Horizon Interactive, Inc.
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Sale of Services Agreement
This Sale of Services Agreement is made and entered into this 19th day of
July, 1996 by Horizon Interactive, Inc., having its principal place of
business at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000
(Horizon Interactive) and Xxxxx Disc Products Company, Inc., having its
principal place of business at 0000-X Xxxxxx Xxxxx, Xxxxxxxx Xxxxxxx, XX 00000
(Xxxxx Disc).
1. SERVICES RENDERED
Xxxxx Disc acknowledges that Horizon Interactive has rendered the following
services:
* Education and consulting on Internet and related Internet commerce
* Drafting of Horizon Interactive, Inc. Business Plan for Acquisition by
Xxxxx Disc Products Company, Inc. "A Strategy for Profitable Commerce on
the Internet"
* Drafting of Functional Specification for World Wide Web Downloadable
Software Internet Venture
* Preparation and presentation of Investment Opportunity presentation
* Design effort for electronic software delivery system
* Recoding prototype software to meet the functional specification
* Program management (NETCOM, 3SI)
Furthermore, Xxxxx Disc acknowledges the following additional value provided
by Horizon Interactive:
* Introduction to 3SI for a new partnering agreement
* Visibility of electronic software delivery application to X/Open and
World Market Strategies, Ltd.
2. TERMS
Xxxxx Disc agrees they have accepted the services rendered by Horizon
Interactive and agrees to pay for them in accordance with the terms of this
Agreement.
Xxxxx Disc promises to pay Horizon Interactive, Inc. 22,500 shares of common
stock of Xxxxx Disc (BDPC) for the previously mentioned services rendered.
Xxxxx Disc agrees to issue the 22,500 shares of common stock to Horizon
Interactive within 10 days of the signing this Agreement.
Xxxxx Disc also agrees to enter into a Right of First Refusal Agreement with
Horizon Interactive, in which Xxxxx Disc gives Horizon Interactive the right
of first refusal for all training, documentation, and Internet Web design
services needed by Xxxxx Disc. The Right of First Refusal Agreement shall be
executed on or within 30 business days of completing the merger between Xxxxx
Disc and 3SI.
In exchange for signing this Sales of Services Agreement, Horizon Interactive
will transfer all rights to the Horizon Interactive, Inc. Business Plan for
Acquisition by Xxxxx Disc Products Company, Inc. "A Strategy for Profitable
Commerce on the Internet" and to the Functional Specification for World Wide
Web Downloadable Software Internet Venture to Xxxxx Disc. Furthermore,
Horizon Interactive agrees not to pursue a software distribution strategy, as
outlined in the above documents, as long as Xxxxx Disc maintains a Right of
First Refusal Agreement with Horizon Interactive.
3. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of Colorado.
This Agreement supersedes all prior agreements, written or oral, between
Horizon Interactive and Xxxxx Disc relating to the services rendered as noted
in this Agreement. This Agreement may not be modified, changed or discharged,
in whole or in part, except by an agreement in writing signed by both Horizon
Interactive and Xxxxx Disc.
This Agreement has been executed in duplicate, whereby both Horizon
Interactive and Xxxxx Disc have retained one copy each, executed on July 19th,
1996.
HORIZON INTERACTIVE, INC.
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, President and CEO
XXXXX DISC
By: /s/ Xxxxxx X. Xxxx
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Xxx Xxxx, Chairman and CEO
