AGREEMENT
THIS AGREEMENT is made and effective as of the 5th day of March 1999 by
and between DREAMWEAVERS N.V. having a mailing address at Inter Trust Antilles
N.V. Landhuis Joonchi Kaya Xxxxxxx X. Xxxxxxx Curacao N.A. (hereinafter
"DREAM"); FEDERAL AFFORDABLE HOUSING CORP., a Minnesota corporation having a
mailing address at 0000 Xxxx-xx-Xxx Xxxx., Xxxxx X, Xxxxxxxxxx, Xxxxxxx 00000,
XXX (hereinafter "FEDERAL"); AAA Homes Inc., a Florida corporation having a
mailing address at 0000 Xxxx-xx-Xxx Xxxx., Xxxxxxxxxx, Xxxxxxx 00000, XXX
(hereinafter "AAA").
W I T N E S S E T H:
WHEREAS, FEDERAL is a publicly traded company on the NASDAQ Bulletin Board
trading symbol "XXXX" and is a development state company engaged in real estate
in Central Florida; and FEDERAL has agreed to restructure itself into a holding
company by divesting itself of all its existing assets and liabilities, and
acquiring the USA rights to the "Concept" exploiting an animation of media
products known as "Xxxxx and the Dreamweavers" within the USA;
WHEREAS, DREAM is a company incorporated in Curacao, Netherlands Antilles
and has agreed to license and assign the USA rights to the "Concept" exploiting
an animation of media products known as "xxxxx and the Dreamweavers" within the
USA, in exchange for the issuance of the 16,000,000 restricted common shares of
FEDERAL common stock, and DREAM hereby grants to FEDERAL the USA rights to the
"Concept" Xxxxx and the Dreamweavers on terms and conditions as contained in
"The Heads of the License and Royalty Agreement" attached hereto as Exhibit "A";
and
WHEREAS, AAA has agreed to acquire all of the assets currently owned by
FEDERAL and to assume all of the liabilities of FEDERAL as of December 31, 1998.
NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS OF THE PARTIES
AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH
IS ACKNOWLEDGED BY, BETWEEN AND AMONG THE PARTIES, AND THE PARTIES HERETO,
WISHING TO BECOME LEGALLY BOUND UNDER THE TERMS OF THIS AGREEMENT, HEREBY AGREE
AS FOLLOWS:
1. FEDERAL hereby agrees to restructure itself into a company with no
assets or liabilities and in order to take an advantage of an opportunity in the
entertainment business, FEDERAL has agreed to arrange for the retirement of all
outstanding stock options or warrants and for the issuance of common stock to
compensate all salaries or consulting fees due, up to a maximum of no more than
1,000,000 of common stock to be outstanding after taking into consideration all
issued and outstanding shares.
Exhibit Number 6.1
2. FEDERAL has agreed to sell, assign and transfer all of its assets to
AAA. In exchange for AAA unconditionally assuming liability for any and all
liabilities of FEDERAL, due and owing by FEDERAL as of December 31, 1998,
including but not limited to all notes payable mortgages obligations relating to
real property owned by FEDERAL, trading debt, professional fees, State or
Federal Taxes, lease payments, royalties and any other obligations relating to
prior conduct of business of FEDERAL and/or any other assets investments or
liabilities acquired by FEDERAL prior to December 31, 1998 shall be transferred
to AAA and FEDERAL shall have no further claims or interest therein.
3. FEDERAL shall file all financial statements Form 10K and 10Q's due up
to and including December 31, 1998, such filings shall be concluded no later
than January 31, 1999, showing an authorized number of shares of 20 million.
4. DREAM hereby grants the USA rights to the "Concept" Xxxxx and the
Dreamweavers to FEDERAL in exchange for the delivery by FEDERAL of 16,000,000
shares of restricted common stock to DREAM and FEDERAL hereby agrees to deliver
upon execution of this Agreement the resignations of all current officers and
directors of FEDERAL and the Board resolution confirming the appointment of the
directors and officers nominated by DREAM namely Xxxx X. Peschar as President,
CEO, Secretary and Director.
5. DREAM hereby agrees to arrange for a non-affiliated third party
investors to purchase up to 2,000,000 shares of common stock of FEDERAL. FEDERAL
hereby agrees to sell up to 2,000,000 shares of restricted common stock for a
purchase consideration of Ten Million Dollars ($10,000,000). The shares shall be
issued pursuant to a Rule 508 offering and shall be delivered as restricted
common stock together with a legal opinion confirming the sale pursuant to an
exemption under the 1933 SEC Act. All costs and responsibilities for the 506
Offering and this transaction shall be paid by responsibility and arranged by
LaSalle Group Ltd. and the new board of directors will have the responsibility
to ensure compliance with all Federal and State Laws applicable to the offering.
