EXHIBIT 10.8
[This Agreement now between Xxxxxx Circulation Company and Princeton
Publishing, Inc., as assignee of the addressees listed below.]
XXXXXX CIRCULATION COMPANY
Xxxxxx X. Xxxxx, Director, Client Services/Business Development
August 5, 1992
Xxxxx Magazine Distribution Corp.
Leemar Publishing, Inc.
Adult Movie Review, Inc.
X.X. Xxxxx, Inc.
Focus Publishing Limited
Xxxx X. Xxxxxxx, Ltd.
Xxxxxxx Publishing, Ltd.
000 0xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xx. Xxxxx XxXxxxxxx
Dear Xxxx:
The Distribution Agreement ("DA") executed April 14, 1990, as amended
November 20, 1990, October 28, 1991, December 10, 1991, and February 24, 1992,
between Xxxxxx Circulation Company ("Xxxxxx") and Xxxxx Magazine Distribution
Corp., Leemar Publishing, Inc., Adult Movie Review, Inc., X. X. Xxxxx, Inc.,
Focus Publishing Limited, and Xxxx X. Xxxxxxx, Ltd., ("Publisher"), is herein
amended as follows:
(1) Xxxxxxx Publishing Ltd. is herein added to the DA, as previously
amended, with all the rights, conditions, and obligations of the DA as
amended, and is included to the description "Publisher".
(2) The distribution fees for "Oui", "Oui" specials and "Oui"
digests will be as follows:
DISTRIBUTION
FEE AS A
% TO COVER UNIT SALES AT
PUBLICATION ALL COPIES SOLD ANNUAL RETAIL $
Oui 6% $0 - $2,750,000
7% $2,750,001 - $3,500,000
8% $3,500,001 +
Oui specials 6%
Oui digests 6%
The distribution fee shall be adjusted on an annual basis, and the
calculation will include every copy sold at the highest distribution fee of
retail per the third column above, to apply to all Xxxxxxx Publishing Ltd.
titles, with the distribution fee as a % to retail determined by the level of
net sales at retail achieved by the title "Oui".
Example: If annual unit sales at retail for "Oui" are $4,000,000, the
distribution fee would be 8% X $4,000,000 for "Oui" and 8% for all Xxxxxxx
Publishing Ltd. titles.
(3) The estimated net sale ("ens") to be used to calculate payments
for "Oui", "Oui" digests will be based upon historical results, and will not
be calculated based upon the new title provision of the DA.
(4) All international and direct distribution for "Oui", "Oui"
specials and "Oui" digests will be exclusively distributed by Xxxxxx. Xxxxxx
reserves the right to refuse direct accounts at Xxxxxx' discretion.
(5) The initial distribution for the Xxxxxxx Publishing, Ltd. titles
by Xxxxxx will be as follows:
"Oui" US/Canada - December, 1992 Issue
"Oui" Foreign - December, 1992 Issue
"Oui" Digests - December, 1992 Issue
"Oui" Specials - December, 1992 Issue
(6) Provided that provisions (1) through (5) are consummated or
apparently are or will be consummated, Xxxxxx will issue a Super Advance (as
defined in the Amendment to the DA, dated November 20, 1990), to the Publisher
in the amount of $175,000 at the on sale date of the first issue of "Oui" to
be distributed by Xxxxxx.
Publisher will sign a UCC-1 form and a Security Interest Agreement, to
be recorded in the state of Now York prior to the transfer of said Super
Advance, naming Xxxxxx as the secured party in the Publisher's receivable from
Xxxxxx, and all of the Publisher's right, title and interest in and to the
trademarks, logos, licenses, and title to the publications of "Oui", "Oui"
specials and "Oui" digests.
Said Super Advance will be repaid, commencing six months after the on
sale date of the December 1992 issue of "Oui", in thirty (30) consecutive
equal monthly installments of $5,833.33, together with interest on the unpaid
balance, at 1% over the prime rate of interest established from time to time
by Chemical Bank, X.X. Xxxxxx may, at any time, deduct installments of the
Super Advance and the interest thereon from any payments or advances due to
the Publisher under the Distribution Agreement. Interest due, until the first
installment of principal is paid, will be deducted from funds due to the
Publisher on a monthly basis.
Please sign and date the attached to indicate your consent to the terms
set forth herein and your willingness to be legally bound by said terms.
Sincerely,
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
ADULT MOVIE REVIEW, INC.
by: /s/ Xxxxx XxXxxxxxx, Pres.
LEEMAR PUBLISHING, INC.
by: /s/ Xxxxx XxXxxxxxx, Pres.
FOCUS PUBLISHING, LIMITED
by: /s/ Xxxxx XxXxxxxxx, Pres.
XXXXX MAGAZINE DISTRIBUTION CORP.
by: /s/ Xxxxx XxXxxxxxx, Pres.
X.X. XXXXX, INC.
by: /s/ Xxxxx XxXxxxxxx, Pres.
XXXX X. XXXXXXX, LTD.
by: /s/ Xxxxx XxXxxxxxx, Pres.
XXXXXXX PUBLISHING, LTD.
by: /s/ Xxxxx XxXxxxxxx, Pres.
XXXXXX CIRCULATION COMPANY
by: /s/
Executive V.P.
Date: 8/17/92
