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Endorsement Agreement


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ENDORSEMENT AGREEMENT THIS ENDORSEMENT AGREEMENT ("Agreement") is effective as of this 1st day of December 2003, by and between GREG NORMAN, of 501 North A1A, Jupiter, FL 33477 ("Norman") AND RITZ INTERACTIVE, a Delaware Corporation with offices at 2010 Main Street, Suite 400, Irvine, California 92614 ("RII"). (Each or both of which shall hereinafter be referred to as the "PARTY" or "PARTIES," respectively). RECITALS: RII desires to obtain the right to use the name, likeness, and endorsement services of Norman in connection with the advertisement and promotion of RII's e-commerce website. The endorsement by Norman of RII's e-commerce website and business is of commercial value. RII and Norman wish to enter into an agreement to cooperate and coordinate the marketing of Norman's endorsement with RII's e-commerce website and business. NOW, THEREFORE for and in consideration of the foregoing, and the mutual covenants and agreements set forth herein, the Parties hereby agree as follows: 1. DEFINITIONS. The following terms shall be defined in the Agreement as follows: a) "CONTRACT PERIOD" means that period of time commencing on December 1, 2003 and terminating on November 30, 2008 unless sooner terminated or extended under this Agreement. b) "CONTRACT YEAR" means a 365 (or 366 if applicable) day period, commencing on December 1, 2003. c) "CONTRACT TERRITORY" shall be worldwide. d) "E-COMMERCE PORTAL" shall mean, any e-commerce websites owned and/or operated by RII during the Contract Period, including, but not limited to, those websites ("Existing Websites") listed in Schedule A attached hereto; provided, however, except for the Existing Websites (which will always be deemed included within the E-commerce Portal), the E-commerce Portal shall not include any non Existing Websites of RII ("Future Websites") to the extent such Future Websites are competitive with any websites owned or operated by parties with whom, after the date of this Agreement, Norman enters into a business relationship as to the sale of goods, products or services competitive with goods, products or services offered for sale on the Future Websites. e) "NORMAN IDENTIFICATION" shall mean any words, symbols, photographic or graphic representations, and Norman's signature, statements by Norman or combination thereof which identify Norman such as, for example, Norman's name, voice, nickname, likeness, and anything else that identifies Norman. Subject to the terms of Paragraph 2 hereof, the Norman Identification shall not include the Shark Logo owned by Great <PAGE> White Shark Enterprises, Inc, and exclusively licensed to Reebok International Ltd. f) "RIGHTS" shall mean all of the endorsement rights, services and other rights and benefits granted to RII in this Agreement (including the right of personal and advertising services as stated in Paragraph 7 of this Agreement). g) "RII COMPETITOR" is any person or entity that in any way competes with the RII E-commerce Portal. h) "RII PARTIES" is RII, Ritz Camera Centers, Inc., and any Affiliates of RII. For purposes of this Agreement, "AFFILIATES" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, RII. i) "$" shall mean the lawful currency of the United States of America unless otherwise specified. 2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period: a) Subject to the terms of Paragraph 7 below, Norman will provide and make available to RII the services, initiatives and programs described in Schedule B attached hereto (the "Endorsement Services"); and b) Norman grants to RII the exclusive right and license (the "License Rights") to use the Norman Identification during the Contract Period and throughout the Contract Territory in connection with the advertisement and promotion of RII and the E-commerce Portal; RII acknowledges that those companies whose products RII sells through its E-commerce Portal, i.e., Nikon, Shimano, (or private
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