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Alloy Online, Inc. has omitted from this Exhibit 10.4 portions of the Agreement
for which Alloy Online, Inc. has requested confidential treatment from the
Securities and Exchange Commission. The portions of the Agreement for which
confidential treatment has been requested have been filed separately with the
Securities and Exchange Commission. Such omitted portions have been marked with
an asterisk.
EXHIBIT 10.4
AMENDMENT TO
FULFILLMENT SERVICES AGREEMENT
This Amendment to Fulfillment Services Agreement (the "AMENDMENT") dated as
of September 1, 1997, by and between Xxxxxxxx Fulfillment Services, Inc., a
Tennessee corporation ("HFS"), and Alloy Designs, Inc., a Delaware corporation
(the "COMPANY").
W I T N E S S E T H
WHEREAS, the parties hereto have previously entered into that certain
Fulfillment Services agreement dated as of July 23, 1997 (the "AGREEMENT")
pursuant to which HFS has agreed to provide direct marketing services to Company
for its direct marketing program for the sale of various merchandise sold
through the Alloy Catalog (respectively, the "MERCHANDISE" and the "CATALOG");
WHEREAS, the parties desire that the Agreement be amended to provide for
catalog request processing and the pricing therefor.
NOW, THEREFORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. CATALOG REQUEST PROCESSING. HFS shall process catalog request on the
"alloy-41" and "alloy-55" lines upon the following pricing terms:
(a) Effective from and after September 1, 1997,
(i) The first 2,500 calls (daily) coming in over such lines (including
non-order calls) shall be billed at $[ ]* per call (voice mail rate).
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(ii) The balance of calls coming in over such lines will be billed at $[ ]*
per call.
(b) Effective December 1, 1997, during any month in which average call
length for such month is in excess of 90 seconds, each second of average call
length in excess of 90 seconds shall be billed at $[ ]* per second per call.
2. BINDING EFFECT AND BENEFIT. The parties agree that this Addendum is in
full compliance with Section 26 of the Agreement and is a valid modification and
supplement to the Agreement which shall inure to the benefit of, and shall be
binding upon, the parties, their heirs, successors and permitted assigns.
IN WITNESS WHEREOF, the Company has executed this Agreement effective the
date first above written and HFS has executed and accepted this Agreement
effective the same date.
COMPANY:
ALLOY DESIGNS, INC.
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: EVP & Director
HFS:
XXXXXXXX FULFILLMENT SERVICES, INC.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: President
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