Msh Entertainment Corp /Ca/ Sample Contracts

Msh Entertainment Corp /Ca/ – CREDIT AGREEMENT (April 4th, 1997)

EXHIBIT 10.15 CREDIT AGREEMENT ---------------- This Credit Agreement is entered into as of the 1st day of September 1996 by and between MSH Entertainment Corporation, a Utah corporation ("Lenders") and Happy Zone Entertainment Corporation, a California corporation ("Borrower"). RECITALS: --------- A. Lender is the majority shareholder of the Borrower; and B. Due to the working capital needs of Borrower, Lender has agreed to make a line of credit available to Borrower. Now, therefore, the parties agree as follows: 1. Loan ---- 1.1 Amount of Credit, Procedure for Borrowing. Lender hereby ------------------------------------------ establishes a line of credit in favor of Borrower in the amount of $500,000. Borrower m

Msh Entertainment Corp /Ca/ – PROMISSORY NOTE (April 4th, 1997)

EXHIBIT 10.5 PROMISSORY NOTE --------------- $865,000 JUNE 21, 1996 FOR VALUE RECEIVED, the undersigned, MSH ENTERTAINMENT CORPORATION, a Utah corporation maintaining a place of business at 11205 Third Avenue, P.O, Box 573, Stone Harbor, New Jersey 08241 (hereinafter call the "Maker"), promises to pay to the order of Christopher Haigh, at San Francisco, California (hereinafter called the "Payee"), at the Payee's aforementioned address, or at such other place as the Payee may designate in writing to the Maker, in lawful money of the United States of America, the principal sum of EIGHT HUNDRED AND SIXTY-FIVE THOUSAND ($865,000) DOLLARS, together with 10% simple interest calculated on the basis of a 365-day year and the actual number of days elapsed, which principal along with accrued interest the

Msh Entertainment Corp /Ca/ – ARTICLES OF INCORPORATION (April 4th, 1997)

EXHIBIT 3.1 ARTICLES OF INCORPORATION OF RAILSIDE, INC. We, the undersigned natural persons of the age of twenty-one or more, acting as incorporators of a corporation under the Utah Business Corporation Act, (hereinafter called the "Act"), adopt the following Articles of Incorporation for such corporation: ARTICLE I Name ---- The name of the corporation (hereinafter called the "Corporation"), is Railside, Inc. ARTICLE II Period of Duration ------------------ The period of duration of the Corporation is perpetual. ARTICLE I

Msh Entertainment Corp /Ca/ – EMPLOYMENT AGREEMENT (April 4th, 1997)

EXHIBIT 10.3 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is made and entered into as of the 7th day of June, 1996, by and between MSH ENTERTAINMENT CORPORATION, a Utah corporation (the "Company"), and Christopher Haigh (the "Executive"). ------- --------- PRELIMINARY STATEMENTS: ---------------------- A. The Executive is currently employed as President of East End Productions, Inc. and East End Communications, Inc. and J.B. Dubs, Inc., each of which is a California corporation (collectively, "EEP"). B. The Executive possesses intimate knowledge of the business and affairs of EEP, its policies, methods and personnel. C. The Company, EEP, and the Executive (as agent and attorney-in-fact fo

Msh Entertainment Corp /Ca/ – PARTICIPATING DEALER AGREEMENT (April 4th, 1997)

EXHIBIT 1.1 MSH ENTERTAINMENT CORPORATION Public Offering of 3,000,000 Shares of Common Stock PARTICIPATING DEALER AGREEMENT MSH Entertainment Corporation, a Utah corporation (the "Company), invites your participation as a Participating Dealer ("Participating Dealer"), in a public offering of a up to 3,000,000 shares of Common Stock, with a par value of $0.001 (the "Common Stock"), of the Company, to be offered and sold to the public at the price of $______ per share. All such shares of Common Stock are sometimes referred to herein as the "Shares." The Shares are being offered subject to the terms of this Agreement and such further instructions from the Company as may be forwarded to the Participating Dealers from time to time. The terms of the offering are more fully described in the enclos

Msh Entertainment Corp /Ca/ – EMPLOYMENT AGREEMENT (April 4th, 1997)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is made and entered into as of the 21st day of June, 1996, by and between MSH ENTERTAINMENT CORPORATION, INC., a Utah corporation (the "Company"), and Fred Aurelio (the "Executive"). PRELIMINARY STATEMENTS: ----------------------- A. The Executive is currently functioning as the Chief Financial Officer of East End Communications, Inc. ("EEC"), a California corporation. B. The Executive possesses intimate knowledge of the business and affairs of EEC, its policies, methods and personnel. C. The Company (the "Board"), EEC, and the Executive (as agent for and attorney-in-fact for the shareholders of EEC) have entered into an Agreement dat

Msh Entertainment Corp /Ca/ – PROMISSORY NOTE (April 4th, 1997)

