Exhibit 10.3
STRATEGIC ALLIANCE AGREEMENT:
ECOMMERCE, MARKETING AND OPERATIONS
This ecommerce, marketing and operations agreement (the "Agreement") is made
this 4th day of February, 1999 ("Effective Date"), by and between Shopping
Sherlock, Inc., a Delaware corporation, having its principal place of business
at, 00000 Xxx Xxxxxxxx Xxxx, Xxxxxxx, XX, 00000 ("Sherlock") and Premier
Lifestyles International Corp. (PLIC) a California corporation, having its
principal place of business at 00000 Xxx Xxxxxxxx Xxxx, Xxxxxxx, XX, 00000. Each
entity shall hereafter be referred to as a "Party" and jointly as the "Parties."
R E C I T A L S
I. PLIC is a retail and marketing services company with numerous
operations in market segments such as consumer membership,
discount and rebates, point-of-sale systems, check conversion
processing, and web site development and hosting. PLIC has a
large number of existing customer, merchant, fulfillment and
marketing relationships.
II. Sherlock is an ecommerce company focused on providing value
discounts and purchase rebates to its online customers.
III. The Parties desire to allow each others customers access to each
others shopping malls that will consist of merchants that both
parties will enlist to be part of both parties malls.
IV. The Parties also desire to cooperate in issuing rebate cards to
customers, expanding services to existing customers, increasing
the total number of customers and adding to the number of
merchants marketing goods and services through each party's
ecommerce sites.
Now, Therefore, the Parties desire to set forth the terms and
conditions of their agreement with respect to the matters set
forth herein.
1. DEFINITIONS
1.1 "Advertisement" shall mean any promotion or sponsorship of a product
or service on or in conjunction with the Joint Site including, but not
limited to banner advertisements, links, and notification emails, for
which monetary consideration or its equivalent is received.
1.2 "Advertising Net Revenues" shall mean all monetary consideration
actually received for Advertisements, less: (a) ad rep commissions
(not to exceed 15%); (b) ad serving fees, and (c) any sales or use
taxes (not directly paid by advertisers to the applicable taxing
authority) attributable to such Advertisements.
1.3 "Affiliates" shall mean any entity on or after the Effective Date
controlling, controlled by or under common control with a Party. The
term "control" herein shall mean the legal, beneficial or equitable
ownership, directly or indirectly of more than fifty percent (50%) of
the aggregate of all voting equity in such entity.
1.4 "Affinity Group" shall mean a particular group of commonly-denominated
individuals or entities marketed to based on such commonality in
connection with Rebate cards or other promotional efforts of the
Parties. Merchant groups shall be included in the definition of
Affinity Groups.
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1.5 "Benefit" shall mean i) prepaid and rechargeable telephone calling
cards; ii) prepaid and rechargeable telephone calling cards at the
point of sale at the Merchant; iii) SCORE EFT number/card, benefit
program, and reciprocal rebate card; iv) Interactive Voice Recognition
Telephone calling platform with Benefits program; and v) SCORE EFT,
VISA, Master, and Rebate card.
1.6 "Customer" shall mean a purchaser of goods through any site operated
by Sherlock or PLIC.
1.7 "Customer Data" shall mean customer names, addresses, buying history,
and other supplied or gathered information.
1.8 "Derivative Work" shall mean any work that would be deemed a
derivative work under the Copyright Act, Title 17 of the U.S. Code, as
amended.
1.9 "Helpdesk" shall mean the Customer support services as described in
Section in this agreement.
1.10 "Intellectual Property Rights" shall mean any and all rights in any
jurisdiction in connection with any patents, whether issued, pending
or prospective, copyrights, trade secret rights, database rights,
trademarks, service marks, trade dress, moral rights and/or other
proprietary rights.
1.11 "ISO" shall mean Independent Sales Organization that is signed by an
independent or company to market products and services of PLIC.
1.12 "ISR" shall mean Independent Sales Representative, which in turn is
understood to be a trained sales person who works for an ISO.
1.13 "IVR" shall mean the interactive voice recognition telephone product
sales operation of PLIC.
1.14 "Joint Site" is a World Wide Web site that PLIC and Sherlock will
jointly create, operate, link to, and share as defined in section 5.3
below.
1.15 "Marks" shall mean either Party's domain names, logos, trademarks
and/or service marks, whether owned or licensed from a third party.
1.16 "Internet Merchant" shall mean a merchant that offers goods or
services for sale through either of the Parties, only via the
Internet.
1.17 "Merchant Account" shall mean an account that is set up to clear
credit card transactions originating on Sherlock's ecommerce site.
1.18 "Most-Favored Price" shall mean that the price offered to the Party
receiving such treatment shall be at least as low as the lowest price
offered to any third party, or offered by PLIC itself, for the same or
similar goods or services. Most Favored Pricing applies only to
merchandise offered for sale on the Internet shopping malls and does
not apply to Point of Sale goods and services, which are governed by
the ISO agreement.
1.19 "PLIC" shall mean Premier Lifestyles International Corporation and any
and all divisions and subsidiaries of which PLIC and Xxxxxxx Xxxxxxx
own more than 50%, or entities that PLIC or Xxxxxxx Xxxxxxx control
through the Board of Directors or as officers of the company. It is
understood that Xxxxxxx Xxxxxxx is free to join the board of directors
of
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any entity he chooses and his presence does not constitute control. If
Xxxxxxx Xxxxxxx is the Chairman of the Board or the CEO of the entity
in question, this would constitute control.
1.20 "PLIC Sites" shall mean PLIC's currently existing ecommerce sites at
xxx.xxxxxx0xxxxxxxx.xxx and xxx.xxxxxx0xxxxxxx.xxx, and any future or
successor sites thereto.
1.21 "Product Fulfillment" shall mean the processing of product orders,
placing such orders with the product supplier, shipping such products,
tracking such shipments and handling any product returns.
1.22 "Point of Sale" shall mean the cash registers located at brick and
mortar retail merchants and Point of Sale Goods and Services is
understood to mean the products sold by these merchants at these
establishments.
1.23 "Rebate Customer" shall mean either Party's Customer that is also a
participant of such Party's Rebate Program.
