EXHIBIT 10.3
ASSET PURCHASE AGREEMENT
This Agreement, dated as of July 30, 1997, is by and between Mac
Filmworks, Inc., ("MFI") a Texas corporation (the "Purchaser") and Western
International, Inc. ("WII"), a California Corporation (the "Seller").
W I T N E S S E T H:
WHEREAS, Purchaser desires to purchase certain of Seller's assets
subject to the terms and conditions set forth herein and Seller desires to
sell those assets to Purchaser; and
WHEREAS, Seller has the power and authority to enter into and carry out
the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual representations,
warranties and covenants herein contained, and on the terms and subject to
the conditions herein set forth, the parties hereto hereby agree as follows:
ARTICLE I
Purchase and Sale
1.01. Sale and Purchase of Assets. Subject to and upon the terms and
conditions contained herein, at the Closing (as hereinafter defined), Seller
shall sell, transfer, assign, convey and deliver to Purchaser, free and
clear of all liens, claims and encumbrances, and Purchaser shall purchase,
accept and acquire from Seller, the following:
(i) Ninety-one (92) English language cartoon film master recordings,
all in 35mm, 16mm 1 inch and/or BETA SP video masters, color or black
and white, and further described as "movie elements for video masters"
and suitable for conversion to 1 inch video or Beta SP format, as
listed in Exhibit "A" hereto, and Seller's rights in the underlying
contracts, and all rights owned or controlled by Seller for the
exploitation and other use of such master recordings pertaining thereto
together with the exclusive right, title and interest in and possession
of all such master recordings;
(ii) All available collateral materials, including without
limitation, trailers, scripts, still photographs, posters and press
kits relative to the film master listed in (i) above.
(iii) Any copyrights, copyright registrations, copyright registration
applications, trademarks, trademark registrations, trademark
registration applications and trade names related to film masters,
trailers, scripts, still photographs, posters and press kits owned or
controlled by Seller and all renewals thereof (it being agreed the
company and its assigns shall be obligated to assign and transfer
copyright renewals to such transferred copyrights to Purchaser without
further consideration to the extent such renewals or the right thereto
are owned by Company on the Closing Date); and
(iv) Any agreements with current actors, producers and directors
("Artists' Contracts").
All of the assets described in Subsections (i) through (iv) above are
hereinafter collectively referred to as the "Assets."
1.02. Excluded Assets. Notwithstanding any other provision hereof,
assets of Seller not listed in Section 1.01 shall not be conveyed to
Purchaser.
1.03. Closing. The closing of the transactions contemplated hereby
(the "Closing") shall occur on ____________, 1997 (the "Closing Date"), in
the offices of ______________________, or at such other time and place as
shall be mutually agreed to in writing by the parties hereto. The Closing
shall commence at 10:00 a.m., local time, on the Closing Date and proceed
promptly to conclusion.
1.04. Purchase Price.
(a) The total purchase price for the Assets (the "Total Purchase
Price") shall be Thirty- three Thousand Dollars ($33,000) cash, of which a
deposit of Three Thousand Dollars ($3,000) has already been paid, and the
issuance of 5,280 shares MFI restricted common stock.
(b) Twenty percent (20%) of the purchase price (the "Retained
Funds") and the 5,280 shares of MFI restricted common stock shall be
retained by Seller subject to the evaluation of assets as set forth in
Section 1.07.
1.05. Nonassumption of liabilities of Seller. Purchaser shall not
assume any liabilities whatsoever of Seller. Specifically, but not limited
to: (i) any federal, state or local income, sales, business or employment
tax liability, known or unknown of Seller, (ii) any ad valorem taxes which
have become a lien on any of the Assets, or (iii) any liabilities or
obligations of Seller which may be incident to or result from the sale of
Sellers' assets hereunder or from any dissolution or liquidation of Seller
and any resulting distribution of assets.
1.06. Instruments of Transfer; Further Assurances. In order to
consummate the transactions contemplated hereby, the following shall be
delivered at the Closing:
(a) Seller shall deliver to Purchaser the Assets listed on Exhibit
"A", and the Assignment in the form attached hereto as Exhibit "C".
