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EXHIBIT 10.15
[XXXXXX XXXXXXXXXX]
August 17, 1995
Mr. Xxxxxxx Xxxx
Xxxxxxx Xxxx and Associates
0 Xxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxx:
The following letter confirms the terms of the agreement, between Xxxxxxx Xxxx
at Xxxxxxx Xxxx and Associates, 0 Xxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000
("Katz") and Aristo International Corporation at 000 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("Aristo") concerning Xxxx'x providing certain advisory
and marketing services to Xxxxxx.
Whereas, Xxxxxx is a public company in the business amongst other things of
acquiring, and managing companies in the interactive entertainment and
entertainment business, and whereas, Xxxxxx has recently acquired Borta, Inc. a
developer of software and hardware technology and tools in the digital
entertainment business with a special emphasis on games; and
Whereas, Xxxxxx desires to have Xxxxxxx Xxxx provide certain advisory services
to Xxxxxx and to Borta, Inc. and to be involved in selling and licensing Borta,
Inc.'s software and technology tools; and whereas, Katz desires to provide
Aristo with such services;
Therefore Xxxxxx and Katz agree that Katz will provide the advisory and
marketing services, and be compensated under the following terms and conditions:
1. Services
Katz agrees to (a) serve on the Aristo/Borta, Inc. Advisory Board, (b)
be involved and available and give advice concerning strategic planning
and business implementation for both Xxxxxx and Borta, Inc. when
requested, and diligently and aggressively attempt to sell and license
Borta, Inc. software and hardware tools to significant, targeted third
party companies. It is agreed, that all Aristo or Borta press releases
or business plans referring
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Mr. Xxxxxxx Xxxx
August 17, 1995
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to Xxxx'x affiliation with Xxxxxx and Borta shall be pre-approved by Katz,
which approval shall not be unreasonably withheld. Xxxx'x failure to respond
within five business days after Xxxx'x receipt of the press releases or
business plan will be deemed to be an approval of use of Xxxx'x name in the
specific business plan or press releases.
2. Compensation
In exchange for performance of the above services Katz shall be paid a (a)
consulting fee of $1,500.00 per day, plus pre-approved out of pocket expenses
to be reimbursed according to Aristo policy, with the intention of targeting
approximately ten days per calendar quarter. (For the purposes of this
agreement a "day" is defined as eight hours of services); and (b) a sales
commission in an amount equal to 7 1/2% of 100% payable to Katz for all
revenues up to $3 million generated by sales or licenses of Borta, Inc.'s
technologies made through direct introductions of Xxxx to Xxxxx, Inc. or
Aristo, and a commission of 10% of 100% of all such sales for revenues over
$3 million during the term of this agreement. For purposes of this paragraph
"revenues" is defined as net dollars paid and irrevocably available to
Aristo, or Borta, Inc., or their successors and assignees from such sales or
licenses. And for purposes of this paragraph "sales or licenses" are defined
as consummated sales or licenses and any extensions or renewals of such sales
or licenses provided that such extensions or renewals occur within three
months of the prior last sale or license; and (c) 100,000 options for Aristo
common stock exercisable at current market value on the grant date, which is
the date of execution of this agreement, with the understanding that 33,000
shares of the 100,000 shares will vest one year from the date of signature
hereof, provided Katz will have been retained as a consultant by Xxxxxx for a
minimum of nine months in said first year; the next 33,000 shares will vest
16,250 shares on July 1, 1997, and 16,250 shares on December 31, 1997
provided that Katz is being retained as a consultant by Xxxxxx on each such
date; and the final 34,000 will vest 8,500 shares apiece on April 1, 1998,
July 1, 1998, October 1, 1998, and December 31, 1998 provided Katz is still
then being retained as a consultant by Xxxxxx on each such date. However,
should Aristo be acquired then all the shares shall automatically vest on the
date of acquisition.
