EXHIBIT 10.30
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AGREEMENT BY AND BETWEEN VALUEFLASH.COM, INC.,
CDKNET, LLC AND ARCADIA MARKETING, INC.
I. PURPOSE OF AGREEMENT: ValueFlash.com, Inc., ("V-Flash"), CDKnet, LLC.
("CDK"), and Arcadia Marketing, Inc. ("AMI") (collectively "the Parties") hereby
wish to enter into this Agreement. The purpose of this Agreement is to define
the parameters by which AMI will market, and/or sell, V-Flash and CDK
technologies, products, and/or services to specified clients as defined within
this Agreement. This Agreement also defines how all transactions with said
clients will be managed and how any and all compensation will be paid from
V-Flash and CDK to AMI.
II. DEFINITIONS:
A) V-FLASH STOCK OPTIONS: Options to acquire Common Stock, or its
equivalent, in V-Flash or its successors and/or assigns. V-Flash shall
allocate 500,000 Stock Options to AMI, or assigns, for purposes of this
Agreement. A portion of said Options are assigned to AMI Client Track
Marketing Partners, Inc. as defined in "Attachment B" of this Agreement. A
portion of said Options are assigned to AMI Client JMC Investments, LLC,
as defined in "Attachment C" of this Agreement.
B) CDK STOCK OPTIONS: Options to acquire Common Stock or its equivalent,
in CDKnet.com, Inc. or its successors and/or assigns. CDK shall allocate
500,000 Stock Options to AMI, or assigns, for purposes of this Agreement.
A portion of said Options are assigned to AMI Client Track Marketing
Partners, Inc. as defined in "Attachment B" of this Agreement. A portion
of said Options are assigned to AMI client JMC Investments, LLC, as
defined in "Attachment C" of this Agreement.
C) CASH BONUSES FOR V-FLASH CLIENT AGREEMENTS: Cash Payments to AMI paid
within 10 business days of receipt of invoice from AMI following the
activation of any AMI/V-Flash Clients' V-Flash module.
D) V-FLASH RESIDUALS: Percentage of V-Flash Gross Revenues from ongoing
V-Flash Operations of AMI Clients.
E) 5% FEE FROM INVESTMENT: Fee (as hereinafter defined in paragraph V
below) paid to AMI upon collection of Investments, directly or indirectly,
into V-Flash or CDK by Parties identified or introduced to V-Flash or CDK
by AMI or AMI Clients.
F) V-FLASH: Value Flash.com, Inc. and all successors, assigns and/or
affiliates.
G) CDK: CDKNET.com, Inc., CDKnet, LLC and all successors, assigns and/or
affiliates.
H) AMI CLIENTS: AMI Clients include corporations, individuals and/or any
other entity listed on "Attachment A" of this Agreement. In addition, AMI
shall submit addenda to this Agreement which identify additional AMI
Clients. Said addenda
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will require signed approval by V-Flash, CDK, and AMI, and shall become
fully incorporated into this Agreement as if same had been attached
initially hereto.
I) AMI/V-FLASH CLIENT(S): Any AMI Client that becomes a user of V-Flash
technology, products and/or services. Any Track Marketing Partners, Inc.
Client and/or JMC Investments, LLC. Client that becomes a V-Flash Client.
J) TRACK MARKETING PARTNERS, INC. AGREEMENT: An agreement between AMI
Client Track Marketing Partners, Inc., AMI, V-Flash, and CDK is attached
to this Agreement.
K) "ATTACHMENT B": Attachment B defines specific AMI compensation related
to Track Marketing Partners, Inc. Client activity. It is further
understood that any compensation payable to Track Marketing Partners, Inc.
by V-Flash and CDK is derived from the pool of AMI compensation as
described in this Agreement, except for the change in CDK Compensation
pursuant to Section IV(a1.) of this Agreement.
L) JMC INVESTMENTS, LLC AGREEMENT: An Agreement between AMI Client JMC
Investments, LLC, AMI, V-Flash and CDK is attached to this Agreement.
M) "ATTACHMENT C": "Attachment C" defines specific AMI compensation
related to JMC Investments, LLC Client activity. It is further understood
that any compensation payable to JMC Investments, LLC. by V-Flash and CDK
is derived from the pool of AMI compensation as described in this
Agreement, except for the change in CDK Compensation pursuant to Section
IV(a1.) of this Agreement.
III. V-FLASH COMPENSATION
III(A.) AMI/V-FLASH CLIENT FEE: AMI's compensation is set forth below for
each AMI/V-Flash Client. Each AMI/V-Flash Client will sign the standard
V-Flash "Client Letter of Agreement" (sample attached) or other agreement
which shall be provided by V-Flash or by the AMI Client (and acceptable to
V-Flash):
III(A1.) V-FLASH STOCK OPTIONS: 145,000 V-Flash Stock Options from AMI's
allocation of 500,000 V-Flash Stock Options shall be available for
issuance to AMI as compensation for AMI/V-Flash Client Fee as follows:
First 2 AMI/V-Flash Clients: 12,500 Options to AMI per Client
All AMI/V-Flash Clients thereafter: 5,000 Options to AMI per Client
III(A2.) CASH BONUS FOR V-FLASH CLIENT AGREEMENTS:
Each AMI/V-Flash Client: $5,000 per Client
Said AMI Cash Bonus to be recouped by V-Flash from said AMI/V-Flash
Client's V-Flash Residuals. Such amounts to be recouped by V-Flash from
said AMI/V-Flash Client's "V-Flash Residuals" are not refundable by AMI to
V-Flash.