1.24 "Reciprocal Rebate Program" or "Rebate Program" shall mean either
Party's rebate-card based program whereby the Party's Customers
receive a portion of a product purchase price back in connection with
the Transaction Clearance of the Customer's purchase, in accordance
with the ISO agreement and the reciprocal rebate agreement.
1.25 "Score" shall mean PLIC's Score division responsible for certain
Rebate Card and Transaction Clearance activities SCORE is the
reciprocal logo put on all of the ISO's membership cards that are
private labeled as well as PLIC's own membership card that is called
the SOURCE card.
1.25 "Separate Operations" shall mean the services and operations provided
to Sherlock by PLIC to support it's ecommerce mall. These services
include, but are not limited to, Rebate Card supply, Rebate Card
activation and tracking, Rebate clearing, setting up of merchant
account, and ISP services if needed.
1.26 "Sherlock Site" shall mean Sherlock's ecommerce site.
1.27 "Sherlock ISR" shall mean any and all ISRs set up by Sherlock to
participate and pursue the PLIC Reciprocal Rebate Program. No ISO may
set up another ISO, any ISO may set up a Independent Sales
Representative "ISR" who may set up merchants for various levels of
PLIC products and services. All ISR's must be certified by PLIC before
they are allowed to set up a merchant for any service.
1.28 "Source" shall mean PLIC's membership card that is used by any ISO who
chooses not to create a private labeled membership program and chooses
to use PLIC's generic program, called SOURCE.
1.29 "Term" shall mean the valid term of the Agreement, whether initial or
renewal.
1.30 "Transaction Clearance" shall mean financial processing and bank
and/or credit card clearance of purchases made by Customers.
1.31 "Reciprocal Rebate Program Agreement" is an agreement signed by a PLIC
ISO that all merchants and card holders established by that ISO will
be part of the rebate program. This agreement also acknowledges that
that ISO agrees that other ISO's card holders
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are able to use that ISO's merchants as well as that ISO's cardholders
my use other ISO's merchants.
1.32 "Wholesale Manufacturer" this is a company that produces the product
and can be set up any way possible by Sherlock. Sherlock is
responsible for any custom software that that manufacture is required
for linking, and purchase and rebate tracking.
2. SCOPE AND LIMITATIONS OF AGREEMENT:
2.1 The agreement governs the terms and conditions under which PLIC and
Sherlock will cooperate to sell product from Sherlock's online
ecommerce site only. Any Relationships between Sherlock and merchants
with regard to the merchant's point of sale will be governed by the
standard PLIC ISO agreement and the reciprocal rebate agreement.
2.2 This agreement shall not preclude PLIC from entering into similar
agreements with other entities. In fact, Sherlock is aware that PLIC
owns and supports other competing ecommerce sites and that this
agreement is not exclusive between PLIC and Sherlock.
3. RECIPROCAL REBATES:
3.1 Sherlock's Commitment: Sherlock agrees to participate in the
Reciprocal Rebate program with PLIC and sign an ISO agreement and
recruit ISR's to market the PLIC programs. Sherlock agrees that any
Sherlock ISR's will also be bound by this agreement. Sherlock ISR's
agree that every card member and merchant that the ISR sets up will be
set up with the SCORE rebate program as a Reciprocal Rebate merchant.
Sherlock ISR's will also use the ISR's best efforts to set up all of
the merchants the ISR already has with the Reciprocal Rebate Program.
All Sherlock ISRs agree that as long as the ISR's are marketing card
Members and Merchants to participate in rebates, and benefits
programs, ISO will exclusively use PLIC as ISO's provider for packaged
benefits, and financial services minus any that have been excluded in
a listing attached hereto or on the reciprocal rebate agreement. All
Sherlock ISRs agree that all of the cards the ISRs sell will be rebate
cards and have the SCORE rebate logo on it.
3.2 Reciprocation: Sherlock as an ISO and all Sherlock ISRs agree to
reciprocate with all other card providers and companies that provide
cards to the public and set up merchants, and all other marketing
company's Members and Merchants that use the SCORE Logo. Sherlock's
ISRs agree to participate and apply the cost and pricing formulas as
defined in the ISO agreement.
3.3 Program Exclusivity: Throughout the term of this agreement, Sherlock
as an ISO and all Sherlock ISR's agree to exclusively sell and market
PLIC services. Sherlock and Sherlock ISR's agree that no similar
service, products, or programs may be offered by ISR during the term
of this agreement and for a period of 3 (three) years after the
termination of this agreement. It is acknowledged by PLIC that
Sherlock ISR's could be currently in the business of marketing
products that are similar to one or more of the SOURCE services and
these services, products, will be excluded from the exclusivity part
of this agreement. The product list on the PLIC web
xxxxxxx.xxxxxxxxxx.xxx contains the products that are sold by PLIC and
any exemption from the exclusivity must be approved by PLIC when the
ISR signs the Reciprocal Rebate agreement.
3.4 Rebate and Non-Rebate Purchases: Sherlock will pay PLIC it's
percentage due as defined in the Pricing Section 10 when a rebate card
holder purchases a product or service from Shopping Sherlock's
ecommerce sites. If the buyer holds no rebate card, Sherlock will pay
PLIC an amount as defined in the Pricing Section 10.4.
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4. BENEFITS: If Sherlock sells Benefits, it will sell only those offered by
PLIC, or those that PLIC sells itself.
5. SITE CREATION, MANAGEMENT AND HOSTING:
5.1 Design and Content of Sherlock Site: Except as specifically agreed
herein, Sherlock shall have sole and exclusive control over the
design, content, hosting and management of the Sherlock Site.
(a) Hosting by PLIC: Sherlock intends to use the service providers
and vendors employed by PLIC in PLIC's Sites, but reserves the
right to choose its own service providers and vendors.
(b) If Sherlock chooses to become an ISP, Sherlock will use PLIC to
set up the ISP program and service all of the Sherlock ISP
members, provided that PLIC's ISP services and prices are
competitive. PLIC has the first rights to match any competitors
bid. Sherlock's mall operations are a completely separate matter.
5.2 Design and Content of PLIC Sites: Except as specifically agreed
herein, PLIC shall have sole and exclusive control over the design,
content, hosting and management of the PLIC Sites.
5.3 Joint Site: The Parties shall cooperate on a Joint Site as follows:
(a) Creation and Operation: The Parties shall be jointly responsible
for the design, content, hosting and management of a Joint Site.
