EX-10.5
AMENDMENT TO CONSULTING SERVICES AGREEMENT
INTERMEDIA VIDEO MARKETING CORP.
00000 Xxxxxxx Xxxxxxxxx - Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Tel: (000) 000-0000 - Fax (000) 000-0000
August 30, 1999
Xx. Xxxxxx X. Xxxxx
President & CEO
Platforms International Corporation
000 Xxxxxx Xxxxxx - Xxxxx 000
Xxxxxxxx. Xxxxxxxxxx 00000
RE: Formal Amendment Agreement and addendum to Platforms InterMedia
April 6, 1998 Original Agreement.
Dear Xxxxxx,
Pursuant to our Amendment Agreement dated February 22, 1999, and our
telephone conversations, regarding our Agreement of April 6, 1998, as
modified by formal Amendment Agreements dated February 24, 1999, and
March 25, 1999, and Platforms' continuing inability to fulfill its
obligations under the terms and conditions of said Agreements (the
issuance of Platforms International Corporation free-trading common
stock, and the payment of money due and owing to InterMedia), we are
submitting this updated Amendment Agreement to formally memorialize,
document, and set forth the terms and conditions under which
InterMedia and its principals shall continue to render consulting
services to Platforms. It is understood that the terms and
conditions set forth in this Amendment Agreement comprise formal and
binding modifications to the original Agreement between Platforms and
InterMedia, dated April 6, 1998, as modified by formal Amendment
Agreements dated February 24, 1999, March 25, 1999, and this
Agreement, dated August 30, 1999. All other covenants, provisions,
terms and conditions of the April 6, 1998 original Agreement,
including indemnification provisions, continue to be applicable,
enforceable, and in full force and effect.
1. MARKETING CONSULTING SERVICES: (SECTION-1):
Pursuant to our discussions and oral agreements, this document shall
serve to memorialize and formalize your statements of complete and
full satisfaction with InterMedia's performance, and the discharge of
its duties and obligations under the terms and conditions of the
original Agreement dated April 6, 1998, as modified by formal
Amendment Agreements dated February 24, 1999, March 25, 1999, and
August 30, 1999. Accordingly, you hereby acknowledge and agree that
InterMedia has completed all of its engagement duties and
obligations, as required by the terms and conditions of the
Agreement, and as directed and approved by the President of Platforms
International Corporation, pursuant to the terms and conditions of
said Agreement.
2. TERM OF AGREEMENT EXTENSION (SECTION- 6):
Pursuant to our discussions and verbal agreements, this document
shall serve to document, memorialize, and formalize your request for
a ONE (1) YEAR Term Extension of our Engagement from the original
termination date of June 30, 1999 to June 30, 2000, in accordance
with Section 6 of our original Agreement. As previously discussed,
agreed, and set forth in our Amendment Agreement dated February 24,
1999, the fee for the one-year extension shall be TWO MILLION, TWO
HUNDRED AND FIFTY THOUSAND (2,250,000) SHARES of Platforms
International Corporation free trading common stock, less ONE MILLION
(1,000,000) SHARES received on November 13, 1998, plus the
reimbursement of operational expenses incurred in the normal course
of business to support Platforms operations. This Term of Agreement
Extension Amendment is hereby incorporated into the original
Agreement of April 6, 1998 and made an integral part thereof by
reference. Under the Term Extension Agreement, special corporate
development and marketing emphasis shall be placed on: (i)
reinforcing our strategic marketing position with Americel S.A.; (ii)
developing strategic key account relationships with major
telecommunications service providers in Brazil; (iii) developing
strategic alliances with prominent, international telecommunications
systems integrators; (iv) applying for ANATEL and DAC operating
licenses for Brazil; (iv) assisting in the coordination of the ARC
System ALPHA and BETA System Demonstration Tests in the U.S.A. and
Brazil, respectively; (v) developing and negotiating short term
financing and capitalization sources to finance the acquisition of a
high-performance aircraft to conduct the System demonstration tests;
(vi) developing and negotiating short term financing and
capitalization sources to fund the ALPHA and BETA Test System
Demonstrations; (vii) directing and coordinating the team effort to:
(a) complete the certified audit of Platforms' books; (b) produce
SEC-compliant certified financial statements; (c) assist corporate
counsel to file Form 10-SB or SB-2 with the SEC to make Platforms a
fully-reporting corporation; (d) produce stockholders' proxy letter
to solicit authorization to reorganize and restructure the company's
capital structure, by increasing the Authorized shares of capital
stock from forty million shares to one hundred million shares; (e)
organize and conduct the Platforms Stockholders' Meeting event; (f)
produce the Stockholders' Annual Report; and (g) produce company
press kits and a video of significant corporate events. Performance
of tasks outlined above shall depend on operating capital
availability, and the task priorities assigned and set forth by the
President of Platforms.
