EXHIBIT 10.3
AGREEMENT BY AND AMONG THE REGISTRANT,
XXXX XXXXXXXX AND FUSION THREE, LLC,
DATED JANUARY 14, 2004
Agreement
New Millennium Media International, Inc.
Fusion Three, LLC
Xxxx Xxxxxxxx
This Agreement is made and entered into this 14th day of January 2004 by and
among New Millennium Media International, Inc., 000 0xx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxx Xxxxxx, Xxxxxxx 00000, (000) 000-0000 (hereafter "NMMI"), Fusion Three,
LLC, 0000 Xxxxxxxxx Xxxxxxxxx , Xxxxx 000, Xxxxx, Xxxxxxx 00000 (hereafter
referred to as "Xxxxxxxx"), 000 Xxxxx Xxxxxx Xxxxxx #000, Xxxxxx Xxxxx, XX
00000, Tel: 000-000-0000, Fax: 000-000-0000, email: xxxxxxxx@xxxxxxx.xxx.
WHEREAS, NMMI entered into a contract with Xxxx Xxxxxxxx relating to the On
Screen technology dated July 23, 2001 (hereafter referred to as the "Xxxx
Xxxxxxxx Contract");
WHEREAS, NMMI and Fusion Three entered into contract dated August 28, 2002 and
an Agreement to said contract relating to the NMMI On Screen technology
(hereafter the "Fusion Three Contract");
WHEREAS, The Xxxx Xxxxxxxx Contract in paragraph 15 provides for payment to
Xxxxxxxx for the On Screen technology in pertinent part as follows: "Revenues
accruing to NMMI from "OSD" technology will be distributed as follows: 75% to
NMMI and 25% to Xxxxxxxx with a minimum due Xxxxxxxx of $50,000.00 during the
first year of the contract and $100,000.00 for the second year of the contract
and 25,000.00 for each year thereafter";
WHEREAS, Xxxxxxxx assigned/conveyed to Fusion Three certain rights and
privileges relating to the Xxxx Xxxxxxxx Contract including the right to receive
the annual $250,000 payment, the first of which was agreed by Fusion Three to be
paid by Fusion Three to Xxxxxxxx upon receipt by Fusion Three from NMMI;
WHEREAS, Xxxxxxxx has agreed to receive $175,000 in lieu of his entitlement to
the $250,000 annual payment;
WHEREAS, because of the assignment by Xxxxxxxx to Fusion Three of the right to
receive said annual payment at the reduced amount, it is necessary for Fusion
Three to consent to the reduced amount.
WITNESSETH
FOR AND IN CONSIDERATION of the promises, covenants and conditions contained
herein, ten dollars and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto intending to
legally bound, agree as follows:
1. The recitations as stated above, unless in direct conflict with the
covenants hereafter shall be included as a part of this Agreement.
In the event of any such direct conflict in terms, then the terms
hereafter of this Agreement shall govern.
2. Xxxx Xxxxxxxx agrees to accept $175,000 in lieu of $250,000 as
payment in full of the 2004 annual royalty payment required in
paragraph 15 of the July 23, 2001 Xxxx Xxxxxxxx Contract. Payment
must be made by NMMI wire transfer to Xxxx Xxxxxxxx specified bank
account on or before January 16th 2004 to validate Agreement.
3. Fusion Three consents to and agrees that the $175,000 payment to
Xxxxxxxx as described above satisfied any and all contractual
obligation of NMMI relating to the 2004 annual royalty payment
required in paragraph 15 of the July 23, 2001 Xxxx Xxxxxxxx
Contract.
4. Except for this modification, the contractual privileges, rights and
obligations among the parties named herein shall remain unchanged by
this document.
5. General Provisions.
(a) This Agreement shall be constructed in accordance with the law
of the State of Florida.
(b) Times is of the essence in this Agreement
(c) This Agreement may be modified or amended only in writing
signed by all parties.
(d) Each of the parties to this Agreement agrees upon request to
execute any future documents or instruments necessary or
desirable to carry out the purpose or intent of this
Agreement, provided that no additional obligations or costs
shall be incurred as a result of such document or instrument.
(e) This Agreement may be executed in separate counterparts, each
of which is deemed to be an original and all of which taken
together constitute one and the same Agreement.
(f) Except as otherwise provided herein, this Agreement shall bind
and inure to the benefit of and be enforceable by the parties
and their respective successors and assigns and any person or
entity acquiring, whether by merger, consolidations, purchase
of assets or otherwise, all or substantially all of the
party's assets and business.
(g) Each person signing this Agreement on behalf of the parties
hereto represents that he has full and proper legal authority
to bind the entity for which he signed this Agreement and that
the said entity is fully bound by the terms of this Agreement.
(h) The terms of this Agreement are irrevocable and may be changed
or modified only with the express written consent of all
parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.
New Millennium Media International, Inc.
By: /s/ Xxxx "JT" Thatch Dated this 15th day of January 2004.
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Xxxx "JT" Thatch, President/CEO
Fusion Three, LLC
/s/ Xxxxx Xxxxx Dated this __th day of January 2004.
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Xxxxx Xxxxx, Manager
/s/ Xxxx Xxxxxxxx Dated this 14th day of January 2004.
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Xxxx Xxxxxxxx
