EXHIBIT 10.2
PROMOTION AGREEMENT
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THIS PROMOTION AGREEMENT (hereinafter, this "Agreement") is made and entered
into this 20th day of December, 2002, by and between VICI MARKETING, LLC, a
Florida limited liability company having a principal address of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter, "VICI"), and BHC, Inc, a Delaware
corporation having a principal address of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ (hereinafter, "Internet Promoter").
W I T N E S S E T H:
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WHEREAS, VICI is a limited liability company organized under the laws of
the State of Florida and is engaged in the business of furnishing travel goods,
services and programs to the public; and
WHEREAS, Internet Promoter is a development stage corporation organized
under the laws of Delaware and operates as an independent contractor that will
provide related content information internet sales services relative to the sale
of third party products; and
WHEREAS, the parties wish to enter into an agreement whereby Internet
Promoter will market and offer VICI's travel goods, services and/or programs, as
such are more particularly described in Exhibit "A" attached hereto, to the
public as further set forth herein;
NOW THEREFORE, in consideration of the mutual benefits, obligations, terms
and conditions herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the parties, it is
hereby agreed as follows:
1. INTERNET PROMOTER'S PERFORMANCE AND REPRESENTATIONS.
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(a) Internet Promoter represents and warrants that it is duly
organized and validly existing under the laws of the above-referenced state and
it represents and warrants that it has full authority to enter into this
Agreement and to transact the business herein contemplated, and is fully
willing, capable and experienced to perform as provided for herein. Internet
Promoter further represents and warrants that ▇▇▇▇▇ ▇▇▇▇ is authorized to
execute this Agreement on behalf of Internet Promoter as its President and CEO.
(b) Internet Promoter shall, through independent means, including,
specifically, its internet website, offer VICI's travel goods, services and/or
programs, as more particularly described in Exhibit "A" attached hereto and
incorporated herein by this reference (hereinafter, the "Product" or
"Products"), to its customers. To accomplish this, Internet Promoter will
operate a website with domain name ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the "Website").
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Internet Promoter shall be fully and solely responsible for the cost, attainment
and expense of securing qualified purchases of the Product to its customers (the
"Travel Customers"). VICI shall deliver to Internet Promoter, from time to time,
written materials describing its Products to be marketed and offered by Internet
Promoter on the website and such materials shall include a statement of the
price of the Products.
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(c) Internet Promoter acknowledges and agrees that VICI does not
have any knowledge or control over the methods Internet Promoter uses to obtain,
or the sources from which Internet Promoter obtains, its Travel Customers.
Further, Internet Promoter acknowledges and agrees that it is solely responsible
and liable, and that VICI shall have no responsibility or liability, in respect
to any and all matters relating to the identification, attainment, securing and
solicitation of Travel Customers by Internet Promoter.
(d) Internet Promoter shall transfer to VICI on a weekly basis all
orders from consumers for the sale of Products (hereinafter, "Orders").
Internet Promoter shall provide via facsimile to VICI each purchasing consumer's
name, address, telephone number, total amount of transaction, salesperson
identification and the date and time of the sale. If Internet Promoter receives
any money from consumers for any Product, Internet Promoter shall hold such
funds in trust for VICI and are to deliver the same to VICI as soon as
practicable.
(e) Internet Promoter warrants that all forwarded Orders are of
VICI's customers and are current, fresh sales that have never been submitted to
any other entity. Internet Promoter further stipulates that all such Orders are
valid and have been requested and agreed upon by the consumer and the
cardholder.
(f) Internet Promoter shall be fully responsible for all costs
associated with the marketing of the Products on the Web Site.
(g) Internet Promoter shall promptly forward to VICI any complaints,
letters, demands or other form of communication in respect to the Products or
VICI, received from any consumer solicited by Internet Promoter. Internet
Promoter shall be responsible for answering and satisfying consumer complaints
in connection with the marketing of the Products up to the point that VICI
receives and verifies an Order as contemplated by this Agreement. VICI shall be
responsible for answering and satisfying consumer complaints thereafter.
Internet Promoter shall be liable for any representations that are not
specifically, in writing, authorized by VICI.
(h) Internet Promoter shall be responsible for complying with any and
all applicable registration/licensing requirements, including, but not limited
to, seller of travel, travel agency applicable to the business operation of
Internet Promoter.