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AMI Cash Bonus will be paid to AMI within 10 business days of receipt of
invoice from AMI following the activation of the Clients' V-Flash module.
III(B.) PERCENTAGE OF REVENUE FROM ONGOING V-FLASH OPERATIONS OF
AMI/V-FLASH CLIENTS ("V-FLASH RESIDUALS"). AMI shall receive a percentage,
herein identified as V-Flash Residuals, of all collected V-Flash Gross
Revenues generated by each AMI/V-Flash Client. When calculating AMI's
V-Flash Residuals as defined below, the "Year 1" period shall commence
upon the initial receipt of revenues by V-Flash from the respective AMI
Client's V-Flash operations:
AMI V-Flash Residuals Schedule
------------------------------
Year 1: 10%
Year 2: 8%
Year 3: 6%
Year 4 and thereafer: 5%
III(B1.) V-FLASH REVENUE: At present, V-Flash revenue is anticipated to be
comprised of: (1.) Monthly Client "Per User" Fees, and/or (2.) Percentages
of Advertising Revenue, and/or (3.) Percentage of Client and/or Other
Commerce Revenues. This list shall not be deemed exhaustive and AMI's
V-Flash Residuals will apply to all V-Flash revenue generated by
AMI/V-Flash Clients without regard to the composition of such revenue.
III(B2.) REPORTING V-FLASH RESIDUALS TO AMI: AMI shall receive a complete
accounting from V-Flash of all gross revenues generated by each
AMI/V-Flash Client. In addition, AMI shall receive a complete accounting
from V-Flash of all AMI/V-Flash Client activity, but not limited to,
copies of all reports provided by V-Flash to Client. Any report or
accounting identified within this paragraph shall be sent by V-Flash to
AMI on a monthly basis. Additionally, V-Flash agrees to provide to AMI
copies of all contracts and agreements, purchase orders, and/or all
invoices and any modification thereto and amendments thereof with regard
to Client's V-Flash usage and operation promptly upon receipt of same. AMI
shall provide copies of all relevant correspondence and documentation to
V-Flash. AMI shall also have the right to audit records of V-Flash with
regard to AMI Client's V-Flash usage and revenue generated via Client's
V-Flash Operations. Any audit shall be performed once per quarter upon
notice, and during regular business hours.
III(B3.) V-FLASH RESIDUALS PAYMENT TERMS: V-Flash shall pay to AMI the
V-Flash Residuals due to AMI from each AMI/V-Flash Client's V-Flash
operations, on a monthly basis within 10 business days following the end
of each calendar month. For example, all V-Flash Residuals earned by AMI
during the month of January would be paid to AMI within the first 10
business days of February.
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III(C.) V-FLASH STOCK OPTIONS BASED ON V-FLASH REVENUES: AMI shall recive
V-Flash Stock Options when V-Flash Revenues are generated by AMI Clients.
A total of 150,000 V-Flash Stock Options shall be available for issuance
to AMI based on V-Flash Revenues. Said Stock Options based on V-Flash
Revenues shall be issued on a pro-rata basis as V-Flash Revenues are
generated, using the ratio of 1 V-Flash Stock Option for every $20 of
V-Flash Revenues. Stock Options shall be issued and delivered on a
quarterly basis.
FOR EXAMPLE: AMI Clients generate $1,000,000 of V-Flash Gross Revenues,
therefore AMI would receive 50,000 V-Flash Stock Options.
III(D.) V-FLASH STOCK OPTION PRICING: AMI's V-Flash Stock Options shall be
exercisable for 5 years and shall have an exercise price of $2.00 per
share.
III(E.) 10% CASH BONUS: AMI shall receive an additional 10% of all earned
V-Flash Revenues, generated by AMI Clients which in the aggregate are in
excess of $5,000,000 in the first two years of this Agreement. V-Flash
shall pay AMI said 10% Cash Bonus within 10 business days following the
end of each calendar month in which said Cash Bonus has been achieved and
collected. AMI's cash bonus compensation, when based on the aggregate
performance of a combination of Track and JMC clients, shall be structured
in a manner to be addressed in an addendum to be submitted within ten (10)
business days of the date of this Agreement.
