EXHIBIT 10.22
Agreement
THIS AGREEMENT is made and entered into as of this 18th day of March,
1992, by and between XXXXXX XXXXXX ("Xx. Xxxxxx") and RADIO METRIX INC.
("RMI").
WITNESSETH:
WHEREAS, Xxxxx Xxxxx Xxxxx has developed technology for a sensing
device utilizing radio waves in a unique fashion (herein the "TECHNOLOGY"); and
WHEREAS, Xxxxx Xxxxx Xxxxx, together with Xxxxx Xxxxx, Xxxxx
Xxxxxxxxx, Xxxxx Xxxxx and Xxxxxx Xxxxxx (herein "RMC") have assigned all
rights to said TECHNOLOGY to SDR Metro, Inc., a corporation organized by them to
develop the TECHNOLOGY; and
WHEREAS, SDR Metro, Inc. has entered into an exclusive, worldwide,
perpetual License Agreement with RMI concerning all applications of the
TECHNOLOGY; and
WHEREAS, Xx. Xxxxxx previously entered into an agreement with RMC, an
unincorporated entity doing business for the benefit of Xxxxx Xxxxx, Xxxxx
Xxxxxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxx, and Xxxxx Xxxxx Xxxxx (herein
collectively referred to as "RMC"), providing Xx. Xxxxxx with certain marketing
rights, as specified in Exhibit "A" hereto; and
WHEREAS, Exhibit "A" and the marketing rights granted to Xx. Xxxxxx
thereunder were subsequently terminated by RMC pursuant to Exhibit "B"; and
WHEREAS, Xx. Xxxxxx attempted to assign part or all of his rights
under Exhibit "A" to Magnetic Maulburg, a German corporation, pursuant to
Exhibit "C"; and
WHEREAS, Xx. Xxxxxx introduced RMI, or its principals, Xx. Xxxxxxx
Xxxxxxx and Xx. Xxxxxx Xxxxxx, to RMC for the purposes of attempting to
establish a commercialization agreement concerning the TECHNOLOGY; and
WHEREAS, RMI had previously invited Xx. Xxxxxx to be a participant and
stockholder of RMI as compensation for Xx. Xxxxxx'x introduction and
anticipated ongoing efforts to participate in the commercialization of the
TECHNOLOGY; and
WHEREAS, RMI has withdrawn its invitation to Xx. Xxxxxx to serve as a
participant or stockholder in RMI upon learning the correct facts and
circumstances surrounding Xx. Xxxxxx'x business and contractual relationships
with both RMC and Magnetic Maulburg; and
WHEREAS, RMI wishes to grant Xx. Xxxxxx a royalty interest in future
potential revenues of RMI resulting solely from the TECHNOLOGY as sole and
exclusive compensation to Xx. Xxxxxx for his introduction of RMI to RMC and any
prior or future assistance which he may provide in the commercialization of
TECHNOLOGY; and
WHEREAS, RMI and Xx. Xxxxxx wish to enter into this Agreement as the
definitive and exclusive statement of their understanding and agreement.
NOW, THEREFORE, for good and valuable consideration, in hand received,
the parties hereto mutually agree as follows:
1. Compensation. RMI hereby agrees to pay to Xx. Xxxxxx as Xx.
Xxxxxx'x sole and exclusive compensation from RMI and its stockholders and
principals an amount equal to five percent (5%) of the royalty revenue received
by RMI from the TECHNOLOGY, less any amounts paid or required to be paid to RMC
or SDR Metro, Inc. for the licensing rights to said TECHNOLOGY. In the event
RMI becomes the manufacturer or marketer of products incorporating the
TECHNOLOGY, RMI shall, in lieu of the foregoing compensation, pay Xx. Xxxxxx
compensation equal to five percent (5%) of the adjusted gross revenues of RMI
from such sales, which involve the manufacture or marketing of products by RMI.