(i) Internet Promoter shall perform its business activities in
compliance with all federal, state or local government laws, rules or
regulations concerning the marketing of the Products while performing its duties
pursuant to this Agreement and shall not violate such laws, rules or
regulations, and regulations, and Internet Promoter shall not make any material
omission or misrepresentation in the marketing of the Products, specifically
including but not limited to the following prohibited activities:
(i) Using words such as "luxury," "world-class," "superior,"
or such similar words when describing a Product, or otherwise misrepresenting
that a Product is worth more than consumer is paying for;
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(ii) Failing to disclose in a clear and conspicuous manner,
before a customer pays, the total costs of a Product;
(iii) Misrepresenting, expressly or by implication, any
policy or practice relating to whether persons can cancel, rescind, or receive
refunds or credits of monies paid for a Product;
(iv) Misrepresenting, expressly or by implication, the
benefits of a Product or the price of a Product;
(v) Misrepresenting, expressly or by implication, that a
Product cannot be purchased at some later time or may not otherwise be available
after the initial contact, or that callbacks by the prospective consumer are not
accepted, when in fact, such restrictions or limitations do not exist;
(vi) Misrepresenting, expressly or by implication, the
conditions under which the consumer or prospective consumer may obtain the
benefits of a Product;
(vii) Representing, directly or by implication, any
affiliation with, or endorsement by, any governmental, charitable, educational,
medical, religious, fraternal, or civic organization or body; and
(viii) Representing, implying, or stating to any person that
the person has won any product, good or service or will receive any product,
good or service free of charge or at no cost, or words of similar meaning or
intent, when such representation, implication, or statement is not true.
(j) Internet Promoter agrees and acknowledges that VICI will
provide to Internet Promoter conceptual advice on the structure and design of
the Web Site to be used by Internet Promoter in the marketing and sale of the
Products (hereinafter, "Promotional Materials"). Both parties agree that it is
the intention of this Agreement that all such Promotional Materials shall comply
with applicable law.
(k) Internet Promoter shall indemnify and hold VICI and its
officers, directors, shareholders and employees harmless from all damages,
losses, causes of action, costs and expenses, including reasonable attorney's
fees, whether the same be incurred as a result of investigation, defense or
prosecution of any claim or cause of action, or any other loss resulting as a
consequence of a breach by Internet Promoter of the terms of this Agreement or a
breach of any of its representations, warranties or obligations under this
Agreement or from any and all misrepresentations or allegations of deceptive
trade practices against Internet Promoter or any of its officers, directors,
employees, or agents in the offering of the Products.
(l) Except as otherwise provided herein, Internet Promoter warrants
and represents that neither it nor any of its officers, directors, shareholders
or employees have ever: (1) been convicted of a felony or misdemeanor involving
an alleged violation of any seller of travel or travel agency statute, or fraud,
theft, embezzlement, fraudulent conversion or misappropriation of property (for
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such purposes, a plea of nolo contendere is a conviction); (2) had entered
against it, him or her a final judgment or order in a civil or administrative
action, including but not limited to a stipulated judgment or order, if the
complaint or petition in the civil or administrative action alleged acts
constituting a violation of any federal or state telemarketing or telephone
solicitation statute, fraud, theft, embezzlement, fraudulent conversion or
misappropriation of property, the use of untrue or misleading representations in
an attempt to sell or dispose of real or personal property, or the use of
unfair, unlawful or deceptive business practices; or (3) been subject to any
currently effective injunction or restrictive court order relating to business
activity as a result of an action brought by a federal, state or local
publication or unit thereof, including, but not limited to, an action affecting
any vocational license.
(m) Internet Promoter agrees and acknowledges that it does not and
shall not receive a fee, commission or other valuable consideration directly
from any consumer for the sale of a Product. Internet Promoter does not and
shall not have any Product documents in its possession. Internet Promoter shall
not issue any documents in respect to the Products or VICI to consumers without
the express written consent of VICI.