The Parties anticipate that the Joint Site shall be hosted by
PLIC.
(b) Promotion: The Joint Site shall feature information on both the
Sherlock Site and PLIC Sites.
(c) Linking: The Joint Site shall feature links to both the PLIC
Sites and the Sherlock Site. The Parties shall receive equal
space on such Joint Site.
(d) Server Logs: The Parties shall jointly own the server logs from
such site and there shall be no restriction on either Party's use
of such data, except in connection with deceptive sales
practices, misrepresentation, or unfair competition in any manner
that would violate any law or regulation or result in a loss of
either Party's Customer Goodwill. All restrictions that relate to
client protection of other ISO members are totally protected by
the non circumvention in this agreement and neither party has the
right to use financial or other data pertaining to those members
or to attempt in any way to induce an ISO member to change
affinity group or ISO affiliation.
(e) Advertising Net Revenues: The Parties agree to share equally in
the Advertising Net Revenues from such Joint Site. Whichever
Party shall assume responsibility for ad sales, invoicing and
accounting in connection with such Joint Sales shall provide
quarterly reports to the other Party, with payments made as
required therewith.
(f) Customers: Any customers that come to the joint site that are
refered by another ISO or affinity group must be protected and
not in any way to induced to change affinity group or ISO
affiliation.
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6. MERCHANTS:
6.1 PLIC Merchants: PLIC shall provide Sherlock with its entire list of
Internet Merchants offering goods or services through PLIC. PLIC shall
also provide Sherlock with all necessary information that will enable
Sherlock to offer the goods and services of such Merchants for sale on
the Sherlock Site. This agreement entitles Sherlock the rights to use
any merchant's products that PLIC introduces to Sherlock. PLIC will
also provide to Sherlock the list of all POS merchants as they sign up
from other ISO's.
(a) Merchant Database: PLIC shall provide Sherlock with the best
access and use rights possible to Merchant databases of goods and
services. The Parties anticipate that such access might occur by
providing Sherlock with a functioning current copy of such
database, an electronic and hard copy of the underlying contents
of such database, the ability to link into a database maintained
by PLIC, and/or the ability to collocate an operational database
on PLIC's premises.
(i) Data Agreements: In connection with Sherlock's access and
use of such databases and the contents therein, Sherlock
agrees to abide by any data agreements in place between PLIC
and its Merchants.
(b) New Merchants: If PLIC adds any Internet Merchants to its
Merchant list, PLIC shall promptly notify Sherlock and shall
ensure that Sherlock receives access and use rights to such new
Merchant's database that are equal with PLIC's rights. In
addition, PLIC shall use its best efforts to obtain for Sherlock
rights equal to the rights granted to PLIC with respect to
selling, product and pricing rights from such new Merchants.
Sherlock acknowledges and agrees that other ISO's may bring PLIC
products and merchants that will only be available to that ISO or
may only be available on another mall and the only rights that
PLIC may allow Sherlock is the reciprocal rights for all of the
Sherlock card holders to shop on those malls or stores.
(c) Database Updates: PLIC shall ensure that the Merchant databases
it provides to Sherlock shall be PLIC's most current version and
PLIC shall use its best efforts to ensure that PLIC's Merchants
provide PLIC with the most current databases available.
(d) Lowest PLIC Price: PLIC guarantees that PLIC's Merchant prices to
Sherlock shall be no greater than the Merchant's price to PLIC.
If such pricing is unavailable, PLIC shall disclose the reason
for such unavailability to Sherlock and PLIC shall guarantee
Sherlock its lowest Merchant prices to any third party or the
price for which PLIC itself buys the product, which ever is
lower. Such lowest price shall be determined on a strict
dollar-for-dollar basis, with the exact commitments that are
required by PLIC to obtain these prices. All fees that are
required for holding inventory by merchants including shipping
and handling will be paid for by Sherlock on purchases made by
Sherlock members or shoppers on the Sherlock mall provided these
same fees apply to PLIC.
(e) Lowest Merchant Price: PLIC shall use its best efforts to ensure
that the Merchant prices to PLIC shall be the Merchant's lowest
prices to any entity. Sherlock also agrees and understands that
PLIC is in the business of gaining access to millions of products
and PLIC may choose to market a product that is not at the
guaranteed lowest price. Sherlock has the rights to use those
products if they are not restricted from special ISO or merchant
requirements.
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(f) Collateral Materials: In connection with Sherlock's Site, and if
available from Merchant, if Sherlock requests any product
marketing material, including graphics, product descriptions or
other collateral, PLIC shall provide such materials to Sherlock
at cost. PLIC is not required to spend money and resources to
gain access and organize collateral materials, but if they are
available to PLIC, PLIC will ensure they are also available to
Sherlock. If PLIC is not in possession of such materials, PLIC
shall make a limited effort to obtain such materials from its
Merchants and/or authorize Sherlock to contact such Merchants
directly. Should PLIC expend significant resources obtaining
collateral materials, Sherlock agrees to pay PLIC a modest fee to
help defray PLIC's cost, and thereby gain full and complete
access and usage rights to the collateral materials.
(g) Any fees or cost that may be incurred by PLIC in obtaining any
data or updates or copies or needed information as a special
request by Sherlock as required in this section or any other
section of this agreement will be paid for by Sherlock as
required.
6.2 Sherlock Merchants:
(a) New Merchants: Sherlock shall be free to solicit and sign up any
new Merchants it desires. If Sherlock signs up any new Merchant,
that Merchant shall belong to Sherlock. PLIC agrees to not
circumvent Sherlock with respect to that Merchant by approaching
such Merchant directly and/or entering into any agreement with
such Merchant for ecommerce. PLIC is not responsible for the
solicitations of other ISOs and Sherlock acknowledges that other
ISOs have the right to solicit Sherlock's merchants.
7. PRODUCT FULFILLMENT AND TRANSACTION PROCESSING:
7.1 Product Fulfillment Via Source:
(a) Sherlock Commitment: Subject to the further requirements set
forth below, Source shall be Sherlock's sole product fulfillment
service provider with respect to products sold on Sherlock's
Site. However, if a Merchant forbids Sherlock from using PLIC,
then Sherlock reserves the right to accommodate such Merchant by
notifying PLIC of the Merchant's preferred product fulfillment
method and then proceeding to attempt to accommodate the
Merchant's requests.
