Exhibit 10.4
MEDIA NETWORK SERVICES AGREEMENT
--------------------------------
THIS Media Network Services Agreement ("this Agreement") is entered into
this 18th day of April, 1995 (the "Effective Date"), by and between The Xxxxxx
Group, Inc. a Delaware corporation ("Xxxxxx"), and The Southland Corporation, a
Texas Corporation ("Southland").
RECITALS
WHEREAS, Xxxxxx operates the American Consumer Service Network ("ACSN").
ACSN installs, operates and services video display monitors in high traffic
retail businesses. The monitors provide display information and advertising
messages targeted for consumers of these retail businesses (the "Program"); and
WHEREAS, Capital Cities/ABC, Inc. is the national advertising sales
representative for ACSN; and
WHEREAS, Southland operates corporate-owned 7-Eleven-Registered Trademark-
convenience stores in the United States. In addition, 7-Eleven stores are
operated by Southland's franchisees or licensees; and
WHEREAS, subject to the terms and conditions contained in this Agreement,
Xxxxxx will provide the Program and supporting network to participating 7-Eleven
stores.
NOW, THEREFORE, for and in consideration of the terms and conditions set
forth herein, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:
1. STORES.
1.01 For purposes of this Agreement, the terms "Stores" will mean all of
Southland's corporate-owned and operated 7-Eleven convenience stores or other
retail grocery locations which are or may hereafter be owned and operated by
Southland from time to time in the United States. Stores will not include,
subject to section 1.02 below, any 7-Eleven convenience stores or other retail
grocery stores which are or hereafter may be owned or operated by Southland's
franchisees and licensees.
1.02 In the event that any of the Stores are franchised or licensed,
Xxxxxx acknowledges that Southland's franchises or licensees are independent
contractors who determine the manner and means of operating their own stores
pursuant to the terms of the franchise or license agreement and arrangements
relating thereto. Southland agrees to designate Xxxxxx as a recommended supplier
of the products and services under the Program to franchises or licensees where
Xxxxxx is providing such products and services to the Store, provided Xxxxxx (i)
complies with the terms of this Agreement, and (ii) is not in default under this
Agreement. The term "Stores" will include Southland's franchisees or licensees
that elect to participate under the Program. In such event, all rights, duties
and obligations running from Xxxxxx to Southland hereunder, and from Southland
to Xxxxxx, will also run between Xxxxxx and each such franchisee or license that
elect on their own to participate under the Program; provided that all of
Xxxxxx' dealings with respect to such Stores will be exclusively with Southland
for each franchisee or licensee that elects to participate under the Program.
Southland will use its reasonable best efforts to present the Program to
Southland's franchisees and licensees and to solicit franchise or licensee
participation in the Program.
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
2. HARDWARE.
2.01 Xxxxxx will install, at its sole cost and expense, at each
participating Store the ACSN 27-inch monitor and related hardware and wiring,
including any necessary telephone lines as set forth in Exhibit "A" (the
"Hardware") at each participating Store. The list of corporate-owned Stores
shall be provided by Southland within a reasonable time after the execution of
this Agreement, and shall be attached as Exhibit "B."
2.02 Southland and Xxxxxx will work together to design the various Store
layouts for the Hardware location and installation that is consistent with
Southland's current Restore program and the 7-Eleven Image. Southland will have
final approval, such approval not to be unreasonably withheld, as to the
location and installation of the Hardware at the Store.
2.03 Xxxxxx will install the Hardware at the Stores in accordance with
the Hardware Installation Rollout Schedule attached as Exhibit "C"; provided
that the specific Hardware Installation Rollout Schedule will be the product of
the mutual agreement between Xxxxxx and Southland following Xxxxxx' receipt of
the addresses of both the corporate-owned Stores and the franchised and licensed
Stores that have chosen to participate in the Program. Southland agrees that the
initial installation under the Hardware Installation Rollout Schedule will not
be earlier than ninety (90) days following the date Xxxxxx receives the
addresses. The date of the first installation will be the "Initial Installation
Date." Xxxxxx will be in material breach of this section only if the failure to
materially comply with the Hardware Installation Rollout Schedule is due to the
actions or inactions of Xxxxxx.
