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EXHIBIT 10.5
XXXXXX.XXX INC.
This Agreement entered into this 16th day of August 1999 between Xxxxxx
Xxxxx ("Athlete") and XxxXxx.xxx Inc. (the "Company").
A. Athlete Agrees to:
1. Serve as a Member of the Company's Sports Advisory Board.
2. As a member of said board the Athlete shall allow the Company
to use the Athlete's name for promotional purposes during the
term of this Agreement to promote the Company's Internet
website but not any specific products without the prior
written approval of Athlete.
3. The Athlete will make himself available for two (2) hours per
month for live online chats on the Company's Internet website
on dates and at times mutually agreeable to Athlete and the
Company.
4. The Athlete will sign sports memorabilia as requested by the
Company during the term of this Agreement and grants to the
Company the right to market said memorabilia but Athlete has
the right to approve all such memorabilia as to quality and
content. Such approval by Athlete shall not be unreasonably
withheld. No item bearing Athlete's name or likeness will be
sold by the Company without Athlete's written approval.
B. The Company Agrees to:
1. Issue to the Athlete as of the date of this Agreement 20,000
(twenty thousand) shares of common stock of the Company for
serving on its Advisory Board.
2. Use its best efforts to create and market memorabilia signed
by the Athlete on behalf of the Company pursuant to Section
A(4).
3. Issue to the Athlete, or his nominee, as of the date of his
Agreement an additional 10,000 (ten thousand) shares of
common stock in the Company for the rights granted under
Section A(4) of this Agreement.
4. Pay to the Athlete 70% (seventy percent) of the gross
proceeds (gross sales price less actual costs of goods only)
of all memorabilia sold by the Company pursuant to this
Agreement. Payment to be made monthly on the tenth day of
each month for all memorabilia sold in the previous month.
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5. Upon the signing of this Agreement pay to the Athlete $25,000
(twenty five thousand dollars) as an advance against any
amounts due to the Athlete for sports memorabilia sold
pursuant to this Agreement.
C. The Parties Agree:
1. The term of this Agreement shall be two years and shall be
renewable annually at the mutual agreement of the parties.
2. That should the amounts due to the Athlete under Section B(4)
of this Agreement not total $25,000 (twenty five thousand
dollars) during the term of this Agreement, the Athlete shall
nonetheless be entitled to retain the entire amount of
$25,000 (twenty five thousand dollars) as additional
compensation providing that no material provision of this
Agreement has been breached by Athlete and not cured by
Athlete within 30 days after receiving written notice of such
breach from the Company.
3. The Athlete shall not be precluded from signing memorabilia
for any non-commercial purpose, but may not sign any
memorabilia for compensation during the term of the Agreement
except on behalf of the Company or with the Company's
approval in writing. The Company will not unreasonably
withhold such consent. Notwithstanding this Agreement,
Athlete may: (i) sign any memorabilia pursuant to any
agreement entered into before the date of this Agreement;
(ii) participate in major league baseball's "All Century Team
Program" otherwise known as "the All Century Celebration";
(iii) participate once in each year in any 1975 and 1976 Big
Red Machine reunions or similar Big Red Machine promotions;
(iv) sign and/or sell Athlete's memorabilia on Athlete's own
website and Athlete will work with the Company to link such
website with Company's website; and (v) participate in the
pending five all time greatest catchers promotion including
show, picture and poster. Athlete will use his best efforts
to obtain 25 memorabilia items from each program in which he
participates under (iii) and (v) above for sale by the
Company for which Athlete will be compensated under B(4).
4. The Company hereby covenants and agrees to (i) register its
common shares under the Securities and Exchange Act of 1934,
as amended, and (ii) register the Shares awarded pursuant to
Section B(1) and (3) (the "Shares") to Athlete pursuant to an
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effective Registration Statement on Form S-8. In the event
the Company fails to satisfy the foregoing covenants on or
before December 1, 1999 Athlete shall have the right, at his
option, to terminate this Agreement upon written notice to
the Company at any time prior to December 31, 1999, in which
event the stock issuance shall be voided and the Shares
returned by Athlete to the Company; provided however, Athlete
shall be entitled to retain or receive all other amounts paid
or payable under this Agreement. In the event Athlete does
not elect to terminate this Agreement, this Agreement shall
remain in full force and effect, provided that the
exclusivity provisions contained in Section C(3) shall be
terminated and of no further and effect on and after December
1, 1999.
5. The Company covenants that to date it has not provided more
favorable compensation and/or terms to any other athlete for
comparable services.
6. All notices required or given hereunder or in connection
herewith shall be in writing and shall be considered to have
been given when mailed, certified or registered mail, postage
prepaid, to the other party addressed as hereinafter set
forth or in such other manner as the addressee party shall
have designated by notice in writing:
XxxXxx.xxx Inc.
0000 Xxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Mr. Xxxxxx Banco
c/o, Xxxxxx X. Xxxx, Esq.
Katz, Teller, Xxxxx & Xxxx
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxx 00000-0000
Agreed to by: Agreed to by:
XxxXxx.xxx Inc.
/s/ XXXXXX XXXXX By: [Illegible]
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Xxxxxx Xxxxx Its: CFO
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