development.

The proposal, in its entirety, is outlined in a prelimenary contract on the following page. As a

document its intention is merely to initiate and formalise negotiations. The terms and conditions

of sale as decribed therein are not at present binding in any way whatsoever. Third Word

Promotions would ask Laugh it Off, through its representatives, to contact Third Word at its

earliest convenience, with an amended document, in that negotions may begin in earnest.

The LIOn proposal, as described in these pages, expires on 29 February 2004.


TERMS AND CONDITIONS OF SALE

The following terms and conditions of sale pertain to the transfer of the rights to the designs contained in LIOn from Third Word Promotions CC (hereinafter called: the Seller) to Laugh it Off Promotions CC (hereinafter called: the Buyer), and would lay the groundwork for the transfer of rights to future designs presented for sale by the Seller. ARTICLE I DEFINITIONS 1.1 The rights to designs refers to rights which entitle the relevant concern to the recognition of

ownership, the commercial control, and acceptance of liability, to the designs. 1.2 The designs refer to the ideas, graphic and textual, which are presented in LIOn, and which exist

as future designs to be presented, and would include reasonable variations of such designs. 1.3 The variations of designs refer to variations of, or modifications made to designs, which bear a

resemblence to the design, whether in physical form, or based on the underlying premise, or satire, or pun, or wordplay, which distinguishes the design in question as a unique creation.

In consideration of the above definitions, and the proposal as outlined herein, on the reasonable assumption that the proposal is understood and of a legal and an acceptable nature, and further, that the Buyer is in a position to negotiate for the transfer of the rights to the designs on an expression of interest, the following terms and conditions are recorded without predujice toward either concern, and pre-emptive to the drawing of a contractual agreement to be signed between the two parties at a designated time and place before such transfer of the rights to designs can occur. ARTICLE II REMUNERATION 2.1 The Seller be compensated for the costs incurred, and other costs related to, the development of

the designs, and that this remuneration be no less than R500.00 for each design to which the rights are signed over between the two concerns.

2.2 Exclusion 2.2.1 In the event that the Buyer is not interested in acquiring the rights to a particular design, it

will be exempted from the contract in terms of the remuneration required for that design only.

2.2.2 In the event that the Buyer is not interested in purchasing any of the designs, but would view further designs for sale, it is required that the terms and conditions contained in ARTICLE 3 and 4 be satisfied before such designs are released by the Seller for viewing.

ARTICLE III THE ESTABLISHMENT OF A TRADE RELATIONSHIP 3.1 The Seller wishes to establish itself as a trading agent for the Buyer in the Gauteng region. This

would entitle the Seller to purchase and sell the Buyer's merchandise and to advertise to this effect for and on behalf of the Buyer.

3.2. This would further constitute the recognition of the Seller as a representative of the Buyer in the Gauteng region, and entail the processing of retail orders for retail outlets by the Seller on behalf of the Buyer, a service for which the Seller would receive a nominal fee.

3.3 Merchandise 3.3.1 Based on the leverage achieved by the Seller through the sale of the rights to designs to

the Buyer, and the benefit this presents to the Buyer, it is requested that the first 100 T-shirts sold to the Seller each month be conducted on a sale-on-return basis, with the cost of this sale repayable to the Buyer within 90 days.

3.3.2. The Company undertakes to pay for postage and packaging as regards any order for merchandise placed with the Supplier

3.3.3 Any order requirement of merchandise over and above the alloted 100 T-shirts per month within that month, be paid by the Seller to the Buyer prior to the processing of the order.

3.3.4. Any order, over and above and including, the first 100 T-shirts, be conducted on a bulk order purchase price structure, irrespective of whether the order is considered bulk as regards the number of artcles, or T-shirts, purchased or not.


3.3.5 Regarding T-shirts bearing the designs sold to the Buyer, the Seller be entitled to a

number of free T-shirts bearing the designs, and that these T-shirts, the exact number of free copies to be negotiated, are presented to the Seller during the placement of orders, at a further reduced price, determined to be profitable for the Buyer.