"Adjusted Gross Revenue" shall mean gross revenues from the sale of products
manufactured or marketed by RMI and incorporating the TECHNOLOGY, less all
costs of manufacturing, licensing, fees and royalties, manufacturing,
advertising, and cost of sales. The compensation provided for herein shall
continue for the life of the license arrangement between RMI and SDR Metro,
Inc. concerning the TECHNOLOGY. The Compensation provided for in this Agreement
is related solely and exclusively to the TECHNOLOGY described in the Agreement
dated March 14, 1992 between RMI and SDR Metro, Inc. In the event of revenues
earned by RMI for development purposes or for signing license arrangements, but
which do not constitute advance royalty fees, no compensation shall be paid to
Xx. Xxxxxx hereunder. Should RMI receive compensation from the sale of the
TECHNOLOGY or a license fee that does not require ongoing royalty fees, RMI
shall pay Xx. Xxxxxx an amount equal to 5% of RMI's net proceeds. For purposes
hereof, "net proceeds" shall mean gross proceeds less costs of procuring and
closing the sale or license, and royalty or other fees to be paid to SDR Metro,
Inc.
2. Buy-Out. Xx. Xxxxxx agrees that the compensation arrangement
may be purchased by RMI or its assigns at any time for an aggregate purchase
price not to exceed $200,000, with all royalties earned during the first 24
months of this Agreement, constituting being credited against the purchase
price.
3. No Claim. Xx. Xxxxxx expressly acknowledges and agrees that
he has no right, claim, or interest in or to the TECHNOLOGY. Furthermore, Xx.
Xxxxxx acknowledges and agrees that he has no right, title, or interest in or
to, or any claim against, RMI or
2
any of its principals, save and except only his right to compensation as set
forth in paragraph 1 of this Agreement. Xx. Xxxxxx acknowledges and agrees that
the Marketing Agreement designated Exhibit "A" hereto is void and of no
continuing effect and that he has no marketing rights or other interest in or
to the TECHNOLOGY arising thereunder. Simultaneously with the execution of this
Agreement, Xx. Xxxxxx agrees to execute the General Release attached hereto as
Exhibit "D".
4. Proper Conduct. Xx. Xxxxxx acknowledges and agrees that the
conduct of Xxxxxx & Xxxxx, P.A., and Attorney Xxxxxx X. Xxxxxx have been
appropriate and ethical at all times in connection with this transaction. Xx.
Xxxxxx acknowledges that the purpose of this paragraph is to verify and confirm
that this Agreement is viewed by Xx. Xxxxxx as consistent with the legal
responsibility of Xxxxxx & Xxxxx, P.A., and Xx. Xxxxxx and does not in any
fashion constitute a conflict of interest or conduct which is viewed by Xx.
Xxxxxx as unethical. Xx. Xxxxxx acknowledges that he has been advised to
consult with and rely upon the advice of independent legal counsel and,
further, Xx. Xxxxxx acknowledges and agrees that he has not relied upon the
advice of Xx. Xxxxxx or Xxxxxx & Xxxxx, P.A., concerning this Agreement or
matters relating to RMC, RMI, or the TECHNOLOGY. Xx. Xxxxxx acknowledges that,
while he consulted with Xx. Xxxxxx concerning RMC and the TECHNOLOGY, his
marketing agreement was subsequently terminated by RMC, and he subsequently
requested of his own volition and with no suggestion from Xx. Xxxxxx that Xx.
Xxxxxx and Xx. Xxxxxxx take over the project of attempting to commercialize the
TECHNOLOGY for their own interests and not in an attorney/client or other
confidential relationship with Xx. Xxxxxx. Xx. Xxxxxx acknowledges and agrees
that should any contention that Xx. Xxxxxx or Xxxxxx & Xxxxx, P.A., acted other
than in a proper, correct, and ethical manner be made in the future by Xx.
Xxxxxx, such contention would be for the sole purpose and intent of slandering
or adversely affecting the reputation of Xx. Xxxxxx and would be actionable as
an intentional wrongdoing on the part of Xx. Xxxxxx. Xx. Xxxxxx acknowledges
and agrees that this paragraph 4 is a material inducement for RMI to enter into
this Agreement.
5. Confidentiality. Xx. Xxxxxx acknowledges and agrees that any
and all information that he holds concerning the TECHNOLOGY is confidential and
cannot be disclosed by him to any third party without the prior permission or
approval of RMI. In furtherance of this confidentiality provision and not in
limitation thereof, Xx. Xxxxxx shall execute, simultaneously with the execution
of this Agreement, the Confidentiality Agreement attached hereto as Exhibit
"E".