(b) Purchaser shall deliver to Seller the Promissory Note for
Eighty-Seven Thousand Dollars ($87,000), certificates representing 17,400
shares of restricted common stock, and a Registration Rights Agreement in
the form attached hereto as Exhibit "D." 10,000 cash to be paid thirty days
from the Closing Date. CA no later than August 31, 1997.
(c) At the Closing, and at all times thereafter as may be necessary,
Seller shall execute and deliver to Purchaser such other instruments of
transfer as shall be reasonably necessary or appropriate to vest in
Purchaser good and indefeasible title to the Assets and to comply with the
purposes and intent of this Agreement.
1.07. Asset Evaluation. Not less than fifteen (15) days nor more
than thirty (30) days from Closing (the "Evaluation Period"), Purchaser
shall evaluate the Assets for the following criteria:
(a) suitability for broadcasting;
(b) good title;
(c) duplication in Purchaser's film library.
If, in Purchaser's sole discretion, he finds that any of the Assets are
unsuitable for broadcasting, lack good title or are duplicative, he may
return the film to Seller and deduct the per film purchase price of Two
Hundred Fifty Dollars cash ($250) from the Retained Funds, and forty (40)
shares of Company common stock. Any remaining funds and shares shall be
immediately released to Seller following the Evaluation Period, or replace
with another western film or equate type picture,
1.08. Partial Registration. On or before August 31, 1998 MFI will
either:
(i) Register up to 8,700 shares of the stock, pursuant to the
attached Registration Rights Agreement or
(ii) Arrange for the private resale of the stock at not less than
$5.00 per share; or
(iii) Sell the shares pursuant to a suitable exemption.
ARTICLE II
Purchaser's Representations and Warranties
Purchaser represents and warrants that the following are true and
correct as of this date and will be true and correct through the Closing
Date as if made on that date:
2.01. Organization and Good Standing. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State
of its incorporation, with all requisite power and authority to carry on the
business in which it is engaged, to own the properties it owns and to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.
2.02. Authorization and Validity. The execution, delivery and
performance of this Agreement and the other agreements contemplated hereby
by Purchaser, and the consummation of the transactions contemplated hereby
and thereby, have been duly authorized by Purchaser. This Agreement and each
other agreement contemplated hereby have been or will be prior to Closing
duly executed and delivered by Purchaser and constitute or will constitute
legal, valid and binding obligations of Purchaser, enforceable against
Purchaser in accordance with their respective terms.
2.03. No Violation. Neither the execution and performance of this
Agreement or the other agreements contemplated hereby, nor the consummation
of the transactions contemplated hereby or thereby, will (a) conflict with,
or result in a breach of the terms, conditions and provisions of, or
constitute a default under, the Articles of Incorporation or By-laws of
Purchaser or any agreement, indenture or other instrument under which
Purchaser is bound, or (b) violate or conflict with any judgment, decree,
order, statute, rule or regulation of any court or any public, governmental
or regulatory agency or body having jurisdiction over Purchaser or the
properties or assets of Purchaser.
2.04. Finder's Fee. Purchaser has not incurred any obligation for any
finder's, broker's or agent's fee in connection with the transactions
contemplated hereby.
ARTICLE III
Representations and Warranties of Seller
Seller represents and warrants that the following are true and correct
as of this date and will be true and correct through the Closing Date as if
made on that date:
3.01. Organization and Good Standing. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State
of its incorporation, with all requisite power and authority to carry on the
business in which it is engaged, to own the properties it owns and to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.
3.02. Authorization and Validity. The execution, delivery and
performance of this Agreement and the other agreements contemplated hereby
by Seller and the consummation of the transactions contemplated hereby and
thereby, have been duly authorized by Seller. This Agreement and each other
agreement contemplated hereby have been or will be duly executed and
delivered by Seller and constitute or will constitute legal, valid and
binding obligations of Seller, enforceable against it in accordance with
their respective terms.
3.03. No Violation. Neither the execution and performance of this
Agreement or the agreements contemplated hereby nor the consummation of the
transactions contemplated hereby or thereby will (a) result in a violation
or breach of the Articles of Incorporation or Bylaws of Seller or any
agreement or other instrument under which Seller is bound or to which any of
the assets of Seller are subject, or result in the creation or imposition of
any lien, charge or encumbrance upon any of such assets, or (b) violate any
applicable law or regulation or any judgment or order of any court or
governmental agency. Seller has complied in all material respects with all
applicable laws, regulations and licensing requirements, and has filed with
the proper authorities all necessary statements and reports. Seller
possesses all necessary licenses, franchises, permits and governmental
authorizations.