IV. CDK COMPENSATION
IV(A.) PAYMENT FOR CDK PRODUCT/PERCENTAGE AND DISTRIBUTION OF CLIENT
REVENUES
IV(A1.) CDK PAYMENT TERMS
The following represents the percentage of Net Revenue to be allocated to
the Parties from any AMI Client purchase of CDK technology. Net Revenue is
hereinafter defines as total Gross Revenues paid for CDK CD Units and/or
CDK technology, less the actual cost of manufacturing the CD's at a third
party CD replication facility. CD Manufacturing costs shall consist of out
of pocket replicating, packaging, and shipping and handling costs. CDK
shall provide AMI, in a timely fashion, with copies of all documentation
related to the purchase of services from said third party CD replication
facility which will verify total manufacturing costs. Any discounts or
commissions received by and/or paid to CDK by said third party CD
replication facility shall be considered part of Net Revenue and shall be
included in calculating final Net Revenue. Should CDK not utilize a third
party replication facility, and CD's are replicated by CDK, manufacturing
costs shall consist of any direct costs, including but not limited to
costs of physical CDs, packaging, and shipping and handling costs. CDK
shall provide AMI, in a timely fashion, with copies of all documentation
which will verify CDK's total manufacturing costs as defined. The
following identifies the corresponding allocations of said Net Revenue to
the Parties:
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Percentage of CDK Net Revenue Allocated to CDK and AMI (No V-Flash Used)
------------------------------------------------------------------------
AMI: 40% of Net Revenue
CDK: 60% of Net Revenue
Should any AMI Client that purchases technology, also use V-Flash
technology, the above allocation of Net Revenue shall be adjusted as
follows:
AMI: 45% of Net Revenue
CDK: 55% of Net Revenue
IV(A2.) CLIENT PAYMENT TERMS
The Parties agree that Clients will be presented with the following
standard payment terms for purchase of any CDK technology and/or services.
Said payment terms may be adjusted for specific Clients, per the mutual
consent of the Parties.
One-third of Total Product Cost, identified as Initial Client Payment,
will be due from Client to CDK upon delivery of Client Purchase Order.
One Third of Total Product Cost identified as second Client Payment, will
be due from Client to CDK upon delivery to Client of Final CDK Product
Proof.
One-third of the Total Product Cost, plus any applicable shipping charges,
identified as Final Client Payment, will be due from Client to CDKnet upon
delivery of CDKnet technology and/or product to Client.
IV(A3.) CDK PAYMENT TERMS TO AMI
CDK shall pay AMI, AMI's percentage of Net Revenue from each of the above
referenced Client Payments within 10 business days of collection of each
said Client Payments to CDK. Additionally, CDK agrees to provide to AMI
copies of all contracts and agreements, purchase orders, and/or all
invoices and any modification thereto and amendments thereof with regard
to Client's CDK usage and operation promptly upon receipt of same. AMI
shall provide copies of all relevant correspondence and documentation to
CDK. AMI shall also have the right to audit the records of CDK with regard
to AMI Client's CDK usage and revenue generated via Client's CDK
purchases. Any audit shall be performed once per quarter, upon notice, and
during regular business hours.
IV(B.) CDK STOCK OPTIONS: (for purposes of this paragraph in connection
with issuance of Stock or Options, "CDK" shall mean "CDKnet.com, Inc.) CDK
shall allocate 250,000 Stock Options of CDK common stock, or its
equivalent, to AMI that will be issued as follows:
CDK will allocate to AMI 250,000 CDK Stock Options to purchase CDK common
stock with an exercise price of $1.69 per share. The CDK Stock Options
will be
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exercisable for 5 years and fully exercisable upon issuance to AMI. The
CDK Stock Options will be made available to AMI for 24 months from the
signing of the Agreement under the following terms:
IV(B1.) CDK will issue AMI 50,000 of the CDL Stock Options upon the
signing of this Agreement with a balance of 200,000 CDK Stock Options
available for issuance to AMI in the next 24 months as follows:
IV(B2.) CDK agrees to issue AMI 10,000 CDK Stock Options per every
$1,000,000 of CDK Gross Revenue generated from AMI's efforts and/or
associated with AMI Clients. Said Options that are based on Gross Revenues
will be issued to AMI on a pro-rata basis as revenues are realized by CDK
using the ratio of 1 Option for every $100 of Gross Revenues. Stock
Options are to be issued and delivered on a quarterly basis.
EXAMPLE 1: AMI's efforts and/or AMI Clients generate $1,100,000 of Gross
Revenues to CDK. As a result, CDK issues 11,000 Options to AMI.
IV(B3.) CDK agrees to issue AMI 10,000 CDK Stock Options for every
1,000,000 CD units produced, that contain CDK technology, in which AMI
and/or AMI's Clients efforts cause to be produced , and in which a per
unit fee is charged by CDK. Said Options that are based on units that are
based on units produced will be issued to AMI on a pro-rata basis using
the ration of __ Option per every 100 units produced.
EXAMPLE 2: AMI's efforts cause 1,250,000 CD units to be produced that
contain CDK technology, and in which CDK has charged a per unit fee for
said CD units. As a result CDKnet issues 12,5000 Options to AMI.
