EXHIBIT 10.2
March 2, 2000
PRIVATE AND CONFIDENTIAL
Xxxxxxxxx International, Inc.
Suite 740
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xx. Xxxxx Xxxxxx, Deputy Chairman, President and Chief
Operating Officer
Dear Xx. Xxxxxx:
Re: Xxxxxx.xxx Inc. ("Bidhit") and Xxxxxxxxx International Inc.
("Xxxxxxxxx")
This letter sets forth the terms and conditions of the agreement and
understandings between Xxxxxxxxx and Bidhit. This letter is supplemental to
the existing agreement between Bidhit and Xxxxxxxxx dated November 15,
1999 (the "November 15 Agreement").
1. RECITALS. This agreement is made with reference to the following
material facts:
(a) Xxxxxxxxx and Bidhit wish to expand their marketing relationship.
(b) Bidhit wishes to avail itself of Xxxxxxxxx'x continued advice and
counsel on an as-needed basis.
(c) Xxxxxxxxx and Bidhit wish to expand their relationship through an
increased investment and increased advertising.
(d) Xxxxxxxxx and Bidhit may expand their relationship on such terms
and conditions and under such circumstances as the parties may mutually agree
upon in the future.
2. ADVISORY SERVICES. Xxxxxxxxx shall extend the advisory and
consulting services to Bidhit relating to most appropriate use of Xxxxxxxxx
print and online properties as advertising and promotional vehicles for
Bidhit until January 1, 2002. No specific time requirements on Xxxxxxxxx
are imposed and such services may be by telephone. The extended services
referred to in this paragraph are an extension of the services being provided
under the November 15 Agreement.
3. BIDHIT OBLIGATIONS. In consideration of Xxxxxxxxx extending its
consulting relationship with Bidhit, Bidhit agrees to issue Xxxxxxxxx 100,000
common shares of Bidhit for cash at $3.00 per share upon execution of a
subscription agreement by Xxxxxxxxx and approval by resolution of the Bidhit
Board of Directors.
4. ADVERTISING. Xxxxxxxxx agrees to provide Bidhit with U.S. $2,100,000
in advertising media availabilities in Xxxxxxxxx print and online media. This
media will be made available to Bidhit or through Bidhit's advertising agency
or media buyer on an as-ordered basis for a period of three (3) years from
the date of the execution of this agreement at the 10,000 line rate net of
commission in effect on the dates that such advertising is published. Bidhit
will advise Xxxxxxxxx of the publications that Bidhit wishes to advertise in
and will otherwise follow all content and submission deadline requirements
prescribed by Xxxxxxxxx'x normal advertising policies. Online advertising
will be priced at the rate card at the then available rate for banner
advertising at the applicable web sites.
5. CONSIDERATION FOR ADVERTISING. Bidhit agrees to issue and Xxxxxxxxx
agrees to accept 600,000 shares of Bidhit common stock valued at $3.50 per
share as full payment in advance for the contracted advertising in Xxxxxxxxx
publications. The shares will be issued to Xxxxxxxxx within ten (10) business
days of the execution of this agreement.
6. USE OF CONTENT AND PILOT PROJECT. In addition to advertising,
Xxxxxxxxx agrees to provide Bidhit with non-exclusive use of content in
Xxxxxxxxx publications for a one (1) year period beginning as of the date of
execution of this agreement. Further, Bidhit and Xxxxxxxxx agree to consider,
as a pilot project, a co-branded auction site linked between the CHICAGO SUN
TIMES and Bidhit's web site. If successful, the pilot project will be
expanded to include further Xxxxxxxxx publications deemed appropriate between
Xxxxxxxxx and Bidhit. It is further understood that Xxxxxxxxx and Bidhit will
agree, at a later date, on a revenue sharing/compensation model from the
co-branded auction site. It is the intention of both parties to resolve the
pilot project by the 3rd quarter of 2000. Bidhit will issue Xxxxxxxxx 300,000
common shares at a deemed price of $3.50 per share in consideration for both
the non-exclusive use of content and the pilot project. The shares will be
issued to Xxxxxxxxx within ten (10) business days of the execution of this
agreement. For purposes hereof, "content" shall be defined as those articles,
graphics and other materials contained in Xxxxxxxxx publications mutually
agreed upon by Bidhit and Xxxxxxxxx and which Xxxxxxxxx has the right to let
third parties publish without having to obtain the consent of or make any
payment to any author or other party. Xxxxxxxxx may terminate its obligation
to provide such content upon sixty (60) days notice to Bidhit, in which event
Xxxxxxxxx shall promptly rebate a proportion of the 300,000 Bidhit shares as
of the date of termination.
7. BINDING AGREEMENT. This letter constitutes a binding agreement
between Bidhit and Xxxxxxxxx. It shall enure to the benefit of and be binding
upon the parties and their successors and assigns.
8. ENTIRE AGREEMENT. This letter and the November 15 Agreement
constitute the entire agreement of the parties with respect to its subject
matter and supersede all previous communications and agreements whether oral
or written between the parties. No amendment to this agreement shall be valid
unless it is evidenced by a writing executed by both parties. This agreement
may be executed in counterpart and/or by facsimile.
9. NOTICE. All notices, requests, demands and other communications shall
be in writing and shall be deemed to have been given if delivered by hand or
faxed as follows:
To Xxxxxx.xxx: Xxxxx 000
00000 Xxxxx Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
and
Xxxxx 0000, 0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
Facsimile: (000) 000-0000
To Xxxxxxxxx: Xxxxx 000, 000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
10. All such advertising media availabilities will be subject from time
to time to the then existing Xxxxxxxxx contractual obligations.
IN WITNESS WHEREOF, the parties have executed this Agreement, consisting
of three (3) pages as of the 2nd day of March, 2000.
Xxxxxx.xxx, Inc. Xxxxxxxxx International, Inc.
Per: /s/ Xxxxxxx X. Xxxxx Per: /s/ Xxxxx Xxxxxx
------------------------------ --------------------------------------
Xxxxxxx X. Xxxxx Xxxxx Xxxxxx
President & CEO Deputy Chairman, President & COO