(b) Product Orders: Sherlock and PLIC agree to notify and track all
purchases through a mutually accessible order tracking system
that is accessible to the Helpdesk.
(c) PLIC Obligation: PLIC shall exercise its best efforts in
providing the highest quality services to Sherlock.
(d) PLIC's Cost: PLIC shall provide such services to Sherlock at PLIC
cost for such services under its relationships with jobbers.
(e) Sherlock's Payment to PLIC: Sherlock will pay PLIC in accordance
with the pricing and rebate division parameters set fourth in the
pricing section 10 as well as in the ISO agreement and the
reciprocal rebate agreement.
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(f) Performance Levels: PLIC has a variety of products and services
that will be delivered to Sherlock members which fall under
Separate Operations. If at any time, Sherlock or Sherlock's
Customers are not satisfied with the level of responsiveness,
accuracy or service provided by any one of the PLIC Separate
Operations, Sherlock will notify PLIC by certified mail and
request that PLIC rectify the operation that is having problems.
If for any reason PLIC cannot rectify the performance problems of
the Separate Operation in trouble within 60 days after notice
through certified mail, the following procedure will be used to
correct the deficiencies:
i) The value of the Separate Operation" needing to be fixed
will be valued. If PLIC and Sherlock cannot agree on the
value, the average of three estimates from outside unbiased
consultants will be used as the fair value.
ii) Sherlock will then proceed to use its best business judgment
to rectify the deficiencies and provide PLIC with the costs
in time and capital expended to fix the problem.
iii) Upon fixing the problem, Sherlock's ownership of the
Separate Operation will equal the total costs expended by
Sherlock to fix the problem, divided by the value agreed to
in Section 7.1(g)(I) above. Sherlock will participate fully
in proportion to its ownership percentage in all profits and
losses of the operation.
iv) The jointly owned Separate Operation may be held in a
separate vehicle from PLIC and Sherlock's other operations
and may need to support it's own accounting procedures and
reporting.
7.2 Transaction Processing:
(a) Sherlock Commitment: Subject to the further requirements set
forth below, PLIC shall be Sherlock's sole Transaction Processing
service provider with respect to purchases on Sherlock's Site.
Sherlock shall have no obligation to use PLIC in connection with
any Sherlock Merchants if Sherlock finds that PLIC is not the low
cost provider of such services or if the Sherlock Merchant has a
preexisting relationship with another Transaction Processor and
requires as a condition of doing business that Sherlock use the
Merchants preferred processor.
(b) PLIC Obligation: PLIC shall exercise its best efforts in
providing the highest quality services to Sherlock.
8. HELPDESK:
In connection with the Sherlock Site, the PLIC Sites, the Joint Site and as per
questions from customers as per their rebates, Sherlock and PLIC shall jointly
establish a Helpdesk to provide first-level support to the Parties' Customers in
connection with first-time Customer orders, shipping to Jobbers, calculating,
changing and tracking orders. The Helpdesk will service only PLIC owned and
controlled ecommerce sites such as Source4Shopping, and Sherlock owned and
operated ecommerce sites such as Shopping Sherlock. Third-party usage of the
helpdesk will only occur if PLIC and Sherlock agree to giving a third party
access, the terms of which will be determined on a case-by-case basis.
8.1 Start-Up Cost: The Parties shall jointly and equally be responsible
for all capital and startup costs in connection with the Helpdesk.
8.2 Ongoing Cost: The Parties agree that the ongoing cost of operating the
Helpdesk shall be billed each month to the Parties on a pro-rata basis
according to the number of each
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Party's Customers separate orders that are serviced through such
Helpdesk. In dividing the Helpdesk costs, length of time spent on any
order, the number of calls or size of the Customer order shall not be
included as factors.
8.3 Operation: The Parties agree that they shall jointly manage and be
jointly responsible for the various operations of the Helpdesk. Such
responsibility shall include staffing, location, equipment, business
processes and other such matters involved in the operation of an
outsourced support center. The Parties shall each designate Helpdesk
supervisors, who each shall be responsible for that Party's Helpdesk
operations.
9. REBATE CARDS: The following provisions shall apply to the Parties use of
Rebate Cards:
9.1 Provision of Sherlock Rebate Cards: PLIC, through its Reciprocal
rebate program, shall sell Sherlock Rebate Cards for Sherlock
Customers and/or Affinity Groups as Sherlock may request, per the
terms and conditions of the ISO and reciprocal rebate agreement from
PLIC. Sherlock shall have sole discretion and control as to the color,
content and character of such Rebate Cards. Sherlock shall be
permitted to issue its own branded Rebate Card.
(a) At Cost or Most-Favored Price: PLIC shall provide Sherlock such
Rebate Cards at PLIC's current pricing per the other ISO programs
and give Sherlock the option to market rebate cards per the best
option that Sherlock chooses after inspecting all other PLIC ISO
pricing and rebate programs. PLIC must provide Sherlock with a
complete list of the various pricing options that PLIC's ISOs and
Affinity Groups employ. PLIC does not have to provide to Sherlock
its file of all ISO agreements, but PLIC must present all pricing
options.
(b) Sherlock Commitment: Subject to the further requirements set
forth below, PLIC's "SCORE" shall be Sherlock's sole Rebate Card
program and provider.
(c) PLIC Obligation: PLIC shall exercise its best efforts in
providing the highest quality Rebate Card services to Sherlock.
(d) Performance Levels: PLIC has a variety of products and services
that will be delivered to Sherlock members which fall under
Separate Operations. If at any time, Sherlock or Sherlock's
Customers are not satisfied with the level of responsiveness,
accuracy or service provided by any one of the PLIC Separate
Operations, Sherlock will notify PLIC by certified mail to
request that PLIC rectify the operation that is having problems.
