EXHIBIT 10.32
Paymentech & Co.
January 18, 1999
Page 1
MEDIA FUNDING CORPORATION
0000 XXXXXX XXXX.
0XXX XXXXX
XXX XXXXXXX, XX 00000
January 18th, 1999
Paymentech Merchant Services, Inc.
0 Xxxxxxxxxxxx Xxxxxxxxx
Xxxxx, XX 00000
Dear Sirs:
This letter is attached to and made a part of that certain Media
Funding and Servicing Fee Agreement (the "Agreement") by and between the
undersigned and Media Funding Corporation, a California corporation (the
"Corporation").
The undersigned hereby agrees and acknowledges as follows:
1. As of the date hereof the undersigned has entered into an
agreement with you (Paymentech") to process all credit card payments made in
connection with the sale of the Produce (the Backstroke Massager).
2. From time to time Corporation will submit to you a statement (the
"Statement") regarding the amounts payable (any and all such amounts being
hereafter referred to as the "Applicable Amount") by the undersigned to
Corporation pursuant to the Agreement. Without limiting the generality of what
may be included in any Statement, the Statement will include information
regarding the media costs advanced by Corporation on behalf o the undersigned.
The Statement shall be in summary form and shall be sent concurrently to the
undersigned.
3. The undersigned hereby directs Paymentech to pay to Corporation an
amount equal to the Applicable Amount. Such payment shall be made from monies
collected by Paymentech or otherwise available to Paymentech as a result of the
net proceeds originating from credit card transactions of viewers of the
broadcast of the undersigned's infomercial or direct response television
commercial title The Backstroke Massager. Paymentech shall make such payment as
soon as practicable after receipt of each Statement (and in all cases within
three (3) business days after such receipt) so long as proceeds are available.
Payment to Corporation shall take precedence over all other payments except for
Paymentech's fee for the services rendered by Paymentech to the undersigned,
subject to any reserves required by Paymentech. If payment to Corporation is not
made because the net credit card proceeds are insufficient, payment to
Corporation will be made as soon as practical thereafter. With respect thereto
Corporation is a third party beneficiary of the Paymentech's agreement with the
undersigned.
4. This letter constitutes the undersigned's irrevocable direction to
have the Applicable
Amount paid by Paymentech to Corporation as provided herein without further
instruction or direction from the undersigned.
5. Pursuant to the Agreement, the undersigned granted a security
interest (the "Security Interest") to Corporation in all monies received by any
credit card processing company in connection with such credit card processing
company's activities on behalf of the undersigned. Paymentech hereby consents to
the grant of the Security Interest, provided that the Security Interest shall be
junior only to any security interest which Paymentech may require from
undersigned to secure the payment by undersigned of fees, chargebacks, refunds
and reserves, charged directly by Paymentech to undersigned.
6. Corporation and the undersigned both agree to indemnify and hold
harmless Paymentech for any action taken against Paymentech in accordance with
the terms of this letter.
7. The undersigned hereby instructs Paymentech to list below all
merchant account numbers for the undersigned used to process transactions for
the Show (The Backstroke Massager).
#____________________ #_____________________
#____________________ #_____________________
Please acknowledge your receipt of this letter and your agreement to
comply with the terms hereof by signing the enclosed copy of this letter and
returning it to the undersigned.
Very truly yours,
By:/s/ Xxxxx Xxxxxx
-----------------------
XXXXX XXXXXX
Its: President
AGREED TO AND ACCEPTED: AGREED TO AND ACCEPTED:
PAYMENTECH MERCHANT SERVICES, INC. NATIONAL BOSTON MEDICAL, INC.
By:_/s/Xxxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxx
---------------------- ---------------------
XXXXXXXX XXXXXX XXX XXXXX
Its _____________________ Its: President