3. INTERMEDIA PERFORMANCE CONSIDERATIONS:
Pursuant to our discussions and verbal agreements, this document
shall also serve to document, memorialize, and formalize our
understanding that, as of the date of this Amendment Agreement,
InterMedia has successfully completed and delivered the two most
important mandates of its marketing consulting services assignment:
A. To develop an ARC System customer in Brazil. The successful
sign-up of the most prestigious cellular telecommunications service
provider in Brazil, AMERICEL S.A., as the first ARC System potential
customer and BETA Test Site international showcase installation, with
a customer-stated requirement of 15 to 25 ARC System sites throughout
Brazil, at approximately $20 to $25 million per site, fully delivers
on InterMedia's marketing commitment, beyond everyone's expectations.
With ALPHA and BETA Test demonstrations of the ARC System for
AMERICEL S.A. scheduled for September and November/December 1999, in
the U.S. and Brazil, respectively, the successful completion and
closure of the Americel ARC System Purchase Agreement is now up to
Platforms' technical and financial ability to deliver its airborne,
wireless telecommunications capabilities, as represented to the customer.
B. To develop and deliver a comprehensive Corporate Business Plan
for Platforms' PICTEL Division, to package and capitalize on the
marketing momentum established in Brazil. The complete Corporate
Business Plan developed by InterMedia for Platforms (800 pages +)
includes the business and statistical information on Platforms and
its competitive markets, as well as strategic and tactical corporate
development plans, marketing and sales strategies, market
characteristics and specific target markets, as well as the business
and financial infrastructure of the company. The Plan was developed
as a comprehensive documentation of Platforms' corporate
capabilities, and as the critical tool required to: (i) properly
present the company to the investment community and potential
strategic business partners; and (ii) provide the essential tool
required to conduct operating capital raise activities.
C. InterMedia has also successfully procured the involvement of ADC
Telecommunications as the ARC System Deployment Project Manager, and
the potential System Integrator and worldwide product marketing and
distribution strategic partner. In addition, InterMedia is materially
assisting Platforms in its short-term and long-term financing and
capitalization efforts, as well as in numerous other strategic
support assignments, including the acquisition of a high-performance
mission aircraft, the development of instrumental investment banking,
underwriting, and major investor relations, the recruitment of key
company personnel, as well as the retainer of corporate and SEC
certified public accountants, corporate attorneys, and the
recruitment of Xxxxxxxx & Xxxxxxxx, specifically Xxxxx Xxxxxx, Esq.,
to manage the company's response to the SEC investigation.
D. InterMedia and its individual principals continue to work
diligently on the development of a sound corporate infrastructure for
Platforms, with particular emphasis on short and long term corporate
financing and capitalization programs, and the reorganization and
restructure of the company's capital structure to provide the
internal equity capitalization required to continue and expand
corporate operations.
E. InterMedia and its individual principals continue to make
substantial financial investments toward the development and support
of strategic marketing and sales activities, with particular emphasis
on Brazil. The consulting services outlined above have been performed
for Platforms by InterMedia without current compensation, due to
Platforms' continuing inability to issue stock or pay for the
services rendered. InterMedia continues to invest its human and
financial resources heavily to support Platforms marketing
operations, and this Amendment Agreement formalizes the verbal
discussions and agreements related to the stock and financial
compensation due and owing to InterMedia and its Principals for those
services and investments, through July 31, 1999.
