Agreement/see Level Advertising, Inc.

SETTLEMENT AGREEMENT
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This Agreement is made this 25th day of July 1996, by and between Medallion Taxi Media, Inc., a New York corporation with offices at 205 East 42nd Street, New York, New York ("MTM or "Buyer") and See Level Advertising, Inc. and See Level Management, Inc., New York corporations, with offices c/o Glenn Gruman, 215 East 68th Street, New York, New York (collectively "See Level" or "Seller").


RECITAL
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WHEREAS, MTM and See Level are presently parties to a litigation pending in the Supreme Court of the State of New York in and for the County of New York under Index No. 96-600739 (the "Litigation"); and


WHEREAS, MTM and See Level desire to settle and resolve all of the outstanding disputes between them in the Litigation and provide for MTM to acquire certain assets relating to Seller's taxi-top advertising business (the "Business") on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, the parties hereby agree as follows:


1. Settlement of Litigation: Simultaneously with the execution of this
-------------------------- Agreement, See Level and MTM shall fully settle and resolve the Litigation and all other claims and disputes between them, whether asserted or unasserted, by executing and


delivering: (i) mutual general releases, in the forms annexed hereto as Exhibits 1(a), (b), (c) and (d); and (ii) a stipulation discontinuing the Litigation between MTM and See Level with prejudice, in the form annexed hereto as Exhibit 2.


2. Sale of Assets: In consideration of MTM's payment of $427,000.00, by
-------------- bank or certified check, simultaneously with the execution of this Agreement, MTM shall buy and See Level shall sell, assign, transfer and convey to MTM all of its right, title and interest in and to the following assets (the "Assets"), which Assets shall be delivered to MTM free and clear of any and all security interests, liens and encumbrances of any kind or description whatsoever (the "Liens"): (a) 450 illuminated taxi-top advertising displays (the "Signs") properly and legally installed on the taxis bearing the New York City taxi medallion numbers listed on Schedule A attached hereto; (b) contracts with taxi fleet operators (the "Operators") listed on Schedule B attached hereto (the "Contracts"); (c) any and all agreements with advertisers (the "Advertising Contracts") respecting the placement of advertisements on the Signs, subject to MTM's acceptance of the terms and conditions of any such agreements; and (d) the tradenames, trademarks and servicemarks "See Level Advertising" and "See Level Management" and any other similar marks associated or used with the operation of the Assets (the "Trademarks"). Simultaneously with the execution of this Agreement, See Level shall deliver the Assets to MTM along with


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the following documents to MTM evidencing the transfer of the Assets to MTM: (i) a bill of sale for the Signs, in the form annexed hereto as Exhibit 3; (ii) assignment of the Contracts, in the form annexed hereto as Exhibit 4; (iv) letters to the Operators advising them of MTM's acquisition of the Signs and See Level's assignment of the Contracts, in the form annexed hereto as Exhibit 5; (iii) assignments of the Advertising Contracts, if any, in the form annexed hereto as Exhibit 6; and (iv) assignments of the Trademarks, in the forms annexed hereto as Exhibits 7 (a) and (b). In addition, upon execution of this Agreement, See Level's attorney shall deliver to MTM an undertaking to file within two (2) business days name change amendments to the certificates of incorporation with respect to all See Level entities, in the forms annexed hereto as Exhibits 8 (a) and (b). The parties hereto acknowledge that any claims and/or causes of action that See Level may have against any third parties and any revenue due See Level that remains outstanding as of the date hereof, other than revenues attributable to the Advertising Contracts being assigned pursuant to Exhibit 6 hereto, are not part of the Assets nor are these claims and revenues being sold or transferred pursuant to this Agreement, and that See Level shall retain full rights to the aforementioned claims and revenues.


3. Non-Competition Agreement: For a period of two and one-half (2 1/2)
------------------------- years (i.e., 912 calendar days) from the date of


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the execution of this Agreement, See Level shall not engage in, directly or indirectly, as principal, agent, employee, consultant or otherwise in the taxi- top advertising business: (a) in metropolitan areas in the United States of America in which MTM conducts business or; (b) in metropolitan areas in the United States with populations of 1,000,000 persons or more, including, without limitation, the following United States greater metropolitan areas: New York, Boston, Atlanta, Chicago, Miami, Los Angeles and Philadelphia. The terms of this paragraph shall survive the closing.


4. Right of First Refusal: MTM shall have a right of first refusal to
---------------------- purchase any taxi-top advertising business that See Level may establish outside of the United States and seek to sell within two and one-half (2 1/2) years (i.e., 912 calendar days) from the date hereof (the "New Business"). In the event that See Level establishes any New Business and See Level receives a bona fide written offer to purchase the New Business or substantially all of its assets from a third party (the "Offer"), which See Level has decided to accept, MTM shall have the right to purchase the New Business on the same terms and conditions as set forth in the Offer. Within ten (10) days of receipt of the Offer, See Level shall provide MTM with a true copy of the Offer, by certified mail, return receipt requested, and within thirty (30) days of MTM's receipt of said Offer from See Level, MTM may exercise its right of first refusal by


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notifying See Level, in writing, of its intention to purchase the New Business on the same terms and conditions set forth in the Offer and delivering its check for ten percent (10%) of the purchase price set forth in the Offer, which shall be held in escrow by See Level's attorneys pending execution of a formal contract of sale embodying the terms of the Offer. If MTM does not timely exercise its right of first refusal, See Level may sell the New Business strictly in accordance with the terms of the Offer to the third party offeror. If no such sale is consummated within sixty (60) days of the expiration of the thirty (30) day period, then See Level may not sell the New Business without complying with the terms and provisions set forth above. The terms of this paragraph shall survive the closing.


5. Indemnification Agreement: See Level shall indemnify, defend and hold
------------------------- MTM harmless from and against any and all claims, actions, damages, judgments, costs and expenses (including reasonable attorneys' fees and disbursements) incurred by MTM: (a) arising solely out of any claims asserted by any person or entity relating to the operation, maintenance and ownership of the Assets prior to the date of the closing of the Settlement Agreement; and (b) as a result of or attributable to any misrepresentation or breach of any representation, warranty, covenant, or agreement herein (including, without limitation, provisions on applicable bulk transfer laws ...