6. Covenant Not to Compete. Xx. Xxxxxx agrees that during the
term of this Agreement and for a period of five years thereafter, he shall not,
either directly or indirectly, engage in any activity which is competitive with
the TECHNOLOGY licensed by
3
RMI from SDR Metro, Inc. For purposes hereof, activities competitive with the
TECHNOLOGY shall include, but not be limited to, any development, design,
marketing, commercialization, or manufacture of any product or any technology
which has a use or function similar to that served by the TECHNOLOGY, or which
may be served by the TECHNOLOGY during the term of this Agreement ("Competitive
Activity"). Indirectly engaging in any Competitive Activity shall include, but
not be limited to, serving as an officer, director, owner, partner,
shareholder, or agent or employee of any entity engaged in any Competitive
Activity.
7. Beneficial Party. Each of the agreements, covenants, and
representations of Xx. Xxxxxx contained in this Agreement or any exhibit hereto
shall inure to the benefit of and shall be enforceable by SDR Metro, Inc., as
well as RMI and its principals.
8. Miscellaneous. This Agreement constitutes the entire
understanding of the parties and shall not be amended or otherwise altered,
except in writing and executed by the parties hereto. This Agreement shall be
governed by and construed in accordance with the laws of the state of Florida.
This Agreement shall not be construed more stringently against any party,
regardless of who may have been the draftsman. Any dispute arising under this
Agreement or any of the exhibits attached to this Agreement shall be resolved
by binding arbitration before the American Arbitration Association. Arbitration
shall be the sole and exclusive method for resolving any dispute or enforcing
this Agreement, and arbitration shall be seated solely in Sarasota, Florida,
and shall be before the American Arbitration Association. The findings of
arbitrators shall be final and binding and may be reduced to a judgment in any
court of competent jurisdiction.
IN WITNESS WHEREOF, the parties hereto set their hands and seals on
the day and year first above written.
XX. XXXXXX
By: /s/ Xxxxxx Xxxxxx
----------------------------------------
XXXXXX XXXXXX
RMI
Radio Metrix Inc.
By: /s/ Xxxxxxx Xxxxxxx, Pres.
----------------------------------------
XXXXXXX XXXXXXX, President
4
EXHIBIT "A"
AGREEMENT
THIS AGREEMENT made entered into at Cleveland, Ohio on this 24th day
of August, 1991 by and between Xxxxxx X. Xxxxxx (herein called "Xxxxxx") and
Radio Metrix Company in Euclid, Ohio, (herein called (RMC)) witnesseth:
WHEREAS by cooperative effort of the parties a working prototype has
been produced, and
WHEREAS initial marketing surveys have been conducted by Xxxxxx, and
WHEREAS Simon has assigned the patent and his responsibilities to a
new Corporation known as RMC and RMC together with Simon shall exclusively
manufacture and perform research and development as necessary to the product,
and
WHEREAS all commercialization of the product will be conducted by
Xxxxxx, and
WHEREAS the parties wish to reduce to writing their agreement;
NOW, THEREFORE in consideration of the mutual covenants hereinafter
set forth it is hereby agreed between the parties as follows:
ARTICLE I - DEFINITIONS
As used herein the words capitalized in this article shall have the
meaning or identity set forth after each word.
A. AGREEMENT: This Agreement
B. RMS: Radio-metric proximity sensor using state-of-the-art electronics
to produce a signal to reverse or simply halt movement of a given product to
effectively prevent contact.
C. CORPORATION: A new Corporation to manufacture and market RMS products.
D. PRODUCT: The product shall consist of the RMS used specifically with
barrier gates, sliding gates, garage doors and all other forms of vehicle or
pedestrian access control using safety edge protection.
E. MARKET: All industries involved with the application of the product
within the entire territories of Canada, U.S., Europe, Australia.
RMC hereby gives assignment to Xxxxxx for exclusive sales and
marketing of the product and agrees that no other assignment shall be given
except where Xxxxxx and RMC agree to offer a licensed agreement to include
compensation paid to both parties.
ARTICLE II - DUTIES
X. Xxxxxx shall perform in the following duties for the Corporation.
x. Xxxxxx shall be responsible for sales and marketing of all
products relating to RMS. These duties will include the usual activities
performed by a marketing department in promotion, selling and distribution of
the products to any and all markets identified by Xxxxxx or others.
x. Xxxxxx shall arrange financing for the Corporation. Financing
shall cover such items as organizational costs, research and development,
production and marketing of all products.
X. Xxxxx shall perform in the following duties for the Corporation.
x. Xxxxx will manage the development of prototypes of RMS
products as needed.
x. Xxxxx shall be responsible for all manufacturing including
quality assurance and control.