F. As set forth in the Amendment Agreement dated February 24, 1999,
in exchange for, and as consideration for InterMedia and Xxxxxxx X.
Xxxxxx directing and underwriting the cost of marketing and sales
operations in Brazil, and subsequently producing a prestigious
potential customer for the ARC System, Platforms granted to
InterMedia and Xxxxxxx X. Xxxxxx in said Agreement: (i) a joint and
several ownership interest in Platforms' Airborne Relay
Communications "ARC" System Technology; and (ii) exclusive,
proprietary ownership of any and all revenues resulting from sales of
the ARC System in Brazil. This Amendment Agreement ratifies the
security interest granted to InterMedia and Xxxxxxx X. Xxxxxx in the
Amendment Agreement of February 24, 1999, as security collateral for
the issuance of all shares of Platforms common stock and money due
and owing to InterMedia and Xxxxxxx X. Xxxxxx.
G. Upon issuance of all Platforms free-trading shares of common
stock due and owing to InterMedia and its principals, and the payment
of all unreimbursed costs and expenses incurred by InterMedia on
behalf of Platforms, InterMedia and its Principals hereby agree to
release and relinquish: (i) their joint and several proprietary
security interest rights in the Airborne Relay Communications "ARC"
System; and (ii) their exclusive proprietary rights to any and all
revenues generated through the sale of ARC System Licenses in Brazil,
in favor of Platforms.
H. In the event Platforms International Corporation fails to issue
the subject shares of Platforms stock and pay the money due and owing
to InterMedia, in accordance with the stock issuance trigger events
and/or deadline dates set forth in this Agreement, InterMedia shall,
at its sole discretion: (1) exercise its joint and several ownership
title to the Airborne Relay Communications "ARC" System Technology to
market, sell outright, and/or use it at its sole discretion; (2)
continue its ARC System marketing efforts in Brazil and keep all
Telecom service business revenues and profits generated from the sale
and/or lease of the ARC System in Brazil or in any other part of the
world; and (3) collect liquidated damages from Platforms
International Corporation, and/or any of its subsidiaries and/or
affiliate companies, in an amount equal to the unreimbursed costs and
expenses incurred by InterMedia on behalf of Platforms, plus the
current market value of the shares of PLFM stock due to InterMedia
and its principals as of the effective date of this Agreement, or the
prevailing market value of the stock as of the actual collection
date, whichever is greater.
4. PLATFORMS COMMON STOCK COMPENSATION:
The Platforms common stock compensation due and owing to InterMedia
and its Principals for services rendered through July 31, 1999,
including a term extension agreement that extends the expiration date
of InterMedia's Consulting Services Agreement to June 30, 2000, is as
follows:
A. Total Stock (Free Trading) Compensation due to InterMedia,
through February 28, 1999, as agreed to and set forth in Amendment
Agreement dated February 24, 1999: 6,750,000 Shares.
B. Additional Stock (Free Trading) Compensation due through July
31, 1999, reflecting compensation for: (i) continued financing of
Brazil operational and Marketing activities; (ii) the sign-up of a
major Telecom service provider, customer in Brazil, and (iii) major
corporate contributions, as set forth in Section III, above:
2,500,000 Shares.
C. Additional Stock (Free Trading) Compensation due to InterMedia
For: (i) research, compilation, and preparation of comprehensive
Corporate Business Plan for Platforms; and (ii) negotiating and
raising short term capital to fund acquisition/lease/rental of
high-performance aircraft and ALPHA Test equipment/services/operations, and
deployment: 2,750,000 Shares.
TOTAL 12,000,000 Shares *
D. All shares of Platforms International Corporation common stock
payable to InterMedia under the terms and conditions of this
Agreement are subject to dilution in accordance with the forthcoming
plan of corporate capitalization reorganization and restructure.
