EXHIBIT 10(g) Engagement agreement between the Company and Xxxxxx
X. Xxxxxx, Inc.
XXXXXXX XXXXX, INC. ENGAGEMENT LETTER
This engagement agreement ("Agreement") is made and entered into
as of July 14, 2003 by and between Xxxxxxx Xxxxx, Inc., a Nevada
Corporation ("the Company) and Xxxxxx X. Xxxxxx, Inc. ("the
Client") with respect to the following:
Whereas, the Client wishes to retain the Company to regain
ownership of the domain "XxxxxxXxxxxx.xxx", design and host a two
(2) web sites (xxx.xxxxxxxxxxxx.xxx and xxx.xxxxxxx.xxx) and
market such web sites using a combination of online and offline
marketing strategies.
Whereas, the Client represents and warrants that he has full
authority to act on behalf of "Xxxxxx Xxxxxx" and "Xxxxxx X.
Xxxxxx, Inc." in regards to all items outlined within this
Agreement
NOW, THEREFORE in consideration of the herein stated premises and
such other consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
A. The Company shall design Client's web site based on information
supplied to the Company by the Client (articles, pictures, etc.).
B. The Company shall drive traffic to Client's web site via media
buys, strategic link placements and/or any/all other means at the
Company's sole discretion.
C. The Company shall update the web site on an ongoing basis as
part of its equity position in the web project.
D. The Company shall provide the Client with a link to third party
web statistics company Alexa Research (xxx.xxxxx.xxx) to
independently track the progress of its web ranking.
E. The Company shall handle all integration of e-commerce features
into the XxxxxxXxxxxx.xxx web site, including a payment system for
orders of online merchandise and the development of an
interactive, custom branded, "Xxxxxx Xxxxxx" screen saver.
F. All uses of the name Xxxxxx Xxxxxx name, likeness and xxxx
shall be subject to Client's approval not to be unreasonably
withheld.
G. All merchandise agreements shall be subject to our prior
written approval not to be unreasonably withheld.
H. After the initial two year term, each renewal shall be for one
year at a time.
I. Any disputes shall be resolved by the binding AAA arbitration
in California.
J. Total compensation for services rendered shall be made payable
to Xxxxxxx Xxxxx, Inc. as follows:
* 30% of the profit margin on all merchandising sales as
outlined in Appendix A. All additional merchandise items shall
carry the same commission based compensation of 30% of profit
margin.
* 40% on all Company originated revenue streams including but
not limited to: online advertising sales, merchant affiliation
revenue, search revenue, etc.
* Since the Company will manage the online ordering process,
the Company shall forward the remaining 100% of all merchandise
sales receipts minus a 30% commission calculated upon the profit
margin on each item as outlined in Appendix A, and 60% of all
advertising affiliation and search revenue to a Client designated
account no later than by the 15th of each month for all activity
generated during the prior month.
* In the event Client decides to sell or assign the web
property XxxxxxXxxxxx.xxx to a third party, the Company shall be
entitled to a 30% share of all sales proceeds, or its 30% equity
ownership shall carry over to the new owner of the web property.
"Web property" shall be defined as "all Xxxxxx Xxxxxx property and
content available via the Internet, including web site(s), screen
saver(s), domain name(s) and any and all e-commerce
relationships". Alternatively, Xxxxxx X. Xxxxxx shall be entitled
to buy out all rights to web properties and forego future
commission in exchange of a one-time lump sum payment of $10,000
to Xxxxxxx Xxxxx Inc.
* It is understood that Xxxxxxx Xxxxx, Inc.'s revenue and
commission participation is limited to revenues and commissions
generated directly from the web sites referenced herein
K. The Client shall provide the Company with supplier invoices
showing acquisition costs for all items purchased with the intent
of resale on web site (photos, basketballs, jerseys, videos, DVDs
and any other item or memorabilia).
L. The Client shall be responsible for all merchandise
fulfillments and merchandise returns.
M. The Company shall be responsible for all issues relating to
advertising sales and merchant affiliations.
N. This Agreement supersedes any and all prior agreements whether
written or oral between the Parties. No other agreement, either
expressed or implied, exists with respect to the subject matter
discussed herein.
O. This agreement may be executed in one or more counterparts,
each of which shall constitute an original.
P. The initial term of this Agreement shall be 2 years. The
Agreement shall automatically renew unless cancelled in writing by
either party with a 90 day advance notice.
Q. The Parties to this Agreement hereby agree that the laws of the
State of California shall apply with respect to the terms and
conditions of this Agreement.
In witness hereof, the parties hereby agree to the terms as
outlined above.
Xxxxxxx Xxxxx, Inc. Xxxxxx X. Xxxxxx
/s/ Xxxxxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxx
By: Xxxxxxxxx Xxxxxxx By: Xxxxxx X. Xxxxxx
APPENDIX A
As outlined by Xxxxxx Xxxxxx (Prince Marketing Group) in email
dated 06/18/2003 "You" refers to Xxxxxxx Xxxxx Inc.
With Xxxxxx for example most photos have to be licensed by the NBA
and our cost is $2.00 per photo with the NBA hologram.
Example Xxxxxx 8x10 photographs sell for $40.00-$50.00 (We would
give you 15% of the gross and Xxxxxx would keep the rest)
On signed basketballs we would sell them for $90.00-$100.00 and
again you would get 15% of the gross and Xxxxxx would keep the
rest.
On signed jerseys we would sell them for $225.00-$250.00 (The
jerseys alone are $125) and once again you would get 15% and
Xxxxxx would keep the rest
Then we have, a long sleeve t-shirt license deal (That looks like
Xxxxxx Xxxxxx'x body as it has all his tattoos down the arms and
on the chest and back that he actually has on his body) that we
are finalizing right now where Xxxxxx gets 40% of the gross and
they will sell for $20.00. So Xxxxxx will get $8.00 and we would
give you 15% of that.
We also have the Xxxxxx Xxxxxx Strippers Ball video and DVD of
over a dozen parties that Xxxxxx hosted over the past two years.
Kind of like a "Girls Gone Wild" type theme. They sell for $19.95
and Xxxxxx gets 20% royalty ($4.00) of which you would get 15% of
that.
We can manufacture a ton of stuff and just signed on with a
licensing company that is going to expand this like crazy. It
would be great to have 25 items to choose from.
APPENDIX B
Xxxxxxx Xxxxx, Inc. changed its corporate name to Karma Media,
Inc. as of August 26, 2003. More information about the name
change can be found at xxxx://xxx.xxxxx.xxx/xx/000000/000000.xxxx
In witness hereof the parties hereby agree to assign and transfer
the original engagement letter entered into between Xxxxxxx Xxxxx
Inc. and Xxxxxx X. Xxxxxx on July 14 2003 to Karma Media, Inc.
All items in the engagement letter besides the name change to
Karma Media, Inc, shall remain the same.
Xxxxxxx Xxxxx, Inc. Xxxxxx X. Xxxxxx
/s/ Xxxxxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxx
By: Xxxxxxxxx Xxxxxxx By: Xxxxxx X. Xxxxxx
