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Exhibit 10
LA GROUP, INC. [LA GROUP INC. LOGO]
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ TEL.
▇▇▇-▇▇▇-▇▇▇▇ FAX.
September 28, 1999
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ Inventions LLC
Chief Operating Officer
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: RONCO WEB SITE AGREEMENT
Dear ▇▇▇▇▇:
The LA Group, Inc. (LA) agrees to accept and market the Ronco Inventions LLC
(Ronco) Internet site (▇▇▇.▇▇▇▇▇.▇▇▇). As per our discussion, we would begin
immediately. LA can offer a great deal of expertise that would help make the
Ronco site become successful. The existing site would receive a quick face-lift
and would have a full online shopping cart incorporated into it. (To see an
example of this go to ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.) We will edit and promote the web site
to over 2,400 search engines and link pages, as well as begin a banner ad link
exchange program.
The shopping cart portion would link each item to an order screen. The online
shoppers would be able to shop for many items before submitting their order.
Initially, each order would be sent via email to the email address assigned to
order processing for credit card verification and shipping. As soon as
possible, the site will enable direct credit card verification online. If you
are using UPS online shipping system orders could be uploaded for easy
labeling. The features of the shopping cart are as follows:
SHOPPING CART OPTIONS AND LA GROUP, INC. (LA) RESPONSIBILITIES:
- Cart holds item name, part number, quantity, price, shipping, tax, weight
and custom options.
- Item price, part number, shipping, weight and tax adjustable based on an
option.
- Add multiple items at one time.
- Accepts both billing and shipping addresses.
- Validates credit card numbers and Supports SSL Security.
- Flexible tax options including tax rates for each state or county and
flat tax support.
- Flexible shipping options including shipping by weight, total cost,
number of items and more.
- Customize shopping cart tables, fonts, colors and images.
- Further customize shopping cart output using HTML Templates files.
- Customize the e-mail messages sent to the client and to the customer.
- Orders are written to Carts own database.
- Optional: automatic credit card authorization using CyberCashTM.
- Optional: export orders into tab or comma delimited files for importing
into database or spreadsheet.
- Optional: run an external CGI application and pass it parameters from the
order.
- Setup a status program to track statistics about the site (Hit count,
hourly hit count, best time of day, search engine, referring page,
operating system, screen resolution, Internet browser type, visiting
country, host address, IP address and Java script compatibility).
- Establish the beta site within ten (10) days of acceptance of this
agreement by Ronco Inventions, LLC and establish final site configuration
within twenty days of the execution of this agreement.
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LA -- Ronco Agreement Page 2
WEB SITE CONFIGURATION AND CONSIDERATION RONCO INVENTIONS, LLC (RONCO)
RESPONSIBILITIES:
- Ronco shall provide information on the current administrative contact to
move the web site with Internic. Ronco shall provide a list of
all-responsible parties, names, job descriptions or department titles
and telephone numbers. This is to establish user names, passwords and
e-mail addresses to direct orders and customer service questions or
information.
- Ronco will need to be prepared to run at the optimal configuration to
include site promotion and linking in-order to get maximum results. In
addition, Ronco Inventions, LLC shall provide LA with information and
linkages for any related Ronco sites.
- Ronco shall provide a list of all products that will be available on the
shopping cart. This list needs to include item numbers, descriptions and
pricing.
- LA will incorporate some pictures or GIF, and a small amount of live
audio (very little audio -- this will slow down loading and will
discourage potential shoppers.) Ronco will supply appropriate art and
audio.
- LA will, on behalf of Ronco, apply for the CyberCash automatic credit
card processing. Ronco will execute appropriate forms.
TERMS OF THE AGREEMENT:
- Ronco and LA will move the current web site from its present location to
the LA server in order to install a shopping cart system. This is
necessary in order to install a runtime license, credit card secure
encryption systems and perform web site promotions.
- Ronco will pay commissions to LA for each item that is sold, based on the
following Showtime(TM) < * > per unit, Food Dehydrator < * > per unit,
Pasta/Sausage Maker < * > per unit. Commission will be the same if items
are basic or upsell units. For any other items sold, LA will receive
< * > of the gross sales amount. No commissions shall be paid on
shipping, handling or sales tax. LA shall not receive any commission on
canceled or unpaid orders.