2.04 Upon mutual agreement, Xxxxxx will either provide a full time
installation coordinator or pay for a Southland employee (at an agreed upon
cost, not to exceed $100,000) to assist with the Hardware installation.
2.05 Title and ownership of the Hardware will remain with Xxxxxx.
2.06 Xxxxxx will maintain, repair or replace the Hardware, as necessary,
at its sole cost and expense, excluding the cost of electricity. All costs
associated with the required telephone lines, including monthly telephone line
charges, will be borne by Xxxxxx. Xxxxxx will provide to the Stores, at its sole
cost and expense, a toll free 800 number that a Store may use to report a
Hardware problem. Xxxxxx will respond to a maintenance or repair request within
24 hours (weekends and holidays excluded) after receiving such request. Xxxxxx
will be responsible for ensuring that the Hardware is maintained and operable at
all times.
2.07 Southland will be responsible for any Hardware loss or damage that
is not due to the negligence of Xxxxxx, during the time the Hardware is properly
installed at the Store.
2.08 In the event of a Store closure, lease expiration, franchisee
termination or other factor that causes a cessation of a Store operation during
the term of this Agreement, at Southland's request, Xxxxxx will, at its sole
cost and expense and within five (5) business days from Xxxxxx' receipt of a
request under this Section 2.08, remove the Hardware from the Store and return
the Store to its previous condition, normal wear and tear excepted.
2.09 Upon Southland's reasonable request, Xxxxxx will, at its sole cost
and expense and within a reasonable time period, relocate the Hardware to a
different area in the Store to achieve maximum customer exposure.
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
3. SOFTWARE NETWORK.
3.01 Xxxxxx warrants that it will provide and maintain the necessary
network to ensure continuous operation of advertisements, news, weather,
promotions and other information at the Store level.
3.02 Xxxxxx warrants that the programming (news/weather, etc.) and
advertisements will only be broadcast in the designated and proper Store
locations.
3.03 Xxxxxx will repair within 48 hours, any network problem, failure or
malfunction that restricts or hinders the Program from continuously being
broadcast to ten (10) or more Stores for any substantial length of time;
provided that Xxxxxx shall not be deemed to have violated its obligations under
this Section 3.03 if an event giving rise to a network problem, failure or
malfunction described above is an event not within the control of Xxxxxx.
4. PROGRAM CONTENT.
4.01 The Monitor at each Store will continuously broadcast a Program loop
of twenty (20) "slots." Each slot will run for approximately six (6) seconds.
The Program loop will run for approximately two (2) minutes continuously.
4.02 The Program loop will consist of approximately eight (8) program
slots (the "Program Slots") and at least twelve (12) slots that may be sold to
third-party advertisers (the "Ad Slots"). Xxxxxx shall own and retain the
exclusive copyright on all Program Slots and Ad Slots, except to the extent that
such rights with respect to certain Program Slots or Ad Slots are retained by
the advertiser or some other entity through agreement with Xxxxxx.
(a) Program Slots initially will consist of weather, sports scores,
news, promotions, television line-ups, proprietary store
advertisements, lottery information and such other items as may be
developed from time to time. Program Slots will be continuously
updated approximately every four (4) hours as needed, or more
frequently as developed.
(b) Ad Slots will be sold to third party advertisers. Of the eight (8)
Program Slots, Southland will receive _______________* to promote
7-Eleven products, 7-Eleven promotions or other 7-Eleven events, in
Southland's sole discretion ("7-Eleven Slots").
(c) _____________________________________________________*
(d) _____________________________________________________*
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
(e) Xxxxxx will ensure that at least twenty (20) slots are continuously
broadcast. In the event that less than twelve (12) Ad Slots are
sold, Xxxxxx will increase the number of Program Slots to ensure
that twenty (20) different slots are broadcast. Upon the agreement
of the parties, which will not unreasonably be withheld, the total
number of slots may be increased or decreased.
(f) Southland will pay all expenses for delivery of artwork material for
the 7-Eleven Slots ___________*. All commercial announcements must
conform to ACSN commercial standards and operating policies,
including technical quality, as well as Federal Communications
Commission and other government standards. Southland warrants and
represents that it has or will have secured, at its expense, any
necessary performing rights license(s) for material appearing in
commercial announcement(s).
5. PROGRAMMING.
5.01 Xxxxxx will use its best efforts to ensure that the Program Slots
will not damage Southland's trademarks or the 7-Eleven Image. Upon Southland's
request, Xxxxxx will remove within a reasonable time any Program Slots or Ad
Slots objectionable to Southland as damaging to Southland's trademarks or the
7-Eleven image. In addition, Southland and Xxxxxx will cooperate to determine
categories of products and advertisers that Southland has identified as
objectionable and which Xxxxxx has agreed to treat as objectionable under this
Section. Such list of products and advertisers, including guidelines for
advertisers and products, when produced, will be attached as Exhibit D to this
Agreement. Advertisers and or products that fall outside of the agreed upon
guidelines require the prior approval of Southland. Xxxxxx will install a 27
inch ACSN monitor at Southland's corporate offices in Dallas, Texas to allow
Southland to monitor the Program and Ad Slots.
5.02 Upon thirty (30) days prior written notice to Xxxxxx, Southland may
change the ________* 7-Eleven Slots once every thirty (30) days.
6. PROGRAM FEE.
6.01 In accordance with Section 6.02 below, Xxxxxx will pay Southland a
Program Fee equal to a percentage of the "operating revenue" (as defined below)
received by Xxxxxx from the sale of the Ad Slots under the Program. "Operating
revenue" is defined as all revenues earned by Xxxxxx (less bona tide advertising
agency and media buying services commissions), when advertisements are broadcast
by Xxxxxx, in accordance with standard industry practice, from the broadcast of
Ad Slots on monitors installed at the Stores. The Program Fee will be paid to
Southland on a quarterly basis. The Program Fee will be paid to Southland on or
before the thirtieth (30) day following the end of each quarter.
6.02 Xxxxxx' obligation to pay Program Fees shall begin as of the Initial
Installation Date (as defined in Section 2.03). Six (6) months following the
Initial Installation Date shall be the Initial Fee Period. During the Initial
Fee Period, the Program Fee shall be ____*of operating revenue. Thereafter, each
successive twelve (12) month period shall be considered a Fee Year. The Program
Fee during each Fee Year shall be ____* of operating revenue, provided that,
after the Initial Fee Period, the gross amount of Program Fees shall be at least
equal to______________________________________________________________* (the
"Annual Minimum Payment") for each twelve (12) month Fee Year.
6.03 Within thirty (30) days following the end of the first Fee Year, and
annually thereafter within thirty (30) days after the end of each subsequent Fee
Year, the parties will review the Program Fees during the previous Fee Year. In
the event that the Program Fees paid
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
during such Fee Year have not at least equaled the Annual Minimum Payment as set
forth in section 6.02, Xxxxxx will, within thirty (30) days after determination,
pay to Southland an amount equal to the difference between the Program Fees paid
and the Annual Minimum Payment. In the event Xxxxxx fails to pay the Annual
Minimum Payment as provided herein, Southland, as its sole and exclusive remedy,
may terminate this Agreement in accordance with section 97.
6.04 In calculating the Annual Minimum Payment based on the Program Fees,
the Program Fees attributable to a Store shall be prorated based on the time a
Store has installed Hardware and its participating in the Program. For example,
in the case of an installation that is completed during a Fee Year, if the
installation is completed at the end of the third month of a Fee Year, the
amount attributable to such Store in the calculation of the total Annual Minimum
Payment shall be _______*.
6.05 Each month, Xxxxxx will provide Southland with adequate
documentation in a mutually agreed upon form relating to the Program Fee earned
on a Store-by-Store basis so as to allow Southland to credit the Stores for the
Program Fee on a monthly basis.
7. PROGRAM MATERIALS.
7.01 Subject to the parties' approval as to cost, Xxxxxx will pay
Southland for the cost of producing Program Materials and brochures to be used
to solicit store participation under the Program.
8. TAXES.
8.01 Except for federal, state and local income taxes that may be
assessed to Southland as a result of compensation received by Southland under
this Agreement, Xxxxxx will be responsible for all taxes associated with the
Hardware and network installation, operation, maintenance and use of the
Hardware and network, and the programming and advertising broadcasts.
9. TERM AND TERMINATION.
9.01 The term of this Agreement (the "Term") will commence on the
Effective Date and will continue for a period of five (5) years from the earlier
of the first day an Ad Slot is broadcast in any store or January 1, 1996.
9.02 Upon the end of the Term, Southland agrees to negotiate with Xxxxxx
in good faith to extend the Term or renew this Agreement for an additional term
or negotiate a new agreement, which extension, renewal or new agreement the
parties agree will be for at least five (5) years from the end of the Term.
Xxxxxx agrees that Southland is under no obligation to renew or extend this
Agreement. During the period of negotiation (not to exceed ninety (90) days from
the end of the Term), Xxxxxx agrees to operate the network and continue the
Program in accordance with the terms and conditions of this Agreement.
9.03 In addition to and not in lieu of the foregoing, if at any time
Southland desires to enter into negotiations with a provider of services
competitive with Xxxxxx (a "Competitor"), Southland agrees that, prior to
entering into such negotiations, Southland will first negotiate in good faith
with Xxxxxx for the provision of Xxxxxx' services. If, following negotiations
with a Competitor, Southland desires to enter into an agreement with such
Competitors (a "Substitute Agreement"), Southland shall deliver to Xxxxxx
written notice of the terms and conditions of the Substitute Agreement and
Xxxxxx will have a right, exercisable for a period of forty-five (45) days after
Xxxxxx receives notice of the Substitute Agreement, to provide Xxxxxx' services
to Southland on terms substantially equivalent to, and in lieu of, the
Substitute Agreement
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
9.04 Upon thirty (30) days written notice, either party may terminate
this Agreement in the event the other party materially breaches or defaults
under any material term or provision of this Agreement and the defaulting party
fails to cure such breach or default within thirty (30) days of receipt of
written notice of default (the "Cure Period").
9.05 As its sole and exclusive remedy, Southland may terminate this
Agreement in the event the Annual Minimum Payment is not made by Xxxxxx pursuant
to Section 6.03.
10. EFFECT OF EXPIRATION OR TERMINATION.
10.01 In the event this Agreement is terminated effective at the end of
Term and the parties fail to reach an agreement for an additional term, or in
any other event upon termination of this Agreement, Xxxxxx, at its sole cost and
expense, will remove the Hardware from the Stores and restore each Store to its
previous condition, reasonable wear and tear excepted, within ninety (90) days
of such termination.
10.02 Xxxxxx will pay Southland all outstanding Program Fees within thirty
(30) days of termination.
11. STATE OF THE ART TECHNOLOGY.
11.01 During the term of this Agreement, in the event that substantially
enhanced Program technology, compatible with the network, becomes generally
available in the marketplace, Xxxxxx, at its sole cost and expense, will use its
best efforts to incorporate this technology into the Program, provided that such
technology substantially and materially improves the performance of the Program;
12. MONITOR CO-BRANDING.
12.01 Xxxxxx will work with Southland to develop and implement
"co-branding" of the monitor at the Stores between ACSN and 7-Eleven.
13. XXXXXX EXCLUSIVITY.
13.01 During the term of this Agreement and any renewal thereof, Xxxxxx
will be the exclusive provider of video-based information, entertainment and
advertising to the Stores.
14. SOUTHLAND EXCLUSIVITY.
14.01 For a period of one year after the Initial Installation Date,
Southland will be the only convenience store chain in the designated market
areas identified on Exhibit E under the Program.
15. INDEMNITY.
15.01 Xxxxxx will absolutely and irrevocably indemnify, defend (with
counsel satisfactory to Southland) and hold harmless Southland and its
affiliates and its and their respective directors, stockholders, officers,
employees, agents, consultants, representatives, successors, transferees,
assignees and franchisees from and against any and all damages arising from,
relating to or associated with (i) any actions or omissions of Xxxxxx, its
employees, agents or representatives, and/or (ii) Xxxxxx' breach, violation or
default of or failure to comply with any one or more of its obligations under
this Agreement.