ARTICLE III - COMPENSATION
X. Xxxxxx shall be compensated by receiving the difference
between the agreed upon costs to Xxxxxx and his selling price (margin). The
term "costs" shall also include the net profits of the Corporation (RMC).
Xxxxxx shall receive the compensation amount presented in the Marketing Expense
as outlined in the business plan (Exhibit #l) until such time as his margin is
equal to the Marketing Expense, reviewed quarterly. At such time when
compensation is attained then the amount paid as Marketing Expense ceases, and
commission only will be paid thereafter. When a license agreement or buy-out of
the product type occurs, Xxxxxx will receive 25% of royalty and buy-out amount
as compensation.
ARTICLE IV - SALE OR LICENSING RMS
Should the Corporation decide to license or sell the RMS either in its
entirety or to individual companies for specific uses, Xxxxxx shall be
compensated by receiving 25% of the sale price (if sold) and 25% of the
royalties paid to the Corporation by the RMS licensing organization(s). Any
payments due Xxxxxx under royalties received from licensing the product shall
continue during Xxxxxx'x life and upon his death a computation of business on
the books will be paid to his estate and heirs, and no future claims against
RMC shall be paid or due.
ARTICLE V - PERSONAL SERVICE CONTRACT
This Agreement is one for personal service on behalf of Xxxxxx,
therefore, it cannot be assigned by Xxxxxx without the prior written consent of
RMC.
ARTICLE VI - USE OF TERMS
Wherever a singular word is used in this Agreement, it shall be
considered as meaning the plural where applicable and wherever the context
permits or requires, and when the singular and/or neuter pronouns are used
herein, the same shall be construed as including all persons and Corporations
designated respectively as Principal or Representative in the heading of this
instrument wherever the context requires.
ARTICLE VII - APPLICABLE LAW
This Agreement shall be construed and interpreted under and in
accordance with the laws of the State of Ohio.
ARTICLE VIII - LEGAL CONSTRUCTION
In case any one or more of the provisions contained in this Agreement
shall be held for any reason to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions hereof and this Agreement shall be construed as if said
invalid, illegal or unenforceable provisions has never been contained herein.
ARTICLE IX - PRIOR AGREEMENTS SUPERSEDED
This Agreement contains the entire understanding and contract between
the parties and all other prior written or oral agreements, understandings or
arrangements are hereby revoked.
ARTICLES X - BENEFIT OF AGREEMENT
This agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, personal representatives, successors
and assigns.
ARTICLE XI - MODIFICATION
No amendment or modification of this agreement shall be binding upon
Xxxxxx and/or RMC unless in writing and signed and dated by the party to be
charged herewith.
ARTICLE XII - COUNTERPARTS
This Agreement may be executed in counterparts and when properly
executed each counterpart shall be considered an original.
ARTICLE XIII - NON-PERFORMANCE/TERMINATION
This agreement will be considered null and void if:
1. If RMC fails to perform the designs outlined in the
business plan within a reasonable benchmark for
their completion.
2. If Xxxxxx fails to perform reasonable marketing
expectations outlined in the business plan.
IN WITNESS WHEREOF the parties have hereunto set their hands this day
of August 24th, 1991.
By: /s/ Xxxxx Xxxxx, President, RMC
----------------------------------------
Xxxxx Xxxxx, President, RMC
/s/ A. Xxxxx Xxxxx, Director of Design, RMC
-------------------------------------------
A. Xxxxx Xxxxx, Director of Design, RMC
/s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxx, Marketing Director
EXHIBIT "B"
[RADIO METRIX COMPANY LETTERHEAD]
-------------------------------------------------------------------------------
November 8, 1991
Xx. Xxxxxx X. Xxxxxx
0000 Xxxxxx Xxx. Xxxxx
Xxxxxxxx, XX. 00000
Dear Xx. Xxxxxx:
Since, you have ceased all communications with us, and refuse to to return our
phone messages we assume the following:
1. You are unable to secure financing to our August 1991
Business Plan.
2. You are no longer interested in fulfilling your obligations
under our agreement entered into on August 24th, 1991 by and
between Xxxxxx X. Xxxxxx and RADIO METRIX COMPANY (RMC).
RMC sees no alternative but to terminate its agreement with you, due to lack of
funds, within seven (7) days from the writing of this letter. Termination of
our agreement is based on your non-performance of duties (Article II) paragraph
(A) subparagraph (b) "Xxxxxx shall arrange financing for the Corporation.....".
