EXHIBIT 10.2
DATE: April 23, 2003
TO: Xx. Xxxxxx X. Xxx
President
American IDC Corp. ("ACNI")
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
FROM: Xxxxxxx XxXxxxx
RE: Agreements between Thunder Road, Inc. and American IDC Corp
TERMINATION OF PRIOR AGREEMENT
1. The purpose of this letter is to memorialize in writing the termination
of the Agreement to Reorganize American IDC Corp. ("ACNI") dated
December 23, 2002 and executed on or about December 27, 2002.
Furthermore, it covers any and all subsequent written and/or verbal
agreements through the date of this letter that concern Thunder Road
Inc. and its officers and employees in any and all manners. Finally,
this letter covers the basis for a joint venture to be launched by both
parties.
2. This settlement agreement ("Agreement") is made as of the 23 day of
April, 2003 between Xxxxxxx XxXxxxx, a resident of Los Angeles,
California, and Thunder Road, Inc., a California corporation, and it's
officers & employees, on the one hand (collectively, "Thunder Road,
also known as MatchRanger"), and Xxxxxx X. Xxx, a resident of Beverly
Hills, California, and ACNI on the other hand, all of whom may be
hereafter be referred to as the "Parties."
3. The Parties, and each of them, warrant: (i) that no other person or
entity had or has or claims, any interest in any of the claims,
demands, causes of action, or damages covered in this Agreement; (ii)
that they, and each of them, have the sole right and exclusive
authority to execute this Agreement; and (iii) that they have not sold,
assigned, transferred, conveyed or otherwise disposed of any claim,
demand, cause of action, obligation, damage or liability covered in
this Agreement.
4. Each individual executing this Agreement on behalf of any Party
expressly represents and warrants that he/she has authority to execute
and thereby bind the Party on behalf of which he/she executes this
Agreement to the terms of this Agreement and agrees to indemnify and
hold harmless each other party from any claim that such authority did
not exist.
5. This letter confirms that neither Xxxxxxx XxXxxxx nor Xxxxxx Xxxxxx nor
Thunder Road Inc., have had and/or do not have any official capacity
with Xxxxxx X. Xxx and XXXX, nor does Xxxxxx X. Xxxxxx have any
capacity with Thunder Road, Inc. All parties, individuals and entities
covered in this letter and agreement, that were part of the terminated
agreement(s) to reorganize ACNI on December 23, 2002 and also on or
about December 27, 2002, and/or any and all subsequent written and/or
verbal agreements agree to waive any and all actions, damages, monies,
claims, legal action and/or any other means of remedy.
JOINT VENTURE
6. ACNI shall issue one million (1,000,000) shares to Thunder Road Inc.
valued at three cents (.03) a share as part of a joint venture. These
shares will be restricted under Rule 144 as follows: five hundred
thousand (500,000) shares for one year from the date of this letter and
five hundred thousand (500,000) for two years from the date of this
letter.
7. Thunder Road will cover all hosting and initial implementation costs,
with the exception of graphical element design, for two web sites
("URL's), one of which is xxx.XxXxxxxxXxxx.xxx . These sites shall be
tied into Thunder Road's backend database. ACNI has the option to put
up other URL's in this manner, on a simple "template-basis", for a
total cost of $200 per URL. ACNI shall provide all graphical elements.
8. If Thunder Road moves and/or sells any or all of it's profile database
within nine months of this agreement it will find a comparable database
and entity providing similar service under similar terms, and assist in
transferring ACNI profiles to that entity should ACNI wish to do so.
9. ACNI has the right to receive in perpetuity a full license of Thunder
Road's database software for dating sites (minus any profiles owned by
Thunder Road). However, this license does not cover third-part software
that is integrated within Thunder Road's software.
10. If ACNI does any internet marketing for any and/or all of its dating
URL's hosted by Thunder Road, then Thunder Road has the option to
handle all online marketing for ACNI's datings URL(s) for up to two
years from the date of this agreement in exchange for 15% of the gross
billed online media placed
..
11. 25% of all gross subscription fees and revenue generated by ACNI dating
and social URLs (before credit card fees) shall be paid to Thunder Road
on a bi-weekly basis. Thunder Road shall handle all customer service
needs of paid and unpaid subscribers. Payments will cease if Thunder
Road is sold and ACNI does not have access to Thunder Road profiles or
if Thunder Road stops providing its database, programs or customer
support to ACNI.
12. 20% of the total fees paid by "MyCoffeeDate" partners and other
partners shall be paid to Thunder Road on the day that ACNI requests
such URL(s) to be put up. Payments will cease if Thunder Road is sold
and the profile database is no longer shared with said database or if
Thunder Road stops providing its database, programs or customer support
to ACNI.
13. Profiles generated by ACNI are owned by ACNI and/or it's partners. If
ACNI retains Thunder Road or if Thunder Road refers and/or brings in a
party that purchases some or all of ACNI's dating assets, such as
profiles or URL's, Should Thunder Road bring in and/or refer a party
that buys out some and/or all of ACNI's assets (profiles, URL's, etc),
Thunder Road shall receive a 13% finders fee of the gross amount ACNI
receives, payable when ACNI receives the funds.
14. Thunder Road assumes no liability under any circumstance in any and all
business and partnership(s) that ACNI conducts.
15. This agreement does not cover affiliate software for ACNI or any other
third-party software ACNI may need. Should ACNI need any additional
programming done by Thunder Road or contracted programmers, XXXX agrees
to pay upfront the estimated costs based at $40 USD per hour. Overages
shall be paid within 30 days.
16. This Agreement and any documents relating to it may be executed and
transmitted to any other party by telefacsimile or scan, which
telefacsimile or scan shall be deemed to be, and utilized in all
respects as, an original, wet-inked document.
The Parties execute this Agreement as of the date first above set forth.
MATCHRANGER Xxxxxx X. Xxx
/s/ Xxxxxxx XxXxxxx By: /s/Xxxxxx X. Xxx
------------------- --------------------
Xxxxxxx XxXxxxx, an individual Name: X. Xxx
and on behalf of Thunder Road, Inc. Its: COO
Date: 04/23/03
Date: 04/23/03 Xxxxxx Xxx, an individual and on
behalf of American IDC Corp.
("ACNI")
WITNESS NAME: Xxxxxxx XxXxxxx
WITNESS DATE: 04/23/03
WITNESS SIGNATURE:/s/Xxxxxxx XxXxxxx
