October 8, 1999
Fax: (000) 000-0000
Xxxxxx Xxxxx
Chief Executive Officer
MSH Entertainment Corporation
000 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Acquisition Agreement
Dear Xxx,
Based on our discussions, the following shall serve as a Deal Memorandum
incorporating the agreed upon deal points between Aston Entertainment Group,
Inc., (Aston) and MSH Entertainment Corporation, (MSH), collectively the
(Parties) pertaining to an acquisition agreement between the companies.
1. Stock Purchase:
A. Aston has agreed to offer for sale 1,075,000 shares of common
stock representing twenty percent (20%) of its issued and
outstanding shares.
B. MSH has agreed to accept such offer and purchase 1,075,000
shares of Aston's Common Stock for the agreed upon purchase
price of $860,000.00.
C. The parties have agreed that the $860,000.00 will be paid as
follows: Fifty percent (50%) of the purchase price
representing $430,000.00 shall be paid in US currency and the
remaining fifty percent 50% of the purchase price representing
$430,000.00 shall be paid with the transfer of 1,535,714
shares of MSH Common Stock to Aston.
D. The parties have agreed that this transaction will be funded
as follows:
(1) The stock portion of this transaction shall commence on
the closing date of October 22, 1999, whereby, the stock
certificates shall be issued to the respective companies upon
authorization from the Board of Directors and Shareholders, if
necessary.
(2) The monetary funding of this transaction shall commence on
the closing date of October 22, 1999, whereby, MSH shall
initially provide a down payment to Aston of $75,000 with the
remaining $355,000 paid over the next sixty days as the funds
become available.
2. Closing:
A. The parties agree that the closing date of this transaction
shall be October 22, 1999 or other such date as mutually
agreed upon.
B. The parties agree that the monetary funding portion of this
transaction will commence on October 22, 1999 or other such
date as mutually agreed upon with a down payment of $75,000,
with the balance paid on/or before December 22, 1999.
3. Acknowledgments:
A. Each party hereby acknowledges that they have been given
adequate time to perform the proper due diligence pertaining to
this transaction.
B. MSH acknowledges that they have reviewed Aston's annual
financial statements, and corporate records and are hereby
satisfied with the examinations of such.
4. Additional Documents:
A. Aston agrees to provide MSH with the following items on the
closing date of this transaction:
* A stock purchase agreement
* A letter of good standing from Aston' s Attorney pertaining
to the reorganization of the company
* A letter of good standing from the NY State tax board
* A statement showing the current status of payroll taxes
* The approval of the Board of Directors
B. MSH agrees to provide Aston with the following items on the
closing date of this transaction:
* A letter outlining the status pertaining to the filing of
Form SB2 with the SEC.
* A letter outlining the possibility of a restructure of MSH
Entertainment and how it effects the shareholders.
* A letter of assurance that MSH doesn't have any plans for a
reverse split of common stock.
* An anti-dilution agreement stating the following: if MSH
issues additional shares of common stock, or in the event
of a restructure of the company, or in the event of any
reverse split of shares, then Aston will have the option to
purchase additional shares of common stock at $.14 per
share in order to maintain its percentage ownership of
stock pursuant to this transaction.
* Copies of audited financial statements and outside
appraisals when available.
5. Entire Understanding:
A. This document represents the entire and complete agreement
between the parties hereto with respect to the subject matter
hereof and supercedes all previous agreements, understandings
or representations whether oral or written between the parties
regarding the subject matter hereof and shall remain in effect
as The Agreement and be binding on the parties until such time
as a Stock Purchase Agreement is executed, if ever.
6. Captions:
A. The captions of the various paragraphs and sections of this
Agreement are intended to be used solely for convenience of
reference and are not intended and shall not be deemed for any
purpose whatsoever to modify or explain or to be used as an
aid in the construction of any provision.
7. Amendments and Changes:
A. This agreement cannot be amended, modified or changed in any
way whatsoever except by a written instrument duly signed by
the Parties hereto.
8. Authority:
A. The parties hereto warrant and represent hat they have the
power and authority to enter into this Agreement.
9. Governing Law:
A. This Agreement shall be construed in accordance with and
governed by the laws of the State of Florida and the Parties
hereto agree that in the event of any disputes under this
Agreement, said disputes shall be subject to arbitration and
be bound by the rules and regulations of the American
Arbitration Association with respect to resolution of any
disputes arising hereunder.
The Parties herein have fully read, understand and executed this Agreement
freely and voluntarily. By signing in the spaces provided below, the Parties
accept and agree to all the terms and conditions of this Agreement.
In Witness Whereof the Parties hereto have caused this Agreement to be duly
executed.
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
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Aston Entertainment Group, Inc. MSH Entertainment Corporation
/s/ 10/8/99 /s/ 10/8/99
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Today's Date Today's Date