- All commissions shall be due LA within ten (10) days of the end of the
month in which orders are placed. Any payment not paid within ten days of
the date when due shall be subject to a 1% per month late charge. If any
payments are not made within 30 days of the date due LA shall have the
right to cancel this Agreement. If either party brings legal proceedings
to enforce its rights under this agreement, the successful litigant shall
be entitled to recover its cost and expenses of the litigation, including
reasonable legal fees.
- Ronco shall pay a one time < * > fee for the runtime license for the
shopping cart system upon presentation of such an invoice by LA to Ronco.
- Ronco shall, upon execution of this agreement, make a < * >
< * > payment as a non-refundable advance against commissions for
web site editing, site promotion and banner ad placement (i.e.: update
site for easy navigation, speed when loading, HTML editing, Keywords,
Site description, Meta-tag's, browser compatibility and downloadable
browser updates for Internet Explorer and Netscape.). Ronco shall pay an
additional < * > payment as a non-refundable advance
against commissions upon acceptance of the redesigned web site and
implementation of the shopping cart.
- This document, when executed by both parties shall constitute a legally
binding agreement under the laws of the State of California and shall be
in effect for a period of one year (the Term) unless terminated by either
party upon providing a thirty (30) day written notice of termination,
addressed to the above listed addresses. In the event that Ronco elects
to terminate before the expiration of the Term of the Agreement, other
than for cause, then Ronco will pay LA a penalty fee equal to the average
previous two months sales multiplied by the remaining number of month(s)
left under the Term of this Agreement.
- LA Group, Inc. shall maintain and market ▇▇▇.▇▇▇▇▇.▇▇▇ with non-exclusive
right's to offer Ronco product's on the ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ and
▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ web sites.
* - These portions of this agreement have been redacted as it contains
confidential information. An application for confidential treatment
of this information has been filed separately with the Secretary of
the Commission.
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LA -- Ronco Agreement Page 3
LA specifically acknowledges that all information provided to LA by Ronco
shall remain the property of Ronco and be used only as directed by Ronco. LA
further acknowledges that should this Agreement be terminated for any reason
that Ronco is the sole owner of all URL's, site locations, site names, and work
product developed under this Agreement and that all such shall be promptly
returned by Ronco.
Agreed to this ___ day of December 1998
For: Ronco Inventions, LLC For: LA Group, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, COO ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CEO
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RONCO INVENTIONS, LLC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
FAX (▇▇▇) ▇▇▇-▇▇▇▇
August 12, 1999
▇▇. ▇▇▇ ▇▇▇▇▇▇
LA Group, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇:
Per our conversation and as reflected on the March 14, 1999 Addendum to the
December 21, 1998 contract, we are changing the amount you receive on the
Showtime Rotisserie product from < >. This includes any Showtime
unit with or without the accessory package. The remuneration for the other
products will remain the same.
Also, the term of our Agreement as reflected in the March 14, 1999 Addendum
will be changed from 3 years to 1 year.
This document supercedes the previous March 14, 1999 Addendum and will be
effective as of Monday, August 9, 1999.
Please contact me before you come out to California so we can plan on getting
together.
Sincerely, Agreed and Accepted by:
/s/ ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, CEO
CEO LA Group, Inc.
RP/gmw
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LA GROUP, INC. [LA GROUP, INC. LOGO]
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▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ TEL.
▇▇▇-▇▇▇-▇▇▇▇ FAX.
March 25, 1999
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ Inventions, LLC
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇,
As we discussed, part of LA Group's responsibility in managing Ronco's web site
and internet activities is to attempt to secure positions on third-party web
sites. These positions can be in the form of direct links to the Ronco web site
from other sites, merchandising Ronco products on third-party sites with link's
to Ronco's order pages, banner ads and any other form of promotion companies
I'm talking with and one is ready to participate.
To that end, I would like to confirm LA Group's contingent right to enter into
sub-licensing agreements in connection with our existing agreement with other
companies to secure such positions. I use the term "contingent" because Ronco
would have the final approval regarding all activities and LA Group agrees to
submit pertinent documents related to potential relationships.
If you are in agreement please indicate below with you signature
Sincerely,
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
President
Agreed and accepted
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ Inventions LLC