E. The shares of Platforms International Corporation common stock
to be issued to InterMedia, Xxxxxxx X. Xxxxxx, and other members of
the InterMedia staff under the terms and conditions of this
Agreement, shall be "Free-trading" in the amount and to the extent
permissible by law, through appropriate registration of such
securities with the SEC.
F. The shares of Platforms International Corporation common stock
due and owing to InterMedia and its Principals shall be issued as set
forth in Section G, below, immediately upon completion of the
Platforms corporate capital structure reorganization, or as soon as
Platforms is in a position to issue the stock, but no later than
November 15, 1999.
G. The shares of Platforms International Corporation common stock
due and owing to InterMedia and its Principals shall be issued as set
forth, below:
ISSUEE NO. SHARES
InterMedia Video Marketing Corp. 2,250,000
Xxxxxxx X. Xxxxxx 4,500,000
Xxxxxx X. Xxxxx 2,250,000
Xxxxxxx Xxxxxxx 2,000,000
Xxxxxxx Xxxxxx, Xx. 1,000,000
TOTAL 12,000,000 Shares
H. The shares of Platforms common stock to be issued to InterMedia
and its individual principals, as set forth in Section IV-G, above,
when issued, shall satisfy and extinguish all Platforms' stock
compensation obligations due to InterMedia and its principals.
I. The shares of Platforms International Corporation common
stock to be issued to InterMedia and its principals, as set forth in
Section IV-G, above, however, do not satisfy and extinguish the
outstanding financial reimbursement obligation of Platforms
International Corporation to Xxxxxxx X. Xxxxxx, for out-of-pocket
operating costs and expenses incurred on behalf of Platforms to
support Platforms operations. The amount of unreimbursed operating
costs and expenses due and owing by Platforms to Xxxxxxx X. Xxxxxx as
of July 31, 1999 is $268,043.00.
J. The shares of Platforms International Corporation common
stock to be issued to InterMedia and its principals, as set forth in
Section IV-G, above, however, do not satisfy and extinguish the
outstanding stock issuance obligation of Platforms, due and owing to
financial underwriters and brokers for services rendered. As of the
date of this agreement, the following number of PLFM shares of stock
are due and owing to financial underwriters: (i) free trading stock:
135,000 shares; (ii) restricted stock: 250,000 shares.
5. SALES COMMISSIONS AND INCENTIVE COMPENSATION-- SECTIONS- 2.1.2. AND 2.1.3.
With the achievement of a strategic alliance with AMERICEL S.A., one
of the most prestigious Telecommunications Service Provider in
Brazil, and the potential first ARC System customer and worldwide
Beta Test showcase site, it is necessary to document, memorialize,
and formalize verbal discussions, understandings, and agreements
concerning InterMedia's incentive compensation Agreement, as it
pertains to the AMERICEL marketing achievement, in accordance and
compliance with the provisions of Sections 2.1.2. and 2.1.3. of the
original April 6, 1998 Agreement.
A. TELECOMMUNICATIONS SERVICE PROVIDER -- SALES COMMISSION AGREEMENT
(SECTION 2.1.2.)
In accordance with the terms and conditions of Section III, B-2 set
forth in Amendment Agreement dated February 24, 1999, InterMedia
surrendered and relinquished its rights to a FIVE to TEN (5% to 10%)
PERCENT of gross sales commission on all sales of ARC System Licenses
in Brazil, as set forth in Section 2.1.2. of the April 6, 1998
original Agreement, as part of the consideration exchanged for a
marketing fee of FIVE MILLION (5,000,000) SHARES of Platforms common stock.
B. TELECOMMUNICATIONS SYSTEM INTEGRATOR - BULK SALE/TRANSFER
COMMISSION/BONUS AGREEMENT (SECTION 2.1.2. AND 2.1.3.)
In the event of a bulk transfer of any value from a TIC System
Integrator to Platforms International Corporation and/or Xxxxxx X.
Xxxxx as a result of a strategic alliance, teaming arrangement, or
any other form of cooperative business enterprise, InterMedia shall
receive a TEN (10%) PERCENT incentive compensation share of the gross
amount of any and all transactions resulting from such a transfer.
