EXHIBIT 10.1
[GRAPHIC OMITTED]
BGS (Southwest Florida), Inc.
0000 Xxxxx Xxxxxx Xxx
Xxxxxx, Xxxxxxx 00000
Dear Mr. Xxxxx:
This letter confirms our understanding regarding the management
services that BGS (Soutwest Florida) Inc. ("BGS") has agreed to provide to
xxXXxxx.xxx, inc. ("whOOdoo"). BGS agrees to manage the operations of whOOdoo
and WhOOdoo agrees to pay to BGS $49,200 per month (the "Base Fee") for a term
of 12 months. The Base Fee shall be adjusted to include an additional fee (the
"Acievement Bonus") based upon the number of impressions to the xxXXxxx.xxx
websites in any calendar month ("Impressions Per Month"). Once an Impressions
Per Month threshold is achieved, the Achievement Bonus shall be added to the
Base Fee whether or not that same threshold is again achieved in any following
month. In order to receive an additional Achievement Bonus, the next higher
Impressions Per Month threshold must be achieved. The Achievement Bonus is
calculated as follows:
IMPRESSIONS PER MONTH ACHIEVEMENT BONUS
Between 1,000,000 and 1,999,999 $4,200
Between 2,000,000 and 2,999,999 an additional $3,806
Between 3,000,000 and 3,999,999 an additional $2,562
Between 4,000,000 and above an additional $2,230
This letter agreement represents to complete and total understanding
between the parties. Any other contracts or understandings whether express,
implies, written or oral are hereby superceded and merged into this agreement.
Please confirm your agreement to the above terms by signing in the
place indicated below.
Respectfully,
Xxxxx Xxxxx, Vice President
August __, 1999 BGS (Southwest Florida) Inc.
By:
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Xxxxx Xxxxx, President
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