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
16. INSURANCE.
16.01 Xxxxxx will keep in force at all times during the term of this
Agreement commercial general liability insurance, written on an occurrence
basis, with both "product" and "contractual" coverage, each with an aggregate
limit of at least $3,000,000 for each occurrence for any loss that may flow
directly or indirectly from the installation, use and maintenance of the
Hardware at the Store. Xxxxxx will furnish Southland with a certificate from a
financially responsible insurance company evidencing that such insurance is in
force, naming Southland as an additional insured and providing that such
coverage may not be terminated, canceled or amended without thirty (30) days'
prior written notice to Southland. Xxxxxx will furnish Southland a copy of this
certificate upon execution of this Agreement.
17. ASSIGNMENT.
17.01 Other than a collateral assignment for security, neither this
Agreement, nor any right, obligation or claim arising out of or in connection
with this Agreement will be assigned to an unrelated or unaffiliated entity by
either party or by operation of law without prior written consent of the other
party.
18. CONFIDENTIALITY.
18.0l Xxxxxx and Southland will, and will use all reasonable efforts to
cause their respective employees, franchisees and licensees to hold in
confidence all Confidential Information, hereinafter defined, and Xxxxxx and
Southland will not, and will use all reasonable efforts to ensure that any
employees, franchisees and licensees having access to the Confidential
Information through them will not, disclose or use the same in connection with
this Agreement. For purposes hereof, "Confidential Information" means this
Agreement, all information of any kind (including, without limitation, sales,
pricing, financial and promotional information) obtained directly or indirectly
from Xxxxxx or Southland, as the case may be, or from any of their respective
employees, agent, accountants, counsel or other representatives, relating to
either Xxxxxx' or Southland's business, except information that:
(a) constitutes readily ascertainable public information,
including, without limitation, any information filed with the Securities
and Exchange Commission;
(b) subsequently becomes public information through no fault of
the party to whom it was revealed;
(c) either party obtains from a third party who they have no
reason to believe is under any obligation of confidentiality; or
(d) either party becomes legally obligated to disclose, provided
that the other party is afforded an opportunity prior to such disclosure to
apply to the court or other appropriate authority for a form of restrictive
order preventing disclosure of any such information.
18.02 Each franchisee and licensee of Southland that agrees to participate
in the Program will agree in writing to the confidentiality obligations
hereunder.
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
19. RELATIONSHIP OF PARTIES.
19.01 The parties to this Agreement will be independent contractors under
this Agreement. It is not the intent of the parties to form any agency,
partnership or joint venture, and it is understood that each party will exercise
full power and authority, except as specifically provided otherwise in this
Agreement, to select the means, method and manner of performing all obligations
to be performed under this Agreement.
19.02 Southland and Xxxxxx represent and warrant to each other, as to
their own acts, that (i) the execution, delivery and performance by Southland
and Xxxxxx under this Agreement will not violate or constitute a default under,
or create a circumstance which with the passage of time will result in a
violation of or default under, any agreement of which Southland or Xxxxxx is a
party or by which any of their respective assets are bound, and (ii) Southland
and Xxxxxx are not party to any agreement that would restrict or inhibit
Southland's or Xxxxxx' ability to perform under this Agreement, or Xxxxxx'
ability to locate, install, service or operate the Hardware or the network
system.
20. GOVERNING LAW.
20.01 THE FORMATION, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT WILL
BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
21. VENUE.
21.01 It is agreed that any disagreement between the parties of this
contract that require resolution through judicial proceedings must be litigated
in Dallas, County, Texas.
22. NOTICE AND DEMANDS.
22.01 Except as otherwise provided under this Agreement, all notices,
demands, or requests which may be given by either party to the other party must
be delivered to the addresses set forth in Section 22.03 in person or deposited,
postage prepaid, in the United States mail via certified mail, return receipt
requested or if personal delivery, facsimile or expedited mail service is
selected as a method of notice under this Section, a receipt reflecting such
delivery must be obtained.
22.02 It is the obligation of each party to give notice to the other party
of any change of address in accordance with the guidelines for notification as
herein defined.