IV(B4.) Terms (b2.) and (b3.) may occur concurrently, in which CDK will
issue CDK Stock Options to AMI based on both Gross Revenues and total
number of CD units produced, as in the following Example 3:
EXAMPLE 3: AMI's efforts cause 1,250,000 units to be produced that contain
CDK technology, and which generates $1,100,000 of Gross Revenues to CDK.
As a result, CDKnet issues 23,500 Options to AMI.
IV(B5.) CDK agrees to issue 1,000 CDK Stock Options to AMI in which AMI's
efforts and/or AMI Clients cause CDK technology to be used, and no "per
unit fee" has been charged by CDK.
EXAMPLE 4: AMI's efforts result in client request for CDK CD-R master to
be produced by CDK, for which CDK charges said client a flat fee. As a
result, CDK issues 1,000 Options to AMI.
V. AMI COMPENSATION FOR IDENTIFYING V-FLASH OR CDK INVESTORS: AMI shall
receive 5% of the total Investment into V-Flash or CDK by individuals,
corporations, or other entities identified or introduced by AMI to V-Flash
or CDK. If such Investment is other than cash, then the value of such an
Investment for purposes of this subparagraph shall be equivalent to the
actual or implied valuation of the securities or other considerations
received by V-Flash or CDK
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from such an Investor at the time said consideration and/or securities are
received.
V-Flash or CDK shall pay to AMI the 5% Fee upon the collection by V-Flash
or CDK of an Investment by the Investing Party. If Investment is a cash
Investment, AMI may elect to receive said compensation from CDK or V-Flash
in the form of cash or Stock Options, or a combination thereof. If
Investment is other than cash, compensation to AMI shall be in the form of
said Investment. Stock Options in either V-Flash or CDK shall have an
exercise price as described herein, and will be additional to AMI's total
allocation of V-Flash and CDK Stock Options as described herein. V-Flash
or CDK shall pay to AMI the 5% Fee within 10 business days of collection
of any Investment. V-Flash and CDK are not obligated to accept any
Investment introduced by AMI.
VI. EXPENSE REIMBURSEMENT: V-Flash or CDK will reimburse AMI for reasonable
expenses incurred by AMI pursuant to AMI's engagement as described herein
to market V-Flash and CDK. Said expenses shall not exceed $1,500 per
month, unless approved in advance by V-Flash or CDL. Expenses are to be
actual, out-of-pocket, third party expenses. Reimbursement shall take
place within 10 business days of presentment by AMI of supporting
documentation.
VII. PRODUCT UPDATE/NEW PRODUCT/PRODUCT NAME ALTERATION: V-Flash and CDK agree
to inform AMI of the following as promptly as practicable: Updates or
advancements of existing V-Flash or CDK technology, products, and
services; New V-Flash or CDK technology, product(s), and services;
Alterations and/or changes to the name or identity of existing V-Flash or
CDK technology, products, and services.
VIII. TERM AND CONTINUING PROVISIONS: This Agreement shall have a term of
24-months, at which time the Parties agree to discuss future agreements
between the Parties. However, this 24-month term is inapplicable as to any
provision of this Agreement that by its terms extends beyond the 24-month
period. This includes, but is not limited to, AMI's compensation terms as
it relates to V-Flash Residuals, indemnification provisions, and AMI
Client exclusivity as described herein. It is understood by the Parties
that 24-month term will in no way alter, impact or effect the ongoing
provisions of this Agreement, which shall survive the expiration of said
24-month agreement. It is agreed that any AMI compensation shall be due
and payable to AMI by V-Flash and CDK on an ongoing basis as described
herein. It is understood by the Parties that AMI compensation described in
this paragraph does not include Stock Options, and/or cash bonuses.
IX. TRANSFER OF RIGHTS/CHANGE OF OWNERSHIP: This Agreement shall survive any
transfer of ownership of V-Flash or CDK by means of acquisition, transfer
of shares, or merger by any third party. V-Flash and CDK will inform said
third party of existence of this Agreement and inform AMI of any potential
conflicts of interest issues related to said transfer of V-Flash and /or
CDK ownership.
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X. V-FLASH/CDK NOT OBLIGATED TO ACCEPT CLIENT: It is understood by the
Parties that nothing herein shall obligate V-Flash or CDK to transact any
business with any client introduced by AMI.
XI. WARRANTS AND REPRESENTATIONS:
XI(A.) INDEMNIFICATION: CDK and V-Flash will hold AMI harmless and will
fully indemnify AMI for any and all liabilities, costs, damages and legal
costs, including reasonable attorney's fees, as they are incurred, which
may be incurred by V-Flash, CDK, or AMI pursuant to AMI's activities as
described herein regarding V-Flash and/or CDK. AMI assumes no
responsibility for the performance of V-Flash or CDK technology, product,
and/or service. AMI shall not be liable for any damages caused by the use
of V-Flash or CDK technology, product and/or service, by any AMI Client or
any other third party.