Our agreement will be considered null and void under (Article XIII Item 2) "If
Xxxxxx fails to perform reasonable marketing expectations outlined in the
business plan".
If you take exception to this letter please make your intentions known by
registered mail.
Sincerely,
RADIO METRIX COMPANY
By: /s/ Xxxxx Xxxxx, President, RMC
Xxxxx Xxxxx
President, RMC
By: /s/ A. Xxxxx Xxxxx, Director of Design, RMC
Xxxxx Xxxxx Xxxxx
Director of Design, RMC
DJ/ABS/sm
[USPS LOGO] CERTIFIED MAIL RECEIPT
No Insurance Coverage Provided
Do not use for International Mail
(See Reverse)
Sent to
XX. XXXXXX X. XXXXXX
Street & No.
1516 ORANGE AVE. SOUTH
P.O. State & ZIP Code
XXXXXXXX XX 00000
Postage
$ 29
Certified Fee
100
Special Delivery Fee
Restricted Delivery Fee
Return Receipt Showing
To Whom & Date Delivered 100
Return Receipt Showing to
Whom, Date & Addressee's
Address
TOTAL Postage & Fees $229
Postmark or Date
Nov. 8, 1991
EXHIBIT "C"
AGREEMENT
This Agreement entered into this 11th day of October, 1991 by and between
Xxxxxx X. Xxxxxx
0000 Xxxxx Xxxxxx Xxx.
Xxxxxxxx, XX 00000
and MAGNETIC ELEKTROMOTOREN GMBH
Hauptatrasse 6
D7864 Maulburg/Germany
1) Xxxxxx X. Xxxxxx agrees to release the worldwide exclusive marketing
rights of the Radio Metric Sensor (RMS) to the Magnetic Group of
Companies for all applications in barrier gate sensing including toll
booth gates and window/light dome sensing.
2) Xxxxxx X. Xxxxxx agrees to release the non-exclusive marketing rights
for all applications of the RMS in combination with Magnetic actuators
(i.e. linear actuators, swing - and sliding gates, swing door
actuators etc.)
3) The marketing rights do not include the application of overhead
garage doors within the U.S.
4) Xxxxxx X. Xxxxxx will not demand from Magnetic any kind of
compensation for these marketing rights.
5) Magnetic will evaluate a proposal being presented by Radio Metrix
Company (RMC) for the development and production of the RMS adapted to
the appropriate application. Refusal of the use of RMS will void all
rights as stated above.
MAGNETIC ELEKTROMOTOREN GMBH
/s/ Xxxxxx X. Xxxxxx /s/ X. Xxxxx /s/ X. Xxxxxx
-------------------------- ----------------------------------
(Xxxxxx X. Xxxxxx) (X. Xxxxx) (X. Xxxxxx)
GENERAL RELEASE RAMCO FORM 22
Know All Men By These Presents:
That I
(I, We)
XXXXXX XXXXXX
first party, for and in consideration of the sum of $10.00
Dollars, or other valuable considerations, received from or on behalf of
Radio Metrix Inc., Radio Metrix Company, Genius Products, Inc.,
SDR Metro, Inc., Xxxxxx X. Xxxxxx, Xxxxxx & Xxxxx, P.A. and
Xxxxxxx Xxxxxxx.
second party, the receipt whereof is hereby acknowledged,
(Wherever used herein the terms "first party" and "second party" shall
include singular and plural, heirs, legal representatives, and assigns of
individuals, and the successors and assigns of corporations, wherever the
context so admits or requires.)
HEREBY remise, release, acquit, satisfy, and forever discharge the said
second party, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, executions, claims and
demands whatsoever, in law or in equity, which said first party ever had, now
has, or which any personal representative, successor, heir or assign of said
first party, hereafter can, shall or may have against said second party, for,
upon or by reason of any matter, cause or thing whatsoever, from the beginning
of the world to the day of these presents.
In Witness Whereof, I have hereunto set my hand and seal this 18th day
of March, A.D., 1992
Signed, sealed and delivered in presence of:
/s/ /s/ Xxxxxx Xxxxxx L.S.
------------------------------ -----------------------------
XXXXXX XXXXXX
/s/ Xxxxx L.S.