If for any reason PLIC cannot rectify the performance problems of
the Separate Operation in trouble within 60 days after notice
through certified mail, the following procedure will be used to
correct the deficiencies:
i) The value of the Separate Operation needing to be fixed will
be valued. If PLIC and Sherlock cannot agree on the value,
the average of three estimates from outside unbiased
consultants will be used as the fair value.
ii) Sherlock will then proceed to use its best business judgment
to rectify the deficiencies and provide PLIC with the costs
in time and capital expended to fix the problem.
iii) Upon fixing the problem, Sherlock's ownership of the
Separate Operation will equal the total costs expended by
Sherlock to fix the problem, divided by the value agreed to
in Section 7.1(g)(I) above. Sherlock will participate
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fully in proportion to its ownership percentage in all
profits and losses of the operation.
iv) The jointly owned Separate Operation may be held in a
separate vehicle from PLIC and Sherlock's other operations
and may need to support it's own accounting procedures and
reporting.
9.2 Rebate Card Services: Score shall provide Rebate Card administration
services to Sherlock as follows:
(a) Equal Treatment: PLIC shall treat Sherlock's Rebate Customers in
a manner equal to the treatment PLIC accords its most preferred
Rebate Card Customers.
(b) Unique Number: PLIC shall assign each Rebate Card a separate
number and keep track of each Rebate Card in a database.
(c) Credit Allocation: In connection with the Transaction Processing,
PLIC shall coordinate, account for and make any and all Rebate
payments to Sherlock Rebate Card Customers.
(d) Validation: PLIC at some time in the future shall maintain a 24x7
joint electronic database on Sherlock Rebate Cardholders whereby
Sherlock may validate any Rebate Card issued by Sherlock. Such
database shall also include all Sherlock Site sales. Such system
may be located on PLIC servers but Sherlock shall own the
Customer Data for Sherlock's members only in such databases and
have full and complete, unrestricted access to such databases.
Such databases shall allow for the creation and printing of
purchase history reports.
(e) Statements: PLIC shall generate monthly statements on all Rebate
Card activity and provide such statements in a form acceptable to
Sherlock on the 19th day of the previous months business. This
statement will only include reports from all activities and
earnings from merchants and transactions that have been received
by the end of that previous month. Any business that is not paid
for or collected by the end of that month will go on the next
months reports, provided it is collected from the merchants.
9.3 Reciprocity: On the Sherlock Site and the PLIC Sites, each Party
agrees to honor Rebate Cards issued by the other Party in accordance
with the terms on this Agreement.
9.4 Non-Restriction: Nothing in this Agreement shall restrict Sherlock
from providing any other discount coupons, certificates, rewards
and/or customer loyalty incentives to its Customers. However, Sherlock
agrees that during the term of the Agreement, it shall not participate
in any other reciprocal rebate programs.
10. PRICING, REVENUE ALLOCATION AND REBATE SPLIT
10.1 No Pricing Restraint: Sherlock can determine at its sole discretion
the pricing of all goods and services sold through Sherlock's Site,
however, no matter how the product is priced the following rules apply
to total rebate percentages and to the division of the rebate
percentage among the interested parties:
a) If a purchase is made by a customer holding a valid and
recognizable Rebate Card, the rebate will be allocated according
to the percentages in section 10.3 below.
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b) If a purchase is made by a customer not holding a valid and
recognizable Rebate Card the Rebate will be paid according to the
percentages in section 10.4 below.
10.2 Revenue Allocation for Purchase made with Rebate Cards: The Parties
agree that Sales Expenses (credit card costs, Transaction Processing
costs and Rebates) shall be allocated to the Parties as follows and
are binding and "b" for the rebate is always figured per the formula
below.
(a) Assumptions for Sales Expenses Formula:
"X" is the Cost of Goods from the Merchant; including any fees
or profits that a merchant is requiring such as but not
limited to shipping and handling.
"Y" is the cost of Credit Card Clearing transactions, assumed to
be approximately 3.5 percent of the total sale.
"a" is the Wholesale/retail spread after credit card
transaction costs and wholesale cost of goods expressed
as a percentage of the retail price;
"b" is the Rebate costs expressed as a percentage of the
retail price; and
"c" is Wholesale/retail spread after Rebate costs expressed
as a percent of the retail price.
"Z" is Sherlock's retail price (comprised of X + Y + bZ+ cZ).
(b) Sales Expenses Formula: Under the assumptions in Section 9.2(a)
above, Sales Expenses shall be calculated as follows:
"Y" equals 3.5% of Z
"a" varies depending on how much Sherlock marks up it's
products.
"b" equals 50 percent of "a", but has a maximum limit of 20
percent of the retail cost of the item sold.
"c" equals 50 percent of "a" plus whatever f remains when
"b" reaches it maximum of 20 percent of the retail cost of
the item.
(c) Sherlock's Margin: After deducting X (Cost of Goods) and Y (Sales
Expenses) from Z (Retail Price), Sherlock shall split the
remaining amount into its retail margin and its Rebate
percentage.
(d) Processing and Rebate Allocation for Rebate Card Purchases:
Although nothing restrains Sherlock from setting its own retail
price to Customers, Sherlock agrees that for any Rebate Card
sale, PLIC and the independent sales organization, under the
provisions and percentages of Sections 10.3 below, shall receive
their respective proportion of the rebate.
(e) Processing and Sales Commission for Non-Rebate Card Purchases:
Although nothing restrains Sherlock from setting its own retail
price to Customers, Sherlock agrees that for any Non-Rebate Card
sale, PLIC and the independent sales
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organization, under the provisions and percentages of Sections 10.4
below, shall receive their respective proportion of the rebate. PLIC
is responsible for paying the ISO's for a non-rebate purchase.
10.3 Rebate Purchase Formula: One hundred percent of each Rebate, "b" as
defined above, shall be divided as follows:
(a) 25% to the Rebate Customer;
(b) 30% to PLIC for processing the Rebate;
(c) 30% to Rebate Card issuer (either Sherlock, PLIC or an Affinity
Group);
(d) 10% to the ISO that signed up the Merchant and product; and
(e) 5% to the Ecommerce Site operator (PLIC).
10.4 Non-Rebate Purchase Formula: One hundred percent of each Rebate, "b"
as defined above, shall be divided as follows:
(a) 25% to Sherlock; and
(b) 75% to PLIC.
10.5 Exhibit 7.5 is attached and shows four examples of how these pricing
formulas work when applied to products that have a wholesale cost of
$100. Examples 1 and 2 represent the purchase by a rebate card holder
of the product with a 50 percent xxxx up and a 100 percent xxxx up.
Examples 3 and 4 represent the purchase by a non-rebate card holder of
the product with a 50 percent, and a 100 percent, xxxx up.
