July 26, 2002
1-800-ATTORNEY, Inc.
ATTN: Bill Wrigley, CEO
186 Attorneys.com Court
Lake Helen, FL 32744
Re: Consulting, Promotion and Marketing Letter Agreement.
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Dear Mr. Wrigley:
This letter shall serve as an agreement (this "Agreement") by and
between eUniverse, Inc., a Nevada corporation with offices at 6060 Center Drive,
Suite 300 Los Angeles, CA 90045 ("EUNI") and 1-800-ATTORNEY, Inc, a Florida
corporation with offices at 186 Attorneys.com Court Lake Helen, FL 32744
("Company") whereby EUNI will provide consulting, promotional and marketing
services for Company, in accordance with the terms set forth below.
CAMPAIGN
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EUNI will assist Company in developing Company's internet marketing
business model and strategy. After such discussions, EUNI will, with Company's
input and approval, design and develop customized creative and graphic content
intended to advertise and promote Company's products and/or services to internet
users and to expand Company's advertising base ("Campaign"). The Campaign will
include a link to Company's designated website and will be published to
registered users of EUNI's network of websites by regular email promotion at a
minimum of 1,000,000 users per month, for a period of twelve (12) months,
beginning from the date of Company's execution of this Agreement. Company
acknowledges and agrees that EUNI shall retain all right, title, and interest in
and to the original content developed by EUNI in connection with the Campaign.
Company grants to EUNI a nonexclusive, royalty-free license to use and display
Company's trademarks, service marks, trade names and/or logos in connection with
the Campaign.
CONSULTING
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EUNI will consult with Company to discuss Company's business model and
other business opportunities.
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PAYMENT
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In consideration of the foregoing services performed by EUNI, Company
shall, within thirty (30) days of Company's execution of this Agreement, issue
to EUNI Three Hundred and Fifty Thousand (350,000) fully-paid, non-assessable
shares of Company's restricted common stock (the "Shares") (NASDAQ symbol:
ATTY). Such shares represent full payment for the promotional services provided
by EUNI hereunder. In the event that the parties mutually agree to terminate
this Agreement prior to its twelve-month term, EUNI agrees to purchase a portion
of the Shares (the "Registrable Securities), pro-rated for the number of full
months for which this Agreement is being cancelled, at a purchase price that is
the lower of $0.12 per share or 75% of the average closing price of ATTY for the
five days preceding the cancellation and Company agrees to grant "piggy-back"
registration rights as follows: If at any time or from time to time, Company
shall decide to register any of its common stock, either for its own account or
the account of a security holder or holders, in a registration statement
covering the sale of Company's common stock under the Securities Act of 1933, as
amended, the Company will: (1) promptly give to EUNI written notice thereof; and
(2) include in such registration statement (and any related qualification under
blue sky laws) all the Registrable Securities specified in a written request,
made within 30 days after receipt of such written notice from Company.
REPRESENTATIONS AND INDEMNITY
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This Agreement shall create a binding agreement for the Campaign, and
each party agrees to be bound by the terms and conditions contained herein. Each
party represents and warrants to the other that it has the right to enter into
this Agreement, and has the ability to perform its obligations hereunder. Each
party further represents and warrants that the Campaign, as developed by EUNI
and approved by Company, will not (i) violate or infringe upon the intellectual
property rights of any third party; or (ii) violate any applicable laws and/or
regulations. Apart from the minimum distribution requirement, EUNI makes no
other representation or warranty as to the effectiveness or level of success of
the Campaign.
Each party shall, at its own expense, indemnify, defend, and hold
harmless the other party and its affiliates from and against any claim, actions,
liabilities, and damages, and any costs or expenses incurred in defending
against same (including reasonable attorneys' fees), arising from any breach or
alleged breach of the indemnifying party's representations and warranties.
GENERAL
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Neither party may disclose the terms of this Agreement to any third
party without the other's prior written consent unless compelled to do so in any
action or other legal proceeding or unless otherwise required by law. Neither
party shall be liable for failure to perform its obligations under this
Agreement in the event of an Act of God, action by any governmental or
quasi-governmental entity, fire, flood, insurrection, riot, explosion, power
interruption or any condition beyond the reasonable control of the party
affected by any such act. The foregoing notwithstanding, the period for which
services are rendered under this Agreement shall extend beyond twelve months to
the extent of any period(s) for which EUNI was unable to provide services
hereunder. The laws of the State of California shall govern this Agreement and
any action involving this Agreement shall be brought in Los Angeles County, and
not elsewhere. This Agreement supercedes all prior or contemporaneous agreements
between the parties concerning the subject matter herein. Company and EUNI are
independent contractors and not an employee, attorney-in-fact, agent, partner or
joint venturer of the other.
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Bill, we look forward to starting our business relationship together,
and are eager to begin working with 1-800-ATTORNEY. If the foregoing meets with
your approval, please execute this Agreement below and fax it to my attention at
(310) 258-2759.
Best Regards,
/s/ Christopher S. Lipp
--------------------------------------------
Christopher S. Lipp
Sr. Vice President and General Counsel
eUniverse, Inc.
AGREED AND ACCEPTED
AS OF JULY 26, 2002 BY:
1-800-ATTORNEY, INC.
("COMPANY")
By: /s/ J. William Wrigley
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Name: J. William Wrigley
Title: Chairman and CEO
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Consulting, Promotion and Marketing Letter Agreement - eUniverse Inc. and 1-800-ATTORNEY Inc.
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