Exhibit 10.11
xxx.xxx
New York
Silicon Valley
Pacific Rim
The Web
Xxxxxxxxx Xxxxx
managing partner
31 July 1996
Dear Xxxxxx:
The following letter sets out in detail and for your signature the
agreement we reached over breakfast on 27 July, 1996. But first, let me
reiterate the enthusiasm Xxxxx and I share for Hawaiian Springs, the Brand and
you. We think that we will be able to help build the Brand as much as its
success will build xxx.xxx.
Here are the points we agreed to in detail;
1. xxx.xxx will prepare a brand review and positioning for Hawaiian Springs.
(Already presented and agreed)
2. Based on this positioning xxx.xxx will prepare for review and your approval
an advertising print and direct mail campaign aimed at the distribution
channel.
3. We will assist in determining an optimum target audience, as well as
potential test market sites.
4. Based on the target audience, we will prepare a campaign encompassing print,
broadcast and point of sale aimed at the consumer in the test markets as well
as for a sustaining effort in all other areas.
5. In addition we will develop a new label design consistant with the new
positioning. We will also develop a transitional package for the event that
we wish to use both "flower" and "volcano" for a period of time.
6. Based on test market findings and other needs as they occur as the Brand
grows, we, as your agency, will be available to make the necessary
adjustments.
7. We will prepare all the above material up to the point of mechanical
production. Production estimates will be presented for your approval, and
will be charged at cost, including however any costs that we incur, but
without profit.
8. We will make media recommendations and will place media on your behalf, here
too we will only charge our actual costs including the acquisition of
necessary data and other help to make intelligent choices; these too will be
billed without a profit.
9. We will develop advertising materials for both trade and consumer contests
and other advertising related materials, as needed.
10. We will assist in developing contacts and advertising for markets abroad.
11. We will be proactive with counsel in all aspects of the Brand where we feel
we can contribute.
Again, as discussed at our breakfast, the special first year fee for the
above services will be $5000 a month. The contract period will start on
August 1, 1996, with the first two months coming due on September 1, 1996.
Because the above fee is at a rate covering only our costs (we hope) we have
also agreed that in the case of our performing above expectations and if the
Brand moves towards a profit, we will receive in addition to our monthly fee,
stock options at your discretion. In the case of unexpected financial
performance on the part of xxx.xxx we will be back to you and inform you of
same. On May 1, 1997 we will look at revising this agreement for the
following year, should our performance prove satisfactory. This date could
also serve as a time for notice for both parties.
Xxxxxx, I think that I have covered all of our topics. Should I have left out
something of consequence, or if anything in this letter does not agree with
your understanding, please let me know. Otherwise, please sign below, to
indicate your approval and acceptance of the above.
Agreed to and accepted by Xxxxxx to and accepted by
Hawaiian Waters xxx.xxx
By: /s/ Xxxxxx Xxxxxx By:/s/ Xxxxxxxxx Xxxxx
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Date: 8/1/96 Date: July 31, 1996