11. LINKING AND OTHER MARKETING
11.1 Linking:
(a) Main Mall "Source4Shopping": PLIC shall include a link to the
Shopping Sherlock site on the Source4shopping site. Such link
shall be on face page of the Source4Shopping site with all of the
other many links.
(b) PLIC ISP hosting: PLIC shall include a link to the Joint Site
from all ISP hosted sites unless the ISP disapproves. .
11.2 Other Marketing:
(a) Affinity Groups: PLIC shall notify all Affinity Groups and
Affinity Group members of Sherlock's Site. The Parties shall
consider whether to send email announcements or promotions via
direct mail.
(b) Guardian: In the event that PLIC concludes an agreement with
Guardian, PLIC shall market the Joint Site to Guardian members.
PLIC shall include a link to the Joint Site on the Guardian face
page.
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(d) Seeding: Within a reasonably prompt time after the Effective Date
or the implementation of the Sherlock Site, PLIC shall place
links to Sherlock's Site on all search engines and directories
wherever PLIC lists its own rebate site.
12. OWNERSHIP
12.1 Ownership of Sherlock Marks: As between Sherlock and PLIC, PLIC
acknowledges that Sherlock is the sole and exclusive owner of all
right, title and interest in and to the Sherlock Marks.
12.2 Ownership of PLIC Marks: As between Sherlock and PLIC, Sherlock
acknowledges that PLIC is the sole and exclusive owner of all right,
title and interest in and to the PLIC Marks.
12.3 Ownership of Sherlock Site: As between Sherlock and PLIC, PLIC
acknowledges that Sherlock is the sole and exclusive owner of all
right, title and interest in and to all Intellectual Property rights
with respect to: (a) all graphic, textual, audio and audiovisual
content on the Sherlock Site, excluding only the PLIC Marks; (b) all
underlying programming and coding to such site; and (c) any
modifications to the foregoing or Derivative Works created therefrom.
12.4 Ownership of PLIC Sites: As between Sherlock and PLIC, Sherlock
acknowledges that PLIC is the sole and exclusive owner of all right,
title and interest in and to all Intellectual Property rights with
respect to: (a) all graphic, textual, audio and audiovisual content on
the PLIC Sites, excluding only the Sherlock Marks; (b) all underlying
programming and coding to such sites; and (c) any modifications to the
foregoing or Derivative Works created therefrom.
12.5 Ownership of Joint Site: As between Sherlock and PLIC, the Parties
acknowledge that the Parties are joint owners of all right, title and
interest in and to all Intellectual Property rights with respect to:
(a) all graphic, textual, audio and audiovisual content on the Joint
Site, excluding only each Party's Marks; (b) all underlying
programming and coding to the Joint Sites; and (c) any modifications
to the foregoing or Derivative Works created therefrom.
12.6 Ownership of Customer Data: As between the Parties, each Party shall
own the Customer Data of its own Customers. Neither Party may disclose
or sell such Customer Data to any third party. This ownership is the
same on the joint site where data pertaining to all memberships are
owned and controlled by the ISO who owns the cardholder. Sherlock can
not use this data to market to any other ISO's members without special
written consent.
12.7 Ownership of Anonymous Purchase and Rebate Card Data: As between the
Parties, each Party shall own the anonymous purchase and Rebate Card
Customer Data it gathers from the other Party's Customers in
connection with any purchase and/or Rebate Card activity by such
Customers. There are restrictions on both Party's use of such data,
per the terms and conditions of the ISO agreement and the reciprocal
rebate agreement.
13. LICENSES
13.1 Trademark License to Sherlock Marks: During the Term and subject to
the terms and conditions of this Agreement, Sherlock grants PLIC a
non-exclusive, non-sublicenseable license to use Sherlock's Marks in
links to and advertisements and promotions for the Sherlock Site and
Joint Site.
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13.2 Trademark License to PLIC Marks: During the Term and subject to the
terms and conditions of this Agreement, PLIC grants Sherlock a
non-exclusive, non-sublicenseable license to use the PLIC Marks on the
Sherlock Site and Joint Site.
13.3 Trademark Restrictions. The trademark owner may terminate the
foregoing trademark licenses if, in its sole discretion, the
licensee's use of the marks does not substantially conform to the
owner's reasonable standard of quality. The licensee shall use the
marks exactly in the form provided, in accordance with any trademark
usage policies. The licensee shall not form any combination marks with
the other Party's marks. The licensee shall not take any action
inconsistent with the owner's ownership of the marks and any benefits
accruing from use of such trademarks shall automatically vest in the
owner.
13.4 License to Customer Data: During the Term and subject to the terms and
conditions of this Agreement, each Party shall be permitted to use the
other Party's Customer Data on an internal basis only in furtherance
of performance of such Party's obligations under this Agreement.
However, upon expiration or termination of this Agreement, neither
Party shall retain or otherwise use such Customer Data.
Notwithstanding the foregoing, if any Customer elects to transition
from one Party to the other, such restriction shall not apply. In
addition, if either Party defaults on any compensation obligation
under this Agreement, there shall be no restriction on use of that
Party's Customer Data, except to the extent otherwise required by law.
14. REPORTS AND PAYMENTS
14.1 Reports: Within nineteen (19) days following the end of each calendar
month, commencing with the first calendar month during which
reportable activity occurs, PLIC shall provide Sherlock with detailed
transactional reports for any Sherlock Site or Sherlock Rebate
Customer activity. Such reports shall list each Sherlock Customer, as
well as the value and status of each transaction processed.
14.2 Payments: In connection with such reports, PLIC shall remit to
Sherlock any monies due Sherlock in connection with Sherlock's margin,
any Advertising Net Revenues and/or Rebate participation. Royalties
and all other payments due to Sherlock pursuant hereto will be paid by
check tendered or wire transfer at the following address which will be
supplied as an addendum to this agreement in the normal course of
business:
Remittance Address Wire Transfer Account
------------------ ---------------------
or to such other payment addressees as Sherlock shall hereafter
designate in a notice to PLIC through registered mail.
14.3 Records: For so long as PLIC is obligated to make any payments under
this Agreement, and for a period of three (3) years thereafter, PLIC
agrees to keep and maintain complete and accurate records for the
current year and the preceding (3) three years of all data reasonably
required for the verification and computation of the amounts to be
paid and the information to be reported under or relevant to
performance of this Agreement.
