Goods Supplied by Axxxxx to USN, SG&A Budget, Options Vesting for Converting Customers. (a) USN shall purchase, and Axxxxx shall provide, all of its requirements for jewelry, gemstone, synthetic or costume jewelry, precious metal and similar goods (“Jewelry Products”) during the USN Programming Time or otherwise exclusively from Axxxxx or suppliers introduced by Axxxxx. Similarly, USN shall purchase, and Axxxxx shall provide, all Jewelry Products sold during the Programming Time exclusively from Axxxxx or suppliers introduced by Axxxxx. USN may acquire items other than Jewelry Products from any source, and sell such items in any manner during Programming Time, during the USN Programming Time or otherwise. The obligation of Axxxxx to provide Jewelry Products is dependent upon, among other things, satisfaction by USN Television and Parent of their obligations, covenants and warranties under this agreement.
(b) During the first one month period ending October 18, 2006, Axxxxx shall be required to pay to USN the SG&A Budget of $55,000 per day. Thereafter, Axxxxx shall pay to USN 110% of the amount of the SG&A Budget. The foregoing amounts shall be paid on a daily basis as set forth in section 1.4 below and amortized over a month. USN will provide such necessary programming, administrative, call-in, order taking sales and other personnel as determined necessary by Axxxxx from time to time, provided, however, that any increases or decreases in such personnel or other resultant costs and expenses (or reductions therefrom) shall be reflected in an increase or a decrease in SG&A Budget as defined in this Agreement. Notwithstanding the foregoing, Axxxxx shall not be responsible for any liabilities above the SG&A Budget or for any other liabilities of USN whether the same relate to or accrue from SG&A or otherwise, except as set forth herein, including, without limitation, in Section 1.3(e) hereof. No amounts paid by Axxxxx to USN pursuant to this Agreement, including the cost of goods actually sold, shall be deemed a capital contribution.
(c) The term “SG&A Budget,” and therefore the amount of SG&A expenses of USN that must be paid by Axxxxx to USN hereunder, may be amended from time to time by the parties’ reasonable mutual agreement. USN may, however, incur additional expenses which would otherwise be considered SG&A expenses, provided that such expenses shall not constitute part of the SG&A Budget and shall not otherwise violate the provisions of this Agreement or result in any kind of additional liability to Axxxxx’ obligation to pay the SG&A Budge...
