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EXHIBIT 10.5(c)
NETWORK DIRECT, INC. - AMERISHOP CORPORATION
SERVICE AGREEMENT ADDENDUM
The following amendments apply to the agreement signed October 1, 1987 between
America's Buyers, Inc. (now known as AmeriShop Corporation (AC), a Delaware
Corporation, and Network Direct, Inc. (NDI), a Kansas Corporation.
1. This agreement will be brought forward from its present term, due to
expire June 1, 1996, and be extended to a new term to expire July 1,
1998. The term shall be automatically renewed for additional terms of
one (1) year each, unless either party gives written notice of its
intention to terminate the agreement at least ninety (90) days prior to
the expiration of the then current term.
2. For re-negotiating a new agreement 11 months prior to the expiration of
the current term of the NDI/AC agreement (June 1, 1995), NDI will pay
AC a one time cash fee of $175,000 for consideration of this change.
3. AC has sole discretion over individual merchandise product markup.
However, it will use its best efforts to price its merchandise
available to NDI members at a level which will result in a 0% gross
profit after all costs related to the sale are considered. Costs
related to the sale include customer relations, refunds, costs of
merchandise, freight, UPS, postage, forms, credit card fees, guarantee
of savings payments, and any other directly related costs. AC will
provide NDI a monthly report showing an analysis of the above costs.
4. AC will provide each NDI member with its standard extended warranty
program.
5. AC will guarantee a maximum 10% busy signal ratio and a maximum two
minute hold period on the telephone for all NDI members.
6. AC will provide NDI members with up to three free new car quotes a year
at no charge. Each additional yearly quote can be charged to the NDI
member at $5.00 each.
7. NDI agrees to pay AC $45.00 per NDI renewal. AC retains fulfillment
rights for NDI members under this agreement. NDI retains ownership of
these members for all purposes, including remarketing of other products
or services.
8. Y-Account (those not approved for financing) will be payable to AC at
50% of the normal membership fees. These fees will be adjusted to
actual percentage collection of principal balances received on
Y-Accounts.
9. Hours of business for NDI members will be 9:00 a.m. - 12:00 midnight
(Eastern Standard Time) Monday - Friday and 10:00 a.m. - 6:00 p.m. on
Saturday.
10. For each new membership, NDI will pay $97.50 to AC beginning on July
1, 1995. The $97.50 membership fee will apply to the first 4,000
memberships in any 12 month period commencing from July 1, 1995.
For any new memberships sold over 4,000 memberships in the
aforementioned 12 month period NDI will pay to AC a fee of $57.50.
This fee schedule will apply to each 12 month period of the 3 year term
of the agreement with the new membership fee reverting back to $97.50
on July 1, 1996 and July 1, 1997 respectively.
11. All notices under this addendum shall be in writing and shall be
sufficiently given and served upon the other party if given
personally or mailed certified to AC: Xxxxxx X. Xxxxxxx,
Chairman/CEO, AmeriShop Corporation; 0000 Xxxxxxx Xxxxx Xxxxx XX, Xxxxx
000, Xxxxx Xxxxxx, XX 00000. If to NDI: Xxxxxx X. Xxxxx, President,
Network Direct Inc.; 0000 Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxx, XX 00000.
12. NDI, as part of its exclusive agreement with AC, agrees to not market
any type of shopping service or package of services containing
a shopping service for less than a $150.00 retail price during the term
of this agreement.
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In witness whereof, the parties hereto have caused this agreement to be
executed by their duly authorized officer on July 1, 1995.
AMERISHOP CORPORATION
A Delaware Corporation
Attest: Xxxx Xxxxxx By: Xxxxxx X. Xxxxxxx
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Xxxx Xxxxxx Xxxxxx X. Xxxxxxx, Chairman/CEO
NETWORK DIRECT, INC.
A Kansas Corporation
Attest: Xxxxxxxx Xxxx By: Xxxxxx X. Xxxxx
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Xxxxxxxx Xxxx Xxxxxx X. Xxxxx, President
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