3.3.6 The Seller be entitled to place orders, for the first 100 T-shirts, and for those thereafter, according to the availability of designs owned by the Buyer, and that no restrictions be placed on the Seller concerning its orders, for example: 2.3.6.1. An order can consist of T-shirts for various designs or a single design. 2.3.6.2. No limitation on the number of T-shirts of a single design be placed on an order.

3.3.7 The Buyer provide market information on various designs, where requested by the Seller, to assist the Seller decide on the nature of its orders from the Buyer, and to be used by the Seller for this exclusive purpose.

3.3.8. The Seller reserves the right to charge below recommended retail price for T-shirts, under certain conditions, (see ARTICLE 4. Condition 4.5.).

3.4 The Seller undertakes to present its marketing plan and sales strategy for scrutiny by the Buyer before commencing with any sale of merchandise. Further, following the settlement of a trade agreement, allowing the Seller to operate as a retail and trade agent for the Buyer, all campaigns divised and marketing slogans released by the Seller remain the property of the Buyer, to be used by the Buyer during its own operations, as it sees fit.

ARTICLE 4 THE ESTABLISHMENT OF A SPONSORSHIP AGREEMENT 4.1 The Seller requires that the Buyer, as part of this sales agreement, commit itself to the

sponsorship of an ongoing performance event owned in full by the Seller. The exact nature of the sponsorship, including the monetary value of the commitment, will be determined following the presentation of a business plan by the Seller to the Buyer. The Seller will requre the Buyer sign a Nondisclosure Agreement (see appendix) relating to the presentation of this plan.

4.2 In the interests of transparency in the establishment of such an agreement, and in the interests of affecting a sale of the rights to the designs, the Seller assures the Buyer that:

4.2.1 The event will meet acceptable standards as govern professional ventures. 4.2.2 The exposure the Buyer will receive through such a venture will be considerable.

4.2.2 The value of the monetary commitment required of the Buyer will be entirely reasonable given the current circumstances exisiting between the Seller and the Buyer.

4.3 The sponsorship agreement reached between the Seller and the Buyer need be exclusive, and that no transferal of the sponsorship to an outside concern be considered by the Buyer while the Seller continues to operate a performance event for the Buyer in the Gauteng region.

4.4 The Seller be entitled to a 15% management fee, subtractable from the monthly commitment. 4.5 The Seller be entitled to market the Buyer's merchandise through this performance event below

the recommended retail price. 4.6 The Seller be permitted to invite a secondary sponsor on board during the development of the

event in order to provide members of the event with added services or performance incentives. At no stage will such a sponsor be entitled to primary coverage or recognition as the principal sponsor, the domain occupied by the Buyer.

4.7 The Seller agrees to promote the Buyer during performance events by accepting a personal sponsorship clause within the agreement that compels the representative of the Seller, namely fox, to wear the Buyer's merchandise during staged performances within South Africa and abroad, and that all Slam teams representing the Gauteng event be compelled to do the same.

4.8 Once established, the Seller, as exclusive owner of the performance event, agrees to allow the Buyer through its associates to set up a sister event in the Cape Town area, for a royalty fee paid to the Seller, to be determined once all details are finalised concerning the investment plan.

ARTICLE 5 MUTABILITY If required by the Buyer the Seller is willing to accept mutability surrounding the sale of the rights to the designs, in that the Seller will not announce publicaly that the designs originated with the Seller. All reference to the origination will be structured to denote various assistance only. The Seller does require, however, that the Seller be mentioned as an associate of the Buyer during public announcements when the names of associates are requested by the media or other concerns.