XI(B.) PARTNERSHIP/JOINT VENTURE: Nothing contained herein shall be
construed as constituting a partnership or joint venture between any of
the Parties.
XI(C.) TRADEMARKS: It is understood that AMI has no rights to the
trademark(s), copyrights, or patents of V-Flash, or CDK, and that no
transfer of any rights to said trademarks, copyrights, or patents is made
herein.
XI(D.) INTERPRETATION/MODIFICATION: This Agreement shall be governed by
and construed in accordance with the laws of the State of New Jersey
regardless of the place of physical execution. Additionally, this
Agreement may not be changed or modified except by an instrument in
writing signed by the parties hereto.
XI(E.) REPRESENTATION AS TO ABILITY TO ENTER AGREEMENT:
V-Flash and CDK hereby warrant and represent that V-Flash and CDK are
under no disability, restriction or prohibition, whether contracted or
otherwise, with regard to V-Flash's and CDK's right to enter into this
Agreement and to perform each and every term and provision hereof.
AMI hereby warrants and represents that AMI is under no disability,
restriction or prohibition, whether contracted or otherwise, with regard
to AMI's right to enter into this Agreement and to perform each and every
term and provision hereof.
XI(F.) REPRESENTATION AS TO STOCK OPTIONS: Any Stock Options issued to AMI
pursuant to this Agreement will contain standard representations and
warranties by the company issuing the Options and customary shareholder
protections and anti-dilution protections to adjust for events including,
but not limited to, such things as stock splits, stock dividends and
reclassifications not including the announced dividend in connection with
ValueFlash; all other rights, including registration rights, and favored
nations rights, shall be determined in a separate writing to be entered
into by the parties within 10 business days of the date hereof. Said
Options shall vest as defined herein and V-Flash and CDK
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shall provide physical documentation relating to said Options to AMI on a
quarterly basis, unless otherwise notified by AMI.
XI(G.) This Agreement and any exhibits attached hereto comprise the entire
Agreement between the Parties and shall supercede and take place of any
other agreements between the Parties.
XI(H.) Agreement Binds Successors. This Agreement shall be binding and
insure to the benefit of the Parties, their successors and assigns.
XI(I.) Notices - Any notice provided under this Agreement shall be in
writing. All notices shall be by either overnight mail, certified mail,
telefax, e-mail or personal delivery. The certified mail shall be
effective within three business days of sending. The overnight mail,
telefax and e-mail shall be effective within two business days of sending.
Personal delivery will be effective upon delivery. Notices to the Parties
shall be addressed as follows:
Michael Adubato
Arcadia Marketing, Inc.
476 South Avenue East
Cranford, NJ 07016
908-653-1550 Phone
908-653-1450 Fax
[email protected] E-mail
-----------------------------
Michael Jolly with a copy to: Steven A. Horowitz, Esq.
CDKnet, LLC 400 Garden City Plaza
250 West 57th Street Suite 202
Suite 1101 Garden City, NY 11530
New York, NY 10019 (516) 873-2000 phone
212-547-6070 phone (516) 873-2010 fax
212-265-3878 fax [email protected] E-mail
[email protected] E-mail --------------------
------------------
Michael Jolly with a copy to: Steven A. Horowitz, Esq.
ValueFlash.com, Inc. 400 Garden City Plaza
250 West 57th Street Suite 202
Suite 1101 Garden City, NY 11530
New York, NY 10019 (516) 873-2000 phone
212-547-6070 phone (516) 873-2010 fax
212-265-3878 fax [email protected] E-mail
[email protected] E-mail --------------------
------------------
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XI(j.) Modification; Waiver - Any modification or waiver of terms
contained in this Agreement shall not operate or be construed so as to
permit any subsequent modification or waiver of any such terms.
NOW, THEREFORE, if you agree with the foregoing, please sign where indicated
below thereby causing this Agreement to be fully executed on the date indicated:
Agreed and accepted:
ValueFlash.com, Inc.
By: ___________________________ Title: ______________________
(Signature)
_______________________________ Date: _______________________
(Print or type name)
CDKnet, LLC
By: __________________________ Title: ______________________
(Signature)
_______________________________ Date: _______________________
(Print or type name)
Arcadia Marketing, Inc.
By: ___________________________ Title: ______________________
(Signature)
_______________________________ Date: _______________________
(Print or type name)
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Attachment A - AMI Client List
------------------------------
Attachment A is intended to be attached to and supplement the terms of the
Agreement between AMI, V-Flash and CDK. The Agreement and any subsequent addenda
thereto, shall be referred o as "Agreement". This Attachment shall be referred
to as "AMI Client List".
AMI will communicate with a specified list of individuals, corporations, and
other entities as listed on this AMI Client List of this Agreement. In addition
to this AMI Client List, AMI shall submit additional names of individuals,
corporations and other entities to V-Flash and CDK as addenda to the Agreement
on an ongoing basis. Said Addenda shall become a binding part to the Agreement
upon the mutual written agreement of AMI, V-Flash and CDK.