(n) Internet Promoter agrees and acknowledges that it shall not,
at any time during the term of this Agreement and after termination of same,
divulge or use for Internet Promoter's own purposes, or for the purposes of any
third party, any trade secrets, confidential or business information relating to
the business affairs of VICI. The parties, by execution hereof, acknowledge
that VICI has disclosed to Internet Promoter in confidence certain information
relating to the business of VICI. Internet Promoter, by execution hereof,
acknowledges and agrees that disclosure of all such information disclosed by
VICI to Internet Promoter has been in confidence and is of a confidential
nature. Internet Promoter acknowledges and agrees that Internet Promoter,
except in pursuit of Internet Promoter's responsibilities and rights hereunder,
shall not use such information under this Agreement, during the duration of this
Agreement and after termination of this Agreement.
(o) Internet Promoter expressly understands and agrees that the
names of and all information related to consumers who agree to purchase Products
are the exclusive property of both Internet Promoter and VICI, and Internet
Promoter and its officers, directors, shareholders, partners, members and
employees, represent and warrant that he, she and it will not (i) use, sell or
otherwise make available to others or transfer such consumer names or
information related to such consumers in any manner or for any purpose other
than as expressly provided for herein or (ii) solicit or attempt to solicit such
consumer names for the purchase of any goods, services and programs other than
those offered by Internet Promoter, those expressly provided for herein, or
those expressly consented to in writing by VICI for the term of this Agreement
and for a period of one (1) year thereafter.
2. VICI'S PERFORMANCE AND REPRESENTATIONS.
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(a) VICI represents and warrants that it is duly organized and
validly existing under the laws of Florida, and has full authority to enter into
this Agreement and to transact the business herein contemplated.
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(b) VICI agrees and acknowledges that it shall not intentionally
or knowingly violate any federal, state or local governmental laws, rules or
regulations concerning the furnishing of Products to the public while performing
its duties pursuant to this Agreement.
(c) VICI shall indemnify and hold Internet Promoter and its
officers, managers, members and employees harmless from all damages, losses,
causes of action, costs and expenses, including reasonable attorney's fees,
whether the same be incurred as a result of investigation, defense or
prosecution of any claim or cause of action, or any other loss resulting as a
consequence of a breach by VICI of the terms of this Agreement or a breach of
any of its representations, warranties or obligations under this Agreement or
from any and all misrepresentations or allegations of deceptive trade practices
against VICI or any of its officers, directors, employees, or agents in the sale
of its Products.
3. COMPENSATION TO INTERNET PROMOTER.
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(a) In the absence of any breach of this Agreement by Internet Promoter,
VICI shall pay to Internet Promoter as its total compensation at the rate of 25%
of the package selling price for each Order provided to VICI by Internet
Promoter in and/or for which the consumer: (1) has been presented with the
Promotional Materials via the Web Site; (2) has agreed to purchase a Product (3)
has been charged the initial fees, if applicable, any one-time non-refundable
shipping and handling charge, if applicable, and/or any other applicable fees;
(4) does not contact Internet Promoter or VICI to cancel during any applicable
rescission or risk-free period; (5) does not contact his or her credit card
issuer to cancel or stop payment on any initial charges within any applicable
rescission or risk-free period; and (6) does not have his or her credit card
declined with respect to any applicable charges or fees. Each Order for which
the consumer meets the above criteria that is provided to VICI shall be referred
to as a "Triple Net Sale". The compensation shall be paid to Internet Promoter
on each Friday, beginning on the sixth (6th) Friday after this Agreement is
executed by both parties, for all Triple Net Sales provided to VICI in which the
applicable rescission or risk-free period expired since the previous Friday.
Internet Promoter agrees and understands that VICI reserves the right to contact
any and all consumers provided to VICI by Internet Promoter within the
applicable rescission or risk-free period to verify that the Products were
marketed in accordance with the terms herein (hereinafter, "Verification
Calls"). If VICI determines, in VICI's sole discretion, through a Verification
Call that in any Order provided to VICI by Internet Promoter that the consumer
was not offered the Product in accordance with the terms herein or that such
consumer does not meet the criteria listed above for a Triple Net Sale, or if a
consumer cancels his or her Order at the time of a Verification Call, then
Internet Promoter will not receive any compensation for any such Order.
(b) Internet Promoter understands and agrees that VICI has the right to
facilitate all customer requests for cancellation and/or refund demands and/or
chargebacks of any Order submitted for funding (hereinafter, "Chargebacks").
