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EXHIBIT 10.22
RETAINED SERVICE AGREEMENT
This RETAINED SERVICE AGREEMENT ("Agreement") is made and entered into as of the
15th day of November, 1999 and between Xxxxxxx Hills Limited ("BLTD"), a Utah
corporation located at 00 X. Xx. Xxxxxxxx, Xxxxxxxxxx, XX 00000 and Millennium
Media, LTD ("Millennium") and pertains to services which Customer has requested
Millennium Media, LTD to perform in consideration of the mutual promises
contained herein, the parties agree as follows:
1. Services of Millennium: BLTD hereby retains Millennium to perform the
following services as an independent contractor and Millennium hereby
agrees to act as such independent contractor and shall act as a
"consultant" and "ad agency" to perform the following services for the
benefit of BLTD.
(i) Provide four color advertising according to the following schedule
in the domestic airline magazines, that is supplied to inflights to
respective passengers and also PC World and Forbes, FYI.
(ii) Act as intermediary in between the airline carrier's magazine
editors/publishers and in the favor of BLTD.
(iii) Answering questions about and explaining the deadlines and
commitments for ad content.
(iv) Use due diligence to assist in consultation to improve the ad
content and the ultimate overall success of the airline ad campaign.
(v) Millennium shall perform such other acts consistent with this
Agreement as may be requested by BLTD with respect to the content of
this Agreement.
2. Compensation: As compensation for Millennium's services hereunder, BLTD
agrees to pay to Millennium a fee of 600,000 shares of BLTD restricted
common stock. The certificate evidencing said shares shall be issued and
delivered to Millennium within thirty (30) days from the date hereof. BLTD
intends to become a reporting company, and that appropriate registrations
will be filed so as to enable successive blocks of said shares to become
non-restricted according to the following schedule.
85,000 shares Upon the first registration of BLTD shares.
85,000 shares 90 days following the first registration of BLTD shares.
65,000 shares 180 days following the first registration of BLTD shares.
65,000 shares 180 days following the first registration of BLTD shares.
300,000 shares On or before December 31, 2000.
The company will utilize its best efforts to fulfill the requirements for
it to become a reporting company and complete the appropriate
registrations in time to enable the shares to become non-restricted in
accordance with the above schedule but can make no guarantee in those
regards. We will utilize our best effort to issue all 600,000 shares
within sixty (60) days from the date on which we receive a countersigned
copy of this letter and the signed Investment Letter. If, after the
issuance of the shares, the conditions stated in (2) above cannot be met
with respect to all or any portion of the shares, those shares shall be
surrendered back to BLTD in exchange for the equivalent cash payment
(determined per Attachment A on a media consumed basis).
BLTD retains the right to terminate the agreement by written notice if for
any reason it is unable to make payment in conforming stock, or to cause
the stock to become non-restricted in accordance with the quarter-annual
schedule. In such event BLTD will be responsible to make payment in cash
for all magazine media consumed and other services received (per
Attachment A) up to that point in time, but will have no other or further
liability or responsibility. Subject to ninety (90) days notice of
cancellation, BLTD has the option of using the magazine media advertising
immediately upon signature of this Agreement.
3. In such event, BLTD shall be entitled to a return of, and Millennium shall
surrender to BLTD, the unearned portion of the 600,000 corresponding to
the unreceived advertising, according to the values set forth in the table
contained in Paragraph 2 of this Agreement at the rate of 1 share for
every $4.00 of the unreceived advertising. Millennium shall surrender its
stock certificate for cancellation and for reissuance of the earned
portion of the shares, and BLTD shall be entitled to place a stop order on
the transfer of the shares pending Millennium's compliance.
4. Performance: Millennium shall follow all directions of BLTD, pertaining to
and limited to services defined as consulting below, during normal
business hours and shall use its best efforts and diligence in performing
its duties hereunder.
The schedule is preemptable for two reasons: 1 Availability, 2
Clearances denied by any publisher for content or conflict reason.
Preemptions will be made good in the dollar amount and with the same
publications or in the event of a conflict with a product, another
publication of similar quality on this list. The entire schedule
must be run over 24 months from the time this contract has been
signed.
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RETAINED SERVICE AGREEMENT
(ii) BLTD will supply on or before January 25, 2000 1/3
vertical, 1/3 square, and 1/2 horizontal ads on disks
with laser proof, or film with cromeline proof. Size
specifications will be given to BLTD. This advertising
is to commence March 1, 2000.
(iii) BLTD may substitute new ads as they desire with
standard closing dates of magazine schedules as
published in SRDS. There is no problem changing the
ads monthly if desired or the different categories of
BLTD products and services.
(iv) Attached are Exhibit A of rates for 1/2 and 1/3 pages.