NONDISCLOSURE AGREEMENT

THE INVESTOR'S COPY This Nondisclosure Agreement between Richard Foxcroft, doing business as: Third Word Promotions (“The Company”) and Laugh it Off Promotions (“The Investor”) is entered into this __ day of _______________ 2004. Whereas The Company and The Investor are interested in exploring the possibilities of participating in a venture, partnership, or other type of business arrangement related to a business plan developed by The Company dated ____________________ 2004 (the “Plan”). NOW THEREFORE, in consideration of the mutual convenants and conditions contained in this Agreement, the parties agree as follows: In association with the discussions related to the aforementioned possible business arrangement, The Company may furnish to you, or provide you with access to, certain information or materials relating to the business of The Company, its clients, or third parties, which shall include, but is not limited to, the Plan, certain procedures, concepts, and other systems information, which is confidential in nature and proprietary to the Company. All information and materials so furnished to you, either in writing or verbally is referred to as the “Information”. Except with the written consent of The Company, the information will not be disclosed to any third party by The Investor in any manner. The Investor agrees not to use the Information except in compliance with The Company’s directions. The Investor agrees not to disclose the Information internally other than to those of its agents, principals, representatives, or employees who need to know the Information for the purpose of assisting in the evaluation of the possible business arrangement. The Investor further agrees to inform such persons of the confidential nature of the information and obtain their written agreement to be bound by the terms of this letter of agreement as though each of them were a party hereto. At the request of The Company, The Investor will promptly deliver to The Company all copies or fixed versions of the Information and no copies or abstracts of the same will be made or retained by the Investor, its agents, representatives or employees. All right, title, and interest in the Information (including, without limitation, any intellectual property rights therein) shall remain, or vest in The Company. The Investor acknowledges and agrees that in the event of the unauthorised use or disclosure of, or The Investor's failure to return to The Company the Information, money damages will be inadequate and the Company shall be entitled to injunctive relief and specific performance, as well as reasonable attorneys’ fees and other costs reasonably incurred by The Company, without prejudice to such other rights as The Company may have at law or in equity. The Investor’s obligations herein shall survive the termination of any relationship between the Investor and The Company. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. _______________________________________(Signing for The Investor) _______________________________________(Signing for The Company)


NONDISCLOSURE AGREEMENT

THE COMPANY'S COPY This Nondisclosure Agreement between Richard Foxcroft, doing business as: Third Word Promotions (“The Company”) and Laugh it Off Promotions (“The Investor”) is entered into this __ day of _______________ 2004. Whereas The Company and The Investor are interested in exploring the possibilities of participating in a venture, partnership, or other type of business arrangement related to a business plan developed by The Company dated ____________________ 2004 (the “Plan”). NOW THEREFORE, in consideration of the mutual convenants and conditions contained in this Agreement, the parties agree as follows: In association with the discussions related to the aforementioned possible business arrangement, The Company may furnish to you, or provide you with access to, certain information or materials relating to the business of The Company, its clients, or third parties, which shall include, but is not limited to, the Plan, certain procedures, concepts, and other systems information, which is confidential in nature and proprietary to the Company. All information and materials so furnished to you, either in writing or verbally is referred to as the “Information”. Except with the written consent of The Company, the information will not be disclosed to any third party by The Investor in any manner. The Investor agrees not to use the Information except in compliance with The Company’s directions. The Investor agrees not to disclose the Information internally other than to those of its agents, principals, representatives, or employees who need to know the Information for the purpose of assisting in the evaluation of the possible business arrangement. The Investor further agrees to inform such persons of the confidential nature of the information and obtain their written agreement to be bound by the terms of this letter of agreement as though each of them were a party hereto. At the request of The Company, The Investor will promptly deliver to The Company all copies or fixed versions of the Information and no copies or abstracts of the same will be made or retained by the Investor, its agents, representatives or employees. All right, title, and interest in the Information (including, without limitation, any intellectual property rights therein) shall remain, or vest in The Company. The Investor acknowledges and agrees that in the event of the unauthorised use or disclosure of, or The Investor's failure to return to The Company the Information, money damages will be inadequate and the Company shall be entitled to injunctive relief and specific performance, as well as reasonable attorneys’ fees and other costs reasonably incurred by The Company, without prejudice to such other rights as The Company may have at law or in equity. The Investor’s obligations herein shall survive the termination of any relationship between the Investor and The Company. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. _______________________________________(Signing for The Investor) _______________________________________(Signing for The Company)


Documents

LIOn - The Laugh it Off Proposal - 2004