Transfer of value, or transaction value, shall be defined as the
total proceeds and other consideration paid or received or to be paid
or received in connection with a transaction (which consideration
shall be deemed to include amounts in escrow), including, without
limitation, cash, notes, securities, royalties, licensing fees,
royalties/licensing fees advances, and other property, transfers made
in installments, amounts payable under consulting agreements or
agreements not to compete or similar arrangements, and contingent
payments, as defined below and received by the company its employees,
officers, agents, and/or its shareholders. Contingent payments shall
be defined as the fair market value of consideration received by the
Company, its employees, officers, agents, and/or its shareholders in
the form of transaction completion bonuses, deferred payments,
non-compete agreements, employment contracts, and/or other deferred
performance-based or contingent payments. Payments of commissions,
bonuses, and/or other forms of incentive compensation due to
InterMedia as set forth under the teens and conditions of this
Agreement shall be due and payable immediately upon receipt by
Platforms, Xxxxxx X. Xxxxx, or any of Platforms' divisions,
subsidiaries, parent companies, affiliates, employees, officers,
agents, or directors, of any and all transfers of value from the T/C
System Integrator or any of its subsidiaries and/or affiliate
companies or agents.
C. CORPORATE MERGER, ACQUISITION, STRATEGIC ALLIANCE, OR BULK SALE
In the event of a merger, acquisition, buyout, or any transaction
where possession and/or control of most of the assets and/or
intellectual properties of Platforms are transferred to or taken over
by another entity, InterMedia, and each and all of its principals,
shall have the right, at their discretion, to have all or any part of
their share holdings, or, if shares are pending issuance, in
accordance with the terms and conditions of this Agreement, to have
their actual shares of Platforms stock AND any shares of Platforms
stock pending to be issued, bought by the acquiring or new control
company at the higher of market price or market price plus the
premium paid by the acquiring company for Platforms and/or the
control of its assets and/or intellectual properties. Furthermore,
since a takeover of Platforms terminates the long-term investment
potential of InterMedia's stock holdings in Platforms, InterMedia and
its principals shall be entitled to receive a bonus of TEN (10%)
PERCENT of any and all gross proceeds generated by transactions that
result in the transfer of any value to Platforms International
Corporation and/or Xxxxxx X. Xxxxx as a result of a strategic
alliance, teaming arrangement, merger, acquisition, buyout, or any
other form of joint business enterprise. Transfer of value, or
transaction value, shall be defined as the total proceeds and other
consideration paid or received or to be paid or received in
connection with a transaction (which consideration shall be deemed to
include amounts in escrow), including, without limitation, cash,
notes, securities, royalties, licensing fees, royalties/licensing
fees advances, and other property, transfers made in installments,
amounts payable under consulting agreements or agreements not to
compete or similar arrangements, and contingent payments, as defined
below and received by the company its employees, officers, agents,
and/or its shareholders. Contingent payments shall be defined as the
fair market value of consideration received by the Company, its
employees, officers, agents, and/or its shareholders in the form of
transaction completion bonuses, deferred payments, non-compete
agreements, employment contracts, and/or other deferred
performance-based or contingent payments. Payments of commissions,
bonuses, and/or other forms of incentive compensation due to
InterMedia as set forth under the terms and conditions of this
Agreement shall be due and payable immediately upon receipt by
Platforms, Xxxxxx X. Xxxxx, or any of Platforms' divisions,
subsidiaries, parent companies, affiliates, employees, officers,
agents, or directors, of any and all transfers of value from the
acquiring company or any of its subsidiaries and/or affiliate
companies or agents. In the event Platforms and/or the acquiring
company should fail to honor their obligations to InterMedia and its
principals, as set forth in this Agreement, InterMedia shall, at its
sole discretion: (1) exercise its joint and several ownership title
to the Airborne Relay Communications "ARC" System Technology to
market, sell outright, and/or use at its sole discretion: (2)
continue its ARC System marketing efforts in Brazil and keep all
Telecom service business revenues and profits generated from the sale
or lease of the ARC System in Brazil and/or in any other part of tile
world: and (3) collect liquidated damages from Platforms, and/or any
of its subsidiaries and/or affiliate companies, in an amount equal to
the unreimbursed costs and expenses incurred by InterMedia on behalf
of Platforms, plus the current market value of the shares of PLFM
stock due to InterMedia and its principals as of the effective date
of this Agreement, or the prevailing market value of the stock as of
the actual collection date, whichever value is greater.
