EXHIBIT 5.7
LETTER OF INTENT
Between XXxxxxxxx.xxx, Inc. ("XXxxxxxxx.xxx") A Nevada corporation
and
Go Figure Technology ("GoFigure") a Delaware corporation
06 October 1999
Whereas:
1. GoFigure is an order fulfillment data processing company which links
suppliers with sellers via e-commerce applications, and
2. GoFigure wishes to enhance the value of its services by incorporating
technical support services, and
3. XXxxxxxxx.xxx has developed, and plans to continue to enhance, an online
portal called the PC Support Center, which provides a range of technical
support services for PCs which meet many of the PC support needs of
GoFigure's customers;
4. Both parties agree that the terms contained in this Letter of Intent will
require further definition and are described solely for the purposes of
pursuing mutual business interests as may be subject to the final signing
of a definitive agreement;
Therefore:
A. PC Support Center
1. XXxxxxxxx.xxx will develop for GoFigure's customers branded versions of PC
Support Center ("Branded PC Support Center"). The first such Branded PC
Support Center will be for Direct Web ("Direct Web PC Support Center").
Branded PC Support Center will incorporate functionality of PC Support
Center, and will be customized to support GoFigure's PC products. The
specifications for Release 1.0 and Release 1.5 of Branded PC Support Center
are included in Appendix A.
2. Upon signing each definitive agreement between GoFigure and a customer of
GoFigure, GoFigure will forward to XXxxxxxxx.xxx a Customization Fee for
the development and implementation of a Branded PC Support Center for such
customer which will be an amount less than or equal to the amount in the
GoFigure's customer definitive agreement. Such Customization Fee will be in
the range of $5,000 to $25,000, but may be more depending upon the extent
of customization required. The parties will reasonably agree in advance on
the amount of such Customization Fee. Such Customization Fee will be
returned if GoFigure remits Fees, a defined in section 4 below, for a
minimum of 50,000 units within three months ending the month following
receipt of Customization Fee.
3. The parties will agree upon a development and test schedule for the
customization of Branded PC Support Center. XXxxxxxxx.xxx will develop and
install Release 1.0 of Direct Web PC Support Center within 3 weeks of
receipt of Customization Fee. The same reasonable effort will be given to
all of the upcoming GoFigure Customers.
4. The parties will enter into a definitive reseller agreement reflecting the
following initial revenue components:
. GoFigure will remit a Fee of $18.00 for each personal computer
shipped by GoFigure that incorporates an icon ("Icon") linking to
Branded PC Support Center. Such Fee provides each original user of
such PC with a 3 year subscription to Branded PC Support Center.
. XXxxxxxxx.xxx will remit to GoFigure 50% of the revenue resulting
from the sale of premium services and additional products for which
an additional fee is received from the customer and for which no
additional cost is incurred by XXxxxxxxx.xxx, for example,
commissions on software upgrades purchased by end-users.
. XXxxxxxxx.xxx will remit to GoFigure 50% of the gross margin
resulting from the sale of premium services and additional products
for which an additional fee is received from the customer and for
which additional costs are incurred, for example, online backup
services purchased by end-users. Gross margin is calculated as the
difference between the revenue received by XXxxxxxxx.xxx from the
customer and the direct costs of providing the service or product.
. GoFigure will use best efforts to ship no less than 1,000,000 (One
Million) PC units incorporating the Icon within 12 months of the
date of this Agreement. Notwithstanding the foregoing, there is no
binding commitment on the part of GoFigure to ship PC units
incorporating the Icon.
5. The parties will reasonably agree on a formula for sharing revenue from
GoFigure's customers following the expiration of the original 3 year end-
user contract.
6. XXxxxxxxx.xxx will continue to develop the technology platform of its own
PC Support Center and to make certain of such improvements available to all
of GoFigure's customer PC Support Centers. The implementation of such
improvements may require the reasonable negotiation of changes to the
revenue components summarized in clause 4 for new shipments.
AGREED:
/s/ Xxxx XxXxxx /s/ Xxxx Xxxxxx
---------------------------- --------------------------
Xxxx XxXxxx, CEO Xxxx Xxxxxx, CEO
XXxxxxxxx.xxx, Inc. GoFigure Technology
10-6-99
--------
Date
APPENDIX A
SPECIFICATIONS OF PC SUPPORT CENTER
Release 1.0 (October 15, 1999)
------------------------------
. Software Updates
. Scans hard disk for new versions of software and drivers. User can
download free versions and has the opportunity to purchase latest
versions of commercial software.
. Preventive Maintenance
. Disk is scanned and cleaned to increase performance.
. Technical Support Forums
. Subscriber can ask questions of experts or answer questions for rewards.
. Ombudsman
. Will interface with PC vendors to assist subscribers with support and
product related problems.
. PC Platform Maintenance
. Subscribers receive emails of fixes or driver updates that automatically
update their system.
. Personal Subscriber Profile
. Allows subscriber to register to receive personalized information and
virus updates and keep a personal hardware profile.
. Telephone support
. Link to live support provided by GoFigure partner via telephone.
. Product Sales
. Subscribers will be able to purchase support related products, training
material and hard to find accessories.
. The Backup Center
. Limited free backup services will be offered as well as upgrades to
premium pay per use date backup services.
. Email updates
. Users are sent emails to advise of new virus alerts and newly available
bug fixes.
. Connection Wizard
. Keeps Internet dialler working even when disconnected.
. Support content
. News, surveys, user choice awards, contests.
Release 1.5 (Dec. 1, 1999)
--------------------------
. Virus Scan
. Online virus scan repair and email updates.
. Remote Diagnostic and Repair
. Self help repair.
. Live Internet Support
. Fast, efficient and effective live support using advanced technology.
. Hardware Upgrades Wizard
. Subscriber profile will allow user to tune system to specific usage
types and recommend upgrades to improve performance.
. Expert Advice
. Suggestions and recommendations by experts.
. Education Center
. Courses, videos, books and tapes to help subscribers increase their
knowledge about PCs and related topics.
