LETTER OF AGREEMENT
This Agreement dated this 19th day of November, 1998 by and between etc...group,
inc ("etc...") a creative services company and MSH Entertainment Corporation
("MSHE") a multi-faceted, publicly traded, entertainment company (collectively
the "Parties") concerning the formation of a strategic alliance between
etc... and MSH with respect to corporate video and corporate television
production;
WHEREAS, etc... warrants and represents that it is a creative services company
with ties to high tech Silicon Valley companies who need a boutique type
approach to a variety of corporate communications issues; and
WHEREAS, MSHE is desirous of entering the field of corporate video and corporate
television production;
NOW, THEREFORE, the Parties agree as follows:
1. The Parties shall form a strategic alliance (the
"Alliance") for etc... to serve as the corporate video and
corporate television production services company for the Alliance.
2. All corporate video production and commercial production for the
Alliance shall be handled by etc... and MSHE agrees to turn over
same to etc...
3. Any inquiries, bid request or jobs concerning any of the above that
are presented to MSHE will be turned over to etc...
4. Any inquiries, bid request or jobs concerning the multi-faceted
entertainment business as represented by MSHE (i.e., music library,
animation, recording studio, voice over studio and video dubbing,
film and theatrical entertainment) that come through etc... will be
turned over to MSHE.
5. etc... and MSHE will include each other in their corporate
collateral.
6. All jobs presented to etc... by MSHE (to be agreed upon and
defined) shall be divided 60% etc..., 40% MSHE.
7. For all jobs procured by etc... whether through the use of MSHE's
name or not, etc... agrees that when production budgets allow,
etc... will utilize MSHE's music library, animation facilities,
recording studio, voice over studio, voice talent and video dubbing
facility, and MSHE will be compensated at the standard fee
structure for these and all specialized services.
8. etc... shall have access to, and use of, MSHE's office facilities
in New York and Los Angeles on an as available basis.
9. MSHE shall have access to, and use of, etc... offices in San Jose,
California on an as available basis.
10. The term of this agreement shall be for twelve (12) months from the
date above, and can be renewed by mutual agreement of the Parties
for an additional eighteen (18) months, or longer.
If the understanding between the Parties is correctly reflected above, the
Parties agree to execute this letter of agreement and until such time a more
formal agreement is drafted and executed, subject to good faith negotiation,
this document shall serve as the agreement between the Parties.
Agreed To and Accepted: Agreed To and Accepted:
etc... group, inc MSH Entertainment Corporation
BY: /s/ Xxxx Xxxxxx BY: /s/ Xxxxxxxx Xxxxxxxxx
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Xxxx Xxxxxx, President Xxxxxxxx Xxxxxxxxx, President