6. Each party shall be liable for its own legal costs which they incur in
connection with this Agreement and/or any subsequent Agreements.
7. All of the parties agree that they have the right to enter into this
Agreement and to perform this Agreement without any conflicts of interest, and
this Agreement contains the entire agreement of the parties and may not be
changed or amended orally.
8. The parties agree that time is of the essence of this Agreement and
that if this Agreement falls to close within five (5) business days following
the date of execution of this Agreement, than and in that event, this Agreement
shall be null, valid and of no effect, and the parties hereto shall be relieved
of any legal liabilities whatsoever concerning the terms of this Agreement.
9. This Agreement may be executed in multiple counterparts, all of which,
when taken together, shall constitute one and the same document. Facsimile
signatures shall have the same binding effect as original signatures. All
communications required to be given under the terms and conditions of this
Agreement shall be sent by Facsimile, with hard copy to follow by commercial
communication at the address set forth in the preamble to this Agreement, unless
the party entitled to receive such notice has given the party charged with the
sending of such notice, a new mailing address or telefax number. Such
communication shall be deemed as received by the receiving party upon an actual
delivery receipt from telefax or commercial delivery service.
10. This Agreement shall be binding upon the parties hereto, their heirs,
administrators, legal representatives, trustee or any other parties in privy
with the parties, including their agents, servants and employees.
11. Jurisdiction and venue for purposes of enforcing the terms and
conditions of this Agreement shall vest in the courts of Competent Jurisdiction
in Las Vegas, Nevada. In the event of any litigation arising under or by virtue
of the terms of this agreement or the business transactions between the parties
as created by this Agreement, the prevailing party to such litigation, in
addition to any other remedies otherwise allowable by law, shall be entitled to
an award of reasonable attorneys' fees and costs at all stages of the
litigation, including review.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as
of the day and year first above written.
DREAMWEAVERS, N.V.
By: INTERTRUST (ANTILLES) N. V.
By: /s/ X. Xxxxx
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X. Xxxxx
Managing Director
FEDERAL AFFORDABLE HOUSING CORP.
By: /s/ Xxxxxxx X. Xxxx
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As: President
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AAA HOMES, INC.
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
As: President
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HEADS OF THE LICENSE AND ROYALTY AGREEMENT
HEADS OF THE LICENSE AND ROYALTY AGREEMENT, dated as of the 2nd day of
November 1988, between DREAMWEAVERS N.V., a company organized under the laws of
Curacao ("Dreamweavers N.V.") and AMERICAN DREAM ENTERTAINMENT, INC. (formally
Federal Affordable Housing Inc., a corporation organized under the laws of the
State of Minnesota USA ("American Dream").
1. Recitals
WHEREAS, Dreamweavers N.V. has developed a concept for ("Concept");
exploiting an animation of media products known as "Xxxxx and the Dreamweavers"
within the USA; and
WHEREAS, American Dream desires to obtain from Dreamweavers N.V. the
exclusive right to market the Concept of "Xxxxx and the Dreamweavers," the
trademark and all merchandising within the United States of America.
NOW, THEREFORE, in consideration and understanding that the respective
lawyers of both parties will detail the exact wording of the hereby agreed head
of agreement within three (3) months as set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
2. Representations by Dreamweavers N.V.
Dreamweavers N.V. represents that:
a. it has the right to enter into this Agreement;
b. it has no other agreements and has not granted to any other person
or entity any right, License or Royalty Agreement, or any other
right or privilege in the Concept for the United States of America;
c. it is in a position to enter into and perform this Agreement without
any conflicts of interest; and
3. Representation by American Dream
American Dream represents that:
a. it has the right to enter into this Agreement;
b. it will devote sufficient time and effort to the exploitation of the
rights granted hereunder; and
c. it is in a position to enter into and perform this Agreement without
any conflicts of interest.
