WINNERS INTERNET NETWORK, INC.
MANAGEMENT;
Xxxxx X. Xxxxxxx, Xx., President
Xxxxx X. Xxxxxxx, Xx., Consultant
Xxxxxxx X Xxxxx, Vice. President Technical
Xxxxxx X. Xxxxxx. Vice President Administration
February 11, 1999
To: Xx. Xxxxx Xxxxx
Fax: 000 000 0000 (Tele. 000 000 0000)
From: Xxxxx X. Xxxxxxx
Re: Software Licensing Agreement
Dear Xx. Xxxxx:
In conjunction with your communication with Xxxxx X. Xxxxxxx this day, February
11, 1999, we have revised some of the terms outlined in our fax communication to
you of February 5 and 8, 1999 and have incorporated these changes below. The
following terms will be considered an amendment to the terms and conditions of
your Software Licensing Agreement which relate to these specific areas and this
communication supersedes the previous fax communication to you of February 5 and
8, 1999 referred to above.
Winners Internet Network, Inc. (WINR) has agreed to accept a $ 5,000 U.S. dollar
payment with your application and a separate $5,000 U.S. dollar payment upon
acceptance for a total of $10,000 U.S. dollars. XXXX has agreed to waive the
balance of the $50,000 U.S. dollar fee in exchange for which the following is
understood:
1. WINR will have an exclusive two-year contract with an additional one
year extension at WINR's option to process all of the charge card activity for
all iChargeit Internet Mall ventures except for the xXxxxxxxx.xxx Mall venture
in which the following term sheet involving iChargeit and another of iChargeit's
key partners is already in place. Partner X (iChargeit's key partner is referred
herein as Partner X per advice of iChargeit's legal council until iChargeit has
signed contracts with all parties) will be iChargeit's exclusive electronic
commerce provider. Partner X acknowledges that iChargeit has relationships with
credit card processors outside the United States. Transactions with such
non-United States processors will not conflict with this exclusivity clause.
2. When iChargeit was negotiating with Partner X they realized the
potential that the iChargeit/WINR/CMS joint ventures held and left open all
posibilities for this union to succeed. iChargeit proposes the following:
WINR/CMS shall also be the exclusive credit card processor within the
xXxxxxxxx.xxx Mall for all transactions Involving any currency conversion and
for all transactions in non-U.S. dollars, while the existing relationship
iChargeit has in place at this time will only handle transactions beginning and
ending within the United States made hi U.S. dollars and only
within the xXxxxxxxx.xxx CyberMall. All other credit card transaction processing
except for the above shall be exclusively handled by WINR/CMS.
In return for iChargeit granting WINR/CMS exclusivity for all of
iChargeit's credit card processing (except for the stipulation in item #2)
iChargeit will be WINR's/lCMS's exclusive shopping/e-commerce vehicle. iChargeit
will exclusively use WINR's/CMS's software/credit card processing for the life
of the contract for all e-shopping ventures iChargeit undertakes and iChargeit
will be WINR/CMS's exclusive e-store, e-mall website builder and manger.
iChargeit currently has a division called iChargeit Global
StoresonLine. iChargeit, as a sign of good faith, will build a sign-up system
for CMS to sign up and open debit accounts for all of iChargeit's customers as
part of iChargeit's Global StoresonLine suite of services package. iChargeit
expects no compensation for this added service and is done to aid its key
partners WINR and CMS to gain market share with their products and services.
3. iChargeit's Partner X has agreed to work with iChargeit and WINR to
make sure that all aspects of iChargeit's shopping cart system interfaces
correctly with WINR's processing software. XXXX agrees to work with iChargeit
and Partner X to insure the same result. iChargeit will pay all expenses
involved with their end of the shopping and processing system and XXXX agrees to
do the same for their end of the shopping cart/processing system. XXXX agrees to
handle the necessary expense to be able to link the card approval with the
information prodded by the shopping cart/processing system. It is expected that
this will include WINR being able to interface the data for the shopping card,
bankcard processing, link with the vendor and related information supplied by
information packets. Additionally, XXXX agrees to include iChargeit as an equal
one-third partner in any joint ventures which may arise on relationship with
Partner X.
4. The fee paid is being used to create a separate database for iChargeit/
CMS Mall a/k/a Shopping Downtown. iChargeit will provide the necessary funds and
resources for said Mall. These deposits are not refundable upon a CMS as WINR
will immediately commence resources to coordinate processing.
5. The BankCard offered by CMS is not within the jurisdiction of WINR and
is not a part of this processing contract. However, if and when a card becomes
available it will be incorporated at the sole discretion of the CMS Group and
CyberLink Trust (CT).
6. It is expected there will he joint cooperation between WINR and
regarding press releases, banners, hyperlinks and so on.
7. For the first year, the processing will belong solely to WINR. At the
end of the first year, consideration will be given based upon the business
activity to allow participation of iChargeit in processing revenues. However, it
is agreed that iChargeit will add a flat transaction fee of $0.60 per
transaction. This fee will be paid by the customers/shoppers and will not be
paid by nor imposed against WINR.
8. It is expected that favorable terms and conditions for revenue
production for the CyberLink Group will be afforded with the operation of any
malt with terms at least comparable to those addressed in a preliminary Letter
of Intent to them.
9. It is expected that CT will approve this agreement based upon XXXX's,
inquiry with CT.
Xx. Xxxxx, if you are in full agreement with these amended term as stated above,
please make a copy of this document and sign both below where indicated,
initially all pages accordingly, sending me a faxed copy of one of the originals
via our fax # 000 000 0000 and sending both of the signed originals to me via
return mail. I will, in-turn, sign both originals upon my return to the U.S. and
send you an original for your files. In the interim I will have my office
forward a copy of your faxed signed document so I can sign same and send you a
fax for your files until the originals can be properly executed.
Also, please note that these amended terms as stated above are referred to
within the Software Licensing Agreement making this documentation a part
thereof. Said Software Licensing Agreement is attached hereto for your
signature. Please make a copy of this document and sign on page 2 where
indicated, initialing all pages accordingly, sending me a faxed copy of one of
the originals via our fax # 000 000 0000 and sending both of the signed original
Agreements to me via return mail. I will, in-turn, sign both originals upon my
return to the U.S. and send you an original for your files. In the interim I
will have my office forward a copy of your faxed signed document so I can sign
same and send you a fax for your files until the originals can be properly
executed.
Xx. Xxxxx, we welcome you to the WINR team and we are excited about the joint
opportunity we share!
Agreed to by; _________________________
Xxxxx Xxxxx, iChargeit
Agreed to by; /s/ Xxxxx X. Xxxxxxx, Xx.
___________________________
Xxxxx X. Xxxxxxx, Xx.
Winners Internet Network, Inc.
Date: February 11. 1999
