EXHIBIT 10.16 - SATURN AMENDMENT
AMENDMENT
This Amendment Agreement ("Amendment') is effective May 31, 2005
("Effective Date"), by and between Mac Filmworks, Inc. ("Purchaser" or
"Company") and Saturn Productions, Inc. ("Seller") (Purchaser and Seller
known collectively as the "Parties").
WITNESSETH
WHEREAS, the Purchaser and Seller entered into an asset purchase
agreement dated July 1997 ("Purchase Agreement") for the sale and purchase
of 300 English language feature film master recordings as further described
in Exhibit "A" of the Purchase Agreement, intellectual property relating to
the 300 films and other property as described in the Purchase Agreement (the
films, intellectual property and other property known as the "Assets");
WHEREAS, the purchase price of the Assets in the Purchase Agreement was
$145,000 in a six percent (6%) secured promissory note ("Note"), $5,000 cash
and 29,000 shares of restricted Company common stock;
WHEREAS, the Parties have agreed to amend the Purchase Agreement in
accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein, the Parties hereby agree as follows:
1. Purchaser agrees to pay $105,000 for settlement in full of the Note and
all other liabilities under the Purchase Agreement, payable on the Effective
Date.
2. Seller agrees to cancel the Note and accept $105,000 payment for
settlement in full of all existing liabilities of Purchaser under the
Purchase Agreement.
3. Seller agrees and that $105,000 represents all of the money owed by
Purchaser to Seller.
4. Seller agrees to forever discharge Purchaser from any claims, losses,
liabilities, or monetary obligations, demands and causes of action, known or
unknown, whether in contract or in tort, arising from or related to the
Purchase Agreement.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of
the date first set above.
SELLER:
Saturn Productions, Inc.
By: //s// XXX XXXX
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Xxx Xxxx, President
PURCHASER:
Mac Filmworks, Inc.
By: //s// XXX XXXXXXXXXX
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Xxx XxXxxxxxxx, President
