1 October, 1999 Dear Sirs, FOCUSED MEDIA LIMITED (THE "COMPANY") Further to the proposed subscription by Cycad Financial Holdings Limited ("Cycad") of shares in the Company under a subscription and shareholders agreement (the "Agreement"), dated 30...Beverly Hills LTD Inc • June 19th, 2000 • Non-operating establishments
PREAMBLEStock Purchase Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments • New York
WITNESSETHEmployment Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments • Florida
OPTION AGREEMENT [LETTERHEAD] 2 THIS AGREEMENT is made on the 12th day of July 1999Option Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments • England
1 EXHIBIT 10.25 ADDENDUM TO ASSIGNMENT AND ASSUMPTION AGREEMENT The Assignment and Assumption Agreement of even date herewith, made by, between and among Golf Where, LLC ("Assignor"), Philip Kenny ("Kenny"), Blair Subry ("Subry"), and Beverly Hills,...Assignment and Assumption Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments
WITNESSETHSettlement Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments • Florida
1 EXHIBIT 2.04 STOCK PURCHASE AGREEMENT THIS IS A STOCK PURCHASE AGREEMENT (the "Agreement") dated January 26, 1999, by and between BEVERLY HILLS, LTD., a Utah corporation (the "Buyer") and RANDAL J. PERSONETT (the"Seller"), with respect to the...Stock Purchase Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments • Florida
1 EXHIBIT 10.08 FROM CNBC SPORTS INTERNATIONAL LIMITED 56 Ennismore Gardens Knightsbridge London SW7 1AJ ("CNBC SPORTS") TO: (1) FOCUSED MEDIA LIMITED Carndonagh (c/o Michael White, Solicitors) County Donegal Ireland ("FOCUSED MEDIA") (2) BEVERLY...Beverly Hills LTD Inc • June 19th, 2000 • Non-operating establishments
1 EXHIBIT 10.01 LOAN AND SECURITY AGREEMENT I. Definitions. As used herein: A. "Date of Agreement" is: March 18, 1999.Loan and Security Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments
EXHIBIT 10.06 [MACKENZIE SHEA INC. LETTERHEAD] AGREEMENT TO ENGAGE MACKENZIE SHEA, INC. ("MSI") AS BUSINESS CONSULTANTS FOR BEVERLY HILLS LTD., INC. ("BHL") On the basis of previous telephone conversations and meetings between Beverly Hills Limited,...Beverly Hills LTD Inc • June 19th, 2000 • Non-operating establishments
1 EXHIBIT 10.11 MODIFICATION AGREEMENT dated 26th day of October 1999 Reference is made to the Shareholders' and Subscription Agreement dated 30 September 1999 between CNBC Sports International Limited, Focused Media Limited ("Focused Media"), Beverly...Modification Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments
1 EXHIBIT 2.03 STOCK PURCHASE AGREEMENT THIS IS A STOCK PURCHASE AGREEMENT (the "Agreement") dated January 26, 1999, by and between BEVERLY HILLS, LTD., a Utah corporation (the "Buyer") and RANDAL J. PERSONETT (the"Seller"), with respect to the...Stock Purchase Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments • Florida
EXHIBIT 2.05 ACQUISITION AGREEMENT THIS AGREEMENT ("Agreement") is made and dated March 3, 1999, by and between BEVERLY HILLS, LTD., a Utah corporation ("BHL") and LIAM GALLAGHER ("Gallagher"), individually and as the authorized agent for and on...Acquisition Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments • Georgia
DENTON HALL FIVE CHANCERY LANE CLIFFORD'S INN LONDON EC4A IBU FAX: 0171-404-0087 TEL: 0171-242-1212 2 CONTENTSSubscription and Shareholders' Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments • England
1 EXHIBIT 10.03 ADDENDUM TO STOCK PURCHASE AGREEMENT MADE and executed as of the 1st day of April, 1999. Reference is made to that certain Stock Purchase Agreement (the "Agreement") dated March 18, 1999, by, between and among BEVERLY HILLS, LTD., a...Stock Purchase Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments
AGREEMENT AND PLAN OF REORGANIZATION ------------------------------------------ -------------------------------------- AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") among KEYNOTE ACQUISITION CORPORATION, a Delaware corporation ("Keynote"),...Agreement and Plan of Reorganization • March 10th, 2000 • Keynote Acquisition Corp • Non-operating establishments • Delaware
CLIFF WILDESEmployment Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments • Florida
BEVERLY HILLS LTD., INC. 16 N. FT. HARRISON CLEARWATER, FL 33755 February 17, 2000 Keynote Acquisition Corporation 1504 R Street, NW Washington, D.C. 20009 -and- TPG Capital Corporation 1504 R Street, NW Washington, D.C. 20009 Re: Agreement and Plan...Keynote Acquisition Corp • March 10th, 2000 • Non-operating establishments
1 EXHIBIT 10.22 RETAINED SERVICE AGREEMENT This RETAINED SERVICE AGREEMENT ("Agreement") is made and entered into as of the 15th day of November, 1999 and between Beverly Hills Limited ("BLTD"), a Utah corporation located at 16 N. Ft. Harrison,...Retained Service Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments
EXHIBIT 10.27 [SPORTS BYLINE USA LETTERHEAD] July 30, 1999 Marc Barhonovich Equity Advisors 3837 North Dale #194 Tampa, FL 33624 Dear Marc: As you suggested, here is another agreement (Attachment A) reflecting our airtime plus internet advertising...Beverly Hills LTD Inc • June 19th, 2000 • Non-operating establishments
1 EXHIBIT 10.28 [BEVERLY HILLS LTD. LETTERHEAD] September 8, 1999 Charlie Coane, VP Sales and Marketing Sports Byline USA, Inc. 300 Broadway San Francisco, California RE: Airtime and Internet Advertising Agreement Dear Mr. Coane: Marc Barhonovich has...Beverly Hills LTD Inc • June 19th, 2000 • Non-operating establishments
WITNESSETH:Closing Agreement • June 19th, 2000 • Beverly Hills LTD Inc • Non-operating establishments
1 EXHIBIT 10.20 FROM: CNBC SPORTS INTERNATIONAL LIMITED 56 Ennismore Gardens Knightsbridge London SW7 1AJ ("CNBC SPORTS") TO: (1) FOCUSED MEDIA LIMITED Carndonagh (c/o Michael White, Solicitors) County Donegal Ireland ("FOCUSED MEDIA") (2) BEVERLEY...Beverly Hills LTD Inc • June 19th, 2000 • Non-operating establishments
