EXHIBIT 7.2
Amendment to Distribution Agreement
This agreement, made as of May 22, 2001, is between and among Carter Fortune
("Fortune"), WOW Entertainment, Inc. ("Entertainment"), Women of Wrestling, Inc.
("WOW") and M/G Xxxxx, Inc. and Xxxxxxx Xxxxx (collectively, "Xxxxx").
In essence, we mutually agree to terminate our relationship under our existing
Distribution Agreement dated January 18, 2000 (the "Distribution Agreement") and
enter into a new agreement that will extend no later than through September 30,
2001 for domestic distribution and December 31, 2001 for foreign distribution as
specified in the Distribution Agreement. You will also return to Entertainment
all of your common stock in Entertainment (1,839,556 shares) previously issued
to you by Entertainment and void all rights to warrants issuable under the
Distribution Agreement. We will immediately receive funding from Fortune
sufficient to pay certain payables you incurred in connection with WOW. We will
release each other from any further claims relating to our prior relationship.
Specifically, we agree as follows:
1. Payment of Xxxxx Payables. Fortune agrees to immediately provide additional
financing to WOW in a sum that shall cause Fortune's total investment (both
capital and loans) in WOW to equal $7,150,000. Out of that additional funding,
WOW will pay Xxxxx $100,055.77, which amount shall enable Xxxxx to pay a portion
of the payables that have been incurred by Xxxxx in connection with WOW. WOW
represents and warrants, to WOW's knowledge, that the spreadsheets it has
delivered to Xxxxx concerning third-party payables are complete and accurate
Xxxxx represents that, to Xxxxx'x knowledge, the following is a complete list of
all such payables:
1. Audio Plus Video $ 12,873.00
2. Cahners Business Information $ 15,215.27
3. Xxxxx Communications, Inc. $ 8,967.50
4. EXTRA EXTRA $ 5,000.00
5. WCIU Chicago $ 50,000.00
6. WNUV Baltimore $ 5,000.00
7. Miscellaneous $ 3,000.00
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TOTAL $100,055.77
The $100,055.77 will be wired to the law firm of Xxxxxxxx & Xxxxxxxxxx, P.C.
(Chase Account # 1951119930, ABA 021 000 021) and will be disbursed by Xxxxx
Xxxxxx of that firm only to pay the foregoing. Xxxxx agrees to pay and shall pay
the amount of payables in excess of the $100,055.77 from, among other sources,
the proceeds of the advertising revenues Xxxxx shall be entitled to retain in
accordance with paragraph 3 below, and WOW or Entertainment shall have no
responsibility to Xxxxx for any amounts in excess of the $100,055.77.
2. Return of Stock and Termination of Warrants. Xxxxx shall immediately return
to Entertainment all of Xxxxx'x common shares in Entertainment (1,839,556
shares) . Such shares shall be free of all claims, liens and encumbrances. Upon
the return of Xxxxx'x common shares, Entertainment shall promptly cancel such
shares. In addition, all rights to warrants that were or are issuable to Xxxxx
pursuant to the Distribution Agreement shall be void effective immediately.
3. Termination of Distribution Agreement. The Distribution Agreement shall be
terminated effective immediately with the exception only that (i) Xxxxx shall
continue to have only such rights set forth in the Distribution Agreement
necessary to represent WOW's free television programs created through the date
of this agreement (such shows being referred to as the "Program"), through
September 30, 2001 for domestic distribution and through December 31, 2001 for
foreign distribution, but without incurring any expenses that WOW would be
obligated to pay pursuant to or in connection with the Distribution Agreement
except as agreed to in advance in writing signed by the Chief Executive Officer
of WOW, and (ii) Xxxxx shall be entitled to collect and retain all domestic
distribution and foreign television advertising or licensing revenues relating
to any licensing of the Program that occurs during Xxxxx'x continued
representation through September 30, 2001 or December 31, 2001, respectively
(with the exception only of amounts, if any, already paid to WOW). Since Xxxxx
is paying all expenses relating to distribution of the Program, Xxxxx shall have
the right to discontinue the distribution of the Program at any time, provided
Xxxxx gives as much advance notice to WOW as is reasonably practicable.
Notwithstanding the foregoing, in the event a substantial portion of the assets
or stock of WOW are sold or licensed, Xxxxx'x rights to continue to distribute
the Program shall terminate thirty days after the consummation of such a sale or
license. Except as set forth in paragraph 1, no further amounts will be paid to
or on behalf of Xxxxx for any other outstanding invoices incurred by Xxxxx,
including without limitation the remaining NAPTE invoices. In consideration for
the payments to be made hereunder and for the rights and obligations contained
herein, the parties hereby forever RELEASE and DISCHARGE each other and their
respective officers, directors and shareholders of and from any and all manner
of actions, causes of action, suits, accounts, contracts, debts, claims and
demands whatsoever, at law or at equity that it/he may have against each other
arising out of or relating to the Distribution Agreement; provided however that
such release shall not extend to the rights and obligations arising pursuant to
this agreement from and after the date of this agreement through September 30 or
December 31, 2001, as the case may be. It is further understood and agreed that
this release extends to all claims of every nature and kind whatsoever, known or
unknown, suspected or unsuspected, and that the parties are executing this
release upon the advice and with the consent of their own counsel and on no
representations of the party released or their counsel.
4. Closing and Delivery of Final Documents. All of the parties agree to proceed
to consummate the transactions contemplated herein on or before Friday, May 22,
2001. All parties shall cooperate in good faith and prepare and deliver all
documents reasonably necessary to effectuate the transactions contemplated
herein. On or before the closing date, Entertainment's counsel will provide
Xxxxx a letter meeting the requirements of the legend set forth on Xxxxx'x stock
to the effect that no registration of such stock is required under the
Securities Act of 1933.
5. Settling of Disputes. Any and all disputes, claims and controversies arising
under or by reason of this agreement shall be settled by arbitration in
accordance with the rules of the AAA and any award rendered in such arbitration
shall be binding and conclusive upon the parties. The arbitrators may decree
specific performance or grant injunctions or any other equitable relief deemed
proper by the arbitrators under the circumstances. Such arbitration shall be
held in Indianapolis, Indiana. Indiana law shall apply. Judgment on any award
may be entered and enforced in any court located in Indianapolis, Indiana.
6. Counterparts; Miscellaneous. This Agreement may be executed in any number of
counterparts, which together shall be effective as if they were a single
document, with such counterparts being delivered by facsimile with the originals
being transmitted by mail or courier service. Each person signing this Agreement
in a representative capacity represents and warrants that he has full and lawful
authority from the party he represents to make, execute and deliver this
document and perform hereunder on behalf of such party. Other than as expressly
set forth herein, this Agreement embodies the entire agreement between the
parties with respect to the subject matter hereof, and the parties further
acknowledge that this Agreement is not executed in reliance on any promise,
representation or warranty not contained herein.
The parties have executed this agreement as of the date first above written.
M/G Xxxxx, Inc.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Individually
/s/ Carter Fortune
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Carter Fortune
WOW Entertainment, Inc.
By: /s/ Xxxxxxx X Xxxxx
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Xxxxxxx X. Xxxxx
Women of Wrestling, Inc.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx