JOINT VENTURE AGREEMENT
THIS AGREEMENT, made and entered into in the city of Denver, Colorado by
and between LINKS, LTD., hereinafter called "LINKS" wherever the context
hereof so requires or admits and; X. X. XXXXX hereinafter called "X.X. XXXXX"
wherever the context hereof so requires or admits and; _____________________
hereinafter called "_____________", wherever the context hereof so requires or
admits. Executed on this 1st day of SEPTEMBER 1, 1997.
WITNESSES
WHEREAS, LINKS has exclusive license rights, ideas, plans, concepts on a
Software Vending Center of a proprietary nature, and desires to market and
administer the sales of this proprietary product called "Kiosk", together with
_________________ upon the terms and conditions hereinafter.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, it is agreed as follows:
1. Plan of Marketing: The parties hereto will provide product sales
through the Software Centers located in specific approved retail sites
identified in Exhibit "A" hereto attached.
2. Administration: An office will be maintained in Denver, Colorado and
at all times will maintain computerized records of all business transactions
of the Joint Ventured products.
3. Earnings Dispersement: The parties hereto shall divide the profits
after expenses in equal percentages and will be dispersed when all product
sold have been paid for and within ten days from the date of the closing of
the calendar months business.
4. Equipment Charges: The total price for 10 Software Centers delivered
to the approved sites is Five hundred thousand dollars ($500,000.00). (The
final equipment to be delivered pursuant to this joint venture agreement may
change the price of each Individual Kiosk and will be determined by the final
Kiosk capability, i.e., CD Music Disk Duplication and vending capability.
However, the total dollar amount will not change but the amount of units
delivered may change based on the final price.)
5. Plan of Payment: The Principal Partner X.X. XXXXX to the Joint Venture
Agreement will pay $20,000 at the signing of this agreement. The Principal
Partner will sign a promissory note for $430,000 which is the balance owed
after the deposit. The note will be debt serviced during the first eighteen
months from the earnings in the amount of 80% of the profit after expenses
until the note is completely paid.
6. Tax Credit: LINKS will pass any tax credit that may be applicable
under IRC Section 179 to The Principal Partner (X.X. Xxxxx) to the Joint
Venture Agreement.
7. Location: The location for the Software Center will be at the
discretion of LINKS and will be considered a premium location by the standards
of previous beta testing that has been completed.
8. Construction: This agreement and all conditions hereto has been
executed in the state of Colorado and shall be construed pursuant to the laws
thereof.
9. Notices: Any notice which any of the parties hereto may desire to
serve upon any of the other parties hereto shall be in writing and shall be
conclusively deemed to have been received by the party to whom addressed if
mailed, postage prepaid, United States Registered Mail, to the following
addresses:
__________________________________________________
__________________________________________________
__________________________________________________
10. Modification and Assignment: This agreement may not be amended,
modified or assigned, in whole or in part, except by an instrument in writing
executed by all of the parties hereto.
11. Successors in Interest: This agreement shall be binding upon and
inure to the benefit of the heirs, successors, representatives and assigns of
the parties hereto.
10. Counterparts: This agreement may be executed in multiple
counterparts, each of which shall be deemed a duplicate original.
11. Integration: This agreement represents the sole agreement of the
parties with respect to the subject matter hereof, and all other agreements,
written or oral, are hereby revoked
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and date first hereinbefore set forth
LINKS, LTD X.X. XXXXX
BY: /s/ D.Xxxxxxx Xxxxxx By: /s/ X.X. Xxxxx