Internet Promoter understands and agrees that VICI shall deduct the amount of
any such Chargebacks from Internet Promoter's next scheduled payday(s). If
there are no such funds in process, Internet Promoter shall automatically assume
the financial responsibility for its proportionate amount of consumer refund.
VICI shall use reasonable business judgment as to what constitutes a valid
Chargeback to Internet Promoter. VICI shall provide Internet Promoter with the
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consumer name and reason for such Chargeback.
(c) Internet Promoter acknowledges and agrees that VICI has no
control over the acts and/or omissions of any credit card agency. Internet
Promoter further acknowledges that if for any reason a credit card is frozen or
cancelled, all funds due to Internet Promoter still being held by such credit
card company or other credit card merchant bank in that account, shall not be
due and payable to Internet Promoter until such time as the credit card company
or credit card merchant bank releases those funds to VICI. Internet Promoter
shall not contact or attempt to contact any customer of VICI for any reason
whatsoever except in accordance with the terms of this Agreement.
(d) Upon termination of this Agreement, all funds due for payment
to Internet Promoter may be withheld by VICI and placed in a reserve account for
a period of no less than one hundred eighty (180) days. At the end of that one
hundred eighty (180) day period, the cancellation rate of Internet Promoter's
Orders will be assessed and a portion of up to fifty percent (50%) of the
remaining reserve account may be released to Internet Promoter. VICI will
release any remaining funds in such reserve account to Internet Promoter within
one hundred eighty (180) days thereafter.
4. TERM OF AGREEMENT. This Agreement shall be in full force and effect
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from the date hereof and shall continue for two (2) year(s) thereafter;
provided, however, this Agreement may be earlier terminated pursuant to Section
5 hereinbelow. This Agreement shall be automatically renewed for additional
terms of one (1) year unless, at least sixty (60) days prior to the expiration
of the initial term or any renewal term, either party delivers written
notification to the other of termination of this Agreement.
5. TERMINATION. The parties shall have the right to terminate this
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Agreement as follows:
(a) By mutual written consent of both of the parties;
(b) The failure of Internet Promoter to comply with any term
or provision of this Agreement shall permit VICI to immediately terminate this
Agreement;
(c) The failure of VICI to comply with any term or provision of
this Agreement shall permit Internet Promoter to immediately terminate this
Agreement; provided, however, this failure of compliance may be cured if VICI
remedies such failure of compliance (satisfactory to Internet Promoter) within
seven (7) days after receiving written notice of its occurrence;
(d) The failure of Internet Promoter to perform its duties
hereunder in compliance with any federal, state, county or city law, ordinance
or code shall permit VICI to immediately terminate this Agreement;
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(e) If any representation or warranty of Internet Promoter shall
be shown to be untrue or misleading then VICI may immediately terminate this
Agreement;
(f) If any representation or warranty of VICI shall be shown to be
untrue or misleading then Internet Promoter may terminate this Agreement upon
delivery to VICI of ten (10) days written notice;
(g) VICI may immediately terminate this Agreement without notice
upon the filing of voluntary petition of bankruptcy by Internet Promoter if
Internet Promoter shall be adjudicated bankrupt or insolvent, or upon the
execution Internet Promoter of an assignment for the benefit of creditors, or
upon the appointment of a receiver for Internet Promoter, or upon the
commencement of any action against Internet Promoter by any state or Federal
regulatory agency; and
(h) Internet Promoter may immediately terminate this Agreement
without notice upon the filing of voluntary petition of bankruptcy by VICI or if
VICI shall be adjudicated bankrupt or insolvent, or upon the execution of VICI
of an assignment for the benefit of creditors, or upon the appointment of a
receiver for VICI.
In the event of termination of this Agreement, Internet Promoter shall
surrender all of Internet Promoter's rights granted hereunder and shall
thereafter refrain from exercising any of the rights and privileges granted
hereunder, including, without limitation, the marketing and selling of the
Products. All advertising materials, Promotional Materials, signs, contract
forms, and all other documents which VICI has made available to Internet
Promoter for the purpose of promoting the marketing and sale of its Products
shall be returned to VICI immediately. The termination of this Agreement shall
not affect Internet Promoter's right to receive compensation earned and yet
unpaid in accordance with this Agreement.