It is understood by the Parties that this AMI Client List is exclusive to AMI.
Furthermore, should any dispute arise regarding the exclusive right of AMI to
represent V-Flash or CDK technologies or services to this AMI Client List, by
any third party, or by any individual or corporate officer of V-Flash or CDK,
this Agreement will take precedence and will control in any such dispute and the
Parties shall adhere to all terms and conditions of this Agreement.
Additionally, should any individual or corporate officer from any entity
included on AMI Client List contact V-Flash or CDK directly, V-Flash or CDK
agree to promptly notify AMI of said contact.
V-Flash and/or CDK, upon notification to AMAI, may choose to pay additional
compensation to a third party who claims to represent a Client included on AMI
Client List, but in no way shall AMI forfeit their right to any compensation as
a result of any Client usage of V-Flash or CDK technology, as defined within the
Agreement. Any payment by V-Flash or CDK to such third party shall not reduce
the amount of AMI compensation, or, the definition of the term "gross" or "net",
as defined herein.
Initial Client Contact - AMI shall request, in writing, initial approval of a
proposed client from CDK and/or V-Flash, said approval shall be given by CDK
and/or V-Flash within five business days of said written request. Within ten
business days of receipt of written approval, AMI aggress to provide V-Flash
and/or CDK with evidence of a scheduled meeting date with any AMI Client, to
take place within sixty days of such approval, concurrent with AMI Client being
added to AMI Client List. This section shall apply only to those AMI Clients
listed below in Section 1.
Terms of Exclusivity - Upon Client being added to AMI Client List, Client shall
remain exclusive to AMI under the terms of this Agreement for a 3-month period.
Should Client maintain a substantive dialogue with AMI, V-Flash or CDK
concerning the use of V-Flash or CDK technology and/or services, said 3-month
exclusive period shall be extended for an additional 3-month period. Said
3-month extended period shall be repeated for additional 3-month periods upon
the approval of V-Flash and CDK, and
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while substantive dialogue is ongoing with said AMI Client. Said approval shall
not be unreasonably withheld. Should Client become an AMI/V-Flash Client as
defined herein, or Purchase CDK technology, products or services within said
exclusive period, said Client shall remain exclusive to AMI concurrent with the
duration of said Clients usage of any V-Flash or CDK technology or service and
for a period of 12 months after the date said Client (a) concludes all usage of
all V-Flash and CDK technology or service or (b) makes final payment for V-Flash
or CDK technology. This section applies only to those AMI Clients listed below
in Sections 1 and 2.
Section 1
---------
Major League Baseball
YankeeNets, LLC and all affiliated companies and subsidiaries
Blockbuster Inc.
Follett Corporation
Premier Parks Corporation
ESPN Internet Ventures
National Hockey League
National Football League
National Basketball Association
Artemis Records and all subsidiaries and affiliated companies, including
ArtistEnt.com Sheridan Square Entertainment. All clients introduced to V-Flash
or CDK by C&P Capital, Michael Chambers and/or Patrick Panzarella
Infinite Management Group / Tamara Walker / TamaraWalker.com
Kmart Corporation
Prudential Insurance Company of America and subsidiaries
AVIS
Wizard Entertainment Group
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New York Giants
Tyrand, Inc.
Acco, Inc.
Newark Bears
Athletenow.com
Jayson Williams (NJ Nets)
SFM Media / Robert Frank
Media Planning
Havas Advertising
Section 2
---------
It is understood by the Parties that the Terms of Exclusivity as described above
shall extend to those clients of the following agencies and/or individuals who
are first introduced to V-Flash and/or CDK through either the client-agency,
individual, or AMI. The Parties agree that the term "introduced" shall mean a
meeting and/or presentation which V-Flash and/or CDK attend, or their designee
attends, with said clients of the following agencies and/or individuals.
The clients of Young & Rubicam ("Y&R") its subsidiaries and affiliated
companies.
The clients of Y&R subsidiary Impiric (formerly Wunderman, Cato, Johnson).
All clients identified by any Y&R/V-Flash Joint Venture company.
All clients introduced to V-Flash or CDK by Y&R and its subsidiaries and
affiliated companies.
All clients introduced to V-Flash or CDK by JMC Industries or John Capozzi
All clients introduced to V-Flash or CDK by GSC Marketing, LLC or Gerard
Calabrese
All clients introduced to V-Flash or CDK by Track Marketing Partners,
Inc., Track Entertainment, Stephen Dessau or Lee Heiman
All clients introduced to V-Flash or CDK by Rick Celone
All clients introduced to V-Flash or CDK by Scully Brothers, or John
Scully
All clients introduced to V-Flash or CDK by Richard Adubato
Page 3 of 4
<PAGE>
Section 3
---------
AMI Clients Not Bound to Time Period: Said 3-month exclusive period and Initial
Client Contract as described herein, does not apply to the following AMI Clients
from this AMI Client List. Said AMI Clients shall be exclusive to AMI without
regard to when said Clients become AMI/V-Flash Clients as described herein, or
when said Clients Purchase CDK technology.