4. Consideration
As consideration for the exclusive right to market "Xxxxx and the
Dreamweavers" within the continental USA, American Dream shall pay Dreamweavers
N.V. a royalty fee of three percent (3%) of the revenues generated by American
Dream from the exploitation of the marketing and/or operation of "Xxxxx and the
Dreamweavers," or any portion thereof. In addition, American Dream agrees to
purchase from Dreamweavers N.V. and its affiliated companies the Trademark and
exclusive right to commercially exploit the "Xxxxx and the Dreamweavers"
products for Five Million Five Hundred Thousand U.S. Dollars ($5,500,000)
purchase price, which sum shall be payable on the successful completion of the
Private Placement, American Dream is in the process of completing, and
Dreamweavers N.V. shall deliver the media products consisting of feature film
together with the license for TV production of "Xxxxx and the Dreamweavers,"
License for the Merchandising "Xxxxx and the Dreamweavers," License for the
Music of "Xxxxx and the Dreamweavers," License for Designer Fashion Wear of
"Xxxxx and the Dreamweavers," License for the Video of "Xxxxx and the
Dreamweavers" and the License for the Private Label Merchandising of "Xxxxx and
the Dreamweavers" ancillary products.
As further consideration for the granting of the exclusive License and
Royalty Agreement, American Dream hereby agrees to issue to Dreamweavers N.V.
sixteen million (16,000,000) shares of its restricted common stock.
These shares shall be delivered immediately upon execution of this
Agreement at which time the Heads of the License Agreement shall be deemed to be
in full force and effect.
5. License
This License grants to American Dream the exclusive right to utilize the
animated media property of Dreamweavers N.V. provided by Dreamweavers N.V. to
American Dream for the purpose of commercial exploitation, in all media forms
and the marketing of all "Xxxxx and the Dreamweavers" related products and the
general operation of the business of exploiting the "Xxxxx and the Dreamweavers"
Concept within the continental United States of America.
Dreamweavers N.V. shall deliver to American Dream by no later than October
30, 2000, the following "Xxxxx and the Dreamweavers" media and ancillary
products.
a. A master copy of a feature length animated TV movie 72 minutes.
b. A master copy of the animated television series of 26 episodes each
26 minutes.
c. Music production and music albums, CDs.
d. Promotional interactive Internet use of the website and games.
e. The rights to sell a Xxxxx designer and fashion label.
f. The rights to ancillary merchandising products of all Xxxxx and the
Dreamweavers ancillary products.
6. Royalty
American Dream shall pay Dreamweavers N.V. a royalty fee of three percent
(3%) of the revenues generated by American Dream from the exploitation of the
marketing and/or operation of the "Xxxxx and the Dreamweavers" Concept within
the continental United States of America.
7. Term
The term of any License and Royalty Agreement granted hereunder shall
remain in effect for fifteen (15) years from the date hereof and thereafter may
be extended for an additional five (5) year term upon the mutual agreement of
the parties hereto.
Notwithstanding anything to the contrary, Dreamweavers N.V. may terminate
this Agreement upon written notice to American Dream:
a. if any payment is not made when due; provided, however, that
American shall have twenty (20) days from the giving of
written notice of such default;
b. if American Dream defaults in its performance of any term or
condition of this Agreement and the default is not cured
within thirty (30) days after notice is given to American
Dream; or
c. if American Dream is adjudged bankrupt, declared insolvent,
files a petition of voluntary or involuntary bankruptcy,
enters into an assignment of assets for the benefit of
creditors, or has a receiver appointed.
8. Accounting/Payments
All payments due hereunder to Dreamweavers N.V. shall be paid on a monthly
basis. American Dream shall make and keep full and accurate accounting books and
records in sufficient detail to enable payments due to Dreamweavers N.V. to be
determined.
9. No Right to sublicense
American Dream shall have no rights to sublicense any of the rights
granted hereunder without the express written permission of Dreamweavers N.V.
10. Infringement
To be specified but the normal standard clauses to be incorporated in
final document.
11. Improvements
If, during the term of this Agreement, Dreamweavers N.V. makes any
improvements in the concept or the mode of using the Concept, or becomes the
owner of any improvement either through patents or otherwise, then Dreamweavers
N.V. shall make available to American Dream full information regarding the
improvement (subject to American Dream entering into a confidentiality agreement
acceptable to Dreamweavers N.V.) and, if additional terms (financial and
otherwise) shall be agreed upon by the parties hereto, such improvement shall be
included in any grant made hereunder.
If during the term of this Agreement American Dream makes any improvements
or modifications to the "Xxxxx and the Dreamweavers" concept, American Dream
will provide Dreamweavers N.V. full access and technical information regarding
such improvements and obtain the approval of Dreamweavers N.V. prior to
implementing such modifications.
12. Governing Law, Jurisdiction
This Agreement shall be governed by and construed in accordance with the
laws of the Netherlands Antilles.
