EXHIBIT 10.6
ONLINE ENTERTAINMENT, INC. Tel: 000-000-0000
0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 0-000-000-0000
Xxxxxxxxx, Xxxxxxxx 00000 Fax: 000-000-0000
August 20, 1997
Xxxxxxx X. Xxxxx
0000 Xxxxxxx Xx.
Xx Xxxxx, XX 00000
RE: Consulting Letter of Agreement
Dear Xx. Xxxxx,
The following sets forth the terms whereby OnLine Entertainment, Inc., will
employ your services on a consulting basis. For this initial period where your
time requirements are likely t be smaller, you will xxxx OnLine for services
rendered at the rate of $100.00 per hour. For every hour of service invoiced,
OnLine will issue to you $200.00 worth of restricted common stock. OnLine will
issue these shares on a quarterly basis. The price of this issued stock will be
determined based upon the average trading price during the three (3) month
period that corresponds with the period of work performed. In essence, the
number of shares issued will be determined at the rate of one-half of the
average trading price of stock over said three month period.
Should OnLine's requirements for your time dramatically increase, we agree that
we will determine a different schedule of compensation that will be mutually
acceptable.
OnLine Entertainment looks forward to a long and mutually rewarding
relationship. I believe that you offer substantial benefits to our efforts.
My signature below demonstrates OnLines agreement and approval of the terms of
our agreement as stated in the body in this letter. Please signify your
agreement by signature below and return on original copy to me.
OnLine Entertainment, Inc.
/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
President
Approved on this 25 day of August, 1997
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
132
XXXXX AND ASSOCIATES MEMORANDUM
Engineering Consultants Since 1976 XXXXXXX X. XXXXX
(000) 000-0000
Xxxx X. Xxxxxxxx 14 April 98
President
OnLine Entertainment, Inc.
0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Phone No. 000-000-0000 (000-000-0000)
FAX No. 000-000-0000
SUBJECT: Proposal for Test and Analysis of OnLine Entertainment's
PFC module and Power Supply
I would be pleased to perform an Analysis of the OnLine Entertainment's 500 to
1000 watt power supply. The initial tasks will concentrate on the PFC front-end
(Power Factor Correction Module), but I have included some other areas that
could also be addressed at this time. This letter describes a proposal for
Engineering tasks necessary for performing this testing and analysis to provide
best design practices for meeting CE xxxx and UL requirements. The work will be
performed directly for Xxxx X. Xxxxxxxx and/or anyone he designates (Xxxxx,
etc.).
This supply will have a universal AC voltage input of 90 to 250 V AC at 50 or 60
Hz. The supply would have one or more DC outputs in the rage of 3.3 to 48 volts
DC. A second generation of this supply might be designed for load sharing so
that redundant power supplies could be used on the same load for high
reliability.
The major objectives of the test and analysis are briefly described as follows:
1. Perform electrical load, efficiency and thermal testing of the
PFC module. this would include running the module at various
voltages (90 to 256 Vac), temperatures (-20 to 000 Xxx. C),
and loads (0%, 10%, 50% and full load) and measuring its
performance.
2. For the entire power supply, perform a review of the
electrical schematics and mechanical layout and recommend
improvements in design for the purpose of meeting CE xxxx
requirements. This will include: Safety, ESD, EMI, emitted and
conducted radiations.
3. Develop a Specification for the product (POWER SUPPLY) that
will be used as design criteria. This will assist Xxxxx and
others in selecting proper parts base on operating
environment, various loading conditions, maximum and minimum
input voltage and other parameters effecting the design. Also
include recommendations for power supply protection, load
regulation and Ripple and Nose. Include a list of pertinent
specifications where applicable.
4. Perform a thermal analysis by calculating the temperature rise
of the critical electrical and electronic parts. Recommend
changes to reduce the temperature rise and improve
reliability.
Engineering Analysis at the Company Headquarters:
XXXXX AND ASSOCIATES
0000 Xxxxxxx Xx, Xx Xxxxx XX 00000
Voice (000) 000-0000 Fax (000) 000-0000
OnLine Entertainment, Inc. 16 July, 1998 Page 1
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The tasks are as follows and result in a schedule to completion of 40 calendar
days after award of contract. The tasks are divided into 4 phases and are
briefly described as follows:
Xxxxx 0 Perform electrical load, efficiency and thermal testing of
the PFC module.
10 days ARO, 32 Hrs. ($3200.).
Phase 2 Review electrical schematics and mechanical layout
and recommend improvements in design for the purpose
of meeting CE xxxx requirements.
20 days ARO, 12 Hrs. ($1200.).
Xxxxx 0 Develop a Specification for the POWER SUPPLY to be used as
design criteria. Include a list of pertinent specifications
where applicable.
30 days ARO, 12 Hrs. ($1200.).
Xxxxx 0 Perform a thermal analysis by calculating the temperature
rise of the critical electrical and electronic parts.
40 days ARO, 12 Hrs. ($1200.).
Each Phase will be independent and will have a short technical data package to
explain the results.
All work will be performed by me except for some typing which may be contracted
out. The Microsoft word and excel disks will be delivered to you to insure
correct style and to have documentation on magnetic media. The work will be
performed at the Xxxxx and Associates facility except as noted in this proposal.
The total labor costs for three phases will not exceed $6800.00. This cost
figure is based on a maximum of 68 hours (8.5 days) of my consulting time at
$100.00 per hour.
No travel costs are expected. However, any travel to Colorado must be pre
approved (Signed Travel Authorization Form). This travel will be billed at the
allowable (and actual) rates for transportation, meals and lodging. An
additional 2 hours of labor will be changed for a 1 day out of San Diego.
I have my own small test facility and the cost of using the equipment is
included in the labor charges of Task one above. No other costs, fees or
expenses will be charged to or billed to you. Any phase may be stopped at
anytime by you and only one phase will be worked on at one time.
All data and drawings are proprietary and will not be provided to anyone other
than who you designate in writing.
The above bid includes all costs. You will be billed after each phase (net 30
days). Per our letter of agreement, I will xxxx you at the rate of $100.00 per
hour. For every hour of service invoiced, OnLine will issue me $200.00 worth of
restricted common stock. OnLine will issue these shares on a quarterly basis
based on an average value of the stock traded.
I will be reporting to both yourself and others as you request.
OnLine Entertainment Inc. 16 July, 1998 Page 2
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It is a pleasure to submit the above proposal to you and if you have any
questions please contact me at Ph. Nos. 000-000-0000 or 459-6504.
Sincerely Yours,
Xxxxxxx X. Xxxxx
Registered C.E. & E.E. (CA)
REE No. 8614, RCE 22955
OnLine Entertainment Inc. 16 July, 1998 Page 3
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