EXHIBIT 6.10
Total Film Group, Inc.
Promissory Note Conversion Agreement
This Agreement is entered into today between Total Film Group, Inc. and the
holders of $4 million of its Promissory Notes including The Orbiter Fund or
its designee in the amount of $2 million, Lancer Offshore in the amount of
$1,800,000, Xxxxx Xxxxx in the amount of $50,000, Xxxxx Xxxxx in the amount
of $50,000, Xxxxxx Xxxxxx in the amount of $50,000 and Capital Research Ltd
in the amount of $50,000.
Total Film Group and the above lenders have agreed to a modification of the
existing Agreements to facilitate a conversion into common shares upon the
signing of this Agreement. The modifications are as follows:
- Conversion of the $4 million in Notes 2,936,667 unregistered common
shares of Total Film Group
- Interest accrued Forgiven
- Transaction Fee 2% cash fee payable to
Capital Research Ltd.
The conversion of the Notes does not release Total Film Group from issuing the
shares outstanding from the issuance of the $2 million Convertible Promissory
Notes to Lancer Offshore and others.
On behalf of Lenders: The Orbiter Fund /s/ Xxxxxxx Xxxxx
Lancer Offshore /s/ Xxxxxxx Xxxxx
Xxxxx Xxxxx /s/ Xxxxx X. Xxxxx
Xxxxx Xxxxx /s/ Xxxxx Xxxxx
Capital Research /s/ Xxxxx X. Xxxxx
On behalf of Total Film: Xxxxxx Xxxxx /s/ Xxxxxx Xxxxx
Dated this 28th day of February 2000
