[EXHIBIT 10.1.19]
GLOBAL SETTLEMENT AGREEMENT
THIS Agreement made and entered into this 12th day of May,
2004 by and between Xxxx Xxxx ("Xxxx"), Xxxxxxx Xxxxxx
("Xxx"), Film and Music Entertainment, Inc. ("Fame"), Red
Giants Productions, Inc. ("Red Giants") (collectively
referred to as "Fame parties"), and Miracle Entertainment,
Inc. ("Miracle")
WHEREAS, Xxxx became President and CEO of Miracle in or
about May 2002 at the request of a shareholder group led by
Rambus Holdings, Ltd.; and
WHEREAS, Miracle experienced severe cash flow/liquidity
dilemmas and Xxxx orchestrated a sale of certain assets of
Miracle to Fame for Twenty Million shares of Fame stock
("Fame stock"); and
WHEREAS, simultaneously with the sale of the assets to Fame,
Miracle entered into a management agreement with Fame
whereby Fame provided the basic necessary services to allow
Miracle to function on a limited basis as on ongoing entity;
and
WHEREAS, litigation erupted over various ventures, and it
was necessary for Miracle to obtain some funds from a third
party, Red Giants, to pay for the services of its attorneys.
Miracle collateralized said loan from Red Giants with
certain shares of Fame stock; and
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WHEREAS, Xxxx has not received all of the compensation due
him pursuant to his Employment contract entered into with
Miracle and the Shareholder group led by Rambus Holdings,
Ltd. Xxxx has agreed to resign as Chairman and CEO of
Miracle; and
WHERREAS, the parties hereto have reached a global
understanding and agreement and desire to itemize the terms
and conditions as set forth below;
NOW THEREFORE, in consideration of the mutual promises and
assurances contained herein, the allocation of the Fame
stock, debt instruments, and other valuable consideration as
set forth herein, the sufficiency of which is hereby
expressly acknowledged and received, the parties agree as
follows:
1. Xxxx shall resign as Chairman and CEO of Miracle as of
May 12, 2004.
2. Any and all agreements Miracle has entered into with
Fame, including, but not limited to the Management
Agreement, dated November 3, 2003, shall be terminated as of
May 12, 2004.
3. Miracle agrees that Miracle will defend, indemnify, and
hold harmless Fame parties, and each of them, and the
assigns and other successors-in-interest of Fame parties
(including the officers, directors, partners, owners,
shareholders, employees, consultant-Xxxxx Xxxxx, and agents
of each of the foregoing) against any and all claims,
expenses (including, without limitation, reasonable
attorneys' fees) and liabilities due to Fame parties'
alleged breach or any other alleged actions or inactions
giving rise to a cause of action, as follows:
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a. For any and all Miracle matters arising before May,
2002.
b. For any and all matters arising out of the items listed
on Exhibit 1 titled "Xxxx'x Tenure matters", a copy of which
is attached hereto and incorporated herein by this
reference.
c. For any and all matters that arise from May 12, 2004
regarding Miracle that explicitly do not involve any of the
Fame parties.
The Fame parties warrant and represent that
Exhibit 1 is a complete itemization of any and all matters,
causes of action, liabilities or potential liabilities, that
they are aware of concerning Miracle. The Fame parties
expressly state and understand that a major inducement to
the shareholder group of entering into this Agreement and
providing the indemnification to the Fame parties to all
matters listed on Exhibit 1 is completely predicated on Xxxx
and his management group being open and honest with all of
the outstanding liabilities and perceived liabilities of
Miracle that have been created and/or surfaced during Xxxx'x
tenure. Any matter(s) not listed on Exhibit 1 that are
deemed to have been created during Xxxx'x tenure will be
outside of the scope of this indemnification and will remain
the responsibility of the appropriate party(s).
4. The stock certificate representing the Twenty Million
(20,000,000) Fame stock shall be cancelled and re-issued as
follows:
a. Fourteen Million Five Hundred Thousand (14,500,000)
shares of Fame shall be re-issued to Miracle.
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b. Five Million Five Hundred Thousand (5,500,000) shares
shall be re-issued to Fame, or its designees.
5. Miracle shall execute a secured Promissory Note
("Note') in the amount of Fifty Thousand ($ 50,000) Dollars
to Fame that shall be due and payable over Eighteen (18)
months.
6. Red Giants shall cause Fame to cancel the current Note
("Outstanding Note"), dated March 29, 2004, due from Miracle
in the amount of Twenty Five Thousand ($ 25,000) Dollars,
xxxx it "paid in full" and agree to release any and all
rights it may have to any of the collateral Fame stock that
was granted to Red Giants pursuant to the Outstanding Note.
7. Miracle will execute any and all documents necessary to
transfer to Fame any and all rights affiliated with
Tournament of Dreams.
8. Fame and Red Giants and Miracle shall execute the
appropriate reciprocal releases and hold harmless agreements
necessary to explicitly state that any and all obligations
the parties may have to each other (other than those
explicitly stated therein) have been satisfied in their
entirety, and that the parties have no outstanding
liabilities/responsibilities/financial obligations to each
other.
It is agreed and understood that this Global Agreement is a
basic outline of the terms and conditions of the agreement
entered into between the parties. It is expressly
acknowledged and agreed that the parties need to refine this
Agreement to include the necessary elements that are needed
to effectuate this global understanding between the parties.
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The parties warrant and represent that they will work
together to achieve the goals of this Agreement; to
terminate the responsibilities of Xxxx toward Miracle; to
cause the transition of the new management team to begin
undertaking the work necessary to bring Miracle in
compliance with all regulatory and governmental laws; and to
provide indemnifications and assurances to the parties
involved in Miracle over the past two years for the matters
expressly contained herein.
This Agreement shall be construed according to the laws of
the State of California. This Agreement is to be modified
for the purposes of crating all the necessary apparatus to
achieve the basic terms, conditions, and elements stated
herein.
IN WITNESS WHEREOF, the parties hereto shall be deemed to
have executed this Agreement on the date and year first
written below:
Miracle Entertainment, Inc. Date:________________
By: /s/Xxxxx X. Xxxxxx [for]
-----------------------------------
Attorney for Rambus Holdings, Ltd.,
leader of the shareholder group
Film And Music Entertainment, Inc. Date:________________
By: /s/Xxxxxxxx X. Xxxxxx
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Its: President
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Xxxx Xxxx, personally Date:________________
/s/Xxxxx X. Xxxxxx, [for]
--------------------------------------
/s/Xxxxx X. Xxxxxx, [for]
-------------------------------------- Date:________________
Xxx Xxxxxx, personally
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Red Giants Production, Inc. Date:________________
By: /s/Xxxxx X. Xxxxxx [for]
-----------------------------------
Its:
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