EXHIBIT 10.24
Visonland
Rapid River
AGREEMENT
This Agreement is between: RX Technology(SM)
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
Xxxxxx Xxxxxx of America
Phone: (000) 000-0000
and
Visionland
This Agreement concerns the furnishing of a photosystem(s) by RX Technology(SM)
to "The Park" for a ride(s) known as:
"River Rapids Ride"
1. Responsibilities
1.1 RX Technology(SM)
A. Provide a Theme Park photosystem(s) each comprising of:
1) Complete photo-imaging system
2) Video camera(s),
3) Printers,
4) Color display monitors,
5) Electronic Point of Sale (POS) units,
6) Cash registers,
7) A suitable trigger source to detect the ride and
8) Suitable flash/lighting units.
B. Provide video cables from the camera pole to the
photobuilding.
C. Provide backup equipment for unexpected equipment malfunction,
thereby avoiding prolonged delay in repair. Backup equipment
required to be determined by RX Technology(SM).
D. Properly and completely install the photosystem(s).
E. Provide technical support and maintenance to ensure proper
functioning of the photosystem, to the best of its ability.
Initial: [ILLEGIBLE]
- Page 1 of 5 -
F. Provide complete initial training of the staff including
support after opening.
G. Provide "The Park" with operational and troubleshooting
guides.
H. Supply the print media and ink cartridges for the video
printers. RX Technology(SM) to be the sole supplier of all
video printer paper.
I. Supply register paper rolls and ink cartridges for sales
register printers.
1.2 "The Park"
A. Provide liability and general business insurance coverage for
the photobuildings and its contents.
B. Provide a suitable sales building for each photosystem - as
agreed.
C. Conduct all routine accounting procedures. These procedures
include any submission of taxes to state and local agencies
and the preparation of weekly sales and revenue figures.
D. Staff and operate all RX Technology(SM) photosystem
operations.
E. Provide themeing and signage for the sales building. Provide
signage for photo sales.
F. Provide a suitable presentation folder for the photographs.
Folders must allow fast insertion of the photographs by the
sales staff. (Samples available in Appendix "B")
G. Supply electrical wiring from the sales building to the camera
pole with the breaker switch located in the sales area.
H. Supply electrical wiring to the sales building and separate
circuit breakers as detailed in guidelines provided by RX
Technology(SM).
I. Provide an electrician or other park employee or contractor to
lay and pull cables, put up lights, etc. under instruction and
supervision of RX Technology(SM).
J. Provide and install a direct telephone line to the sales
building.
K. Purchase and install a suitable pole(s) - for the camera,
flash units and trigger sensor.
L. Supply trunking/conduit of at least 2 inches in internal
diameter and install it between the sales building and the
camera site, above or below the ground.
Initial: [ILLEGIBLE]
- Page 2 of 5 -
2. Terms and Conditions
A. The length of this Agreement is to be for a period of 5 years. RX
Technology(SM) agrees to ensure that the photosystem(s) is updated,
to the best of its ability. "The Park" agrees to ensure that the
ride(s) is kept updated as appropriate.
B. In the event a ride is closed RX Technology(SM) and the Park may
elect to reposition the system. Modification and changes required
will be negotiated at the then current time and materials charges.
C. Both parties agree that neither shall be held liable for loss of
income due to ride or system malfunction.
D. "The Park" will use its own banking method and security when
depositing monies taken in payment of the photographs sold. RX
Technology(SM) share of the revenue will be sent on a weekly basis
to RX Technology(SM) at X.X. Xxx 0000, Xxxxxxxxxx, XX 00000.
E. The selling price of the photographs shall be determined by mutual
agreement between "The Park" and RX Technology(SM). It is agreed
that the selling price can vary throughout the season.
G. Upon termination of this Agreement, RX Technology(SM) shall remove
its property from park grounds.
H. Upon termination of the summer season RX Technology(SM) shall remove
its property from park grounds and re-install and test at the
beginning of the next season. We will perform routine maintenance on
the equipment and update as required.
3. General Statement
A. All revenue produced by the use of the photosystem(s) supplied by RX
Technology(SM) are to be divided between RX Technology(SM) and "The
Park" as agreed.
B. RX Technology(SM) agrees to license the use of its technology in
"The Park" with no additional fees other than those described in
this Agreement.
C. Installation dates of the photosystem equipment on the
aforementioned rides is to be determined based upon availability of
the sales building and completion of construction and electrical
requirements. Target opening date is Spring 1999.
Initial: [ILLEGIBLE]
- Page 3 of 5 -
4. Revenue Distribution
The gross revenue calculation is to be based on the formula used in the
following example:
THESE FIGURES ARE USED AS AN EXAMPLE ONLY
Total Sale
$8.50
-less 7% sales tax -$ .55
------
------
Retail Sales Price $7.95
40% Payment to "The Park" -$3.18
RX Technology (RX pays for print media) $4.77
5. Property Rights
A. RX Technology(SM) will retain ownership of those parts of the
photosystem(s) that it supplies at all times throughout the duration
of this Agreement and afterwards.
B. "The Park" will retain ownership of those parts of the
photosystem(s) that it supplied, as detailed in this Agreement, at
all times throughout the duration of this Agreement and afterwards.
6. System Operation
A. "The Park" understands and agrees to leave the RX Technology(SM)
photosystem equipment on at all times; 24-hours a day, 7 days a week
-- including days when "The Park" is not open to the public.
Temperature must remain constant at all times as fluctuations are
extremely harmful to the photosystem. Staff will be instructed to
leave the system in a "sleep" mode before leaving each day.
B. Proper care and handling of the RX Technology(SM) photosystem will
prevent unnecessary malfunctions. It is imperative that our manuals
and guides be closely adhered to at all times by all Park staff at
all times.
Initial: [ILLEGIBLE]
- Page 4 of 5 -
7. Acceptance
A. This Agreement, when signed by both parties as indicated herein,
shall constitute the entire Agreement relating to the supply of a
ride photosystem(s) and shall supersede all prior representations or
contracts relating thereto and not incorporated in this Agreement No
modification or waiver of this Agreement shall be valid unless made
in writing and signed by an authorized officer or representative of
each party.
B. "The Park" has been made aware of this Agreement and grants the
authority to engage in aforementioned business activities with RX
Technology(SM). A representative of "The Park" shall acknowledge
this Agreement by signing where indicated below.
8. Notices
All notices required or permitted to be given hereunder shall be in
writing and personally delivered or sent by courier or registered or
certified mail, postage prepaid, return receipt requested, addressed as
listed below.
9. Force Majeure
Neither party shall be liable to the other for delay or failure to comply
with the provisions of this Agreement when such is caused by strikes,
other labor difficulties, wars, fires, floods, explosions, earthquakes,
government regulations, shortages in material, or any other reasonable
cause beyond either party's control.
Signed for and on behalf of: Signed for and on behalf of:
RX Technology(SM) Inc. Visionland
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
Signed /s/ Xxxxxx Xxx Gay Signed /s/ XX Xxxxxxxx
------------------------- ----------------------------------
Print Name Xxxxxx Xxx Gay Print Name XX Xxxxxxxx
--------------------- ------------------------------
Date 2-4-99 Date 2/4/99
-------------------------- -----------------------------------
Initial: [ILLEGIBLE]
- Page 5 of 5 -
