AMERICAN SPORTS HISTORY, INC.
00_X Xxxxxxxx Xxxxx
Xxxxxxx X J 07928
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SUNSET INTERACTIVE NETWORK, INC.
0000 Xxxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxx 00000
January 14, 1998
THIS DEFINITIVE AGREEMENT, as related and referred to in the Letter of
Intent, dated 12/11&12/97, between the two parties, is made and entered into
this 14th day of January 1998 by and between American Sports History, Inc.
(herein referred to as (AMSH), A Nevada Corporation with its principal place of
business at 00-X Xxxxxxxx Xx., Xxxxxxx, XX 00000, AND Sunset Interactive
Network, Inc. (herein referred to as SIN), a Nevada Corporation with its
principal place of business at 0000 Xxxxxxxx Xxx., Xxx Xxxxx, Xxxxxxxx 00000.
WHEREAS, Xxxxx Xxxxxx, president and 100% sole and exclusive owner of (SIN)
hereby agrees to sell his 100% ownership of (SIN) to (AMSH) effective upon the
signing by both authorized parties of this purchase and sale DEFINITIVE
AGREEMENT, and under the following terms and conditions.
PURCHASE PRICE/CONSIDERATION
----------------------------
IN THE UNDERSTANDING of Xxxxx Xxxxxx'x exclusive ownership of (SIN), free
of liabilities and litigation, (AMSH) therefore, in consideration for its 100%
acquisition of (SIN) agrees to purchase from Xxxxx Xxxxxx all of the assets and
properties of (SIN).
It is herein acknowledged by both parties that upon selling his 100%
interest of (SIN) to (AMSH), Xxxxx Xxxxxx will receive 500,000 (five hundred
thousand) restricted common shares of (AMSH) to be issued January 1998 and
distributed to him in intervals as follows:
125,000 upon the signing of this agreement
125,000 April 1998
125,000 July 1998
125,000 October 1998
It is understood by both parties that (SIN) will become a 100% wholly owned
subsidiary of (AMSH), and that Xxxxx Xxxxxx will continue his duties and
position as president of (SIN) with his objective to be as described in the
Executive Summary, Exhibit "A", immediately upon execution of this agreement for
a period of one year.
CORPORATE AUTHORITY
-------------------
The execution and deliver of this DEFINITIVE AGREEMENT, and the carrying
out of the provisions hereof have been fully authorized by the board of
directors of (ASPH) and (SIN).
Page -2- (AMSH)/(SIN) DEFINITIVE AGREEMENT
LITIGATION
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It is understood by Xxxxx Xxxxxx of the litigation actions and proceeding
regarding (AMSH) currently underway as reported in its latest 10K, December
1996.
INDEMNIFICATION
---------------
The parties acknowledge and agree to indemnify and hold the other harmless
against any third party claims that may arise from this agreement.
AMERICAN SPORTS, HISTORY, INC.
(A Nevada Corporation)
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
SUNSET INTERACTIVE NETWORK, INC.
(A Nevada (crossed out) Corporation)
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, President