6. ENTIRE AGREEMENT:
This Amendment Agreement, dated August 30, 1999, is hereby
incorporated and made an integral part of the original Agreement
between the parties, dated April 6, 1998. This Amendment Agreement
updates, formalizes, and records all verbal discussions and
agreements, concerning the stock and financial compensation due and
owing from Platforms to InterMedia and its principals through July
31, 1999. This Agreement replaces and supersedes any and all previous
discussions and agreements, whether verbal or written, which apply,
specifically, to: (i) the Term of the original Agreement, dated April
6, 1998; (ii) the stock and financial compensation due from Platforms
to InterMedia and its principals up to and including July 31, 1999;
(iii) security collateral to ensure the payment of all shares of
Platforms common stock and money due and owing by Platforms to
InterMedia and its principals: (iv) updated due dates for issuance of
stock and financial payments; (v) specific instructions for Platforms
stock certificate issuances; and, (vi) outstanding, due and owing
balances of both financial and stock compensation. All other
covenants, agreements, terms and conditions of the original Agreement
between Platforms and InterMedia, dated April 6, 1998, as modified by
formal Amendment Agreements dated February 24, 1999, March 25, 1999,
and August 30, 1999, including indemnification provisions, continue
to be applicable, enforceable, and in full force and effect.
7. REPRESENTATION BY COUNSEL:
The parties acknowledge that each of them has been represented in the
preparation, negotiation and execution of this Agreement by
independent legal counsel of their own choosing, that such
independent legal counsel has explained the legal effect of this
Agreement to them, and they fully understand each and every term,
covenant, condition and provision of this Agreement.
8. CONSTRUCTION:
This Agreement has been negotiated between the parties hereto and has
been prepared in accordance with their joint instructions. To the
extent that there is any uncertainty or ambiguity herein, neither
party hereto shall be deemed to have caused it within the meaning of
Section 1654 of the California Civil Code.
9. COUNTERPARTS:
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but which when taken
together, including counterpart signature pages signed separately but
by all of the parties in total, shall be deemed to constitute one and
the same instrument.
10. HEADINGS:
The titles and headings of the various sections of this Agreement are
intended solely for reference convenience, and are expressly not
intended to explain, modify or place any construction upon any of the
terms or provisions of this Agreement.
11. SEVERABILITY:
If any portion of this Agreement shall be determined to be illegal,
invalid or unenforceable by a court of competent jurisdiction, the
remaining sections and portions of this Agreement shall,
nevertheless, remain in full force and effect, with any such illegal,
invalid or unenforceable portion being deemed deleted.
12. WAIVERS:
No waiver or any breach of any covenant or provision contained herein
by any party shall be deemed a waiver of any preceding or succeeding
breach thereof or a waiver of any breach of any other covenant or
provisions contained herein. Additionally, no extension of time for
the performance of any obligation or act specified herein shall be
deemed an extension of time for the performance of any other
obligation or act contained herein.
13. FURTHER ASSURANCES:
The parties hereto agree to execute such further documents and take
such further actions as may be necessary or appropriate in order to
carry out the purposes and intent of this Agreement.
14. SUCCESSORS AND ASSIGNS:
This Agreement and each and all of the covenants, terms, and
provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and his/her/their respective successors, assigns,
employees, agents, attorneys, representatives, officers, directors,
shareholders, partners, and insurers.