14.4 Audit Rights: During the Term of this Agreement, Sherlock may conduct
an audit of PLIC's records and seek a written certification by a
mutually acceptable independent Certified Public Accountant that the
reports, payments and records are correct and/or that
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PLIC is performing in accordance with this Agreement. In the event the
Parties cannot in good faith agree as to an auditor within ten (10)
days of the date of the audit request, Sherlock may select any of the
top five (5) CPA firms to conduct the audit. Such auditor will report
to Sherlock only whether the amounts due or payable to Sherlock
pursuant to this Agreement were correct, any amount that is due and
payable to Sherlock, and information related to compliance or
noncompliance with this Agreement. Such auditor will hold such
information in confidence and will not disclose such information to
any other person or entity, other than Sherlock, without the prior
written consent of PLIC, unless required by law. Audits shall occur no
more frequently than once per calendar year, unless Sherlock can
present a reasonable basis for its belief that an audit in a lesser
time period is needed. The cost of such audits will be borne by
Sherlock unless a payment discrepancy unfavorable to Sherlock greater
than or equal to ten percent (10%) of the amounts owed for any
reporting period covered by the audit is discovered, in which case
PLIC shall pay the costs of the audit as well as any payment
deficiency and interest thereon. A copy of any audit shall be
submitted to PLIC.
15. CONFIDENTIALITY
15.1 Confidentiality Information: For purposes of this Agreement, the term
"Confidential Information" shall mean all non-public information that
a Party designates as being confidential, or which, under the
circumstance of disclosure ought to be treated as confidential.
Confidential Information includes, without limitation, information
that relates to research, development, trade secrets, know-how,
product development plans, inventions, technical data, software
programming, concepts, designs, procedures, manufacture, purchasing,
accounting, engineering, marketing, merchandising and selling,
business plans or strategies, customers, and information entrusted to
a Party or its principal officers and employees by third parties.
Confidential Information shall not include information that was known
to a Party prior to disclosure by the other Party, information that
was independently discovered by the other Party by an employee with no
exposure to the Confidential Information, or information that becomes
publicly available through no fault of the recipient.
15.2 Obligation: Each Party agrees that for a period of five (5) years from
the Effective Date, it shall hold in strictest confidence, and will
not use the Confidential Information, except as necessary to perform
its obligations or exercise its rights under the Agreement. Each Party
shall disclose Confidential Information only to its employees and
independent contractors who have a need to know such information for
purposes of performance under this Agreement and who have executed
confidentiality agreements with such Party sufficient to prohibit
unauthorized use and disclosure of the Confidential Information
disclosed. A Party shall not disclose the Confidential Information of
the other Party to any third Party without the prior written consent
of the other Party. If this agreement is terminated for any reason
either party may not for a period of 36 months deal with any business
or company that was introduced to the other party. This is a
non-circumvention agreement and both parties agree that they have
considerable expense in the creation of these contacts and that the
other party has no rights to these customers or merchants. If this
non-circumvention is violated the violator would be liable for a
considerable loss to the other party.
15.3 Exceptions: The confidentiality provisions of this Section 12 shall
apply to prohibit disclosure of the Confidential Information except
(i) as required by applicable disclosure laws; or (ii) or in
connection with a court order requiring disclosure, in which case the
Party under order must provide immediate notice and cooperate in any
attempt to quash such order.
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15.4 Return of Materials: Upon termination or expiration of this Agreement,
each Party shall return to the other all drawings, blue prints, notes,
memoranda, specifications, designs, devices, documents and any other
material containing or disclosing any confidential or proprietary
information.
16. WARRANTY, WARRANTY DISCLAIMER, INDEMNITY AND LIMITATIONS OF LIABILITY
16.1 Warranty: PLIC hereby makes the following representations and
warranties:
(a) PLIC has issued at least seven hundred and fifty thousand
(750,000) Rebate Cards and numbers through the PLIC ISO's and
affinity groups. Varcom has just completed an online sign up and
registration system for these cards to get activated online and
is now in the process on gathering the names that relate to the
numbers while activating these numbers when they sign on
(b) PLIC has signed up twenty-one (21) Affinity Groups and ISO's to
participate in its programs and these affinity groups claim to
have approximately 12 million members.
(d) In the year prior to the Effective Date, discount shopping
members from all Affinity Groups have purchased approximately one
hundred million dollars (US$100,000,000) in gross sales worth of
products, not counting membership fees, through such Affinity
Group programs. It is acknowledged that these figures are given
to PLIC from the merchants or the affinity group itself as an
estimate. PLIC cannot guarantee accuracy of the amounts sold by
these groups.
(e) PLIC's has established "Tier 1 Supply Agreements" with
approximately eighty (80) merchants, of those, approximately
three or four guarantee PLIC lowest prices.
(f) Of the eighty (80) merchants referenced in Section 16(e) above,
all are POS merchants which belong to a buying consortium.
(g) Through these suppliers PLIC has approximately one million
(1,000,000) items that can be put into a data base format and put
on to the Internet. It is acknowledged at this time PLIC only has
about 100,000 items in the proper data base format and only 1,000
digital pictures.
16.2 Warranty Disclaimer: THE PARTIES HEREBY SPECIFICALLY DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY: (I)
WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE; (III) WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF TRADE; AND/OR (IV) WARRANTY OF TITLE OR
NONINFRINGEMENT.
16.3 Sherlock Indemnification: Sherlock will defend, indemnify and hold
PLIC harmless from any and all claims, losses, liabilities, damages,
expenses and costs (including attorneys' fees and court costs) which
result from a claim that the Sherlock Site, excluding PLIC's Marks,
infringes any third party Intellectual Property Right, provided that
PLIC gives Sherlock written notice of any such claim and Sherlock has
the right to participate in the defense of any such claim at its
expense.
16.4 PLIC Indemnification: PLIC will defend, indemnify and hold Sherlock
harmless from any and all claims, losses, liabilities, damages,
expenses and costs (including attorneys' fees
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and court costs) which result from a claim that the PLIC Sites,
excluding Sherlock's Marks, infringe any third party Intellectual
Property Right, provided that Sherlock gives PLIC written notice of
any such claim and PLIC has the right to participate in the defense of
any such claim at its expense.
