EXHIBIT 10.20 AGREEMENT BETWEEN XXXXXXXX DIGICOM AND INTERNATIONAL TELEVISION
FILM PRODUCTION, INC.
AGREEMENT OF THE PARTIES
HARRS AGREEMENT is made and entered into by and between Xxxxxxxx Digicom, Inc.
(hereinafter "XXXX"), a Nevada Corporation, with it's operation offices at 0000
Xxxxxxxx Xxxxxx, Xxxxx 0-000, Xxxxx Xxxx, Xxxxxxxxxx 00000 and International
Television Film Production, Inc. (hereinafter " ITFP"), a Nevada Corporation
with office at 00000 Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxx, XX 00000.
WHEREAS, the Parties intent to enter into an agreement and wish to engage
in the business of marketing an existing film inventory of nine (9) Docudramas
as per exhibit A attached, that is presently owned by ITFP and has clean clear
title of all liens and encumbrances. This agreement superseded any and other
previous agreement signed by either party. It is also anticipated that the
corporation may also produce additional films as needed; and
WHEREAS, the Parties intend that ITFP will be acquired by XXXX in a direct
stock swap.
NOWTHEREFORE, in consideration of the mutual promises and covenants
exchange herein and other good valuable consideration the receipt and
sufficiency of which is hereby acknowledged, XXXX and ITFP agree as follows:
1. The entire stock in ITFP is to be owned one hundred percent (100%) by XXXX
in exchange for shares of common shares of XXXX, the public company.
2. This transaction is intended to be a tax-free exchange.
3. Don Como shall be required to be retained as a consultant to ITFP and
Xxxxxxxx Digicom for a period not less than six months and further agree to
work with ITFP and Xxxxxxxx to find other potential acquisitions of
communications/entertainment products and services at a rate of $100 per day as
requested in writing and reimbursement of expenses, plus a 3% of value of
transaction as a finders fee payable in stock for any additional acquisitions.
4. ITFP is the owner of the assets listed as exhibit A attached hereto, and
have understood that ownership of these assets are being transferred to XXXX in
this transaction. It is further understood that Don Como and National Sales
Corps, A Pure Trust will receive equally split shares of common class no
restricted in accordance the SEC, the public company for one hundred percent
(100%) of the stock of ITFP and clean, clear title to all rights, title,
pending contracts, previous contracts or any other type of income received from
the library as shown in exhibits A.
5. The Parties shall each make available to each other, and their respective
officers, directors, attorneys, representatives and accountants, such
documents, reports, and other information as may be reasonably requested to
consummate the several transactions contemplated herein. Any information
received by or on behalf of any investigating party shall be deemed
confidential information in accordance with the provision of the following
paragraph.
6. Each of the Parties hereto shall, and shall cause their respective
officers, directors, attorneys, representatives, employees, shareholders,
affiliates and agents, to keep confidential as proprietary and privileged
information, the negotiations of the Parties respecting the consummation of the
transaction contemplated hereby, and any other item which may be expressly
identified or noticed as confidential. Notwithstanding the confidential
information in order to proceed with the transaction contemplated hereby.
7. The foregoing Agreement is the entire agreement of the Parties with respect
to the subject matter hereof, superseding any previous oral or written
communications, representations, understandings or agreements, this Agreement
may be modified only by a writing signed by all parties to this agreement.
8. The Parties represent and warrant that they have the requisite power and
authority to enter into the definitive agreements contemplated by this
Agreement and that engagement of this agreement will not violate any of the
respective Parties' by-laws, articles of incorporation, or the terms of any
contract, indenture or mortgage to which any of the Parties is subject to.
9. The Parties hereby state that they, having the benefit of legal counsel,
fully understand the terms and conditions of this Agreement.
10. Should any part, term or provision of this Agreement, except material
breach items be determined by any tribunal, court or arbitrator to be illegal
or invalid, the invalid, the validity of the remaining parts, terms or
provision shall not be affected thereby, and the illegal or invalid part, term
or provision shall be deemed not to be part of this agreement.
11. The parties agree that the failure of a Party at any time to require
performance of any provision of this Agreement shall not affect, diminish,
obviate or void in any way the Parties' full right or ability to require
performance of the same or any other provision of this Agreement at anytime
thereafter.
12. The parties agree that this Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one in the same instrument.
13. The issuance of stock shall be based upon the final book value approved by
the company's audit firm and/or governing body such as the SEC. Stock shall be
issued based on the book value of monthly average closing price during the same
month the assets of ITFP are accepted and booked.
14. The Agreement shall be governed by the laws of the State of Nevada and
shall effect as a sealed instrument.
WHEREAS, the Parties have read the above agreement and attest that they fully
understood and knowingly accept its provisions in their entirety without
reservation.
/S/DON COMO
DON COMO
International Television Film Production, Inc.
Dated: 12-10-99
/S/XXXX X. XXXX
XXXX X. XXXX
Director
Xxxxxxxx Digicom, Inc.
Dated: 12-10-99
/S/XXXXXX XXXXXXX
XXXXXX XXXXXXX
Director
Xxxxxxxx Digicom, Inc.
Dated: 12-30-99
Effective: 12-10-99
Enclosure A