Young and Rubicam, Inc. (Y&R) and all affiliated companies and
subsidiaries
JMC Industries and John Capozzi
Track Marketing Partners, Inc. and Lee Heiman, Stephen Dessau
GSC Marketing, LLC and Gerard Calabrese
Allen & Company
McGuggan, LLC and all affiliated companies and subsidiaries
Archard, LLC and Richard Adubato
Scully Brothers
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<PAGE>
Attachment B
------------
This Attachment B defines how V-Flash and CDK compensation is allocated to AMI
when said compensation is related to Track Marketing Client activities. The
Parties to this Agreement acknowledge the existence of an agreement between
V-Flash, CDK, Track, and AMI ("the Track Agreement"). Track's V-Flash and CDK
compensation is defined in the Track Agreement.
It is understood by the Parties of This Agreement, that Track Marketing is an
AMI Client, and that Track will sell and/or market both V-Flash and CDK
technology, products, and services to Track Clients as defined in the Track
Agreement. It is further understood that compensation payable to Track by
V-Flash and CDK is derived from the pool of AMI compensation as described in
this Agreement, except for section IV(a1.)
The following identifies specific sections of this Agreement and sets forth
AMI's compensation from V-Flash and CDK as adjusted when CDK and/or V-Flash
revenues are generated by a Track Client. Unless specifically indicated below,
any and all AMI compensation from V-Flash or CDK as defined in this Agreement
remains in full force and effect. In no way does AMI forfeit or adjust any
V-Flash or CDK compensation, including compensation generated by any Track
Client, unless said adjustment is defined below. Any compensation item not
indicated below is not adjusted and will be paid in full to AMI as described in
this Agreement.
III. V-FLASH COMPENSATION
III(A1.) V-FLASH STOCK OPTIONS:
Each AMI/V-Flash Client: 2,500 Options to AMI per Client
III(B.) PERCENTAGE OF REVENUE FROM ONGOING V-FLASH OPERATIONS OF
AMI/V-FLASH CLIENTS ("V-FLASH RESIDUALS").
AMI V-Flash Residuals Schedule
------------------------------
Year 1: 5%
Year 2: 4%
Year 3: 3%
Year 4 and thereafter: 2.5%
III(C.) V-FLASH STOCK OPTIONS BASED ON V-FLASH REVENUES:
Said Stock Options on V-Flash Revenues shall be issued on a pro-rata basis
as V-Flash Revenues are generated, using the ratio of 1 V-Flash Stock
Option for every $40 of V-Flash Revenues.
III(E.) 10% CASH BONUS: AMI shall receive an additional 5% of all V-Flash
Revenues, generated by AMI Clients which in the aggregate are in excess of
$5,000,000 in the first two years of said Clients' V-Flash usage.
Page 1 of 3
<PAGE>
IV. CDK COMPENSATION
PERCENTAGE OF CDK NET REVENUE ALLOCATED TO CDK AND AMI (NO V-FLASH USED)
------------------------------------------------------------------------
AMI: 20% of Net Revenue
CDKnet: 50% of Net Revenue
Should any AMI Client that purchases a CDK technology, also use V-Flash
technology, the above allocation of Net Revenue shall be adjusted as
follows:
AMI: 1/3 of Net Revenue
CDKnet: 1/3 of Net Revenue
IV(B2.) CDK agrees to issue AMI 5,000 CDK Stock Options per every
$1,000,000 of Gross Revenue generated from AMI's efforts and/or associated
with AMI Clients. Said Options that are based on Gross Revenues will be
issued to AMI on a pro-rata basis as revenues are realized by CDK using
the ratio of 1 Option for every $200 of Gross Revenues.
IV(B3.) CDK agrees to issue AMI 5,000 CDK Stock Options for every
1,000,000 CD units produced, that contain CDK technology, in which AMI
and/or AMI's Clients efforts cause to be produced, and in which a per unit
fee is charged by CDK. Said Options that are based on units produced will
be issued to AMI on a pro rata basis using the ratio of 1 Option for every
200 units produced.
IV(B5.) CDK agrees to issue 500 CDK Stock Options to AMI in which AMI's
efforts and/or AMI Clients cause CDK technology to be used, and no "per
unit fee" has been charged by CDK.
V. AMI COMPENSATION FOR IDENTIFYING V-FLASH OR CDK INVESTORS: AMI shall
receive 2.5% of the Total Investment into V-Flash or CDK by individuals,
corporations, or other entities identified or introduced by Track to
V-Flash or CDK.
NOW, THEREFORE, if you agree with the foregoing, please sign where indicated
below thereby causing this Attachment B to be a binding part of this Agreement
and fully executed on the date indicated:
Agreed and accepted:
ValueFlash.com, Inc.