15. SURVIVAL:
The covenants, agreements, representations contemplated by this
Agreement and warranties contained herein shall survive the closing
of the transaction
16. TIME OF ESSENCE:
The parties hereto acknowledge that time is of the essence with
respect to each and every term and provision of this Agreement, it
being expressly understood, acknowledged and agreed by the parties
hereto that each date and time specified herein for the performance
of any term or provision of this Agreement has been the subject of
specific discussion and negotiation between the parties hereto.
17. NOTICES:
All notices or other communications provided for herein shall be in
writing and shall be deemed validly given, when delivered personally
or sent' by registered or express mail; postage prepaid, and, pending
the designation of another address, addressed as follows:
A. IF TO PLATFORMS:
Xxxxxx X. Xxxxx
President & CEO
Platforms International Corporation
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
B. IF TO INTERMEDIA (AND PRINCIPALS)
Xxxxxxx X. Xxxxxx
President
InterMedia Video Marketing Corporation
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
C. SERVICE
Service of any such notice so made by mail shall be deemed completed
on the day of actual delivery as shown by the addressees
certification receipt or at the expiration of the third (3rd) day
after the date of mailing, whichever is earlier in time. Any party
hereto may, from time to time, by notice in writing upon the other
party hereto as aforesaid, designate a different mailing address or a
different person to whom all such notices or demands are thereafter
to be addressed.
18. PROFESSIONAL FEES:
Should any party hereto initiate any action or proceeding to enforce
or interpret any term or provision of this Agreement, the prevailing
party in any such action or proceeding shall be entitled to recover
from the other party all costs and expenses incurred in connection
therewith (including, but not limited to, attorneys, accounting and
other professional fees and costs), which fees and costs shall be in
addition to any other relief awarded by the court and regardless of
whether array such action or proceeding is prosecuted to final judgment.
19. EXPENSES, TAXES:
Each party shall be responsible for its own legal, accounting, and
other similar expenses incurred in connection with transactions
contemplated by this Agreement.
20. NO BROKERS OR FINDERS FEES:
No person, firm or corporation has any right, interest, or valid
claim against Platforms or InterMedia for any commission, fee, or
other compensation as a finder or broker in connection with the
transactions contemplated by this Agreement.
21. ASSIGNMENT:
Other than as provided herein, neither this Agreement nor any of the
rights, interests, or obligations hereunder shall be assigned by any
of the parties hereto without the prior written consent of the other party.
22. TERMINATION:
This Agreement may be terminated by mutual agreement of the parties
at any time.
23. GOVERNING LAW:
This Agreement shall in respects of substantive issues be governed
by, and enforced and interpreted in accordance with the laws of the
State of California which are applicable to contracts wholly executed
and wholly performed in said State.
24. DESIGNATED FORUM FOR DISPUTE RESOLUTION:
Any litigation or other legal proceeding arising out of or related to
this Agreement shall be instituted, maintained, heard and decided
exclusively in any court of competent jurisdiction in Los Angeles
County, California, and the parties hereto irrevocably submit to
jurisdiction and venue in such county.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of August 30. 1999.
AMENDMENT AGREEMENT TO MODIFY PLATFORMS INTERNATIONAL CORPORATION AND
INTERMEDIA VIDEO MARKETING CORP. ORIGINAL AGREEMENT DATED APRIL 6, 1998.
This executed Amendment Agreement is a formal modification addendum
to the original Marketing Consulting Services Agreement between
Platforms International Corporation and InterMedia Video Marketing
Corporation, dated April 6, 1998. This Amendment Agreement addendum
is hereby incorporated into the original Agreement of April 6, 1998,
and it is hereby made an integral part thereof by reference. The same
basic terms and conditions of the original Agreement of April 6, 1998
shall apply to this Amendment Agreement, including all
indemnification provisions. All covenants, agreements, terms and
conditions, representations and warranties contained herein shall
survive the closing of the transactions contemplated by this
Amendment Agreement. .
AGREED TO AND EXECUTED:
INTERMEDIA VIDEO PLATFORMS INTERNATIONAL
MARKETING GROUP CORPORATION
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxx
Sole Proprietor President & CEO
