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Exhibit 10.4
▇▇▇▇ OF SALE AND CONVEYANCE
THIS ▇▇▇▇ OF SALE AND CONVEYANCE, made in Oxford, Florida, on February 16,
1993 between ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, residing at ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the
"Seller"), and Studio City, Incorporated, a Florida corporation having its
principal place of business at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ (the "Buyer"), who agree as follows:
That the Seller, in part consideration of the issuance to him one hundred
(100) shares of the capital stock of the Buyer, being only a portion of the
Buyers authorized capital stock, and of other valuable considerations, receipt
of which is acknowledged as a promissory note (as denoted in Exhibit A attached
to this document), and of the covenants and agreements of the Buyer contained
in this instrument does sell, grant, convey, assign, transfer and set over to
the Buyer,
All the property and assets, real, personal and mixed, both tangible and
intangible, of whatever nature and description, (as denoted in Exhibit B
attached to this document), and wherever situated, and all rights, franchises
and privileges of the Seller from the assets denoted in Exhibit B, including,
without limitation of the foregoing, the rights in all motion picture properties
in accordance to previous agreements, choses in action, trade acceptances, bills
of exchange, checks, drafts, notes, accounts receivable, both current and those
that have previously been written off from the books of the business, cause of
actions, judgments, debts, bonds, contracts, insurance policies of every kind,
and obligations of every value and description, trademarks, tradenames,
copyrights, patents, applications for patent, patent rights, licenses and
analogous rights, trade secrets, formulas and products for manufacture, goods,
materials and supplies, partial interests and other assets, property and estate
of every kind as of November 1, 1991 as denoted in Exhibit B.
TO HAVE AND TO HOLD the property, assets and rights unto the Buyer, its
successors and assigns, for its own use, provided, however, that nothing in
this ▇▇▇▇ of sale and conveyance contained shall be construed as an attempt to
assign any contract, claim, demand or right that is nonassignable or that an
attempt to assign would in any way impair, or as an attempt to transfer any
property in case such transfer would be invalid for any cause, but, the Seller
covenants to use his best efforts to obtain any and all consents necessary to
the assignment of any contract, claim, demand or right not assignable without
such consent, and will take any such steps as may be in his power to validate
the transfer of any property and the assignment of any contract, claim, demand
or right not now transferable or assignable.
1. In order, however, that the full value of every such contract, claim
and demand may be realized by, and for the benefit of the Buyer, the Seller
covenants and agrees with the Buyer that the Seller, or his legal
representatives, will, at the request, or under the direction, of the Buyer, in
the name of the Seller, or otherwise, as the Buyer shall specify, and as shall
be provided by law, take all such action, and do, all such things as shall, in
the opinion of the Buyer, be necessary or proper to facilitate the collection of
moneys due under every contract, claim or demand, the Buyer agreeing that all
costs and expenses of all actions so taken, shall be paid by the Buyer, and that
the Buyer will hold harmless the Seller and his legal representatives from any
claims that may be made against them, or any of them, by reason of anything that
the Seller, or his legal representatives, shall do, at the request of the Buyer,
in respect of any such contract, claim or demand.
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▇▇▇▇ of Sale and Conveyance
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2. In consideration of the premises, the Buyer, its successors and
assigns, assumes and covenants,
(a) To pay fully and discharge completely, in due course, to the
acquittal of the Seller, all debts and liabilities of the Seller as evidenced in
the attached Exhibit B and pre-existing contracts and agreements of every kind
and nature and to assume, perform and liquidate all of the outstanding
contracts, pre-existing agreements and obligations of the Seller of whatever
nature and kind.
(b) To pay the sum of One Million Five Hundred Fifty-Four Thousand
Twenty-Six Dollars and Fifty Cents ($1,554,026.50) to the Seller in the form of
a Promissory Note, hereto evidenced as Exhibit A and attached to this Agreement,
which is based on Twenty (20%) Percent of the Combined Total of Assets and
Liabilities.
(c) To issue to the Seller on the day of availability, Fifty-One
Percent (51%) of the Buyers Preferred Stock.
(d) To make available to the Seller warrants to purchase Five Million
Shares of the Buyers Common Stock at a price of $1.00 per share which is
exercisable at anytime which the Seller requests.
