EXHIBIT 10.14
ENTERTAINMENT UNIVERSE, INC.
000 Xxxxx XxXxxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
April 6, 1999
E. P. Opportunity Fund, L.L.C.
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
This letter confirms, and reduces to writing, our agreements that,
commencing on the date hereof and until such time that EP Opportunity Fund,
L.L.C. ("EP") no longer owns any shares of Series A 6% Convertible Preferred
Stock ("Preferred Stock") of Entertainment Universe, Inc. (the "Company") (such
period hereinafter being referred to as the "Preferred Stock Period"), EP shall
have the right to have one person of its choosing serve as a director of the
Company. Accordingly, to effectuate the forgoing, the following shall be
applicable during the Preferred Stock Period:
1. EP shall be entitled to nominate one person to the board of
directors of the Company;
2. Xxxx Xxxxxxxxx agrees to vote all shares of stock of the Company
owned by him for the election of the person nominated by EP to the board
of directors of the Company;
3. To the extent required, the by-laws and Articles (or Certificate)
of Incorporation of the Company will be amended to increase the number of
directors on the Board so that the person nominated by EP can serve; and
4. Any director nominated by EP shall finish his or her term
regardless whether the Preferred Stock Period ends during such person's
term as a director.
In addition, for a period of two (2) years, commencing on the date of EP's
purchase of the Preferred Stock, in any public offering of securities made by
the Company during such period, EP shall have the right to purchase One Million
Dollars ($1,000,000) of such securities; provided, however, it is agreed and
understood that EP may, in its sole discretion, elect to purchase less than such
amount. Any election by EP to purchase less than the entire
E. P. Opportunity Fund, L.L.C.
April 6, 1999
Page 2
One Million Dollars ($1,000,000) of such securities that it has the right to
purchase shall not be, or be deemed to be, a waiver of its right to purchase One
Million Dollars ($1,000,000) of securities in any subsequent offering by the
Company.
The Company understands that this agreement was a material inducement to
EP to purchase shares of the Company's Preferred Stock and, without it, EP would
not have made such purchase.
The Company shall assign this Letter Agreement to Motorcycle Centers of
America, Inc. ("MC"), or such other company that it engages in a stock for stock
exchange, on or prior to the date that EP purchases shares of Preferred Stock of
the Company. From and after the date of assignment, reference herein to
"Company" shall mean and refer to MC or such other company with which the
Company engages in a stock for stock exchange.
Very Truly yours,
ENTERTAINMENT UNIVERSE, INC.
By: /s/ Xxxx Xxxxxxxxx
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Its: Chairman
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I hereby agree to the foregoing provisions of this Letter Agreement.
/s/ Xxxx Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Date: April 6, 1999
The undersigned hereby assigns this Letter Agreement to Motorcycle Centers of
America, Inc., effective on the 16 day of April, 1999 and agrees to all of its
provisions.
ENTERTAINMENT UNIVERSE, INC.
By: /s/ Xxxx Xxxxxxxxx
------------------------
Its: Chairman
-----------------------
E. P. Opportunity Fund, L.L.C.
April 6, 1999
Page 3
The undersigned hereby accepts the assignment of this Letter Agreement from
Entertainment Universe, Inc. on the 16 day of April, 0000
XXXXXXXXXX XXXXXXX XX XXXXXXX, INC.
By: /s/ Xxxx Xxxxxxxxx
------------------------
Its: Chairman
-----------------------
Date: April 16, 1999
ENTERTAINMENT UNIVERSE
CONTRACT OF EMPLOYMENT
"ADDENDUM"
Vacation
In your role, you will be entitled to four weeks vacation.
Xxxxxxx X. Xxxxxx
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Employee Name (Print)
/s/ Xxxxxxx X. Xxxxxx 3-31-99
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Employee Signature Date
00 Xxxxx Xxxx Xxxxx
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Xxxxxx Xxxxxxx Xxx. # Xxxxx
Xxxxxxxx XX 00000
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City State Zip Code
Entertainment Universe - CONFIDENTIAL
