XXXXXX XXXXXX
c/o ABRAMS/XXXXXXX ENTERTAINMENT, INC.
000 XXXX 00XX XXXXXX
XXX XXXX, XX 00000
January 28, 0000
XXX Xxxxxxxxxxxxx Corporation
000 Xxxxx Xxxx Xxxx.
Xxxxx Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxx, Chairman
Dear Xx. Xxxxx:
Reference is made to that certain Stock Purchase Agreement (the
"Agreement") as amended by Letter Agreements dated September 4, 1998, September
24, 1998, October 1, 1998 and January 21, 1999 (the "Amendments) between the
undersigned, MSH Entertainment Corporation ("Buyer") and the undersigned, Xxxxxx
Xxxxxx (`Seller"). This Agreement will modify the Agreement and the Amendments;
however, except as expressly provided herein, the terms and conditions of the
Agreement and the Amendments are hereby confirmed and ratified. Seller has
agreed to extend the date of the Closing until 2 pm on February 26, 1999, on the
condition that MSH confirm the following, by signing where indicated below:
1. Buyer shall immediately transfer and deliver to Seller the
2,915,000 shares of MSH that are deliverable at the Closing pursuant to the
Agreement. If the Closing occurs on or before February 26, 1999, such shares
shall be deemed delivered as part of the Closing. If the Closing does not occur
on or before 2 pm on February 26, 1999, Seller shall be entitled to retain such
shares, without limiting any of its legal or equitable rights against Buyer.
Buyer further agrees that if the Closing does not occur as aforesaid, Buyer
shall, on May 6, 1999, exchange 500,000 freely trading shares of MSH for 500,000
of the restricted shares delivered pursuant to this Paragraph.
2. If the Closing occurs as provided herein, Buyer agrees that, with
respect to the AGE property currently known as "Open Call", Xxxxxx shall receive
35% of the net proceeds becoming payable to MSH, AGE or any of their affiliates
in connection with the exploitation of such property. For purposes of this
agreement, Buyer agrees that net proceeds shall be defined to mean gross
revenues less only out-of-pocket expenses paid to unrelated third parties which
directly relate to such exploitation.
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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