3.04. Consents. No authorization, consent, approval, permit or
license of, or filing with, any governmental or public body or authority,
any lender or lessor or any other person or entity is required to authorize,
or is required in connection with, the execution, delivery and performance
of this Agreement or the agreements contemplated hereby on the part of
Seller.
3.05. Compliance with Laws. There are no existing violations by
Seller of any applicable federal, state or local law or regulation that
could affect the property or business of Seller.
3.06. Finder's Fee. Seller has not incurred any obligation for any
finder's, broker's or agent's fee in connection with the transactions
contemplated hereby.
3.07. Litigation. Seller has not had any legal action or
administrative proceeding or investigation instituted or, to the best of the
knowledge of Seller, threatened against or affecting, or that could affect
any of the assets or business of Seller. Seller is not (a) subject to any
continuing court or administrative order, writ, injunction or decree
applicable specifically to Seller or to its business, assets, operations or
employees, or (b) in default with respect to any such order, writ,
injunction or decree. Seller knows of no basis for any such action,
proceeding or investigation.
3.08. Title. Seller has good title to all of the Assets being sold to
Purchaser by it and that the same are free and clear of all liens and
encumbrances and the use, distribution and showing of the Assets will not
infringe any copyright claims of any other party.
3.09. Accuracy of Information Furnished. All information furnished to
Purchaser by Seller herein or in any exhibit hereto is true, correct and
complete in all material respects. Such information states all material
facts required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which such statements are made,
true, correct and complete.
ARTICLE IV
Purchaser's Conditions Precedent
Except as may be waived in writing by Purchaser, the obligations of
Purchaser hereunder are subject to the fulfillment at or prior to the
Closing of each of the following conditions:
4.01. Representations and Warranties. The representations and
warranties of Seller contained herein shall be true and correct as of the
Closing, and Purchaser shall not have discovered any material error,
misstatement or omission therein.
4.02. Covenants. Seller shall have performed and complied with all
covenants or conditions required by this Agreement to be performed and
complied with by them prior to the Closing.
4.03. Proceedings. No action, proceeding or order by any court or
governmental body or agency shall have been threatened in writing, asserted,
instituted or entered to restrain or prohibit the carrying out of the
transactions contemplated by this Agreement.
4.04. No Material Adverse Change. No material, adverse change in the
assets, business operations or financial condition of Seller shall have
occurred after the date hereof and prior to the Closing.
ARTICLE V
Seller's Conditions Precedent
Except as may be waived in writing by Seller, the obligations of Seller
hereunder are subject to fulfillment at or prior to the Closing of each of
the following conditions:
5.01. Representations and Warranties. The representations and
warranties of Purchaser contained herein shall be true and correct as of the
Closing, subject to any changes contemplated by this Agreement, Seller shall
not have discovered any material error, misstatement or omission therein.
5.02. Covenants. Purchaser shall have performed and complied in all
material respects with all covenants or conditions required by this
Agreement to be performed and complied with by it prior to the Closing.
5.03. Proceedings. No action, proceeding or order by any court or
governmental body or agency shall have been threatened in writing, asserted,
instituted or entered to restrain or prohibit the carrying out of the
transactions contemplated by this Agreement.
ARTICLE VI
Indemnification
6.01. Seller's Indemnity. Subject to the terms and conditions of
this Article VI, Seller hereby agrees to indemnify, defend and hold
Purchaser and its officers, directors, stockholders agents, attorneys and
affiliates harmless from and against all losses, claims, obligations,
demands, assessments, penalties, liabilities, costs, damages, reasonable
attorneys' fees and expenses (collectively, "Damages"), asserted against or
incurred by Purchaser by reason of or resulting from a breach by Seller or
of any representation, warranty or covenant contained herein or in any
agreement executed pursuant hereto, or the failure to perform any other
condition imposed on Seller hereunder.