16.5 Limitation of Liability: EXCEPT FOR A BREACH OF THE LICENSE PROVISIONS
IN SECTION 10 ABOVE OR A VIOLATION OF THE CONFIDENTIALITY PROVISIONS
IN SECTION 12 ABOVE, LIABILITY ARISING UNDER THIS AGREEMENT SHALL BE
LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES AND NEITHER PARTY
SHALL HAVE ANY LIABILITY FOR ANY INDIRECT OR SPECULATIVE DAMAGES,
INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL, INCIDENTAL AND SPECIAL
DAMAGES, SUCH AS LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF
PROFITS, IRRESPECTIVE OF WHETHER THE PARTY HAS ADVANCE NOTICE OF THE
POSSIBILITY OF ANY SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THESE
LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN
SETTING CONSIDERATION UNDER THIS AGREEMENT.
16.6 Liability Cap: EXCEPT FOR A BREACH OF THE LICENSE PROVISIONS IN
SECTION 13 ABOVE OR A VIOLATION OF THE CONFIDENTIALITY PROVISIONS IN
SECTION 15 ABOVE, NEITHER PARTY'S TOTAL LIABILITY SHALL EXCEED THE
AMOUNT HAVING ACTUALLY BEEN PAID BY SUCH PARTY TO THE OTHER UNDER THIS
AGREEMENT.
17. TERM AND TERMINATION
17.1 Term: The term of this Agreement shall be perpetual, commencing on the
Effective Date.
17.2 Termination: Either Party may terminate this Agreement for cause if
the other Party materially breaches any obligation hereunder,
including but not limited to any failure to pay any amounts owed by
such Party to the other Party or to the other Party's Customers,
Rebate Customers or Merchants; provided that the non-breaching Party
must give thirty (30) days written notice with the opportunity to
cure. If after such thirty (30) day period, the breaching Party has
not substantially remedied such breach or made good faith attempts to
do so, then the non-breaching Party may terminate for cause.
Additionally, either Party may terminate this Agreement immediately if
the other Party: (a) files or has filed against it a petition in
bankruptcy, (b) has a receiver appointed to handle its assets or
affairs, (c) makes or attempts to make an assignment for benefit of
creditors; or (d) violates the confidentiality provisions of this
Agreement.
17.3 Continued Marketing: Upon expiration of the Agreement or termination
for breach, the breaching Party agrees to provide to the non-breaching
Party all information, authorization and records necessary for the
non-breaching Party to continue any joint marketing efforts, under
Section 8 above, that it desires to pursue.
18. GENERAL PROVISIONS
18.1 Notices: All notices and requests in connection with this Agreement
shall be deemed given as of the day they are received either by
messenger, delivery service, or in the mail, postage prepaid,
certified or registered, return receipt requested, and addressed as
set forth above.
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18.2 Survival: All of the provisions in Sections 12 and 13, and any other
provisions that expressly survive, shall survive expiration or
termination of this Agreement. In addition, upon termination of the
Agreement, the following provisions shall apply and survive:
(a) If termination occurs due to Sherlock breach: For a period of
five (5) years following termination, Sherlock agrees that it
shall not influence or approach PLIC employees, suppliers,
business partners, Merchants, Affinity Groups or Customers, or,
start a competing rebate shopping club.
(b) If termination occurs due to PLIC breach: PLIC agrees that for a
period of five (5) years following termination, PLIC shall not
influence or approach Sherlock employees, suppliers, business
partners, Merchants, Affinity Groups or Customers.
18.3 Assignment: This agreement may not be assigned by either Party without
requiring the prior written consent of the other Party. PLIC will be
paid $150,000 upon the signing of this agreement for an ISO agreement.
18.4 Force Majeure: Neither Party shall be liable for any failure or delay
in fulfilling the terms of this Agreement due to fire, strike, war,
civil unrest, terrorist action, government regulations, acts of Nature
or other causes which are unavoidable in nature and beyond the
reasonable control of the Party claiming force majeure. This provision
shall not be construed as relieving either Party from its obligation
to pay any sum due the other Party.
18.5 Relationship: In all matters relating to this Agreement, Sherlock and
PLIC have acted and shall act as independent contractors. Neither
Party will represent that it has any authority to assume or create any
obligation, expressed or implied, on behalf of the other Party, or to
represent the other Party as agent, employee, or in any other
capacity. Neither Party shall have any obligation, expressed or
implied, except as expressly set forth herein.
18.6 Entire Agreement: This Agreement sets forth the entire Agreement
between the Parties as it relates to the Shopping Sherlock mall. It is
acknowledged that an ISO agreement and a reciprocal rebate agreement
will also be signed to deal with the issuing of membership cards and
setting up of the merchants. This agreement supersedes all prior and
contemporaneous proposals, agreements, and representations as it
relates to the mall whether written or oral, relating to the subject
matter contained herein. This Agreement may be changed only if agreed
to in writing and signed by an authorized signatory of each Party.
18.7 Severability: All rights and remedies, whether conferred hereunder, or
by any other instrument or law will be cumulative and may be exercised
singularly or concurrently. The failure of any Party to enforce any of
the provisions hereof shall not be construed to be a waiver of the
right of such Party thereafter to enforce such provisions. The terms
and conditions stated herein are declared to be severable. If any
provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, they shall be enforced to the maximum amount
possible. The validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
18.8 Counterparts: This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
18.9 Governing Law: Any claims arising under or relating to this Agreement
shall be governed by the internal substantive laws of the State of
Washington or federal courts
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located in King County, Washington, without regard to
principles of conflict of laws. The Parties consent to
jurisdiction and venue in the state and the federal courts
sitting in King County, Washington.
AGREED TO AND ACCEPTED:
PLIC, INC. SHOPPING SHERLOCK, INC.
By: "Xxxxxxx Xxxxxxx" By: "Xxxxxxx Xxxxxxx"
Printed Name: Xxxxxxx Xxxxxxx Printed Name: Xxxxxxx Xxxxxxx
Title: President Title: Shareholder
Date: February 4, 1999 Date: February 4, 1999
SHOPPING SHERLOCK, INC.
By: "Xxxx Xxxxxx"
Printed Name: Xxxx Xxxxxx
Title: Shareholder
Date: February 4, 1999
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