(e) To indemnify and hold the Seller harmless from and against all
claims, demands, liabilities, costs and expenses, now existing, or that may
hereafter arise, in connection with any such debts.
3. The Seller constitutes and appoints the Buyer, its successors and
assigns, the Sellers true and lawful attorney or attorneys, with full power of
substitution, for him, and in his name, place and ▇▇▇▇▇, for the benefit of the
Buyer, its successors and assigns, to demand and receive, from time to time,
any and all property and assets, both real, personal and mixed, tangible and
intangible, that have been bargained, sold, transferred, assigned and conveyed,
or intended so to be, and to give receipts and releases for and in respect of
the same, and any part, and, from time to time, to institute and prosecute in
the name of the Seller or otherwise, but at the expense and for the benefit of
the Buyer, its successors and assigns, any and all proceedings at law, in
equity, or otherwise, that the Buyer, it successors or assigns, may deem proper
in order to collect, assert or enforce any claims, rights or title of any kind
in and to the properties, assets, rights and privileges bargained, sold,
transferred, assigned and conveyed, or intended to be, and to defend and
compromise any and all actions, suits or proceedings in respect of any of the
property, assets, rights and privileges, and generally, to do any and all such
acts and things in relation as the Buyer, its successors or assigns, shall
deem advisable, the Seller declaring that the appointment made and the powers
granted are coupled with an interest and are, and shall be, irrevocable by the
Seller in any manner or for any reason.
4. The Seller, for himself and his legal representatives, covenants and
agrees with the Buyer, its successors and assigns, that the Seller, and his
legal representatives, will do, execute, acknowledge and deliver, or cause to
be executed, acknowledged or delivered, to the Buyer, it successors or
assigns, or to its nominee or nominees, any and all such further deeds, acts,
transfers, assignments, instruments, conveyances, powers of attorney and
assurances, as the Buyer may demand for the better assuring, conveying and
confirming to the Buyer, its successors, assigns and nominees, all the
property, assets, rights and privileges bargained, sold, transferred, assigned
and conveyed, or so intended to be.
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▇▇▇▇ of Sale and Conveyance
5. This ▇▇▇▇ of sale and conveyance and the covenants and agreements
contained it shall inure to the benefit of, and shall bind, the respective
parties to this instrument, and their respective legal representatives,
successors and assigns. Both parties agree that this agreement is a true and
legally binding contract under the General Statutes of the State of Florida, and
agree to be bound by the terms and conditions set forth in this document, as
well as, to honor and be bound by pre-existing legal agreements of both parties.
Dated, February 16, 1993, Oxford, Sumter County, Florida
/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ /s/ Studio City, Incorporated
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Signature of Seller Name of Buyer
▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Studio City, Incorporated
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Signed by Corporate Officer
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice Chairman
Witnesseth by: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇
------------------------------
Corporate Secretary
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Corporate Seal
Affixed Here
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EXHIBIT "A"
Stories and Titles Currently Available - Partial List
"Cut Throat Ridge"c1976
"The Plunderers"c1976
"The Last Glider" - Work In Progress
"Silence Awaits" - Work In Progress
"Stihlman and The Firestone" - Work In Progress
"The Orion Murders"c1990
"Battle of Buck Mountain"c1987
"A Delicate Obsession"c1987
"Seven Eleven ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇"▇▇▇▇▇
"Happy ▇▇▇"c1987
"Ghost Rider"c1984
"Teeth of Lions" - Work In Progress
"Dali" - Work In Progress
"The Hillsville Courthouse Murders"c1978
"The Last Great Adventure"c1978
"▇▇▇▇"c1975
"Wheels" - Work In Progress
"Freefalling" - Work In Progress
"Like A Butterfly" - Work In Progress
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EXHIBIT "B"
Assets and Rights Being Conveyed
---------------------------------
Motion Picture Screen Properties $ 2,000,000
under existing Agreements
(Valuation based on Union minimums, as
established by the Writers Guild of America,
with projected 2% of gross profit participation,
Calculated to $50,000 (Union Min.) plus $200,000
(profit participation) equalling $250,000 per
motion picture property.)