22.03 Pursuant to this Agreement, without change in address as provided
for herein, all notices, demands, or requests submitted in writing will be made
to the following address:
If to Xxxxxx: If to Southland:
The Xxxxxx Group, Inc. The Southland Corporation
Attn: Program Participation Dept. Attn: Vice President,
Cabriole Center Merchandising
0000 X. 00xx Xxxxxx 0000 X. Xxxxxxx Xxxxxx
Xxxx Xxxxxxx, Xxxxxxxxx 00000 Xxxxxx, XX 00000
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
With a copy to: With a copy to:
Xxxxxxx X. Xxxxxxx The Southland Corporation
Colombo & Xxxxxxx Attn: Legal Department
0000 X. Xxxxxxxxx Xx., Xxxxx 000 0000 X. Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000 Xxxxxx, XX 00000
23. BOOKS AND RECORDS/AUDIT RIGHTS.
23.01 Upon reasonable notice, either party may request and the requested
party will comply with a review of its books and records relating to the Program
Fee and performance under this Agreement.
24. ALTERNATIVE DISPUTE RESOLUTION.
24.01 Southland has subscribed to the Center for Public Resources Policy
(the "Policy") on Alternative Dispute Resolution ("ADR"). The parties
acknowledge that, if Xxxxxx is currently a subscriber or becomes a subscriber to
the Policy at any time during the Term, then the parties will adhere to the
statement of principle set forth in the Policy, to wit:
In the event of a business dispute between the parties, the parties are
prepared to explore resolution of the dispute through negotiation or ADR
techniques before pursuing full scale litigation. If either party believes
that the dispute is not suitable for ADR techniques, or if such techniques
do not produce results satisfactory to the disputants, either party may
proceed with litigation.
Xxxxxx' being a subscriber to the Policy is not a prerequisite for the
parties to engage in ADR.
25. NON-EXCLUSIVE REMEDIES.
25.01 Except as provided in this Agreement, the parties' rights and
remedies under this Agreement will be cumulative and non-exclusive of any other
rights or remedies which either party may have by operation of law or otherwise.
26. WAIVER.
26.01 The failure of either party to enforce at any time for any period of
time any of the provisions of this Agreement will not be construed to be a
waiver of such provisions or of the right of such party thereafter to enforce
each such provision.
27. ENTIRE AGREEMENT.
27.01 This Agreement, including all Exhibits, constitutes the entire
Agreement between the parties pertaining to the subject matter contained in it
and supersedes all prior and contemporaneous, written or oral, agreements,
representations and understandings of the parties. The parties acknowledge and
agree that there are no other representations, agreements and understandings
pertaining to the subject matter herein that the parties have relied on in
entering into this Agreement other than those stated in this Agreement. This
Agreement may be amended only by the mutual written agreement of the parties,
signed by an authorized officer or representative of each party, or in the case
of Southland, a Vice President or President, and this Agreement shall not be
deemed to have been amended or any rights waived by any course of dealing or
course of performance between the parties.
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective on the day and year first above written.
Attest: THE XXXXXX GROUP, INC.
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
---------------------------------- --------------------------------
Its: Chairman
-------------------------------
Attest: THE SOUTHLAND CORPORATION
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
---------------------------------- --------------------------------
Assistant Secretary President
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
EXHIBIT A
---------
Hardware Description
* This information has been filed separately with the Securities and Exchange
Commission for Confidential Treatment.
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
EXHIBIT B
---------
Southland Corporate-Owned Stores
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
EXHIBIT C
---------
Initial Hardware Installation Roll-Out Schedule
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
EXHIBIT D
---------
Advertiser/Product Guidelines
(to be attached)
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
EXHIBIT E
---------
Areas of Exclusivity
Los Angeles Phoenix
Chicago San Diego
San Francisco Portland
Seattle Milwaukee
Sacramento Salt Lake City
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
Advertising Category Restrictions
---------------------------------
Condoms
Alcohol (Beer not restricted)
Fire Arms and Ammunition
Fast Food Outlets
Gas Companies
Telephone Long Distance Service
ATM
Competitor Convenience Store Chains
* Denotes the information has been filed separately with the Securities and
Exchange Commission for Confidential Treatment
