PREMIER CLASSIC ART, INC.
0000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Tel:(000) 000-0000
Fax:(000) 000-0000
September 14, 1999
Xxxxxxx X. Xxxxxxx
0000 Xxxx 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Dear Gil:
This is to set forth and confirm our agreement pursuant to which
Premier Classic Art, Inc. and/or its wholly owned subsidiary, Cool Classic
Incorporated (collectively, the "Company") will retain your services, with
respect to the marketing of cels and other cartoon art (the "Product") owned
and/or distributed by the Company. In this regard, the following shall
constitute the terms of our agreement:
1. The term of this Agreement shall be three (3) years (the "Term").
2. Except for Sales made to Wal Mart resulting from your introduction,
the Company will not market any of the Products to Wal Mart, from the latter of
one (1) year from the date hereof or the date of your last sale to Wal Mart. For
purposes of this Agreement, the term "Sales" is defined as net proceeds to the
Company after deductions for sales returns, sales allowances, fees for shelf
space and cooperative advertising costs.
3. On any Sales to Wal Mart, you shall be entitled to ten (10%) percent
of the first $5,000,000 in Sales, or any part thereof, and twelve and one half
(12 1/2%) of all Sales to Wal Mart in excess of that amount.
4. This Agreement with you is exclusive as it relates to the Product
for the Term and you agree that you will not market Product for any other
company during the Term.
5. In the event Wal Mart purchases in excess of $10,000,000 of Product
in a twenty four (24) month period, the Company shall issue to you a warrant to
purchase 4.9% of the net outstanding shares of common stock of the Company. The
warrants will be exercisable at a price per share equal to eighty (80%) percent
of the average closing bid price of the Company's common stock, for the previous
twenty (20) trading days as reported by NASDAQ, any major exchange on which the
Company's shares are listed or the OTC Bulletin Board, whatever the case may be.
If the foregoing meets with your complete approval, kindly indicate
your acceptance by signing you name in the space provided below.
Sincerely,
Xxxxxxx X. Xxxxx
President
Agreed and Accepted:
_____________________
Xxxxxxx Xxxxxxx
