AGREEMENT
This Agreement is made effective the 20th day of June 1997 by and
between SportsStar Marketing, Inc., a Colorado corporation, whose address is
0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 ("SportsStar"), and National
College Recruiting Association, Inc. ("NCRA") 0000 XXX Xxxxxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000.
W I T N E S E T H:
WHEREAS, NCRA has developed products and services in the sports
industry which it currently markets on its own and through sales of franchises
("Franchises") and publication of a sports magazine entitled BLUE CHIP
Illustrated, which includes a 900 sports line; and
WHEREAS, NCRA wishes to grant SportsStar the exclusive right to all the
assets and rights for doing business of NCRA on the terms herein in North
America;
WHEREAS, SportsStar desires to sell and service franchises and publish
BLUE CHIP Illustrated; and
WHEREAS, SportsStar shall at all times use its best efforts to promote,
develop and increase the sale and demand for Franchises and franchise services
in all markets; and
WHEREAS, for terms noted herein, NCRA grants SportsStar the right to
use any and all of NCRA's trademarks and trade names, profiles, publications
(including Blue Chip Magazine), and other promotional materials.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. APPOINTMENT. NCRA hereby appoints SportsStar as its exclusive
agent to develop the NCRA programs, and SportsStar hereby accepts said
appointment. SportsStar understands it has the responsibility to
service all existing NCRA Franchisees. However, if an existing
franchise chooses not to participate in the current program, chooses to
dispute the terms of any new agreement offered, or litigate conditions
from the existing agreement, NCRA will continue to be responsible for
this franchise. During such circumstance, SportsStar will continue to
provide services to the franchisee for which they will receive 10% of
the gross income generated from said franchisee during the period in
question.
2. TERM. The term of this Agreement shall commence on the date
stated above and shall be for a five year period, with unlimited five
year renewals under the same terms and conditions, unless or until
earlier terminated in accordance with the provisions of this Agreement.
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3. ROYALTY. SportsStar shall receive all revenues from the sale
of NCRA franchises, franchise royalties and revenues from the
publication of BLUE CHIP Illustrated, i.e., any revenue generated from
NCRA business, and SHALL PAY NCRA $150,000 AS AN INITIAL PAYMENT FOR
SAID LICENSE PLUS 2.5% OF THE GROSS SPORTSSTAR REVENUE FROM NCRA, BLUE
CHIP ILLUSTRATED AND THE 900 LINES OPERATIONS. Such payments are due 15
days after the end of each calendar quarter based on reported revenue
for said quarter.
4. TERMINATION. NCRA shall have right to terminate or renegotiate
the terms of this agreement if the SportsStar revenue forecasts are not
substantially met. For the purpose of this Agreement the "substantially
met" test would be 70% of forecasted revenues from the Business Plan
attached as Exhibit A, and included in the 504 Business Plan.
5. SALES AFTER TERMINATION. Upon termination of this Agreement,
provisions hereof relating to commissions shall remain applicable to
any sales of Franchises or Sponsorships made by SportsStar prior to the
date of termination.
6. INDEMNITY. Each party hereby agrees to indemnify, defend and
save harmless the other party from and against any and all liabilities,
demands, claims, actions or causes of action, assessments, losses,
costs, damages or expenses whatsoever, including attorney's fees,
sustained or incurred by either party resulting from or arising out of
that party's negligence or willful misconduct or breach of its
representations or obligations to be performed pursuant to this
Agreement, except insofar as such losses are caused by the other
party's negligence or willful disregard of its obligations hereunder,
or insofar as such losses are limited by the terms of this Agreement.
NCRA agrees to indemnify SportsStar for any NCRA liabilities occurring
prior to the signing of this agreement.
7. TRADEMARKS AND TRADE NAMES. NCRA warrants and represents that
NCRA owns, controls or licenses the rights for the Franchises, and of
the related trademarks, and trade names, and that for solicitation of
Franchise Offers by SportsStar will be free from claims of infringement
of rights of third parties.
8. NOTICES. All notices to NCRA or SportsStar pursuant to this
Agreement shall be in writing and may be given by personal delivery,
telex, facsimile transmission, or by mailing the same, registered or
certified mail, return receipt requested. Notices shall be deemed to
have been received and given as of the seventh day following the date
of posting in the case of registered or certified mail, and as of the
date of transmission in the case of telexes or facsimile transmissions.
Notices pursuant to this Agreement shall be transmitted to the
addresses set forth above, or if by facsimile, to NCRA at 000-000-0000
or to SportsStar at 000-000-0000. Either party may change its address
upon giving reasonable notice.
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9. ASSIGNMENT. Any purported assignment or transfer of this
Agreement, in whole or in part, by either party without the prior
written consent of the other party, shall be void and of no effect.
