EXHIBIT 2.5
TFG LETTERHEAD
September 10, 2001
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
Match Creative, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
Mezzanine
Beverly Hills, CA 90210
Re: MATCH CREATIVE, LLC
Dear ▇▇. ▇▇▇▇▇▇▇▇▇:
This letter agreement will act to amend the agreement dated as of July 1, 2001
(the "Agreement") between Total Film Group, Inc. ("TFG") on the one hand and
yourself ("Armstrong") on the other hand relating to the limited liability
corporation known as Match Creative, LLC. ("Match").
TFG agrees that it shall waive any and all interest it may have in Match,
including but not limited to its capital, profit, voting and any right to the
$40,909.60 it has contributed to the capital of Match Pursuant to the Agreement,
upon execution of this Letter Agreement.
Armstrong and Match hereby waive any rights they may have against TFG for any
and all funds remaining to be paid by TFG pursuant to the Agreement.
The parties agree that neither Match nor Armstrong has any ongoing obligation to
TFG to account for its member's interest in Match. Additionally, this agreement
shall act as Match's election to acquire TFG's interest in Match. TFG's assigns
to Armstrong all of it's interest in Match's capital, profit and voting rights
and that no further monies are due to TFG pursuant to this obligation. The
parties agree that TFG has no right to audit the books and records of Match.
The parties further understand and agree that certain administrative items need
to be handled, including but not limited to the division of the 401k account on
behalf of the employees of both TFG and Match. The parties hereby agree to
handle these matters as quickly as practicable for both sides and shall
coordinate the division of such items. Each side shall bear their own expenses
in relation to such division.
Except as set forth above, all of the other terms and conditions of the
Agreement shall remain in full force and effect. TFG agrees that none of the
remaining matters are material and shall have no effect on the terms set forth
in this letter.
Very truly yours,
Total Film Group, Inc.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
Chief Executive Officer
AGREED AND ACCEPTED:
MATCH CREATIVE, LLC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Member
