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EXHIBIT 10.19
XxxXxxxx.xxx, Inc.
0000 Xxxxx Xxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX 00000
February 2, 2000
Xx. Xxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxx. 00000
Via E-mail: xxxxx@xxxxxx.xxx
Dear Xx. Xxxxxxxxx,
This letter will evidence our mutual understanding and agreement with
respect to the strategic alliance (the "Strategic Alliance") between
XxxXxxxx.xxx, Inc., a Delaware corporation (the "Company") and Xxxxxxx Xxxxxxxxx
Inc. ("Purchaser") a Delaware corporation.
1. Purchase of Company Common Stock by Purchaser.
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(a) Purchaser hereby agrees to purchase 153,218 shares of the
Company's common stock, par value $.01 per share (the "Common
Stock"), pursuant to a Subscription Agreement (in the form
attached hereto as Exhibit A) for $1,500,004.22 in cash.
2. Other Obligations and Agreements.
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(a) Use of Names. Neither party to this agreement may reference the
other party to this agreement in presentations, advertising,
promotions or other published information without the other
party's prior consent (which consent shall not be unreasonably
withheld); provided, however, that either party may make such
disclosure if in the reasonable opinion of such party's counsel
such disclosure is required by law under the circumstances.
(b) Advertising and Information Agreement. The Company will purchase
information content, advertising and other promotional material
and services from Purchaser, or Purchaser's designee, in amounts
totaling at least $500,000.00 during the two-year period
beginning January 1, 2000. Each item of content, advertising or
other service will be priced from time to time as mutually agreed
by the parties.
3. Miscellaneous.
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(a) The Strategic Alliance, this letter agreement and all
documentation contemplated by this letter shall be governed by
the laws of the State of Texas, without regard to any conflict of
laws principles.
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(b) Each of Purchaser and the Company will bear its own costs and
expenses of the preparation of the documentation and performance
of the obligations set forth in this letter.
If this letter correctly sets forth our understanding, please indicate
your acceptance by executing this letter in the space provided below.
Very truly yours,
XxxXxxxx.xxx, Inc.
By: /s/ XXXX X. XXXXXXXXXX
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ACCEPTED AND AGREED TO
THIS 11th DAY OF FEBRUARY, 2000:
XXXXXXX XXXXXXXXX INC.
By: /s/ XXXXX X. HORBACZWESKI
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Name: Xxxxx X. Horbaczweski
Title: Senior Vice President and
General Counsel
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