"Mistaken Identity" c1975 $ 250,000
"Mauvais" c1984 250,000
"Love Can Kill" c1985/1993 250,000
"Billion Dollar Bunnies" c1984/1993 250,000
"The Love Bugs" c1984/1993 250,000
"A Touch of Evil" c1984 250,000
"Eyes of Terror" c1983 250,000
"Rail Rider" c1984 250,000
Inventions $ 2,400,000
(1985 Basis valuation of consumer
products created for manufacture with
direct ownership of all marketing rights
and spinoff product components. Calculated
at $600,000 value per product design.)
"Environ Tools"(tm) $ 600,000
"Radius Gauge"(tm) 600,000
"Boot Valet"(tm) 600,000
"Book Lounge"(tm) 600,000
Art Concepts $ 500,000
(1988 Basis valuation of consumer
products based on free form solid
gold and silver sculptured chess sets
created for manufacture with direct
ownership of all marketing rights and
spinoff product components. Basis
similar to Franklin Mint product line
except in valuable metals.)
Wordsmith(tm)(c) Franchise Program $ 500,000
(1988 Basis valuation national
franchise programs providing services
to the consumer market with direct
ownership of all marketing rights and
spinoff product components.)
*Wordsmith(tm)(c) successfully operated
two such franchises which evolved into
a wholesale operation for three franchises.
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EXHIBIT "B" - CONT
Assets and Rights Being Conveyed
--------------------------------
Motion Picture Screen Properties under
option to purchase and developed $ 1,100,000
(Valuation based on option rights in 1993
for motion picture and television properties
under development in accordance with
standard industry guidelines, the value of
options range from $50,000 to $250,000 in
1993 marketplace.)
"Swingtime" c1993 $ 50,000
"Whooz Choice" c1985 50,000
"The War Lords" c1984 50,000
"Captain J Rides Again" c1988 50,000
"Midnight Blues" c1987 50,000
"Belle of ▇▇▇▇▇ ▇▇▇▇" c1986 50,000
"Hells Revenge" c1985 50,000
"Vendetta" 1984 50,000
"A Miracle In Tibet" c1986 50,000
"The Junkyard Gang" c1986 50,000
"The GaNodds" c1988 50,000
"So Far From My Heart" c1989 50,000
"Water Drop Series" c1993 50,000
"▇▇▇▇▇ ▇▇▇▇▇▇ Series" c1993 50,000
"Way Off Broadway" c1991 50,000
"Paparazzi" c1990 50,000
"Love Bugs" Television Game Show
c1990 50,000
"Fright Night" c1988 50,000
"Fountain Blue" c1992 50,000
"Worlds Greatest Escapes" c1993 50,000
"Seminole" Mini-Series, c1992/1993 50,000
Contemporary Career Guides(c)(tm) Publishing $ 500,000
(1990 valuation of publishing career guides
in various industries, which are categorized
as self help books. The first career guide
based on careers in the Airline Industry is
now ready for publication and marketing to
the consumer marketplace.)
PocIt(c)(tm) Publishing $ 225,000
(1992 valuation of publishing point of purchase
paperback novelty books and magazines, similar
to Globe Communications Mini-Mags, A series of
Nine Unsolved Murders and Disappearances in the
United States, where a Combined Reward and Movie
Contract of $101,000 is offered to the person(s)
who can solve these mysteries and/or lead to the
successful conviction of the perpetrator(s) in
each of these cases.)
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EXHIBIT "B" - CONT
Assets and Rights Being Conveyed
Motion Picture Screen Properties and Television
Production Properties a legal contract and option
has been created to purchase one or more filmed
entertainment properties. $ 1,000
(A minimal valuation has been placed on these
rights for development, production, and exploitation
for any one or combination of fifty-two motion picture
and television projects. In disclosure, an interest per
project is available to meet production and distribution
needs.)
Total Assets and Rights Being Conveyed $ 7,226,000
Liabilities, Debt and Costs Being Conveyed
Start-up Costs (TFC) 5,250.00
Expenses 1985-1989 36,262.34
Operational Expenses 44,135.26
Expenses 1990-1991 Cost From Contract 13,235.22
Original Equity 50,000.00
Carryover Costs 390,000.00
Total Liabilities, Debt and Costs Being Conveyed $ 544,132.82
Combined Total of Assets and Liabilities Conveyed $ 7,770,132.80