EXHIBIT 10.11 PROMISSORY NOTE $75,000 STONE HARBOR, NEW JERSEY ------------ ---------- CITY STATE JULY 11, 1996 FOR VALUE RECEIVED, the undersigned, promises to pay to the order of MSH Entertainment Corporation ("MSHE") of 11205 Third Avenue, Stone Harbar, New Jersey 08247, in the manner hereinafter specified, the principal sum of Seventy- Five Thousand Dollars and 00/100 ($75,000) with simple interest from the date hereof at the rate of 9% per annum on the balance from time to time remaining unpaid. The said principal and all accrued interest thereon shall be payable in lawful money of the United States of America at the offices of MSHE set forth above or at such place as may hereafter be designated by written noti

Msh Entertainment Corp /Ca/ – PROMISSORY NOTE (April 4th, 1997)

EXHIBIT 10.13 PROMISSORY NOTE $ 5,000 BOCA RATON, FLORIDA ---------- ------- CITY STATE JULY 15, 1996 FOR VALUE RECEIVED, the undersigned, promises to pay to the order of MSH Entertainment Corporation ("MSHE") of 11205 Third Avenue, Stone Harbar, New Jersey 08247, in the manner hereinafter specified, the principal sum of Five Thousand Dollars and 00/100 ($5,000) with simple interest from the date hereof at the rate of 9% per annum on the balance from time to time remaining unpaid. The said principal and all accrued interest thereon shall be payable in lawful money of the United States of America at the offices of MSHE set forth above or at such place as may hereafter be designated by written notice from the holde

Msh Entertainment Corp /Ca/ – SUBSCRIPTION AGREEMENT (April 4th, 1997)

EXHIBIT 4.1 MSH ENTERTAINMENT CORPORATION SUBSCRIPTION AGREEMENT Persons interested in purchasing shares of the Common Stock of MSH ENTERTAINMENT CORPORATION (the "Shares") must complete and return this Subscription Agreement along with their check or money order to MSH ENTERTAINMENT CORPORATION, 768 Brannan Strret, San Francisco, CA 94103. If and when accepted by MSH ENTERTAINMENT CORPORATION, a Utah corporation (the "Company"), this Subscription Agreement shall constitute a subscription for shares of Common Stock of the Company. An accepted copy of this Agreement will be returned to you, and a stock certificate will be issued to you shortly thereafter. Method of Payment: Check, Money Order or Wire Transfer payable to "MSH Entertainment Corporation". I hereby irrevocably tender this Subscription Agreement for the purchase of _______ Shares at $_____ p

Msh Entertainment Corp /Ca/ – COOPERATION AGREEMENT (April 4th, 1997)

EXHIBIT 10.8 COOPERATION AGREEMENT This Cooperation Agreement ("Agreement") is made and entered into on Nov. 4, ------ 1996 ("Effective Date") by and between Intel Corporation, having a business address at 2200 Mission College Blvd., Santa Clara, California 95052-8119 (hereinafter "Intel") and MSH Entertainment Corporation, having a business address at 768 Brannan Street, San Francisco, California 94103 (hereinafter "MSH"). WHEREAS, Intel wishes to see the widespread adoption of cost-effective networked graphics rendering on personal computers, the demonstration of such capabilities through the creation of digitally created content, and the development of tools to allow production companies to use Intel Architecture platforms to develop high performance capabilities; and WHEREAS, MSH is a productio

Msh Entertainment Corp /Ca/ – EMPLOYMENT AGREEMENT (April 4th, 1997)

EXHIBIT 10.2 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is made and entered into as of the first day of January, 1997, by and between MSH ENTERTAINMENT CORPORATION, INC., a Utah corporation (the "Company"), and Jonathan Stathakis (the "Executive"). PRELIMINARY STATEMENTS: ----------------------- A. The Executive is currently functioning as a consultant to the Company. B. The Executive possesses intimate knowledge of the business and affairs of the Company, its policies, methods and personnel. C. The Board of Directors of the Company (the "Board") recognizes that the Executive has contributed to the growth and success of the Company and desires to assure the Company of the Executive's continued employment and to compensate him

Msh Entertainment Corp /Ca/ – PROMISSORY NOTE (April 4th, 1997)

EXHIBIT 10.14 PROMISSORY NOTE $ 30,000 MIAMI, FLORIDA ----- ------- CITY STATE JULY 11, 1996 FOR VALUE RECEIVED, the undersigned, promises to pay to the order of MSH Entertainment Corporation ("MSHE") of 11205 Third Avenue, Stone Harbar, New Jersey 08247, in the manner hereinafter specified, the principal sum of Thirty Thousand Dollars and 00/100 ($30,000) with simple interest from the date hereof at the rate of 9% per annum on the balance from time to time remaining unpaid. The said principal and all accrued interest thereon shall be payable in lawful money of the United States of America at the offices of MSHE set forth above or at such place as may hereafter be designated by written notice from the holder to the make