13. Notices
Any notices or other communications required or permitted hereunder to be
effective shall be in writing and shall be deemed to have been duly given or
made when personally delivered or, in the case of registered or certified mail,
postage prepaid, two or three days after being sent, or, in the case of
overnight courier or prepaid telegram, one business day after being sent by such
overnight delivery service or by prepaid telegram, addressed in each case as
follows:
If to Dreamweavers N.V.:
Inter Trust Antilles N.V.
Landhuis Joonchi Kaya Xxxxxxx X. Xxxxxxx
Curacao, NA
Telephone: (000) 0 000 00 00
Fax: (000) 0 000 000 00
If to American Dream Entertainment Inc.:
C/o NEVADA Corporate Services Inc.
0000 X. Xxxxxx Xxxxx 000 Xxx Xxxxx, XX 00000 XXX
14. Amendments and Waivers
This Agreement may be amended, or any provision of this Agreement may be
waived, provided that no such amendment or waiver shall be valid unless set
forth in writing executed by the parties hereto or, in the case of a waiver, by
the party waiving such provision. The waiver by any party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other breach.
15. Severability
If any one or more or any portion of the provisions of this Head of
Agreement is deemed to be invalid or unenforceable in any respect for any
reason, the parties shall negotiate in good faith to revise the terms of these
Heads of Agreement to adjust for the invalidity or unenforceability of such
provisions and the validity and enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired thereby.
16. Assignability
The rights granted hereunder shall not be assignable by American Dream.
Dreamweavers N.V. may assign its financial interest in this Agreement but may
not assign any of the other obligations hereunder.
17. Limitations
The license shall apply to all commercial rights to "Xxxxx and the
Dreamweavers" by American Dream within the Continental United States of America.
a. The license will not be assignable to third parties;
b. All liabilities, direct or consequential, incurred by "Xxxxx and the
Dreamweavers" by American Dream shall be borne exclusively by
American Dream.
IN WITNESS WHEREOF, American Dream Entertainment Inc. and Dreamweavers
N.V. have executed this Agreement as of the day and year first above
written.
AMERICAN DREAM
ENTERTAINMENT, INC.
By:
------------------------------------
As:
------------------------------------
DREAMWEAVERS, N.V.
By: INTERTRUST (ANTILLES) N.V.
By:
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X. Xxxxx
Managing Director
XXXX OF SALE
BE IT KNOWN, for good consideration, and in payment of the sum of one
hundred dollars the receipt and sufficiency of which is acknowledged, the
undersigned _______________________ of Federal Affordable Housing Corp. (Seller)
hereby sells and transfer to AAA Homes Inc. of 0000 Xxxx xx Xxx Xxxx.,
Xxxxxxxxxx, XX (Buyer) and the Buyer's successors and assigns forever, the
following described chattels and personal property:
Federal Affordable Housing Corp. has agreed to sell, assign and transfer all of
its assets to AAA Homes Inc. In exchange for AAA Homes Inc., unconditionally
assuming liability for any and all liabilities of Federal Affordable Housing
Corp., due and owing by Federal Affordable Housing Corp. as of December 31, 1998
including but not limited to all notes payable mortgages obligations relating to
real property owned by Federal Affordable Housing Corp., trading debt,
professional fees, State or Federal Taxes, lease payments, royalties and any
other obligations relating to prior conduct of business of Federal Affordable
Housing Corp. and/or any other assets investments or liabilities acquired by
Federal Affordable Housing Corp. prior to December 31, 1998 shall be transferred
to AAA Homes Inc. and Federal Affordable Housing Corp. shall have no further
claims or interest therein. This is being done in accordance with the attached
agreement between Federal Affordable Housing Corp. and American Dream
Entertainment, Inc.
The Seller warrants to Buyer it has good and marketable title to said
property, full authority to sell and transfer said property, and that said
property is sold free of all liens, encumbrances, liabilities and adverse claims
of every nature and description whatsoever.
Seller further warrants to Buyer that it will fully defend, protect,
indemnify and hold harmless the Buyer and its lawful successors and assigns from
any adverse claim made thereto by all persons whomsoever.
Said property is otherwise sold in "as is" condition and where presently
located.
Signed this 31st day of December, 1998.
Signed in the presence of:
/s/ Xxxxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxx
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Witness Seller
Xxxxxxxxx X. Xxxx 1616 Gulf to Bay Blvd.,
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Print Name of Witness Address of Seller
0000 Xxxxxxx Xx. Xx. X., Xxxxxxxxxx, XX /s/Xxxxxxx X. Xxxx
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Address of Witness Buyer
1616 Gulf to Bay
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Address of Buyer
Exhibit Number 6.1