6. NON-EXCLUSIVITY. Both parties acknowledge and agree that this
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Agreement is a non-exclusive agreement and each party may perform all services
set forth herein for unrelated entities without the consent of the other party.
7. AGREEMENT NOT TO COMPETE. Internet Promoter shall devote its best
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efforts, skill and diligence to the conduct of the business contemplated
hereunder and shall not provide access to any Travel Customers or information
regarding such Travel Customers to third parties which might be confused with or
otherwise compete with VICI during the term of this Agreement and for a period
of one (1) year following the termination of this Agreement.
8. AGREEMENT NOT TO SOLICIT EMPLOYEES. Internet Promoter agrees that
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during the term of this Agreement and for a period of one (1) year after the
termination of this Agreement, it shall not, either directly or indirectly, on
its own behalf or on behalf of others, solicit, divert, or hire away, or attempt
to solicit, divert or hire away, to its own business or any other business in
competition with VICI or any person retained by VICI now or in the future as a
full-time employee, as a part-time employee, or as an Internet Promoter.
9. NO AFFILIATION. The parties agree and acknowledge that neither has
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any affiliation with the other, nor is either involved in the business or
affairs of the other. Internet Promoter agrees and acknowledges that it shall
be prohibited from using VICI's name in any manner and in any media whatsoever,
including but not limited to, written or oral advertising material, unless the
same is approved, in advance and in writing, by VICI. VICI acknowledges that
Internet Promoter may be required to publicly file this document with regard to
it filing of a registration statement with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, or any subsequent
public filings required by the Securities Exchange Act of 1934, as amended.
Internet Promoter agrees and acknowledges that it shall be prohibited from
representing itself to be or holding itself out as affiliated with VICI in any
manner.
10. INTERNET PROMOTER RELATIONSHIP. It is specifically agreed that the
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relationship of the parties hereto shall be that of a principal and Internet
Promoter and not that of an employer and employee or principal and agent. The
parties agree that VICI shall not have a right of control over and to Internet
Promoter. However, VICI and Internet Promoter mutually agree as to the
objectives and the scope of services required, all as herein set forth.
Internet Promoter shall have full power and authority to select the means,
manner, and method of performing the work and accomplishing those objectives
without detailed direction or control by VICI. The parties hereto recognize and
agree that no joint venture or partnership arrangement or agreement is intended
or created hereby. No agent, employee or servant of Internet Promoter shall be
or shall be deemed to be the employee, agent or servant of VICI nor shall any
agent, employee or servant of VICI be or be deemed to be the employee, agent or
servant of Internet Promoter. Internet Promoter shall be solely and entirely
responsible for its acts and for the acts of its agents, employees, servants and
subcontractors during the performance of this Agreement, unless otherwise
excepted under the terms of this Agreement. Internet Promoter shall be solely
responsible with respect to the compensation payable to its agents, employees,
servants and subcontractors and VICI shall have no responsibility with respect
to the same. VICI shall be solely and entirely responsible for its acts and for
the acts of its agents, employees, servants and subcontractors during the
performance of this Agreement, unless otherwise excepted under the terms of this
Agreement. Neither Internet Promoter nor VICI shall act on behalf of or
represent itself directly or by implication as having authority to act on behalf
of the other party except as specifically set forth in this Agreement. Neither
party shall have the authority to create any obligation for or on behalf of or
in the name of the other party, except as specifically set forth herein.
11. TAX AND WORKERS' COMPENSATION LIABILITY. VICI agrees that it will file
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or cause to be filed, in a timely manner, all required tax forms reporting the
compensation and other consideration hereunder paid to or earned by Internet
Promoter. VICI and Internet Promoter acknowledge and agree that their
relationship is that of principal and Internet Promoter and VICI will not
withhold any taxes from any amount paid to Internet Promoter, nor will VICI pay
unemployment compensation or provide workers' compensation insurance to Internet
Promoter or Internet Promoter's agents or employees. Internet Promoter agrees
to file all required tax forms as to its own agents or employees and social
security and federal income taxes and any applicable state income taxes.
Internet Promoter shall be solely responsible for all taxes of every kind and
nature with respect to Internet Promoter's business activities and VICI shall
have no responsibilities with respect to the same.
