EXHIBIT 4.6
AGREEMENT
1. Xxxxx Xxxxxxxxx and CapitalPlus (hereinafter "Assignor") agree to
assign to Chequemate International, Inc., doing business as Hotel Movie Network,
(hereinafter "Assignee" or Chequemate") all of their interest in that certain
lease between CapitalPlus as Lessor and TEN Private Cable as Lessee.
2. In exchange, Assignee shall pay to Assignor the sum of $18,900 in
cash, and shall deliver 61,150 shares of restricted (Rule 144) common stock in
Chequemate, in the name of Xxxxx Xxxxxxxxx, within one week to Assignor.
3. Assignee shall immediately file a Form S-3 to register those 61,150
shares. Assignee expects that the S-3 will be declared effective within
approximately 30 days. When the S-3 is declared effective, Assignee will
immediately cause to be issued a certificate for 61,150 shares of free-trading
stock in the name of Xxxxx Xxxxxxxxx, and will exchange this new certificate for
the restricted certificate.
4. In the event that the S-3 registration is not effective within 45
days, Assignee shall pay to Assignor the sum of $122,300.00 in cash, in lieu of
any stock.
5. In the event that the market value of a share of Assignee's stock is
less than $2.00 at the time Assignor receives the certificate for free-trading
stock, then Assignee shall pay in cash to Assignor the difference between
$122,300.00 and the market value of the 61,150 free-trading shares.
6. Assignor represents that it is an "accredited investor" under U.S.
securities laws.
7. Chequemate shall continue making the payments under the lease until
Assignor is paid in full hereunder.
Chequemate International, Inc. CapitalPlus, a limited partnership
d/b/a Hotel Movie Network
By: /s/ Xxxx X.X. XxXxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxx X.X. XxXxxxx, Vice-President Xxxxx Xxxxxxxxx, General Partner
Dated: August 9, 2000 Dated: August 9, 2000
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx Xxxxxxxxx, individually
