January 24, 2000
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 the Principals or 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's principals have agreed to offer for sale 806,250
shares of common stock representing fifteen percent (15%) of
its issued and outstanding shares.
B. MSH has agreed to accept such offer and purchase 806,250
shares of Aston Common Stock from said principals for the
agreed upon purchase price of $1,007,812.00.
C. The parties have agreed that the $1,007,812.00 will be paid as
follows: Twenty-five percent (25%) of the purchase price
representing $251,953.00 shall be paid in US currency and the
remaining seventy-five percent (75%) of the purchase price
representing $755,859.00 shall be paid with the transfer to
Aston's principals the amount of 2,099,608 shares of MSH
Common Stock (valued at $503,906.00) and the transfer to
Aston's principals of 125,976 shares of Kids&Family, Inc.
common shares (valued at $251,953.00).
If after one year from the principals investment in Kids & Family of
$251,953.00, Kids & Family has not made a public offering for its common shares
of stock, said Aston principal investor(s) shall have the right to convert all
or a portion thereof of said investment, into MSHE common stock. Said conversion
price of
MSHB stock shall be at .24 per share. If after one year of the date herein, Kids
& Family has not made a public offering for its common shares of stock, and said
Aston principals investor(s) are satisfied with the investment in Kids & Family,
they may keep their investment in Kids & Family and said investment will start
to accrue interest immediately thereafter at 8% per annum.
D. The parties have agreed that this transaction will be funded
as follows.
(1) The stock portion of this transaction shall commence an
the closing dare of February 1, 2000, 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 be paid to
Aston 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 February 1, 2000 or other such date as mutually
agreed upon.
B. The parties agree that the monetary funding portion of this
transaction shall be paid to Aston over the next sixty days as
the funds become available.
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 and MSH has requested
that Aston provide audited financials fur the year ending
1999.
4. Additional Documents:
A. Aston agrees to provide MSH with the following items pursuant
to this transaction:
* A stock purchase agreement
* The approval of the Board of Directors
* Audited financial statements for year end 1999
B. MSH agrees to provide Aston with the following items pursuant
to this transaction:
* A letter of assurance that MSH doesn't have any plans
for a reverse split of common stock at this time
* An anti-dilution agreement stating the following:
if MSH issues additional shares of common stock1
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
the stock pursuant to the date of 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 supersedes 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 that 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, understood and executed this Agreement
freely and voluntarily. By signing in the spaces provided below, the Parties
accept and agree to all the tams and conditions of this Agreement.
In Witness Whereof the Parties hereto have caused this Agreement to be duly
executed.
/s/ Xxxxxx X. Xxxxx /s/ 2/1/2000
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Xxxxxx X. Xxxxx - Chariman\CEO Today's Date
MSH Entertainment Corporation
/s/ Xxxxxxx X. Xxxxx /s/ 2/1/2000
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Xxxxxxx X. Xxxxx - Principal\CEO Today's Date
Aston Entertainment Group, Inc.
/s/ Xxxx X. Xxxxxx /s/ 2/1/2000
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Xxxx X. Xxxxxx - Principal\COO Today's Date
Aston Entertainment Group, Inc.
Addendum to Acquisition Agreement
THIS ADDENDUM is made this 15th day of February, 2000 between Aston
Entertainment Group, Inc., (Aston) and MSH Entertainment Corporation, (MSH).
WHEREAS, it is agreed to by the parties that under section 1, Stock
Purchase, item C pursuant to the Acquisition Letter of Agreement dated January
24th, 2000, and executed on February 1st, 2000, shall be revised as follows:
The parties have agreed that the $1,007,812.00 will be paid as follows: Fifty
percent (50%) of the purchase price representing $503,906.00 shall be paid in US
currency and the remaining Fifty percent (50%) of the purchase price
representing $503,906.00 shall be paid with the transfer to Aston's principals
the amount of 2,099,608 shares of MSH Common Stock and the transfer to Aston's
principals of 125,976 shares of Kids&Family, Inc. common stock.
In Witness Whereof the Parties hereto have caused this Addendum to be duly
executed.
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxx
Aston Entertainment Group, Inc. MSH Entertainment Corporation