EXHIBIT 6.35 As of November 17, 1999 1st Mr. Inc. c/o Total Film Group Inc. 9107 Wilshire Blvd., Suite #475 Beverly Hills, CA 90210 Attn: Gerald Green Re: "MY FIRST MISTER" Gentlemen: This letter confirms the agreement between Paramount Classics...Total Film Group Inc • April 5th, 2000 • California
EXHIBIT 6.34 As of November 17, 1999 Alma U.K. Production, Limited c/o Total Film Group Inc. 9107 Wilshire Blvd., Suite #475 Beverly Hills, CA 90210 Attn: Gerald Green Re: "BRIDE OF THE WIND" Gentlemen: This letter confirms the agreement between...Total Film Group Inc • April 5th, 2000 • California
EXHIBIT 6.11 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND NO SALE OR TRANSFER THEREOF MAY BE...Total Film Group Inc • April 5th, 2000 • California
EXHIBIT 6.16 As of December 23, 1998 Mr. Dan Michel 12533 San Vicente Boulevard Los Angeles, California 90049 Mr. Howard Russo 327 10th Street Santa Monica, California 90402 Re: Michel/Russo, Inc./Stock Purchase Dear Dan and Howard: This letter will...Total Film Group Inc • April 5th, 2000 • California
EXHIBIT 2.3 AGREEMENT OF PURCHASE AND SALE 1. DATE AND PARTIES This Agreement is dated June 29, 2001 and is entered into by and between Total Creative, Inc., a ___________ corporation ("TCI"), 9107 Wilshire Boulevard, Mezzanine, Beverly Hills,...Agreement of Purchase and Sale • January 10th, 2002 • Total Film Group Inc • California
EXHIBIT 2.4 AGREEMENT 1. DATE AND PARTIES This Agreement is dated as of July 1, 2001 and is entered into by and between Total Film Group, Inc., a Delaware corporation ("Total Film"), 9107 Wilshire Boulevard, #475, Beverly Hills, California 90210, fax...Agreement • January 10th, 2002 • Total Film Group Inc • California
EXHIBIT 6.10 Total Film Group, Inc. Promissory Note Conversion Agreement This Agreement is entered into today between Total Film Group, Inc. and the holders of $4 million of its Promissory Notes including The Orbiter Fund or its designee in the amount...Conversion Agreement • April 5th, 2000 • Total Film Group Inc
This Agreement is entered into today between Total Film Group, Inc. and the holders of $4 million of its Promissory Notes including The Orbiter Fund or its designee in the amount of $2 million, Lancer Offshore in the amount of $1,800,000, Bruce Cowen in the amount of $50,000, James Kelly in the amount of $50,000, Martin Garvey in the amount of $50,000 and Capital Research Ltd in the amount of $50,000.
OFRegistration Rights Agreement • April 5th, 2000 • Total Film Group Inc • California
MEMORANDUM OF AGREEMENTMemorandum of Agreement • December 20th, 2000 • Total Film Group Inc • New York
AGREEMENT RE SALE OF INTEREST IN SKYROCKET, LLCAgreement • April 5th, 2000 • Total Film Group Inc • California
RECITALS:Non-Qualified Stock Option • April 5th, 2000 • Total Film Group Inc
EXHIBIT 6.36 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made as of this 19th day of November 1999, by and between Total Film Group (the "Company") and JBRG Consultants. NOW, THEREFORE, for good and valuable consideration the...Consulting Agreement • April 5th, 2000 • Total Film Group Inc • California
EXHIBIT 6.29 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is entered into as of the 16th day of December, 1999, by and among U.S. BUSINESS NETWORK, INC., a Delaware corporation, which does business as "MeetChina.com" (the "Corporation"),...Stock Purchase Agreement • April 5th, 2000 • Total Film Group Inc • California
EXHIBIT 6.32 PRODUCER AGREEMENT "CHICK FLICK" / PATRICIA GREEN The following are the terms and conditions of the agreement ("Agreement") dated as of September 29, 1997 between TOTAL MEDIA CORPORATION ("Producer") and PATRICIA GREEN ("Artist") (Social...Producer Agreement • April 5th, 2000 • Total Film Group Inc • California
RECITALS:Agreement and Plan of Reorganization • April 5th, 2000 • Total Film Group Inc
STOCK OPTIONStock Option • April 5th, 2000 • Total Film Group Inc
