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EXHIBIT 10.15
[XXXX X. XXXXX LETTERHEAD]
March 2, 1999
Xx. Xxxxxxx Xxxxxx
Goldstar Entertainment Media
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
RE: MERGER/ACQUISITION
Dear Xx. Xxxxxx:
This Letter Agreement ("Letter of Intent") sets forth our intentions with
respect to the acquisition by Team Communications Group, Inc. ("Team") of the
majority interest of the Common Stock of Goldstar Entertainment Media
("Goldstar"). The Parties hereto agree as follows:
1. Goldstar has made available to Team, for its review, its most recent
unaudited financial statements. A material requirement of this
acquisition will be the auditing of these financial statements.
2. Team has propounded to Goldstar a due diligence check list of material
to be gathered and to be provided to Team to enable Team to commence
and, thereafter, conclude its due diligence investigation of Goldstar.
3. Team and Goldstar have entered into a mutual non-disclosure agreement
requiring that all parties maintain the possibility and proceedings of
this merger strictly confidential.
4. Upon conclusion of it's due diligence, Team and Xxxxxxxx will enter into
good faith negotiation to arrive at a mutually acceptable valuation of
Goldstar to determine the
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Xx. Xxxxxxx Xxxxxx
Goldstar Entertainment Media
March 2, 1999
Page 2
acquisition price to be paid by Team to acquire Goldstar.
5. Goldstar represents, warrants and covenants to Team that its management
has disclosed to Team, and will continue to disclose to Team, any and
all material facts which might impact the valuation of the company and
of any facts which may adversely affect Xxxxxxxx's earnings, prospects
or business which have not previously been fully disclosed to Team.
6. Goldstar will further prepared and deliver to Team its most recent
financial statements and projections constituting its best estimate of
revenues, earnings and cash flow and shall update such estimates on a
monthly basis during the due diligence period.
7. It is understood and agreed that Team's undertaking to effectuate this
acquisition will be on a reasonable "best efforts" basis, and is subject
to the ability of the parties to arrive at a mutually acceptable
purchase price, the approval of Team's Board of Directors and Team's
satisfactory conclusion of its due diligence inquiry and the results of
such due diligence inquiry, including review of audited financial
statements, being reasonably satisfactory to Team and its outside
attorneys and accountants.
8. Notwithstanding anything to the contrary herein above set forth, the
performance of Team's obligations as provided in this letter of intent,
are specifically subject to the following conditions:
a. The successful completion of the in-depth investigative
procedures to be conducted by Team in respect to Goldstar,
its operations and general performance as well as its
offices and directors (commonly referred to as "due
diligence" procedures); and
b. Results of the due diligence procedures employed by Team
being satisfactory to Team in its sole determination.
If the foregoing correctly sets forth the understanding reached between Team and
Goldstar regarding the proposed acquisition, please sign and return the enclosed
copy of this Letter of Intent within the next five (5) business days. Your
acceptance hereto also constitutes an agreement to keep this letter confidential
and not to make it or its existence known to any other
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Xx. Xxxxxxx Xxxxxx
Goldstar Entertainment Media
March 2, 1999
Page 3
potential purchasers.
Thank you.
Sincerely,
Xxxx X. Xxxxx
Chairman/CEO
ESE:ma
Enclosure
cc: Xx. Xxxx Xxxxxx
Xx. Xxxxxxx Xxxx
ACCEPTED AND AGREED TO THIS ____ DAY OF MARCH, 1999:
GOLDSTAR ENTERTAINMENT MEDIA
By: _________________________________ _____________________________
Signature Print Name
Its: _________________________________