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▇▇. DEFAULT/REMEDIES. In the event of breach of this Agreement or default
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of the obligations hereunder, by either party, then, each party shall be
entitled to all rights and remedies as may be available under law or in equity
as applicable hereto. Specifically, by way of example and not limitation, any
party upon breach hereof, shall be liable to the other party for any and all
damages provable as a consequence thereof; however, notwithstanding the
foregoing, the parties hereto agree that, to the extent that damages are
insufficient remedy in respect to such breach, including but not limited to a
breach of the provisions hereof concerning exclusivity, agreements not to
compete, agreements not to solicit employees, divulging of confidential or
business information, or otherwise engaging in activity which is not able to be
remedied by the payment money, then, the parties acknowledge that remedies of
specific performance, injunction or other equitable relief may be appropriately
sought.
13. NOTICES. Notices required or permitted to be given pursuant to the
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terms and conditions of this Agreement shall be deemed given upon receipt or
five (5) days after deposit in the United States Mail, postage prepaid,
certified, return receipt, and addressed as follows:
To VICI: Vici Marketing, LLC.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Internet Promoter: BHC, Inc.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇
with a copy to: ▇▇▇▇▇▇ Gottbetter & ▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
14. ASSIGNMENT. This Agreement shall be binding upon the parties and
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their respective successors and assigns and neither party shall have the power
and right to assign any right or interest in this Agreement without the prior
written consent of the other party; provided, however, that Internet Promoter
agrees and acknowledges that VICI shall have the power and right to assign any
right or interest in this Agreement to a company controlled or operated by any
member of VICI without the prior written consent of Internet Promoter.
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▇▇. NO WAIVER OF RIGHTS. No failure or delay on the part of either
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party to enforce or exercise any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof, or of
any other right, power or privilege. All rights and remedies existing under
this Agreement are cumulative to and not exclusive of any rights or remedies
otherwise available.
16. COMMERCIAL EFFICACY. VICI and Internet Promoter shall use all
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reasonable endeavors to give commercial efficacy to the terms and conditions of
this Agreement and to promote the business objectives of each party hereunder in
order for each party to accomplish its obligations contemplated by this
Agreement.
17. BENEFIT OF OTHERS. Except as otherwise provided herein, this
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Agreement, together with its amendments as may hereafter be adopted shall inure
to the benefit of VICI and Internet Promoter, but shall not be deemed to create
rights in any other party.
18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
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between the parties with respect to the subject matter herein contained. Any
agreements, promises, negotiations, representations or other terms not set forth
or referred to in this Agreement are of no force and effect.
19. MODIFICATION. This Agreement may not be modified or amended except in
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writing signed by both parties. The parties agree to fully cooperate in
negotiating any changes or modifications to this Agreement as may be necessary
to fully comply with any statute or code as may be applicable to matters herein
contemplated.
20. INTERPRETATION. Should a provision of this Agreement require judicial
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interpretation, it is agreed that the judicial body interpreting or construing
the same shall not apply the assumption that the terms hereof shall be more
strictly construed against one party by reason of the rule of construction that
an instrument is to be construed more strictly against the party which itself or
through its agents prepared the same, it being agreed that the agents of all
parties have participated or had the opportunity to participate equally in the
preparation of this Agreement.
21. SURVIVAL. If any part of this Agreement shall be deemed invalid under
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applicable law, the remaining parts of this Agreement shall be in full force and
effect as though any unenforceable part or parts were not written into this
Agreement.
22. SECTION HEADINGS. The section headings appearing in this Agreement
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have been inserted for the purpose of convenience and ready reference. They do
not purport to, and shall not be deemed to, define, limit or extend the scope of
intent of the sections to which they appertain.
23. ATTORNEY'S FEES. In the event either party is required to resort
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to legal action to enforce any of the covenants of this Agreement, then the
Court shall award reasonable attorney's fees and costs to the prevailing party.
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24. APPLICABLE LAW. This Agreement shall be governed by and construed
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according to the laws of the State of Florida. Any action to enforce this
Agreement shall be brought in the State of Florida, County of Broward, which
shall be deemed the proper venue for all purposes.
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IN WITNESS WHEREOF, this Agreement is executed as of the day and year first
above written.
VICI:
VICI MARKETING, LLC, a Florida
limited liability company.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
INTERNET PROMOTER:
BHC, Inc, a Delaware Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇
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