EXHIBIT 10(2)
May 18, 1999
Xx. Xxxxx Xxxxxxx
Virtual Communities 000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxx:
We have agreed in principle to a cashless exchange of services between
Continental Airlines. Inc ("Continental") and Virtual Jerusalem Ltd. ("VJ").
This letter, when signed by both parties, will serve to confirm that agreement
(hereinafter called the Agreement).
For its part, VJ agrees to provide:
1) One year prominent exposure on Virtual Xxxxxxxxx.xxx providing a minimum of
500,000 ad impressions per month (weighted in content and/or geographic
areas desired by Continental), a minimum of 6 million total Impressions;
2) Sponsorship of the "Top Ten Guide" on the Destination Israel channels,
including a minimum of 36 days of channel homepage advertorials;
3) One year prominent exposure on Virtual Holy Xxxx.xxx providing a minimum of
50,000 ad Impressions per month (weighted in content and (or geographic
areas desired by Continental) a minimum at 600,000 total impressions; 4l
Permanent Continental advertising banner on Zion Traveler page of
xxx.xxx.xxx
5) Travel Category exclusivity to Continental;
8) Production (with Blue Marble direction) of a Continental "portal page";
7l Reasonable banner and billboard production as requested.
8) Official sponsorship mention and logo inclusion in any Virtual Jerusalem
advertising campaigns and/or sweepstakes
9) Inclusion in VJNews newsletter dispatch, as often as Continental desires to
participate; and
la) Weekly traffic reports, in a mutually acceptable format.
For the above consideration, Continental will provide one hundred fifty (150)
Positive-Space Transportation Authorization Certificates valid for round trip
economy class air transportation on Continental Airlines between Newark, N.J,
and Tel Aviv, Israel.
All travel is subject to the terms and conditions printed on each certificate,
and to Continental's Contract of Carriage, which are incorporated herein by
reference. Certificates are valid for travel through December 31, 2000, and will
not be extended. Travel will be booked in "Q" class. which is capacity -
controlled and not be available on all flights and/or dates. The following peak-
period blackout dates apply and are subject to change with out notice: 1989:
1AUG - 13SEP(travel permitted Monday - Thursday only), 10DEC - 31DEC. 2000: 1
JAN - 9 JAN, 8APR - 30APR. 16JUN - 10SEP (travel permitted Monday - Thursday
only), 8DEC - 31DEC.
Travel certificates will be distributed to VJ in one-third allotments (50-
50-50) every four months. After the initial four-month period, Continental will
evaluate the delivery, service, and overall performance of all elements of the
agreement, as outlined above. If for whatever reason the deliverables are not
met, Continental will asses the deficiencies, and reserves the right to
discontinue the agreement without further obligation.
Not included in Continental commitment are: Upgrades to Business First
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class including OnePass' mileage redemption. or paid upgrades; non-member use of
Continental's Presidents Club' or other airport lounges, merchandise or
souvenirs, etc., in-flight air-to-ground telephone calls, and/or any other items
not specifically described above, OnePass mileage will not earned for free
travel.
This Agreement will be effective as of the latest date the Agreement is
accepted by all parties hereto and will terminate, except with respect to those
obligations identified herein as surviving termination, upon the completion by
both parties of respective obligations created hereunder.
If any provision of the Agreement is held to be illegal, invalid or
unenforceable, under present or future laws effective during the term hereof,
such provision shall be fully severable. This Agreement shall be construed and
enforced as if such Illegal, invalid or unenforceable provision had never
comprised a part hereof and the remaining provisions shall remain in full force
and effect and shall not be affected by illegal, invalid or unenforceable
provision or by its severance here from. In lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as part hereof a
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid or enforceable.
This agreement is to be governed in all respects and construed in
accordance the laws of the State of Texas.
This Agreement constitutes the entire Agreement between VJ and Continental
and supersedes any and all prior agreements or representations. Whether oral or
written pertaining to the subject matter hereof. The parties represent that they
have relied upon no representations of the other except as expressly stated
herein. This Agreement may not be modified, released or discharged except in
writing executed by a duly authorized representative of both parties
If the above correctly reflects your understanding of our Agreement. Please
sign below and return this original to me, retaining a copy for your files.
/S/ Xxxxx X. Xxxxx
Xx. Vice President, International
Continental Airlines, Inc.
/S/ Xxxxx Xxxxxxx
Advertising Sales Manager
Virtual Communities, Inc.