EXHIBIT 6.33 STANDARD OFFICE LEASE-GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Basic Lease Provisions ("Basic Lease Provisions") 1.1 Parties: This Lease, dated, for reference purposes only, February 28, 1997. Is made by and Between Daishin...Office Lease • April 5th, 2000 • Total Film Group Inc
EXHIBIT 6.43 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of November 6, 2000, by and between Total Film Group, Inc. a Delaware corporation ("Employer") and Peter Dattilo ("Employee") with reference to...Employment Agreement • December 20th, 2000 • Total Film Group Inc • California
OFRegistration Rights Agreement • December 20th, 2000 • Total Film Group Inc • New York
SHORT FORM LOAN AGREEMENTForm Loan Agreement • October 13th, 2000 • Total Film Group Inc
EXHIBIT 6.33 STANDARD OFFICE LEASE--GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Basic Lease Provisions ('Basic Lease Provisions") 1.1 Parties: This Lease, dated, for reference purposes only, April 25, 2000 is made by and between Daishin U. S...Office Lease • December 20th, 2000 • Total Film Group Inc
RECITALSRelease Agreement • June 15th, 2001 • Total Film Group Inc • California
EXHIBIT 6.13 RIGHT OF FIRST REFUSAL AGREEMENT THIS AGREEMENT made this 29th day of October, 1999, between Total China, Inc. (the "Corporation"), a Delaware corporation with offices 9107 Wilshire Blvd., Suite 475, Beverly Hills, CA 90210 and each party...Right of First Refusal Agreement • April 5th, 2000 • Total Film Group Inc • California
EXHIBIT 2.5 TFG LETTERHEAD September 10, 2001 Mr. Mark Armstrong President Match Creative, LLC 9107 Wilshire Blvd. Mezzanine Beverly Hills, CA 90210 Re: MATCH CREATIVE, LLC Dear Mr. Armstrong: This letter agreement will act to amend the agreement...Letter Agreement • January 10th, 2002 • Total Film Group Inc
This letter agreement will act to amend the agreement dated as of July 1, 2001 (the "Agreement") between Total Film Group, Inc. ("TFG") on the one hand and yourself ("Armstrong") on the other hand relating to the limited liability corporation known as Match Creative, LLC. ("Match").
EXHIBIT 6.30 EXECUTIVE PRODUCER AGREEMENT "SUNDOWNING" GERALD GREEN The following are the terms and conditions of the agreement ("Agreement") dated as of July 29,1998 between SUNDOWNING, INC. (producer), a Nevada corporation, and TOTAL FILM GROUP,...Producer Agreement • April 5th, 2000 • Total Film Group Inc • California
EXHIBIT 6.17 EMPLOYMENT AGREEMENT 1. Date and Parties THIS EMPLOYMENT AGREEMENT ("Agreement") is dated as of September 15, 1999, by and between TOTAL FILM GROUP INC., a Delaware corporation, with its principal place of business at 9107 Wilshire...Employment Agreement • April 5th, 2000 • Total Film Group Inc • California
EXHIBIT 6.40 As of August 2, 1999 Cinergi Pictures Entertainment, Inc. Mr. Mario Kassar 2308 Broadway Santa Monica, Ca. 90404-2916 Re: FOREIGN SALES AGREEMENT Gentlepersons: Further to our conversations, this letter shall briefly outline the terms of...Assignment Agreement • July 25th, 2000 • Total Film Group Inc
BERWIN LEIGHTONTotal Film Group Inc • April 5th, 2000 • England
OFRegistration Rights Agreement • December 20th, 2000 • Total Film Group Inc • New York
EXHIBIT 6.5 TOTAL FILM GROUP, INC. (A Delaware Corporation) WARRANT CERTIFICATE WARRANT NUMBER: _____NUMBER OF WARRANTS: ________ FOR VALUE RECEIVED, Total Film Group, Inc. (the "Company"), a Delaware corporation, hereby certifies that The Orbiter...Total Film Group Inc • July 25th, 2000
February 9, 1999 The Orbiter Fund 980 Post Road East Westport, CT 06880 Re: Two Million Dollar Bridge Loan Dear Orbiter Fund: This letter is to confirm our agreement in which The Orbiter Fund (the "FUND") and Total Film Group ("TFG") hereby agree as...Total Film Group Inc • April 5th, 2000
EXHIBIT 6.39 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Option") is granted this 15th day of May 2000, by Total Film Group, Inc., a Delaware corporation, (the "Company") pursuant to a resolution of the Board of Directors of the Company...Stock Option Agreement • July 25th, 2000 • Total Film Group Inc
