PROMOTION AGREEMENT
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THIS PROMOTION AGREEMENT (hereinafter, this "Agreement") is made and entered
into this 20th day of December, 2002, by and between VICI MARKETING, LLC, a
Florida limited liability company having a principal address of 14001 63rd Way
N, Clearwater, FL 33760 (hereinafter, "VICI"), and BHC, Inc, a Delaware
corporation having a principal address of 14001 63rd Way N, Clearwater, FL
33760 (hereinafter, "Internet Promoter").
W I T N E S S E T H:
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WHEREAS, VICI is a limited liability company organized under the laws of
the State of Florida and is engaged in the business of furnishing travel goods,
services and programs to the public; and
WHEREAS, Internet Promoter is a development stage corporation organized
under the laws of Delaware and operates as an independent contractor that will
provide related content information internet sales services relative to the sale
of third party products; and
WHEREAS, the parties wish to enter into an agreement whereby Internet
Promoter will market and offer VICI's travel goods, services and/or programs, as
such are more particularly described in Exhibit "A" attached hereto, to the
public as further set forth herein;
NOW THEREFORE, in consideration of the mutual benefits, obligations, terms
and conditions herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the parties, it is
hereby agreed as follows:
1. INTERNET PROMOTER'S PERFORMANCE AND REPRESENTATIONS.
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(a) Internet Promoter represents and warrants that it is duly
organized and validly existing under the laws of the above-referenced state and
it represents and warrants that it has full authority to enter into this
Agreement and to transact the business herein contemplated, and is fully
willing, capable and experienced to perform as provided for herein. Internet
Promoter further represents and warrants that Scott Roix is authorized to
execute this Agreement on behalf of Internet Promoter as its President and CEO.
(b) Internet Promoter shall, through independent means, including,
specifically, its internet website, offer VICI's travel goods, services and/or
programs, as more particularly described in Exhibit "A" attached hereto and
incorporated herein by this reference (hereinafter, the "Product" or
"Products"), to its customers. To accomplish this, Internet Promoter will
operate a website with domain name www.bookfloridahotels.com (the "Website").
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Internet Promoter shall be fully and solely responsible for the cost, attainment
and expense of securing qualified purchases of the Product to its customers (the
"Travel Customers"). VICI shall deliver to Internet Promoter, from time to time,
written materials describing its Products to be marketed and offered by Internet
Promoter on the website and such materials shall include a statement of the