Millennium agrees to provide 2.4 million dollars of
media payable at $4.00 per share under the proposed
registration formula. Millennium will xxxx monthly
upon receipt of tearsheets as well as supply three
copies of each magazine to BLTD. More copies are
available for specific promotions, should they desire.
5. Time of Performance: Millennium shall arrive at the site of BLTD,
if necessary, to counsel on ad concepts, and will make every
reasonable attempt to arrive in a timely manner to conduct these
services. Millennium will also conduct these consulting services
over the phone, if possible.
6. Independent Contractor: The parties agree that Millennium is and
shall act as an independent contractor and not as an agent or
employee of BLTD.
7. Responsibility of Millennium: Millennium will be responsible to
BLTD to insure that the ad placement has been made in the airline
magazine according to the agreed upon terms. Millennium will not be
held responsible for any problem that arises as a result of their
advice or consulting. Millennium offers this advice as a final
product and any advice or consulting acted upon by BLTD is acted
upon by BLTD at their own will and discretion and with the full
awareness that Millennium is in no way liable or responsible for
actions resultant from said advice or consulting.
8. Force Majeure: If Millennium is unable to perform due to any act
of God, strike, termination of airline or publication, or any
other act that is out of the control of Millennium, BLTD shall
allow Millennium sixty (60) days to remedy such situation. If
remedy of this nature should be necessary, it shall be on a basis
that is acceptable to both parties. If remedy cannot be found then
the amount due for that element shall be deducted for that month.
9. Assignment: This Agreement is for the unique services of between
BLTD and Millennium and may not be reassigned by either party
without the express written permission of the other.
10. Termination: In the event of a material breach of this Agreement by
Millennium, which is not cured within thirty (30) days after
written notice thereof is received from BLTD, this Agreement shall,
at BLTD'S option, be deemed terminated as of the expirations of
said thirty (30) day period. In such event BLTD shall be entitled
to a return of, and Millennium shall surrender to BLTD, the
unearned portion of the 600,000 shares corresponding to the
unreceived advertising, based upon the values set forth in the
table contained in Paragraph 2 of this Agreement (1 share to be
surrendered for every $4.00 of the unreceived advertising).
Millennium shall surrender its stock certificate for cancellation
and for reissuance of the earned portion of the shares, and BLTD
shall be entitled to place a stop order on the transfer of the
shares pending Millennium's compliance. Except as stated herein,
this Agreement shall not be subject to termination by either party.
11. Modifications: This Agreement shall not be modified or modifiable
except in a writing signed by both of the parties hereto, by their
appropriate officers thereunto duly authorized.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
"Millennium Media, LTD"
By: /s/ [ILLEGIBLE] Date: 11/15/99
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Title: resident agent Print Name: [ILLEGIBLE]
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"Xxxxxxx Hills Limited" a Florida Corporation
By: /s/ XXXX X. XXXXXXXXXXX Date: 11/15/99
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Title: CEO Print Name: XXXX X. XXXXXXXXXXX
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EXHIBIT A
GLOBAL GOLF MAGAZINE MEDIA PLAN
FOR XXXXXXX HILLS LIMITED
--------------------------------------------------------------------------------
MARKET 2000 1/2 PG 2000 1/3 PG 1/2 PG 1/3 PG
MAGAZINE SHARE CIRCULATION SRDS RATE SRDS RATE QUANTITY TOTAL TOTAL
-------- ------ ----------- ------------- ------------- -------- ------------- -------------
American 16% 697,000 $ 27,300.00 12 $ 327,600.00
Delta 16% 515,000 $ 28,160.00 $ 21,110.00 12 $ 337,920.00 $ 253,320.00
United 14% 530,000 $ 28,160.00 $ 21,110.00 12 $ 337,920.00 $ 253,320.00
Northwest/Alaska 13% 435,000 $ 22,150.00 $ 16,055.00 15 $ 332,250.00 $ 240,825.00
Continental/TWA 12% 580,000 $ 28,250.00 $ 18,835.00 15 $ 423,750.00 $ 282,525.00
Southwest 12% 343,000 $ 10,721.00 12 $ 128,652.00
US Airways 12% 480,000 $ 26,800.00 $ 16,070.00 12 $ 321,600.00 $ 192,840.00
PC World 1,250,000 $ 41,995.00 $ 32,305.00 7 $ 293,965.00 $ 226,135.00
Forbes 850,000 $ 41,780.00 $ 26,910.00 5 $ 208,900.00 $ 134,550.00
Forbes FYI 785,000 $ 21,310.00 $ 13,730.00 5 $ 106,550.00 $ 68,650.00
--------- ------------- ------------- ------------- -------------
TOTALS 6,465,000 $ 276,626.00 $ 166,125.00 $2,819,107.00 $1,652,165.00
========= ============= ============= ============= =============
MEDIA OF 2,400,000 WILL BE SUPPLIED