------------------------------ -----------------------------
STATE OF FLORIDA,
COUNTY OF SARASOTA
I HEREBY CERTIFY that on this day, before me, an
officer duly authorized in the State aforesaid and in the County aforesaid to
take acknowledgments, personally appeared XXXXXX XXXXXX to me known to be the
person described in and who executed the foregoing instrument and who
acknowledged before me that he executed the same.
WITNESS my hand and official seal in the County and State last
aforesaid this 18th day of March A.D. 1992.
/s/ Xxxxx ???
----------------------------------
This Instrument prepared by: NOTARY PUBLIC, STATE OF FLORIDA,
Xxxxxx X. Xxxxxx MY COMMISSION EXPIRIES:
Nov. 1, 1995.
Address: Xxxxxx & Xxxxx, P.A. BONDED THRU NOTARY PUBLIC
0000 Xxxxxxxx Xxxx., Xxxxx 000 XXXXXXXXXXXX.
Xxxxxxxx, XX 00000
NON-DISCLOSURE AGREEMENT
Name: XXXXXX X. XXXXXX
----------------------------------------
Title:
----------------------------------------
Address: 0000 XX. XXXXXX XXX.
----------------------------------------
City/state: SARASOTA, FL
----------------------------------------
Zip: 34239
----------------------------------------
This will confirm the Agreement under which I will disclose to you information
and ideas that are considered confidential company information of SDR METRO,
INC. and RADIO METRIX INC.
It is understood that you will receive this disclosure in confidence and that
you will not use the information disclosed or disclose it to any third parties
or make any use of company information and ideas without prior written consent
from SDR METRO, INC. and RADIO METRIX INC.
The foregoing obligations shall not apply:
1. To information which is or becomes publicly known other than by your
failure to observe the above confidentiality obligations;
2. To information which you subsequently receive from a third party who
is not under similar confidentiality obligations to SDR METRO, INC.
and RADIO METRIX INC. with respect to this information;
3. To information which was already in your possession prior to this
disclosure as proven by your records; and
4. After five years from the date of this Agreement.
Please indicate your acceptance of the terms of this Agreement by signing a
copy of this Agreement and returning it to SDR METRO, INC. and RADIO METRIX
INC.
ACCEPTED BY: /s/ Xxxxxx Xxxxxx 3-18-92
------------------------------------------------
Signature Date
APPROVED BY: /s/ Xxxxxxx X. Xxxxxxx 3-18-92
------------------------------------------------
Signature Date
RADIO METRIX, INC.
TELEPHONE FAX
(000) 000-0000 (000) 000-0000
0000 XXXXXXXXXXXX XXXXX
XXXXXXXX, XX 00000
September 17, 1999
Mr. Xxxxxx Xxxxxx
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
For almost seven years, Radio Metrix, Inc. has neither received
contact from you nor been advised by you with regard to contact information or
your current location. Both Xxx and I are disappointed that you have elected to
abandon Radio Metrix, Inc. and your responsibilities under the Agreement. Your
decision to make yourself unavailable on a long-term basis and to provide no
assistance or support to Radio Metrix, Inc., as required under the Agreement,
constitutes a material breach of the Agreement entered into on March 18, 1992
between you and Radio Metrix, Inc. The purpose of this correspondence is to
exercise one last effort to provide you with formal notice that Radio Metrix,
Inc. considers the Agreement with you to be terminated by virtue of your
breach. You are further notified that Radio Metrix, Inc. intends to have no
ongoing or continuing relationship with you. In the event that you disagree
with the Company's position, we invite you to participate in an arbitration
proceeding in Sarasota, Florida as designated in the Agreement.
Very truly yours,
RADIO METRIX, INC.
/s/ Xxxxxxx X. Xxxxxxx, President
------------------------------------------
Xxxxxxx X. Xxxxxxx, President
XXX/nal
US Postal Service
Receipt for Certified Mail
No Insurance Coverage Provided.
Do not use for International Mail (See reverse)
Sent to
Xxxxxx Xxxxxx
Street & Xxxxxx
Xxxx Xxxxxx, Xxxxx & XXX Xxxx
00000
Postage $ 33
Certified Fee 140
Special Delivery Fee
Restricted Delivery Fee
Return Receipt Showing
to Whom & Date Delivered 125
Return Receipt Showing to
Whom, Date & Addressee's
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TOTAL Postage & Fees $298
Postmark or Date
Sep. 28, 1999
