1
Exhibit 10.1
[Xxxx Xxxxxx Direct Logo]
November 9, 1999
VIA FACSIMILE: 000-000-0000
----------------------------
Xx. Xxxx X. Player
Xxxx Xxxxxx Group, Inc.
0000 XXX Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxx, Xxxxxxx 00000
RE: AMENDMENT TO DIRECT MARKETING AGREEMENT
Dear Marc:
This letter relates to and shall amend the Direct Marketing Agreement
dated the 1st day of November, 1996 (the "Direct Marketing Agreement") between
Xxxx Xxxxxx Golf Equipment, Inc. and Xxxx Xxxxxx Direct, Inc. (successor by
merger to Golf One Industries, Inc.) (the "Company") and confirm our
understanding with respect to the treatment of payments to be made by the
Company to Xxxx Xxxxxx Golf Equipment, Inc.
We agree as follows:
1. All references in the Direct Marketing Agreement to Xxxx
Xxxxxx Golf Equipment, Inc. or GPGE shall refer to Xxxx Xxxxxx
Golf Equipment and Xxxx Xxxxxx Group, Inc.
2. Payments totaling $505,000 shall be paid by Xxxx Xxxxxx
Direct, Inc. to GPGE which will be deemed to satisfy all
amounts outstanding under the Direct Marketing Agreement as of
October 31, 1999.
3. Upon receipt of such payment, GPGE waives all existing
non-payment defaults that currently exist or may have occurred
under the Direct Marketing Agreement, and agrees that the
Direct Marketing Agreement shall be considered in full force
and effect.
4. Section 16(c) (failure to meet Minimum Sales Requirement)
shall be deleted from the Direct Marketing Agreement as a
ground for termination. Section 16 is revised to provide that
GPGE may terminate the Direct Marketing Agreement only if
after the date hereof (i) the Company conducts its business in
such a manner as to materially and adversely affect the
reputation of Xxxx Xxxxxx or (ii) the Company shall fail to
pay any amount due under the Direct Marketing Agreement as and
when due. Under (i) or (ii) above, before it may terminate
GPGE must give written notice
[Xxxx Xxxxxx Direct, Inc. Letterhead]
2
to the Company specifying the nature of the alleged default.
The Company shall have thirty (30) days to cure the default or
if such cure is incapable of being remedied within thirty (30)
days, the Company has diligently pursued a cure and shall
continue to pursue a cure to completion.
5. As long as the Direct Marketing Agreement is in full force and
effect, GPGE consents to the use of, and to the extent
necessary licenses the use of, the name "Xxxx Xxxxxx Direct,
Inc." as the Company's corporate name or the name of any of
its subsidiaries. GPGE shall execute, and shall cause its
affiliates to execute, any and all further documents and
instruments necessary to fully vest such rights in the Company
and to confirm this consent and license.
6. Any payments made to vendors of GPGE from and after the date
hereof and prior to the closing on the Asset Purchase
Agreement between the Company and the Xxxx Xxxxxx Group, Inc.
shall be deemed to have been made to GPGE and applied against
the payments to be made pursuant to the Direct Marketing
Agreement, and shall reduce dollar for dollar the amount of
Assumed Liabilities to be assumed by the Company pursuant to
the Asset Purchase Agreement between the Company and Xxxx
Xxxxxx Group, Inc.
7. GPGE has transferred certain inventory to the Company that
the Company may have sold in the course of its business.
Provided payment is made as provided in 2 above, GPGE
releases any claim to any such inventory or the proceeds of
such inventory.
If the above meets with your approval, kindly execute where indicated
below and return to me by facsimile and regular mail.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx, Chairman of
the Board of Directors
Agreed and Accepted:
XXXX XXXXXX GROUP, INC.
By: /s/ Xxxx X. Player
------------------
Xxxx X. Player
Title: CEO and Director
----------------
