XXXXXX/XXXXXXX ENTERTAINMENT, INC.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dated September 24, 0000
XXX XXXXXXXXXXXXX CORPORATION
000 Xxxxx Xxxx Xxxxxxxxx
Xxxxx Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxx, Chairman
Dear Xx. Xxxxx:
Reference is made to that certain Stock Purchase Agreement (the
"Agreement"), as amended by the letter agreement dated September 4, 1998 (the
"Amendment"), between the undersigned, MSH Entertainment Corporation ("Buyer")
and the undersigned, Xxxxxx Xxxxxx ("Seller"). This agreement will modify the
Agreement and the Amendment; however, except as expressly provided herein, the
terms and conditions of the Agreement and the Amendment are hereby confirmed and
ratified.
I am willing to extend the date of the Closing until 3pm on September
30, 1998 on the condition that you confirm the following, by signing where
indicated below:
1.) You agree to pay me $150,000, by wire transfer received by me no
later than September 25, 1998. I agree that if you provide me with written
confirmation, satisfactory to me in my sole discretion, that such wire transfer
has been irrevocably initiated by 3 pm on September 25, 1998, I will deem
payment received, subject to my confirmation of actual receipt of such wire
transfer no later than September 28, 1998. You confirm that such payment is in
lieu of the payment due me pursuant to paragraph 8 of the Amendment, and that
such payment shall no longer be deemed a part of the purchase price for my
shares pursuant to the Agreement.
2.) Promptly following the Closing, you agree to cause AGE to transfer
and assign to Up, Up & Away, Inc. all of the rights held by AGE in the
intellectual property known as "Softcity", including the copyrights, trade marks
and trade dress rights in Softcity. I acknowledge that such assignment shall not
include the AGE's rights to receive money pursuant to AGE's current agreement
with Hasbro. I agree that, notwithstanding the transfer and assignment of
Softcity to Up, Up & Away, I shall cause Up, Up & Away to pay AGE 40% of the net
profits accruing to Up, Up & Away which arise from the exploitation of Softcity,
the terms of calculation and payment of such net profits to be negotiated
between us in good faith after the Closing.
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3.) Promptly following the Closing, you agree to cause AGE to grant Up,
Up & Away, Inc. an exclusive 2 year option to develop the intellectual property
known as "Paparazzi/Samurai". You and I agree that the terms of my right to
participate in the net proceeds of Paparazzi/Samurai shall be the same as are
applicable to the Micronauts property referred to in subparagraph 8.2.2 of the
Agreement.
4.) You agree to provide me with a producing credit on the AGE property
"Open Call", the size and placement of such credit to be consistent with
industry standards and subject to my reasonable approval.
5.) You agree that the personal guarantee granted by me to you pursuant
to Paragraph 2 of the Amendment is hereby released, and that I shall have no
further liability for such obligation of Up, Up & Away.
6.) Pursuant to our letter agreement to be executed as of the date of
the Stock Purchase Agreement, I am to be issued a warrant to purchase 500,115
shares of MSH common stock. You agree that the expiration date for such warrant
shall be November 30, 2000.
7.) You agree to increase the purchase price under the Agreement to
include an additional 500,000 shares of free trading common stock of MSH. These
500,000 shares will be provided to me pursuant to a private transaction(s) under
Rule 144, such shares to be provided by third party stockholders selected by you
at no expense to me. You agree to provide such shares to me no later than April
30, 1999.
8.) For purposes of clarification only, you acknowledge that the total
number of shares to be issued to me as part of the purchase price pursuant to
the Agreement, the Amendment and this agreement is as follows:
1.) 300,000 newly issued shares, receipt of which is
acknowledged (pursuant to the Agreement);
2.) 2,165,000 newly issued restricted shares, deliverable
at the Closing (pursuant to the Agreement);
3.) 660,000 shares of free trading common stock,
deliverable by no later than 10 am on October 19,
1998, and with respect to which I may elect to receive
cash, in my sole discretion (pursuant to the
Amendment);
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4.) 400,000 shares of newly issued restricted shares,
deliverable at the Closing (pursuant to the
Amendment); and
5.) 500,000 shares of free trading common stock,
deliverable on or after the Closing, but no later than
April 30, 1998 (pursuant to this Agreement).
Kindly indicate your confirmation below.
/s/XXXXXX XXXXXX
-----------------------------------
Xxxxxx Xxxxxx
Agreed and Confirmed:
MSH ENTERTAINMENT CORPORATION
By: /s/XXXXXX XXXXX
-----------------------------------
Xxxxxx Xxxxx, Chairman
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