EXHIBIT 10.14
LETTER OF AGREEMENT
This binding Letter of Agreement, dated March 27, 2000 will memorialize the
understandings between 5th Avenue Channel Corp., a Florida corporation ("5th
Ave") and Pointe Video Advertising, a corporation to be incorporated in the
State in Florida ("Licensee") whereby under the terms of this Agreement, 5th Ave
agrees to grant to Licensee the right to develop certain markets for and sell
certain types of advertising in certain territories for XxxXxxxxXxxxx.xxx, one
of 5th Ave's NetVideoNetworks.
5th Ave agrees to develop a XxxXxxxxXxxxx.xxx website, accessible through that
URL, that will be cross-promoted by 5th Ave at its discretion on its other
websites, on its television channel, and through other methods of promotion that
5th Ave may have or develop from time to time. 5th Ave will supply all the
technology required for the site including the technology required for video
streaming. All personnel required for the development, maintenance and
management of XxxXxxxxXxxxx.xxx shall be the responsibility of 0xx Xxx.
0xx Xxx grants to Licensee the exclusive right to sell advertising on
XxxXxxxxXxxxx.xxx to lawyers, law firms and legal referral and ancillary
services doing business in New Jersey, Washington, D.C., Pennsylvania, Maryland
and Delaware. Other categories of advertisers remain with 5th Ave. For the
latter of one year or until Licensee has recouped its investment, which shall
include the $500,000 payment and all third party expenses, 50% of all other
categories of advertising revenue on XxxXxxxxXxxxx.xxx placed by 5th Ave shall
be retained by Licensee.
For the rights described in this Agreement, Licensee agrees to pay to 5th Ave
$500,000 commencing with a payment of $50,000 on March 29, 2000 and subsequent
payments on a schedule to be mutually agreed by the parties. 5th Ave agrees to
grant to Licensee 200,000 warrants to purchase 5th Ave's Common Stock. 75,000 of
these warrants are at $5.25, 75,000 at $6.00 and 50,000 at $7.00. 5th Ave will
include them in its upcoming SB-2 Registration. The warrants will have a term of
two years from date of issue. The length of this Agreement shall be for one
year, continually renewable at option of Licensee. Upon renewal and subsequent
to recoupment, the party bringing in the legal advertising, be it 5th Ave or
Licensee, shall receive 60% of the legal advertising revenue for the length of
this Agreement. The other party shall receive 40%.
If Licensee has not received $500,000 in net advertising revenues in 18 months
from the commencement of this Agreement, 5th Ave shall have the right to
purchase the rights back from Licensee for the total of $500,000 and third party
expenses less the amount of net advertising revenues actually received by
Licensee. Such repurchase shall be in 5th Ave Common Stock.
The parties intend to negotiate a more complete agreement. However, until such
time, if any, that such an agreement is signed, this Agreement shall be
considered binding upon the parties.
/s/ PRESIDENT ELECT /s/ XXX XXXXX 3/27/00
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Pointe Video Advertising, Inc. Date Xxx Xxxxx Date
(A Florida corporation to be formed) 0xx Xxxxxx Xxxxxxx Xxxx.