3. Exclusivity
It is agreed and understood that Borta, Inc. and Xxxxxx have the absolute
right to approve or disapprove of any sales or advice tendered by Katz. Katz
shall have for a period of 120 days from the completion of the Borta, Inc.
prototype/sample, the exclusive right to sell or license Borta, Inc.'s
technologies to the list of companies attached hereto and incorporated herein
as Exhibit A. However the sales services to be provided by Katz hereunder do
not preclude Borta, Inc. nor Aristo in any fashion from pursuing and
concluding themselves,
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Mr. Xxxxxxx Xxxx
August 17, 1995
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or through others, sales related to Borta, Inc.'s and Xxxxxx's assets and
properties to any person or entity not listed in Exhibit A. However, Katz
may amend the list in Exhibit A to include additional persons or entities,
provided that Xxxxxx has not previously contacted such additional persons or
entities for the purpose of selling or licensing Borta's software and
technology tools.
4. Effective Date and Termination. This agreement may be terminated at any time
by any party hereto by written notice to the other party given at least 15
days prior to the effective date of such termination, provided that (a)
Aristo shall have paid all outstanding amounts due to Katz at the time of
effectiveness of termination, (b) Paragraph 2(b) shall survive any lawful
termination of this agreement provided that the sales or licenses for which
Katz is owed the commission defined in Paragraph 2(b) are concluded during
the 120 days from the date of prototype/sample completion.
5. Miscellaneous. (a) If any part of this agreement shall be found violative of
any law or legally invalid in any respect, this agreement shall be construed
and interpreted without reference to such unlawful or invalid part. (b)
Katz agrees and understands that any information, whether oral or
documented, concerning the business of Aristo which is not generally known
to the public is proprietary information, and Katz may not disclose such
proprietary information to any person or entity without Xxxxxx's express
permission, and Xxxxxx shall instruct Katz in that regard as to the steps
Katz will take to protect such proprietary information. (c) This agreement
is the entire understanding of the parties hereto and supersedes any prior
agreements, oral or written between the parties regarding the subject matter
of this agreement and cannot be changed or modified unless in writing signed
by the parties hereto. No term or provision hereof shall be deemed waived
and no breach hereof excused unless such waiver or consent shall be in
writing and signed by the party alleged to have waived or consented thereto.
(d) Both parties represent that they have the authority to enter this
agreement, and that there are no prior or concurrent obligations which
conflict with their ability to perform their obligations hereunder. (e) All
notices shall be in writing to the parties at the addresses first given
above, by personal delivery with a signed receipt; by U.S. Mail certified
return receipt requested, or by fax transmissions with a hard copy sent by
U.S. Mail within 3 business days after such fax transmission. Date of notice
shall be the date of signature on any receipt, or the date of fax
transmission. This agreement does not create a partnership, nor joint
venture, nor agency agreement between the parties.
This agreement shall be construed (both as to validity and performance) and
enforced in accordance with, and governed by the laws of the State of New
York. In that regard, both parties agree to the personal jurisdiction of
the Federal and State courts located in the County and City of New York.
Please indicate your agreement to the terms of this
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Mr. Xxxxxxx Xxxx
August 17, 1995
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agreement by signing below. This letter will then become a binding
agreement upon the parties hereto, their heirs, executors, successors,
representatives, affiliates, employees and assigns.
Sincerely,
ARISTO INTERNATIONAL CORPORATION
by: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President & CEO
AGREED TO AS OF THIS 18TH DAY OF AUGUST, 1995
XXXXXXX XXXX AND ASSOCIATES
by: /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
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EXHIBIT "A"
LIST OF TARGET COMPANIES
TimeWarner
Dreamworks
Xxxxxx
Disney
FOX
Viacom
BMG
Mattel
Hasbro
Electronic Arts
Spectrum Hollobyte
Crystal Dynamics
Microsoft
IBM
Apple
Compaq
MCI
Acclaim
Sierra-on-line
GTI (Good Time Interactive)
ABC
NBC
TeleTV
PSI
UUNET
AOL
Prodigy
Broderbund
MCA/Universal
CBS