Msh Entertainment Corp /Ca/ – AGREEMENT (April 4th, 1997)

EXHIBIT 10.9 AGREEMENT --------- This AGREEMENT made this 1st day of November, 1996 between MSH Entertainment Corporation, Inc. ( hereinafter referred to as "MSHE"), a Utah corporation whose address is 768 Brannan Street, San Francisco, California 94103 and Abrams/Gentile Entertainment, Inc. (referred to as "AGE"), whose address is 244 West 54th Street, 9th floor, New York, New York, 10019 (with MSHE and AGE being collectively called "Parties"). WITNESSETH ---------- WHEREAS AGE warrants and represents that AGE owns all the rights, title and interest, including all materials including, but not limited to, scripts, story ideas, treatments, adaptations, trademarks, toy designs, merchandising and the titles, characters, drawings, plots, themes and storylines for a proposed tele

Msh Entertainment Corp /Ca/ – PROMISSORY NOTE (April 4th, 1997)

EXHIBIT 10.12 PROMISSORY NOTE $ 10,000 STAMFORD, CONNECTICUT -------- ----------- CITY STATE JULY 11, 1996 FOR VALUE RECEIVED, the undersigned, promises to pay to the order of MSH Entertainment Corporation ("MSHE") of 11205 Third Avenue, Stone Harbar, New Jersey 08247, in the manner hereinafter specified, the principal sum of Ten Thousand Dollars and 00/100 ($10,000) with simple interest from the date hereof at the rate of 9% per annum on the balance from time to time remaining unpaid. The said principal and all accrued interest thereon shall be payable in lawful money of the United States of America at the offices of MSHE set forth above or at such place as may hereafter be designated by written notice from t

Msh Entertainment Corp /Ca/ – COOPERATION AGREEMENT (April 4th, 1997)

EXHIBIT 10.10 COOPERATION AGREEMENT between HAPPY ZONE ENTERTAINMENT CORPORATION (HZE) AS SPONSOR and MSH ENTERTAINMENT CORPORATION (MSHE) AS CONTRACTOR THIS COOPERATION AGREEMENT ("Agreement") is made and entered into this 1st day of September 1996, by and between Happy Zone Entertainment Corporation (HZE) a California corporation, (hereinafter "Sponsor") and MSH Entertainment Corporation (MSHE) a Utah corporation, (hereinafter "Contractor"): WITNESSETH: WHEREAS, Sponsor desires to engage Contractor from time to time pursuant to one or more Project Work Statements to develop, create, test, and deliver certain programming materials as works made for hire, and Contractor is interested in accepting such engagements, subject to the parties' further agreement on the scope and terms of

Msh Entertainment Corp /Ca/ – EMPLOYMENT AGREEMENT (April 4th, 1997)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is made and entered into as of this 1st day of July, 1996, by and between MSH ENTERTAINMENT CORPORATION, INC., a Utah corporation (the "Company"), and Robert Maerz (the "Executive"). Preliminary Statements: ----------------------- A. The Executive is currently functioning as the Chairman of the Board ("Chairman") and the Chief Executive Officer ("CEO") of the Company. B. The Executive possesses intimate knowledge of the business and affairs of the Company, its policies, methods and personnel. C. The Board of Directors of the Company (the "Board") recognizes that the Executive has contributed to the growth and success of

Msh Entertainment Corp /Ca/ – CREDIT AGREEMENT (April 4th, 1997)

EXHIBIT 10.7 CREDIT AGREEMENT ---------------- This Credit Agreement is entered into as of the 11th day of December, 1996 by and between Robert Pozner, a US citizen ("Lenders") and MSH Entertainment Corporation, a Utah corporation ("Borrower"). RECITALS: --------- A. Lender is an experienced investor and a USA citizen; and B. Due to the working capital needs of Borrower, Lender has agreed to make a loan of capital to Borrower, with the borrowings to be convertible into Common Stock of Borrower upon the completion of certain events. Now, therefore, the parties agree as follows: 1. Loan ---- 1.1 Amount of Loan. Lender hereby loans to Borrower the amount of --------------- USD $200,00

Msh Entertainment Corp /Ca/ – 1996 Stock Option Plan (April 4th, 1997)

EXHIBIT 10.6 MSH ENTERTAINMENT CORPORATION 1996 Stock Option Plan ---------------------- 1. PURPOSE. The Plan is intended to provide incentive to key employees and ------- directors of the Company, to encourage proprietary interest in the Company, to encourage such key employees to remain in the employ of the Company, and to attract new employees with outstanding qualifications. 2. DEFINITIONS. ----------- (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Committee" shall mean the committee, if any, appointed by the Board in accordance with Section 4 of the Plan. (d) "Common Stock" shall mean the Common St