AGREEMENT
This Agreement, entered into this 11th day of March 1998, is by and between
Medley Credit Acceptance Corp., ("Medley"), a Delaware Corporation, and Cutting
Edge Entertainment, Inc.
("Cutting Edge"), a California corporation.
Whereas Medley is a finance company and has the expertise in structured
financing, leasing and accounts receivable financing and;
Whereas Cutting Edge is desirous of using both Medley's expertise on a
consulting basis as well as entering into a financing arrangement with Medley.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1 CONSULTING CONTRACT. Cutting Edge agrees to pay to Medley a fee of
$3,500.00 per month for ongoing financial consulting advice. For this
fee, Medley agrees to provide up to one and one half days per month of
its Chief Executive Officer, Xxxxxx Press' time, in order to
facilitate the financing needs of Cutting Edge. This contract shall be
non-cancelable and shall be for a term of one year. Cutting Edge
agrees to pay all out of pocket expenses of Medley including but not
limited to travel expenses.
2 1.2 MILLION DOLLAR DISTRIBUTION/RECEIVABLE PURCHASE PROGRAM
Medley agrees to purchase for twelve months up to $100,000 per month
in "approved distribution rights or accounts receivable or other
assets of Cutting Edge according to the following terms and
conditions.
PROGRAM TERM: 12 Months, however, Cutting Edge may terminate the
agreement after 120 days (4 months), upon 30 days
notice.
APPROVED ASSETS: Medley, in its sole discretion, will determine if
assets presented for purchase are acceptable and at
what advance rate.
ADVANCE RATE: Medley will "advance" 70% to 80% of approved
assets. Upon collection of the money owed under the
purchase, Medley will remit the difference between
collected amount and the advanced amount less any
fees due to Cutting Edge within 10 days.
FEES: 0-30 days. 3.00% of Asset Face Value
31-45 days. 2.25% of Asset Face Value
46 to 60 days 1.50% of Asset Face Value
REPURCHASE OPTION: After 60 days, Medley shall have the right to sell
the Asset back to Cutting Edge at the Advance Amount
plus any applicable fees then due and owing. Payment
for this repurchase is due on the 61st day. Medley
may, at its option, accept an alternative asset in
exchange for one that is past the 60-day date.
MINIMUM FEE: Cutting Edge acknowledges that Medley is
setting aside capital in order to enter into this
purchase program. As such, it agrees to pay the
minimum fee per month for the program term in the
event Medley has not approved sufficient assets for
purchase.
The foregoing sets forth the terms and conditions of both the Consulting
Agreement as well as the Asset Purchase Program. This Agreement is subject to
the parties entering into formal agreements at their earliest possible
convenience but prior to the purchase of any assets or any further financial
consulting work by Medley.
AGREED AND ACCEPTED, this 11th day of March 1998.
CUTTING EDGE ENTERTAINMENT, INC. MEDLEY CREDIT ACCEPTANCE CORP.
by: /s/ Xxxxx Xxxxxxx by: /s/ Xxxxxx X. Press
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Xxxxx Xxxxxxx Xxxxxx X. Press
President Chairman and C.E.O.
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