6.02. Purchaser's Indemnity. Subject to the terms and conditions of
this Article VI, Purchaser hereby agrees to indemnify, defend and hold
Seller and its officers, directors, agents, attorneys and affiliates
harmless from and against all Damages asserted against or incurred by Seller
by reason of or resulting from a breach by Purchaser of any representation,
warranty or covenant contained herein or in any agreement executed pursuant
hereto, or the failure to perform any other condition imposed on Purchaser
hereunder.
6.03. Conditions of Indemnification. The respective obligations and
liabilities of Seller and Purchaser (the "indemnifying party") to the other
(the "party to be indemnified") under Sections 6.01 and 6.02 hereof with
respect to claims resulting from the assertion of liability by third parties
shall be subject to the following terms and conditions:
(a) Within 20 days (or such earlier time as might be required to
avoid prejudicing the indemnifying party's position including the entry of a
default judgment) after receipt of notice of commencement of any action
evidenced by service of process or other legal pleading, or with reasonable
promptness after the assertion in writing of any claim by a third party, the
party to be indemnified shall give the indemnifying party written notice
thereof together with a copy of such claim, process or other legal pleading,
and the indemnifying party shall have the right to undertake the defense
thereof by representatives of its own choosing and at its own expense;
provided, however, that the party to be indemnified may participate in the
defense with counsel of its own choice and at its own expense.
(b) In the event that the indemnifying party, by the 30th day after
receipt of notice of any such claim (or, if earlier, by the 10th day
preceding the day on which an answer or other pleading must be served in
order to prevent judgment by default in favor of the person asserting such
claim), does not elect to defend against such claim, the party to be
indemnified will (upon further notice to the indemnifying party) have the
right to undertake the defense, compromise or settlement of such claim on
behalf of and for the account and risk of the indemnifying party and at the
indemnifying party's expense, subject to the right of the indemnifying party
to assume the defense of such claims at any time prior to settlement,
compromise or final determination thereof.
(c) Anything in this Section 6.03 to the contrary notwithstanding,
the indemnifying party shall not settle any claim without the consent of the
party to be indemnified unless such settlement involves only the payment of
money and the claimant provides to the party to be indemnified a release
from all liability in respect of such claim. If the settlement of the claim
involves more than the payment of money, the indemnifying party shall not
settle the claim without the prior consent of the party to be indemnified,
which consent shall not be unreasonably withheld.
(d) The party to be indemnified and the indemnifying party will each
cooperate with all reasonable requests of the other.
6.04. Remedies Not Exclusive. The remedies provided in this Article
VI shall not be exclusive of any other rights or remedies available by one
party against the other, either at law or in equity.
ARTICLE VII
Miscellaneous
7.01. Amendment. This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by the party against
which enforcement of the amendment, modification or supplement is sought.
7.02. Assignment. Neither this Agreement nor any right created hereby
shall be assignable by either party hereto, except by Purchaser to a wholly-
owned subsidiary of Purchaser.
7.03. Notice. Any notice or communication must be in writing and
given by depositing the same in the United States mail, addressed to the
party to be notified, postage prepaid and registered or certified with
return receipt requested, or by delivering the same in person. Such notice
shall be deemed received on the date on which it is hand-delivered or on the
third business day following the date on which it is so mailed. For
purposes of notice, the addresses of the parties shall be:
If to Seller: Western International, Inc.
0000 Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 000000
Attn: Xxx Xxxxxxxx
with a copy to:
If to Purchaser: Mac Filmworks, Inc.
0000 Xxxxxxxxx Xxxx, Xxxxx X-0
Xxxxxxxxxx, Xx. 00000
Attn: Xxx XxXxxxxxxx
with a copy to: Xxxxxx X. Xxxxxxxxx
Xxxxxx & Xxxxxxxxx, P.C.
Texaco Heritage Plaza
1111 Bagby, Suite 2450
Xxxxxxx, Xxxxx 00000
Any party may change its address for notice by written notice given to the
other parties.
7.04. Entire Agreement. This Agreement and the exhibits hereto
supersede all prior agreements and understandings relating to the subject
matter hereof, except that the obligations of any party under any agreement
executed pursuant to this Agreement shall not be affected by this Section.
