EXHIBIT 10.5
[REAL NETWORKS LOGO]
June 4, 1999
Global Media Corporation
83 Victoria Crescent
Nanaimo, British Columbia Canada V9R 5B9
Dear Michael Metcalfe:
This Amendment No. 1 is the first amendment to the letter agreement dated
April 20, 1999 (the "Agreement"), by and between RealNetworks, Inc. ("RN"),
and Global Media Corporation ("Customer").
The parties hereby amend Attachment A of the Agreement as follows:
1. The following is inserted as new Section 1.1:
1.1 PROJECT ACCELERATION BACKGROUND
Based on recent activities in the marketplace and discussions between
Global Media and RealNetworks, Global Media Corporation has requested
that RealNetworks accelerate the current Global Media Broadcast Network
Services project to be able to bring a product out quicker to market.
RealNetworks has analyzed it's current project schedule and resource
commitments and has identified a means to accelerate the schedule and
delivery of product to allow Global Media to quickly sign up licensee's
and increase their effectiveness in building a media portal solution
for radio groups around the country.
2. The following is inserted as new Section 3.5
3.5 ACCELERATION SCOPE OF WORK
RealNetworks proposes to accelerate the delivery of the live station
experience by implementing a fast track, parallel prototype development
effort with another team of software development engineers and experts
managed by the RealNetworks Consulting group. This new prototype
development effort is in addition to the existing project schedule and
resources currently allocated to the project for the existing scheduled
deliverables.
The main deliverables from the accelerated live station prototype
development includes the following two deliverables:
Accelerated player system:
- Station Guide
- A RealPlayer event renderer to Show ads and Station Information
(pseudo synchronized with the audio stream)
- Static e-comm link
- Station Logo and Skin (5 samples will be developed by RealNetworks)
Server/Backend System:
- Live station encoder, with Live Ad+Station Info stream
- Station Manager (functional administrative interface of input of all
station information)
- Guide Manager
- SMIL (and HTML) server.
The team necessary for the deliverables above includes:
2 Full time Software Development Engineers (C++, Win32)
3 Web Developer (Javascript, server-side script, HTML)
4 Flash/SMIL Developer
5 Accelerated Team Software Project Manager (Half time, estimated)
6 Part-time (overtime) of existing Lead Developers on original project
The development schedule is anticipated to occur in two phases. The
first phase will be completed within approximately six (6) weeks with
the initial player and server/backend system. The second phase will be
to provide technical support with a principal software development
engineer for an additional two (2) weeks after phase 1. At the
completion of this effort, the original effort of the Global Media
Broadcast Network Services project will synchronize with the accelerated
project team.
The deployment of the player and server systems will be dependent on
Global Media also accelerating their deployment of hardware, software,
network and related equipment necessary for the new software to operate
on. Likewise, this project schedule is dependent on the initial 25
radio stations selected by Global Media to have appropriate connectivity
for signal acquisition and signal sourcing for the backend server system.
3. The following is inserted as new Section 4.1:
4.1 PROJECT ACCELERATION COST SUMMARY
The costs for the accelerated project team proposed to Global Media for
both phases of the development effort for both Phase 1 (initial six week
effort) and Phase 2 (technical support for two weeks) deliverables over
the next eight (8) weeks is $355,000.00. This is a fixed fee cost to
rapidly prototype, develop and deploy the player and server/backend
system on an accelerated effort, above and beyond the original scope of
work as well as to provide basic technical support for this effort.
The term of the project is anticipated to begin June 4, 1999 with first
delivery of the player/server system by July 16, 1999. The completion of
the accelerated project team deliverables is anticipated to be by the
end of July/beginning of August, 1999.
The payment schedule for the Project Acceleration services from
RealNetworks Consulting are as follows:
- 50% payable on July 16, 1999 (Phase 1 complete)
- 50% payable at beginning of August (Phase 2 complete)
4. The payment schedule at the end of Section 4.0 is replaced in its entirety
with the following payment schedule:
The following outlines the payment schedule and deliverable milestones
for all Deliverables:
[OMITTED CONFIDENTIAL INFORMATION FILED SEPARATELY WITH THE SEC.]
All other terms and conditions of the Agreement shall remain in full
force and effect except as modified by this Amendment No. 1. In the event of
any inconsistencies between this Amendment No. 1 and the Agreement, this
Amendment No. 1 shall prevail.
In witness whereof, the parties have caused this Amendment No. 1 to be
executed on this ______________ day of June, 1999.
REALNETWORKS, INC. GLOBAL MEDIA CORPORATION.
By: /s/ By: /s/ MICHAEL METCALFE
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Title: VICE PRESIDENT Title: PRESIDENT
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Date: JUNE 4, 1999 Date: 4 JUNE 99
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