AGREEMENT BETWEEN PARTIES
June 27, 2003
THIS AGREEMENT is made by and between HispanAmerica Corp., a Delaware
corporation, with its address at 0000 Xxxxxxx 00X, Xxxxx 0000X, Xx. Xxxxxxxx,
Xxxxx Xxxxxxxx, 00000 ("HA") and 3PM Entertainment, Inc., a Florida
corporation, with its address at 000 Xxxxxxx Xxxx, Xxxxx 00X, Xxxxx Xxxxx,
Xxxxxxx, 00000 ("3PM") as of the date executed and witnessed at the end of the
Agreement.
WHEREAS, HA is a consumer goods company creating, designing, manufacturing and
selling consumer goods to the Hispanic consumer and an investment company;
WHEREAS, HA is interested in accessing certain human resources and creative
capital sources and investment to aid in its vision;
WHEREAS, 3PM is a music label and executive music production and distribution
company;
WHEREAS, 3PM is interested and is capable of providing such human resources
and consulting services and accessing such creative capital sources and is
willing to do so;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter contained, HA and 3PM hereby and covenant and agree as follows:
PREAMBLE
Both HA and 3PM have a specific focus of promoting the Latin explosion in the
U.S. and other parts of the world for economic benefit for its investors,
shareholders, artists and management. As such, there are synergies between HA
and 3PM. Given this goal, the relationship and vision, HA desires to access
human capital and creative financial capital sources of 3PM and its affiliates
that will aid HA in its vision to become the number one Hispanic consumer
goods company in the U.S. In order to induce 3PM's support in reaching this
goal, HA is willing to transfer ten percent (10%) of its issued and
outstanding common stock to 3PM and will provide additional economic benefits
to 3PM and its affiliates (and their Latin artists and other Latin artists and
entertainers,) in which 3PM and the various artists may receive upon agreement
by both parties priority rights for entering into royalty agreements and other
product and/or image endorsement and licensing agreements with HA and its
affiliates.
Specifically, however, but not necessarily limited to, 3PM will provide and
perform the following under this agreement:
1. 3PM shall cause the acceptance by Xxxxxx Xxxx and Xxxxx Xxxxx to serve
on HA's Board of Directors.
2. 3PM shall make its company available to serve on HA's board of
advisors, which shall give HA access to all relevant officers and management
of 3PM.
3. 3PM shall make artists available to test HA's products and will use its
best efforts to cause 3PM's artists to wear HA's products in public and if
possible during performance
4. 3PM shall make its Director of Marketing available for promotion and
distribution consulting in Miami Beach.
5. 3PM shall engage its venture capital associate, American Trust Corp.
(Deutschland) GmbH ('AMERITRUST*D'), Berlin to develop an investment
participation program, which combines future 3PM project capital requirements
or such requirements of affiliated 3PM companies with HA's capital requirement
of USD $3,000,000 ($3 million). AMERITRUST*D is soliciting German high net
worth investors for 3PM against a finder's fee on a best effort basis.
6. 3PM shall find prominent Latin female and male entertainers to be
available for HA's start up consumer product lines and companies and product
promotion by these same Latin entertainers in return for a royalty on sales to
be negotiated.
7. 3PM and HA will form a joint venture to be called HA MUSICA, LLC, a
venture owned equally 50/50 by each party which will be operated from Miami
Beach. The venture will purse the following enterprises:
a) Develop a site linked to HA's web portal, xxx.XxxxxxXxxxxxxx.xxx that would
be an online one stop Latin source for music, apparel and other consumer goods
related to Latin music and entertainers and will be accessed at xxx.XX-Xxxxxx.xx
m. This site will as well link to 3PM's affiliate, xxx.Xxxxx0.xxx and its
future Digital Music Shop ('DMS'), which shall have the exclusive right of
selling music for HA MUSICA.
b) The venture shall create and design and sell apparel and accessories for
Latin entertainers and 3PM artists via HA's retail distribution and e-commerce
channels.
c) HA MUSICA, LLC shall form a concert and Promotions Company to market and
sell merchandise of HA and its affiliates and HA MUSICA's merchandise via
kiosks and booths at Latin entertainer's concerts as well as at Latin
festivals.
d) HA XXXXXX.XXX, shall explore Las Vegas, which has become a Latin market
with the potential to become of the largest single Latin markets for various
opportunities and enterprises.
e) HA MUSICA, LLC, shall also pursue jointly other enterprises.
8. HA shall in return for all of the above to be provided, and provided
all such action is or will be taken in good faith and performed, transfer ten
percent (10%) of its issued and outstanding common stock to 3PM. Accordingly,
the total number of common shares issued and outstanding as of June 25, 2003,
as ratified by the board of directors of HA, is Seven Million, One Hundred
Thirty-Nine Thousand, Six Hundred Shares (7,139,600).
Upon execution of this document and the appropriate stock purchase agreement
and/or subscription, HA will transfer Seven Hundred Thirteen Thousand, Nine
Hundred Sixty (713,960) shares of common stock from its treasury to 3PM. Such
stock transfer will be added officially to the shareholder register of HA and
stock will be issued via a transfer agent.
The addition of Xxxxx Xxxxx and Xxxxxx Xxxx to HA's Board of Directors shall
be ratified by HA's board and, to the degree necessary, by approval of the
majority of its shareholders. Such consent is agreed to as of this date by
HA's majority shareholders.
8. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding among the parties relating to the relationship and supercedes
all prior agreements and understanding among them respect hereto.
9. AMENDMENT. This Agreement may be amended, in whole or part, at any time
by written agreement by both parties.
10. APPLICABLE LAW. This Agreement and all matters relating thereto shall
be governed by and construed and enforced in accordance with the laws of the
State of Delaware, however, the plaintiff is required to commence any legal
action in defendant's state of incorporation.
11. BINDING EFFECT. This Agreement shall be binding upon, and inure to the
benefit of, the parties and their respective successors and assigns upon
approval of both parties. No provision of this Agreement shall be applied for
the benefit of, or be enforceable by, any person who is not a party to this
Agreement.
12. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall comprise but a single instrument.
Accepted and Agreed:
HISPANAMERICA CORP.
By: Witness:
___________________________ ____________________________
Xxxxxx X.
Xxxxxxxx
Chairman and CEO
Date: Date:
June 27, 2003 June 27, 2003
3PM ENTERTAINMENT, INC.
By: Witness:
____________________________ ____________________________
Xxxxx Xxxxx, Xx. Xxxxxxx X. Xxxxxx
Chairman
Date: Date:
June 27, 2003 June 27, 2003
By: Witness:
____________________________ ____________________________
Xxxxx Xxxxxxxxx, Xx. Xxxxxxx X. Xxxxxx
Chief Executive Officer
Date: Date:
June 27, 2003 June 27, 2003
.............................................................................
In accordance with Section 1 above, the designated members of the board,
Xxxxxx Xxxx and Xxxxx Xxxxx herewith accept to serve on HA's Board of
Directors.
Accepted in Miami on June 27, 2003
.................................................
Xxxxxx Xxxx
.................................................
Xxxxx Xxxxx