By: ____________________________ Title: _____________________
________________________________ Date: ______________________
(Print or type name)
Page 2 of 3
<PAGE>
CDKnet, LLC
By: ____________________________ Title: _____________________
________________________________ Date: ______________________
(Print or type name)
Arcadia Marketing, Inc.
By: ____________________________ Title: _____________________
________________________________ Date: ______________________
(Print or type name)
Page 3 of 3
<PAGE>
Attachment C
------------
This Attachment C defines how V-Flash and CDK compensation is allocated to AMI
when said compensation is related to JMC Industries' Client activities. The
Parties to this Agreement acknowledge the existence of an agreement between
V-Flash, CDK, JMC, and AMI ("the JMC Agreement"). JMC's V-Flash and CDK
compensation is defined in the JMC Agreement.
It is understood by the Parties of this Agreement, that JMC Marketing is an AMI
Client, and that JMC will sell and/or market both V-Flash and CDK technology,
products, and services to JMC Clients as defined in the JMC Agreement. It is
further understood that compensation payable to JMC by V-Flash and CDK is
derived from the pool of AMI compensation as described in this Agreement, except
for section IV(a1).
The following identifies specific sections of this Agreement and sets forth
AMI's compensation from V-Flash and CDK as adjusted when CDK and/or V-Flash
revenues are generated by a JMC Client. Unless specifically indicated below, any
and all AMI compensation from V-Flash or CDK as defined in this Agreement
remains in full force and effect. In no way does AMI forfeit or adjust any
V-Flash or CDK compensation, including compensation generated by any JMC Client,
unless said adjustment is defined below. Any compensation item not indicated
below is not adjusted and will be paid in full to AMI as described in this
Agreement.
III. V-FLASH COMPENSATION
III(A1.) V-FLASH STOCK OPTIONS:
Each AMI/V-Flash Client: 2,500 Options to AMI per Client
III(B.) PERCENTAGE OF REVENUE FROM ONGOING V-FLASH OPERATIONS OF
AMI/V-FLASH CLIENTS ("V-FLASH RESIDUALS").
AMI V-Flash Residuals Schedule
------------------------------
Year 1: 5%
Year 2: 4%
Year 3: 3%
Year 4 and thereafter: 2.5%
III(C.) V-FLASH STOCK OPTIONS BASED ON V-FLASH REVENUES:
Said Stock Options based on V-Flash Revenues shall be issued on a pro-rata
basis as V-Flash Revenues are generated, using the ratio of 1 V-Flash
Stock Option for every $40 of V-Flash Revenues.
III(E.) 10% CASH BONUS: AMI shall receive an additional 5% of all V-Flash
Revenues, generated by AMI Clients which in the aggregate are in excess of
$5,000,000 in the first two years of said Clients' V-Flash usage.
Page 1 of 3
<PAGE>
IV. CDK COMPENSATION
Percentage of CDK Net Revenue Allocated to CDK and AMI (No V-Flash Used)
------------------------------------------------------------------------
AMI: 1/3 of Net Revenue
CDKnet: 1/3 of Net Revenue
Should any AMI Client that purchases CDK technology, also use V-Flash
technology, the above allocation of Net Revenue shall the same.
IV(B2.) CDK agrees to issue AMI 5,000 CDK Stock Options per every
$1,000,000 of Gross Revenue generated from AMI's efforts and/or associated
with AMI Clients. Said Options that are based on Gross Revenues will be
issued to AMI on a pro-rate basis as revenues are realized by CDK using
the ratio of 1 Option per every $200 of Gross Revenues.
IV(B3.) CDK agrees to issue AMI 5,000 CDK Stock Options for every
1,000,000 CD units produced, that contain CDK technology, in which AMI
and/or AMI's Clients efforts cause to be produced, and in which a per unit
fee is charged by CDK. Said Options that are based on units produced will
be issued to AMI on a pro-rata basis using the ratio of 1 Option for every
200 units produced.
IV(B6.) CDK agrees to issue 500 CDK Stock Options to AMI in which AMI's
efforts and/or AMI Clients cause CDK technology to be used, and no "per
unit fee" has been charged by CDK.
V. AMI COMPENSATION FOR IDENTIFYING V-FLASH OR CDK INVESTORS: AMI shall
receive 2.5% of the Total Investment into V-Flash or CDK by individuals,
corporations, or other entities identified or introduced by JMC to V-Flash
or CDK.
NOW, THEREFORE, if you agree with the foregoing, please sign where indicated
below thereby causing this Attachment C to be a binding part of this Agreement
and fully executed on the date indicated:
Agreed and accepted:
ValueFlash.com, Inc.
By: ______________________ Title: _____________________
(Signature)
__________________________ Date: ______________________
(Print or type name)
Page 2 of 3
<PAGE>
CDKnet, LLC
By: _____________________ Title: _____________________
(Signature)
__________________________ Date: ______________________
(Print or type name)
Arcadia Marketing, Inc.
By: _____________________ Title: _____________________
(Signature)
__________________________ Date: ______________________
(Print or type name)
Page 3 of 3
