January 24, 2000
Fax: (000) 000-0000
Xxxxxx Xxxxx
Chief Executive Officer
MSH Entertainment Corporation
000 X 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Stock Option Agreement
Dear Xxx,
Based on our discussions the following shall serve as a Deal Memorandum
incorporating the agreed upon deal points between the Principals of Aston
Entertainment Group, Inc., (Aston) and MSH Entertainment Corporation, (MSH),
collectively the (Parties) pertaining to a stock purchase option agreement
between the parties.
1. Stock Purchase Option:
A. MSH has agreed to provide Xxxxx and/or its associates with the
option to purchase up to 7,198,657 shares of MSH Common Stock
@ $.14 per share. The parties understand that the purchase of
said stock is subject to Rule 144 of the Securities and
Exchange Commission and that these shares are restricted from
sale until such time as the restrictions are lifted or become
free trading under Rule 144. The parties hereby agree that
within 60 days of the date MSH common stock becomes registered
under the Securities Exchange Act of 1934, MSH shall prepare
and file with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as
amended (the "Act"), to register the offer and sale to the
public of all said shares pursuant to this stock purchase
option that have been previously exercised.
B. MSH shall pay all expenses incurred by MSH in connection with
such registration, including without limitation (i) all
registration and filing fees, (ii) all printing expenses,
(iii) all fees and dispursements of counsel and independent
public accountants for the company, (iv) all Blue Sky fees and
expenses (including fees and expenses of company counsel in
connection with Blue Sky surveys), and (v) the entire expense
of any special audits incident to or required by any mach
registration; provided, however, that all underwriting
discounts and selling commissions applicable to the sales of
Shares in connection with any such registration shall be borne
by such Selling Shareholders.
C. The parties agree that the stock purchase option shall expire
11 months from the execution date of this Deal Memorandum.
2. Entire Understanding:
A. This document represents the entire and complete agreement
between the parties hereto with respect to the subject matter
hereof and supersedes all previous agreements, understandings
or representations whether oral or written between the parties
regarding the subject matter hereof and shall remain in effect
as The Agreement and be binding on the parties until such time
as a Stock Purchase Agreement is executed, if ever.
3. Amendments and Changes:
A. This Agreement cannot be amended, modified or changed in any
way whatsoever except by a written instrument duly signed by
the Parties hereto.
4. Authority:
A. The parties hereto warrant and represent that they have the
power and authority to enter into this Agreement.
5. Governing Law:
A. This Agreement shall be construed in accordance with and
governed by tbe laws of the State of Florida and the Parties
hereto agree that in the event of any disputes under this
Agreement, said disputes shall be subject to arbitration and
be bound by the rules and regulations of the American
Arbitration Association with respect to resolution of any
disputes arising hereunder.
The Parties herein have fully read, understood and executed this Agreement
freely and voluntarily. By signing in the spaces provided below, the Parties
accept and agree to all the tams and conditions of this Agreement.
In Witness Whereof the Parties hereto have caused this Agreement to be duly
executed.
/s/ Xxxxxx X. Xxxxx /s/ 2/1/2000
------------------------------- -------------------------------
Xxxxxx X. Xxxxx - Xxxxxxxx\CEO Today's Date
MSH Entertainment Corporation
/s/ Xxxxxxx X. Xxxxx /s/ 2/1/2000
------------------------------- -------------------------------
Xxxxxxx X. Xxxxx - Principal\CEO Today's Date
Aston Entertainment Group, Inc.
/s/ Xxxx X. Xxxxxx /s/ 2/1/2000
------------------------------- -------------------------------
Xxxx X. Xxxxxx - Principal\COO Today's Date
Aston Entertainment Group, Inc.
Addendum to Stock Option Agreement
THIS ADDENDUM is made this 15th day of February, 2000 between Aston
Entertainment Group, Inc., (Aston) and MSH Entertainment Corporation, (MSH).
WHEREAS, it is agreed to by the parties that under section 1, Stock
Purchase Option, pursuant to the Stock Purchase Letter of Agreement dated
January 24th, 2000, and executed on February 1st, 2000, the number of shares
shall be increased an additional 1,788,714 shares for a total number of shares
of 8,987,371.
In Witness Whereof the Parties hereto have caused this Addendum to be duly
executed.
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
------------------------------- -------------------------------
Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxx
Aston Entertainment Group, Inc. MSH Entertainment Corporation
