Exhibit 10.1
AMENDMENT NUMBER 1
TO
INTERACTIVE MARKETING AGREEMENT
This Amendment Number 1 (this "Amendment") to that certain Interactive
Marketing Agreement dated March 10, 1998 (the "Agreement"), by and between
AMERICA ONLINE, INC. ("AOL"), a Delaware corporation with its principal offices
at 00000 XXX Xxx, Xxxxxx, XX 00000, and INFONAUTICS CORPORATION, A WHOLLY-OWNED
SUBSIDIARY OF INFONAUTICS, INC. ("Infonautics") with its principal offices at
000 Xxxx Xxxxxx Xxxx, Xxxxx 0000, Xxxxx, Xxxxxxxxxxxx 00000-0000, is made this
2nd day of March, 1999 (the "Execution Date"). Defined terms used herein but not
defined shall be as defined in the Agreement.
For valuable mutual consideration, the receipt of which is hereby
acknowledged, and intending to be legally bound, the Parties hereto agree to
amend the Agreement as follows:
1. SECTION 3.1, PLACEMENT FEES: This section shall be deleted in its entirety
and replaced with the following: "AOL acknowledges the receipt of One
Million Two Hundred Thousand Dollars ($1,200,000) from Infonautics (i) as
payment in full by Infonautics of its obligations under Sections 3.1(i) and
3.1(ii) of the Agreement for the period beginning on the Commercial Launch
date and ending October 31, 1998 prior to this Amendment and (ii) as
payment in part by Infonautics of its obligation to make the November 1,
1998 quarterly payment due under Section 3.1 prior to this Amendment.
Infonautics shall make its remaining placement fee payments to AOL as
follows: Infonautics shall pay AOL the sum of Two Hundred Twenty Three
Thousand, Three Hundred and Thirty Three Dollars ($223,333) within two (2)
days of execution of this Amendment No. 1. Thereafter, on the first of
every month beginning with March, 1999 and ending with July, 1999,
Infonautics shall be invoiced in the amount of Two Hundred Twenty Three
Thousand, Three Hundred and Thirty Three Dollars ($223,333), payable to AOL
net thirty (30) days from the invoice date. On August 1, 1999, November 1,
1999, and February 1, 2000 Infonautics shall be invoiced in the amount of
Five Hundred Thousand Dollars ($500,000), payable net thirty (30) days from
the invoice date. If any payment is not made within thirty (30) days of the
invoice date, then the amount due shall immediately and without notice
increase by five percent (5%) of the outstanding balance."
2. SECTION 4.1, TERM: The fourth sentence of this section shall be deleted in
its entirety and replaced with the following: "'Full Contract Terms' shall
mean Infonautics shall continue to pay to AOL placement fees in the amount
of either (i) Five Hundred Thousand Dollars ($500,000) per quarter or (ii)
Two Hundred Twenty Three Thousand Three Hundred Thirty Three Dollars
($223,333) per month based on the then-current payments at the time of
implementation of such Full Contract Terms, as specified in Section 3.1.
All other terms and provisions of this Agreement shall apply during any
such Renewal Term."
3. AGREEMENT. Except as specifically amended hereby, the Agreement remains in
full force and effect.
4. COUNTERPARTS. This Amendment may be executed in counterparts, each of which
will be deemed an original and all of which together will constitute one
and the same document.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
day and year first written above.
AMERICA ONLINE, INC. INFONAUTICS CORPORATION
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxx Xxxxxx
Print Name: Xxxxx X. Xxxxxxx Print Name: Xxx Xxxxxx
Title: Sr. Vice President Title: President
