Exhibit 10.14
Portions of this exhibit have been omitted pending a determination by the
Securities and Exchange Commission that certain information contained herein
shall be afforded confidential treatment. The omitted portions are indicated by
three asterisks.
EXHIBIT 10.14
[LETTERHEAD OF PRODUCT INFORMATION NETWORK APPEARS HERE]
MEMORANDUM
DATE: October 23, 1995
TO: Alfred Dillione
National Media Corporation
215-772-5199
FROM: Jon Shaver
RE: ADDENDUM
Airtime and Revenue Share Test Agreement
Dated: May 1, 1995
_______________________________________________________________________________
Upon examining the above contract, please correct the sentence below to read as
follows (thus indicating PIN's correct peak and non-peak time periods):
Section 1. Airtime/Programming.
-------------------
"National shall have 4 hours of airtime between 8:00 am and 12:00 am, plus at
least 2 hours of additional airtime between 12:00 am and 8:00 am."
Please sign below and return via Fax # 303-784-8549 to indicate acceptance of
this correction.
/s/ ALFRED DILLIONE /s/ JON SHAVER
- -------------------------- ---------------------------
Alfred Dillione Jon Shaver
National Media Corporation Product Information Network
11/9/95 10/23/95
- ------------------ -----------------
Date Date
PRODUCT INFORMATION NETWORK
9697 East Mineral Avenue
P.O. Box 3309
Englewood, CO 80155-3309
May 1, 1995
Mr. Al Dillione
National Media Corporation
1700 Walnut Street
Philadelphia, PA 19103
Re: Product Information Network/National Media Corporation
Airtime and Revenue Sharing Agreement
------------------------------------------------------
Dear Mr. Dillione:
The following are the principal terms to which we have agreed respecting
the continued participation of National Media Corporation ("National") in
Product Information Network ("PIN"). National has provided direct response
programming for airing on PIN under the terms of a letter agreement dated
October 14, 1994. This letter agreement is intended to supersede the October 14
letter agreement with respect to airings of direct response programming on PIN
from May 1, 1995 forward.
1. Airtime/Programming. National will provide direct response
-------------------
programming for airing on PIN. Such programming shall include National's
infomercials and spots, plus third-party shows sourced by National which PIN is
not currently airing. PIN will allocate at least 6 hours per day of airtime (at
times agreed to by PIN and National) to such programming provided by National,
plus such additional airtime blocks as PIN and National may subsequently agree
upon in writing. National shall have the 4 hours of airtime between 8:00 am and
12:00 am plus at least 2 hours of additional airtime between 12:00 am and 8:00
am.
2. Payments. In consideration of the provision of PIN airtime to
--------
National as contemplated in paragraph 1 hereof, National will pay PIN a
percentage (the "PIN Percentage") of National's adjusted gross revenue from
sales of products (including "upsell" goods) made in direct response to PIN
airings of direct response programming provided by National. "Adjusted gross
revenues" shall mean gross revenues (including shipping and handling charges),
less returns and uncollectibles. The PIN Percentage shall be variable during the
term hereof and shall be determined as follows. As of the first day of each
month, the PIN Percentage shall be ***. Once the aggregate amount payable from
airings on PIN during each month equals PIN's quoted Rate Card for such airtime,
then the PIN percentage shall be reduced by *** points for each additional ***
in payments to PIN hereunder during such month; provided, however, that the
--------
PIN Percentage shall not be reduced below ***. All payments will be made on a
monthly basis, within 20 days following the end of each month.
Mr. Al Dillione
May 1, 1995
Page 2
3. Term. The foregoing arrangements are to be in place for a term
----
commencing May 1, 1995 and expiring April 30, 1997. Either party may, upon 60
days prior written notice to the other, extend the term hereof for an additional
twelve-month period.
4. Guaranteed Rates. If average hourly revenues to PIN from National
----------------
during the term fall short of the following target rates, then National will
guarantee such hourly revenues to PIN. Specifically, National will pay as
minimum revenues *** per half-hour for the period between 8:00 am and 12:00 pm
and *** per half-hour for all other time periods, payable as set forth in
Section 2 above. Such minimum rates shall remain in effect for so long as the
average annual subscribership to PIN does not exceed ***. At such time (if ever)
as the average annual subscribership to PIN exceeds ***, then the foregoing
minimum rates shall be increased in direct proportion to the amount by which
average such annual subscribership exceeds ***.
5. Exclusivity. During the term hereof, National will not, without the
-----------
prior consent of PIN, enter into arrangements to air its programming on any
other 24-hour television direct response marketing channel in the nature of PIN,
with the specific exception of Info Mall. National may, however, arrange with
cable television systems for airings of its programming on such systems.
6. Miscellaneous.
-------------
(a) National will make appropriate personnel available to assist PIN
in sales calls to its operators explaining National's participation in PIN.
(b) National shall make and shall be solely responsible for all
third-party arrangements which may be necessary to handle customer orders
received through airings on PIN of direct response programming provided by
National. Each program dub supplied to PIN shall include an appropriate 800
telephone number(s). For each sale National shall cause to be recorded the
customer's ZIP code, city and state, as well as the date and hour in which the
sale was transacted. National shall provide PIN, via electronic data transfer,
daily product sales reports sorted primarily by ZIP code and secondarily by time
of day. All other sales reports provided by National to PIN shall be sorted
first by date, second by ZIP code, and third by time of day.
(c) PIN shall not be responsible for any product matters of any kind,
including collections, delivery of goods, sales taxes, refunds or returns.
National shall be solely responsible for all such matters and shall indemnify
PIN against any and all costs, expenses and liabilities of any kind which may
arise out of such matters, including costs and reasonable attorneys fees.
Mr. Al Dillione
May 1, 1995
Page 3
If the foregoing accurately states your understanding of the terms to
which we have agreed, please confirm by signing below and returning a copy of
this letter to me.
Sincerely,
/s/ Keith L. Gay
Keith L. Gay
Vice President and General Manager
ACCEPTED AND AGREED:
NATIONAL MEDIA CORPORATION
By: /s/ ALFRED P. DILLIONE
------------------------
Title: Vice President, Media
---------------------
Dated: July 5, 1995
------