10. MISCELLANEOUS.
a. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective
successors and assigns.
b. The terms and conditions of this Agreement shall be
governed by and construed in accordance with the laws of the
State of Colorado.
c. The failure of either party to require performance of
any term or condition of this Agreement or the waiver by
either party of any breach of this Agreement shall not prevent
the subsequent enforcement of such term or condition, nor be
deemed a waiver of any subsequent breach or of any rights it
may have.
d. This Agreement contains the entire agreement of the
parties relating to its subject matter and supersedes all
prior negotiations, understandings and agreements, whether
written, oral, or implied, between the parties hereto with
respect to such subject matter and constitutes the entire
agreement between the parties.
e. This Agreement may not be changed or modified unless
the same is made in writing and executed by authorized
representatives of the parties.
f. If any provision of this Agreement is held invalid by
a court having jurisdiction, such provision shall be deemed
modified to the extent necessary to eliminate such conflict or
invalidity, this Agreement shall be construed to give effect
to the remaining provisions thereof, and the parties shall
mutually negotiate in good faith an acceptable alternative to
such term, sentence, clause or provision for such
jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first given above.
SportsStar Marketing, Inc. National College Recruiting
Association, Inc.
By /s/ Xxxxxxx Xxxxxx By /s/ Xxxxxx X. Xxxxx
--------------------------------- ------------------------------------
Xxxxxxx Xxxxxx, President Xxxxxx X. Xxxxx, Chairman
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MEMORANDUM OF UNDERSTANDING
AMONG NATIONAL COLLEGE RECRUITING ASSOCIATION, INC.
AND SPORTSSTAR MARKETING, INC.
JUNE 20, 1997
1. Upon receipt of $135,000 from SportsStar Offering: (a) NCRA, Inc. will
be paid $50,000 of the License fee payable to NCRA, Inc., (b)SportsStar
will use $40,000 for operations, including the new lease and (c) the
balance of $45,000 will be held as a reserve as needed for either
Chartwell International, Inc. or SportsStar Marketing, Inc.
2. Upon receipt of the $865,000 balance from the SportsStar Marketing,
Inc. offering the balance of license fee due NCRA, Inc. will be paid.
3. SportsStar Marketing, Inc. and NCRA, Inc. will endeavor to obtaining
additional financing for SportsStar and upon receipt of said additional
financing, a supplemental license fee of $100,000 will be paid to NCRA,
Inc.
4. SportsStar Marketing, Inc. will be responsible for the new lease for
facilities jointly occupied by NCRA, Inc. and SportsStar Marketing,
Inc.
5. Cash expenditures for SportsStar Marketing, Inc. from January 1, 1997
will be invoiced to SportsStar by and/or NCRA, Inc. and paid by
SportsStar upon receipt of the $865,000 by SportsStar.
6. SportsStar disbursements will the require 2 signatures (Xx. Xxxxxx X.
Xxxxx and Xx. Xxxx Xxxxxx) for expenditures over $250.00.
Agreed, Approved and Understood; Agreed, Approved and Understood;
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxx
----------------------------------- --------------------------------------
Xx. Xxxxxx X. Xxxxx, Chairman of Xx. Xxxxxxx X. Xxxxxx, President
the Board National College SportsStar Marketing, Inc.
Recruiting Association
MINUTES OF THE BOARD OF DIRECTORS
OF
SPORTSSTAR MARKETING, INC.
(A COLORADO CORPORATION)
AMENDMENT TO LICENSE AGREEMENT
DATED JUNE 20, 1997 BETWEEN NCRA, INC. AND
SPORTSSTAR MARKETING, INC.
The parties to said Licensing Agreement hereby agree to amend paragraph 3, to
change the down payment from $150,000 to $210,000, plus an additional $100,000
upon raising at least another $500,000 of capital for SportsStar Marketing, Inc.
June 30, 1997
----------------------------- ---------------
Xx. Xxxxxx X. Xxxxx Date
Chair of the Board
June 30, 1997
---------------------------- ---------------
Xx. Xxxxxxx Xxxxxx Date
Member of the Board
MEMORANDUM OF UNDERSTANDING
AMONG CHARTWELL INTERNATIONAL, INC. AND SPORTSSTAR MARKETING, INC.
JUNE 20, 1997
1. SportsStar Marketing, Inc. will be responsible for the new lease for
facilities jointly occupied by Chartwell International, Inc. and
SportsStar Marketing, Inc., and the lease deposit paid (of $7,800) by
Chartwell International Inc. will be returned to Chartwell by
SportsStar upon receipt of the $135,000.
2. Cash expenditures for NCRA, Inc./SportsStar Marketing, Inc. from
January 1, 1997 will be invoiced to SportsStar by Chartwell and paid by
SportsStar upon receipt of the $865,000 by SportsStar, except rent for
which SportsStar will provide six (6) months free rent to Chartwell.
3. Chartwell will start reimbursing SportsStar for rent at the rate of 1/5
of the space at 0000 XXX Xxxxxxx, beginning January 1, 1998.
4. Chartwell will contribute $50,000 of ITEX credits to SportsStar
Marketing, Inc.
Agreed, Approved and Understood; Agreed, Approved and Understood;
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxx
---------------------------------------- ------------------------------------
Xx. Xxxxxx X. Xxxxx Chair of the Board Xx. Xxxxxxx X. Xxxxxx, President
Chartwell International, Inc. SportsStar Marketing, Inc.
