MEMORANDUM OF AGREEMENT
This Memorandum of Agreement ("Agreement"), date as of _____, 1998, is by
and between GMC HOLDINGS, INC. ("GMC"), on the one hand, and SALTON MAXIM
HOUSEWARES, INC. ("Salton") and XXX XXXXXXXXXX, INC. ("SPI") (collective,
"Salton") on the other hand, as follows:
RECITALS
WHEREAS, GMC has pre-paid media time to be aired on free and cable
television and Salton is the licensor/marketing entity of the Booxie,
trademarked and copywritten reversible soft book(s) with a patent pending
("Booxie") and Flush 'N' Shut, trademarked and patent protected toilet fixture
product containing Hush 'N Flush which is also a trademark and patent protected
product. Booxie, Flush 'N' Shut and Hush 'N' Flush are sometimes collectively
referred to herein as the "Product" or "Products"); and
NOW, THEREFORE, the parties are desirous of entering into an agreement on
the following terms and conditions:
AGREEMENT
1. GMC shall provide Two Hundred Fifty Dollars ($250,000.00) worth of
pre-paid media time which shall be allocated between the Products.
2. Salton shall provide the Products as well as the fulfillment entity and
the commercials to be used on the pre-paid media time.
3. The parties hereto shall equally divide the proceeds from the direct
sales stemming from "direct response" commercials aired on the pre-paid media
time supplied by GMC, excluding costs charged form shipping and handling, which
shall go to Salton and its fulfillment entity.
4. GMC shall provide, as reasonably available, the time schedule for the
pre-paid time.
5. Upon receipt of the accounting and payment by the fulfillment entity,
Salton shall pay GMC its share of revenues for all sales pursuant such
accounting. Said payment shall be made within fifteen (15) days of end of each
calendar month in which Salton receives such accounting and payment. It is
understood that payment shall be made only on actual receipt of monies from the
fulfillment entity and only with respect to sales related to the direct response
commercials aired on the pre-paid media time supplied by GMC.
6. It is understood that SALTON is selling the Products through other
markets, including all media and retail outlets, and this Agreement shall only
concern such revenues which are derived from the direct response sales provided
in the pre-paid media time contributed by GMC. GMC is engaged in the marketing
of merchandising other the Products and SALTON shall have no interest therein.
7. The parties represent that they have the right to enter into this
Agreement and they are authorized to perform these obligations required of them
under this Agreement. Each party indemnifies the other from any claim by any
third party, including reasonable attorneys' fees to defend such indemnified
party hereunder.
8. This Agreement shall not be construed as a partnership or agency.
9. This Agreement may be terminated upon the occurrence of any of the
following:
a. When the Two Hundred Fifty Thousand Dollars ($250,000.00) worth of
pre-paid media time is exhausted;
b. Either party materially breaches the terms hereof, in which event
the non-breaching party shall, at its option, have the right to terminate
this Agreement; or
c. By the mutual written agreement of the parties.
10. Salton shall grant to GMC an option to extend this Agreement upon GMC's
commitment to provide an additional Five Hundred Thousand Dollars ($500,000.00)
worth of pre-paid media time, and said option shall be exercised in writing
within thirty (30) days from the date of termination of the Agreement.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date and year set forth below.
GMC INC. SALTON MAXIM HOUSEWARES, INC.
By: /s/ G. Xxxxxxx Xxxxxx By: /s/ Xxxx Destrawn
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XXXX DESTRAWN
Its: President Its: President
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XXX XXXXXXXXXX, INC.
By: /s/ Xxx Xxxxxxxxxx
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Xxx Xxxxxxxxxx
Its: President
