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EXHIBIT 10.2
November 18, 1997
Xxx Xxxxx
Wanderlust Interactive, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Dear Xxx,
This letter confirms the previously negotiated agreement and understanding
between Wanderlust Interactive, Inc. ("Wlust") and Kayne International, Inc.
("Kayne"), as follows:
1) Xxxxx agrees to retain Xxxxx, and Xxxxx agrees to be retained by
Xxxxx to perform research and management advisory services as may be
reasonably requested by Xxxxx with respect to Company operations,
restructuring, and corporate finance over the period of September, 1, 1997
to March 1, 1998 ("Initial Engagement Period"). Wlust and Xxxxx may
mutually agree to extend the Agreement for additional periods. In absence
of such an agreement, this Agreement shall remain in effect until March 1,
1998.
2) Upon execution of this Agreement Xxxxx agrees to pay Xxxxx at a rate
of $1,500 per day for time charged under this contract, with payment in
advance in amounts as may be requested by Xxxxx and agreed to by Xxxxx.
The initial payment shall be $25,500 due upon execution of this Agreement
to cover 17 consulting days for services to be performed on Xxxxx's behalf
as requested by Xxxxx during the Initial Engagement Period. It is agreed
that as of the date of this Agreement, Xxxxx has performed 2 1/2 days of
consulting services which shall be counted against the initial 17 days.
3) Xxxxx agrees to reimburse Xxxxx for travel, office, and other
out-of-pocket expenses incurred on Xxxxx's behalf. Xxxxx agrees to spend
no more than $100 on out-of-pocket expenses without prior Wlust approval.
4) Xxxxx, in consideration of the remuneration stated above, agrees
to provide corporate research and management advisory services to Wlust
subject to the representations and warranties in this Agreement. Kayne and
its personnel shall comply with all applicable statutes, rules and
regulations governing all aspects of the services to be performed under
this Agreement. Wlust understands and acknowledges that Xxxxx cannot
guarantee that the services provided hereunder will achieve any particular
objective or fulfill any specified goals. Xxxxx further understands and
acknowledges that Kayne is not registered or licensed as an investment
advisor, securities broker, or financial planner.
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Other than the foregoing express warranties, Kayne makes no warranties
with respect to the quality of the services to be provided hereunder or
any results to be achieved, and hereby expressly disclaims the
existence of any such representations or warranties including without
limitation and implied warranties of fitness for a particular purpose.
Kayne shall have no liability for any indirect, incidental or
consequential damages suffered by Xxxxx as a result of, or any failure
on the part of Xxxxx in the performance of its duties hereunder.
5) Either party may terminate this Agreement upon 10 day written
notice, upon which Wlust shall pay Kayne any amounts due for work
performed and unreimbursed expenses outstanding after credit (if any)
for the initial payment. Any notice required to be given pursuant to
this Agreement shall be deemed given and serviced when such notice is
deposited in the United States Mail, first class, certified or
registered, and addressed to the principal offices of the parties as
they appear on this Agreement, unless a written change of address
notification has been sent and received.
6) Neither party may assign its rights or duties under this
Agreement without the express prior written consent of the other party.
This Agreement shall be interpreted and construed in accordance with
the laws of the State of California. The parties agree that
jurisdiction and venue of any dispute arising hereunder shall be in San
Francisco, California. In case of litigation regarding this Agreement,
losing party agrees to pay reasonable legal costs of the prevailing
party, including attorney's fees.
7) Each person executing this Agreement has the full right, power,
and authority to enter into this Agreement on behalf of their
respective organizations. This Agreement shall constitute the entire
agreement between the parties with respect to the subject matter
hereof. The parties hereto acknowledge and agree that there are no
conditions, covenants, agreements and understandings between or among
any of them with respect to the subject matter hereof except as set
forth in this Agreement.
Sincerely, ACCEPTED:
/s/ XXX XXXXXXX /s/ XXX XXXXX
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Xxx Xxxxxxx Xxx Xxxxx
Xxxxx International, Inc. Wlust Communications, Inc.
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April 21, 1998
Xxx Xxxxx
Wanderlust Interactive, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Dear Xxx,
This letter extends the agreement and understanding between Wanderlust
Interactive, Inc. ("Wlust") and Kayne International, Inc. ("Kayne") as defined
in the letter agreement of November 18, 1997 ("Agreement"), as follows:
1) Wlust and Xxxxx mutually agree to extend the Agreement for an
additional period beyond the Initial Engagement Period to September 1,
1998.
2) Xxxxx agrees to pay Xxxxx 120,000 common shares to cover unpaid
professional fees due for services performed on Wlust's behalf in lieu
of immediate cash payment. Xxxxx further agrees to cash reimbursement
of Xxxxx travel, office, and other out-of-pocket expenses incurred on
Xxxxx's behalf, of which $3,750 are due and payable immediately.
3) All other terms and conditions of the Agreement shall remain in
force without modification.
Sincerely, ACCEPTED:
/s/ XXX XXXXXXX /s/ XXX XXXXX
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Xxx Xxxxxxx Xxx Xxxxx
Xxxxx International, Inc. Wlust Communications, Inc.
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AMENDMENT TO LETTER AGREEMENT
THIS AMENDMENT TO LETTER AGREEMENT ("Amendment") is deemed to have been
made and entered into as of August 31, 1998, between ADRENALIN INTERACTIVE,
INC., a Delaware Corporation formerly known as Wanderlust Interactive, Inc.
("Adrenalin"), and KAYNE INTERNATIONAL, INC. ("Kayne").
RECITALS
X. Xxxxxxxxx and Xxxxx are parties to that certain letter agreement,
dated November 18, 1997, as amended by that certain letter, dated April 21,
1998, relating to Xxxxx's rendition of consulting services to Adrenalin
(collectively the "Letter Agreement").
B. The parties hereto now desire to further extend the Letter Agreement
on the terms and conditions hereinafter set forth.
TERMS AND CONDITIONS
NOW, THEREFORE, the parties hereto agree as follows:
1. Extension of Agreement. The parties hereto agree that the term of the
Letter Agreement shall be further extended through and including December 31,
1998.
2. No Other Amendments. Except as extended hereby, the terms and
provisions of the Letter Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
"Adrenalin" "Kayne"
ADRENALIN INTERACTIVE, INC. KAYNE INTERNATIONAL, INC.
By: /s/ Xxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxx Xxxxx Xxxxxx X. Xxxxxxx
Executive Officer authorized representative