7.05. Costs, Expenses and Legal Fees. Whether or not the transactions
contemplated hereby are consummated, each party hereto shall bear its own
costs and expenses (including attorney fees), except that each party hereto
agrees to pay the costs and expenses, including reasonable attorney fees,
incurred by the other parties in successfully (a) enforcing any of the terms
of this Agreement, or (b) proving that the other parties breached any of the
terms of this Agreement in any material respect.
7.06. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws effective
during the term hereof, such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its
severance herefrom. Furthermore, in lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as part of this
Agreement, a provision as similar in its terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and
enforceable.
7.07. Specific Performance. Seller acknowledges that a refusal by
Seller to consummate the transaction contemplated hereby, will cause
irrevocable harm to Purchaser, for which there may be no adequate remedy at
law and for which the ascertainment of damages would be difficult.
Therefore, Purchaser shall be entitled, in addition to, and without having
to prove the inadequacy of, other remedies at law, to specific performance
of this Agreement, as well as injunctive relief (without being required to
post bond or other security).
7.08. Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants contained herein shall survive the
Closing and all statements contained in any certificate, exhibit or other
instrument delivered by or on behalf of Seller or Purchaser pursuant to this
Agreement shall be deemed to have been representations and warranties by
Seller or Purchaser, as the case may be, and shall survive the Closing and
any investigation made by any party hereto or on its behalf.
7.09. Governing Law. This Agreement and the rights and obligations of
the parties hereto shall be governed, construed and enforced in accordance
with the laws of the State of Texas. The parties agree that any litigation
relating directly or indirectly to this Agreement must be brought before and
determined by a court of competent jurisdiction within the State of
Louisiana.
7.10. Captions. The captions in this Agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.
7.11. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
7.12. Taxes. Buyer shall be liable for and shall indemnify Purchaser
against all sales, use or other taxes resulting from the transactions
contemplated hereby.
7.13. Bulk Transfer Laws. Prior to the Closing, the parties hereto
will comply in all respects with any applicable bulk transfer laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
SELLER:
WESTERN INTERNATIONAL, INC.
By://s// XXX XXXXXXXX
Name: Xxx Xxxxxxxx
Title: President
PURCHASER:
MAC FILMWORKS, INC.
By://s// XXX XXXXXXXXXX, SR.
Name: Xxx XxXxxxxxxx, Sr.
Title: President
EXHIBIT "A"
EXHIBIT "B"
THIS HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
AND IS TRANSFERRABLE ONLY UPON COMPLIANCE WITH ALL APPLICABLE SECURITIES AND
OTHER LAWS.
PROMISSORY NOTE
$87,000 Shreveport, Louisiana July 30, 1997
FOR VALUE RECEIVED, the undersigned, MAC FILMWORKS, INC. a Texas
corporation ("Maker"), hereby promises to pay to the order of WESTERN
INTERNATIONAL, INC. ("Payee"), at Shreveport, Louisiana, the principal sum
of Eighty-seven Thousand and no/100 Dollars ($87,000), in lawful money in
United States of America, which shall be legal tender, in payment of all
debts and dues, public and private, at the time of payment, bearing interest
and payable as provided herein.
Interest on the unpaid balance of this Note shall accrue at a rate per
annum equal to 6%; provided, however, that such interest shall not exceed
the Maximum Rate as hereinafter defined. All past-due principal and interest
shall bear interest at the maximum rate permitted by applicable law.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.
The principal amount and accrued interest of this Note shall be due and
payable two equal installments plus accrued interest, with a first payment
due on August 31, 1998 and the succeeding payment due on the same date one
year thereafter.
The installment payments are payable in cash, or upon the written
request of Payee thirty (30) days prior to the date payment is due, through
the issuance of Maker common stock, $.001 par value.
This Note may be prepaid in whole or in part, at any time and from time
to time, without premium or penalty.
If any payment of principal or interest on this Note shall become due
on a Saturday, Sunday or any other day on which national banks are not open
for business, such payment shall be made on the next succeeding business
day.
An event of default means default in the payment of the principal of,
and interest on, the Note at its maturity, whatever the reason for such
event of default and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of
any Court or any order, rule or regulation of any administrative
governmental body ("Event of Default").
If an Event of Default shall occur and shall continue for a period of
seventy two (72) hours, Payee shall automatically be entitled to shares of
Maker common stock. For purposes of this provision, the common stock issued
to Payee shall be valued at sixty percent (60%) of the average previous
thirty (30) days closing bid price, as quoted by NASDAQ or the OTC
Electronic Bulletin Board. Payee shall receive one demand registration
right and one piggy-back registration right for shares issued pursuant to
this provision.
Notwithstanding anything to the contrary in this Note or any other
agreement entered into in connection herewith, whether now existing or
hereafter arising and whether written or oral, it is agreed that the
aggregate of all interest and any other charges constituting interest, or
adjudicated as constituting interest, and contracted for, chargeable or
receivable under this Note or otherwise in connection with this loan
transaction, shall under no circumstances exceed the Maximum Rate. In the
event the maturity of this Note is accelerated by reason of an Event of
Default under this Note, other agreement entered into in connection herewith
or therewith, by voluntary prepayment by Maker or otherwise, then earned
interest may never include more than the Maximum Rate, computed from the
dates of each advance of the loan proceeds outstanding until payment. If
from any circumstance any holder of this Note shall ever receive interest or
any other charges constituting interest, or adjudicated as constituting
interest, the amount, if any, which would exceed the Maximum Rate shall be
applied to the reduction of the principal amount owing on this Note, and not
to the payment of interest; or if such excessive interest exceeds the unpaid
balance of principal hereof, the amount of such excessive interest that
exceeds the unpaid balance of principal hereof shall be refunded to Maker.
In determining whether or not the interest paid or payable exceeds the
Maximum Rate, to the extent permitted by applicable law (i) any non principal
payment shall be characterized as an expense, fee or premium rather than as
interest; and (ii) all interest at any time contracted for, charged,
received or preserved in connection herewith shall be amortized, prorated,
allocated and spread in equal parts during the period of the full stated
term of this Note. The term "Maximum Rate" shall mean the maximum rate of
interest allowed by applicable federal or state law.
Except as provided herein, Maker and any sureties, guarantors and
endorsers of this Note jointly and severally waive demand, presentment,
notice of nonpayment or dishonor, notice of intent to accelerate, notice of
acceleration, diligence in collecting, grace, notice and protest, and
consent to all extensions without notice for any period or periods of time
and partial payments, before or after maturity, without prejudice to the
holder. The holder shall similarly have the right to deal in any way, at
any time, with one or more of the foregoing parties without notice to any
other party, and to grant any such party any extensions of time for payment
of any of said indebtedness, or to grant any other indulgences or
forbearance whatsoever, without notice to any other party and without in any
way affecting the personal liability of any party hereunder. If any efforts
are made to collect or enforce this Note or any installment due hereunder,
the undersigned agrees to pay all collection costs and fees, including
reasonable attorney's fees.
This Note shall be construed and enforced under and in accordance with
the laws of the State of Louisiana.
IN WITNESS WHEREOF, Maker has duly executed this Note as of the day and
year first above written.
MAC FILMWORKS, INC.
By: //s// XXX XXXXXXXXXX, SR.
Xxx XxXxxxxxxx
EXHIBIT "C"
ASSIGNMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt, sufficiency and
adequacy of which are hereby acknowledged, Western International,
Inc.("WII") does hereby:
SELL, ASSIGN AND TRANSFER to Mac Filmworks, Inc., a Texas corporation,
the assets listed on Exhibit "A" attached hereto for its own use and for use
of its successors and assigns (the "Assets");
WARRANT AND COVENANT that no assignment, grant, mortgage, license or
other agreement affecting the rights and property herein conveyed by the
undersigned has been or will be made to others;
WARRANT AND COVENANT that the Assets are free and clear of all liens
and encumbrances and the use, distribution and showing of the assets will
not infringe any copyright claims of any party;
COVENANT, when requested and at the expense of the assignee, to execute
all additional instruments and to do all things necessary for carrying out
the purpose of this instrument;
TO BE BINDING on the assigns and successors of the undersigned and
extend to the successors and assigns.
IN WITNESS WHEREOF, the undersigned hereby executes this agreement the
30th day of July, 1997.
ASSIGNOR:
WESTERN INTERNATIONAL, INC.
By://s// XXX XXXXXXXX
Name: Xxx Xxxxxxxx
Title: President
