EX-10 3 mede_ex10.txt EX 10 - REDEMPTION AGREEMENT EXHIBIT 10.1 REDEMPTION AGREEMENT REDEMPTION AGREEMENT ("Agreement"), made as of this 31st day of December 2001, by and among Matthew Moghadasian ("the Seller") with an address at P.O. Box 55127, Valencia, CA 91385 and Media and Entertainment.com, Inc., a Nevada corporation with its principal place of business at 500 N. Rainbow Blvd., Las Vegas, Nevada 89107 (the "Company"). W I T N E S S E T H: WHEREAS, the Company and the Seller entered into an Asset Purchase Agreement (the "APA") on July 30, 2001 pursuant to which the Company issued 100,000 of its shares of Common Stock, $.001 par value (the "Shares"), to Seller in consideration of the sale to the Company of all assets listed on the Bill of Sale attached hereto as Exhibit A (the "Assets"). WHEREAS, the Company and the Seller mutually decided to terminate and rescind their relationship as of December 31, 2001, however, were unable to memorialize such termination until the date hereof; and WHEREAS, the Seller is desirous of selling the Shares of the Company back to the Company and the Company is desirous of redeeming all of the Seller's Shares and effecting such rescission in accordance with the terms and conditions contained hereinafter. NOW, THEREFORE, in consideration of the foregoing and the mutual premises and covenants contained hereinafter, the parties hereto hereby agree as follows: PAGE-1- 1. Sale and Delivery of Shares. Seller hereby sells, transfers, assigns and delivers to the Company and the Company hereby redeems as of the Closing date, as hereinafter defined, all of the 100,000 Shares of the Company, presently owned by the Seller. The certificates evidencing the Shares to be transferred shall be duly endorsed for transfer. 2. Purchase Price. In consideration for the redemption of the Shares, the Company will at the Closing deliver the Assets (the "Purchase Price"). 3. Closing. (a) The closing ("Closing") of the transactions contemplated by this Agreement will take place simultaneous with the execution of this Agreement on February __, 2002 (the "Closing Date"), at the offices of the Company, 500 N. Rainbow Blvd., Suite 300, Las Vegas, Nevada 89107, or at such other time and place as the parties hereto mutually agree. (b) Seller shall deliver to the Company at the Closing certificates for the Shares duly endorsed for transfer in blank or with stock powers executed in blank attached. (c) Seller shall deliver to the Company at the Closing a general release which shall include, but not be limited to a release of the Company from all obligations under the APA, including, but not limited to, employment of Matthew Moghadasian by the Company under an employment agreement, or otherwise; stock options to purchase the Company's Common Stock; and the right to a percentage of the gross profits contributed by Matthews Affiliated Productions to the Company. (d) The Company shall deliver to the Seller all right, title and interest to the Assets, constituting the Purchase Price as set forth in Section 2 above, together with all other documents and agreements required to be delivered by it hereunder. PAGE-2- (e) The Company shall execute such other documents as reasonably requested by the Seller and its counsel, at the Closing or thereafter in order to effect the terms and provisions of this Agreement and the limitations contemplated hereby. (f) Seller shall execute such other documents as reasonably requested by the Company and its counsel, at the Closing or thereafter in order to effect the terms and provisions of this Agreement and the transactions contemplated hereby. 4. Representations, Warranties and Covenants of the Company. In order to induce Seller to enter into this Agreement, the Company hereby represents and warrants to and agrees with Seller as follows: (a) To the best of its knowledge, the execution and delivery of this Agreement and the consummation of the transactions contemplated in this Agreement (i) have been duly authorized by all requisite corporate action and (ii) do not and shall not conflict with or result in a breach or violation of any of the terms or provisions of any agreement or instrument to which the Company is a party, or its certificate of incorporation or by-laws, or any law, rule, regulation, judgment, order or decree of any government, government agency or court with jurisdiction over the Company. (b) To the best of its knowledge, this Agreement constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, except as (i) the enforceability hereof may be limited by bankruptcy, insolvency or similar laws affecting the enforceability of creditor's rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. PAGE-3- (c) The Company is now and on the date of Closing will be a duly organized and validly existing corporation and in good standing under the laws of the State of Nevada. The Company has complete and total ownership and all right, title and interest to the Assets. (d) The Company holds good and marketable title to the Assets, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of all liabilities, obligations, security interests, liens, pledges, charges or encumbrances of any kind whatsoever. (e) The Company has not employed any broker or finder in connection with the transaction contemplated by this Agreement or taken action that would give rise to valid claims against any party for a brokerage commission, finder's fee or other like payment. (f) The execution and delivery of this Agreement by the Company and the consummation of the completed transaction, will not result in the creation or imposition of any valid lien, charge or encumbrance on any of the assets, and will not require the authorization, consent, or approval of any third party, including any governmental division or regulatory agency. (g) The Company is neither party to, nor otherwise subject to any collective bargaining or other agreement governing the wages, hours, in terms of any associated business relating to the Assets. (h) At the time of closing, there will be no material leases, employment contracts, contracts for services, or maintenance, or other similar contracts, existing or related to or connected with the operation of Seller's assets not cancelable within thirty (30) days. PAGE-4- (i) The Company has no knowledge of any claim, litigation, proceeding, or investigation pending or threatened against the Company that might result in any material adverse change in the business or condition of the Assets being conveyed under this Agreement. (j) The representations, warranties, covenants and agreements of the Company contained herein or in any other document furnished by them hereunder, shall be deemed and construed to be continuing representations, warranties, covenants and agreements and shall survive the Closing. 5. Representations. Warranties and Covenants of the Seller. In order to induce the Company to enter into this Agreement, Seller hereby represents and warrants to and agrees with the Company as follows: (a) Seller's Shares are owned beneficially and of record by Matthew Moghadasian. The Shares are validly issued and outstanding, fully paid for and non-assessable and free of preemptive rights. There are no outstanding (i) securities convertible into or exchangeable for the Shares (ii) options, warrants or other rights to purchase or subscribe for the Shares, or (iii) contracts, commitments, shareholder agreements or other agreements, commitments, understandings or arrangements of any kind to which Seller is a party relating to the voting, issuance, acquisition, disposition or otherwise concerning the Shares. Any and all agreements among the Company and Seller or between any of them and any other party have been terminated and are of no force and effect. Seller owns the Shares free and clear of all liens, charges, encumbrances or claims of others, and upon delivery of the Shares by Seller pursuant to this Agreement, the Company will acquire good, valid and marketable title thereto free and clear of all liens, charges, encumbrances and claims of others. PAGE-5- (b) Seller has the capacity to enter into, deliver the Shares and perform under the terms of this Agreement and the execution, delivery and performance of this Agreement will not violate or conflict with any agreement, instrument, law or regulation to which Seller is a party or by which Seller is or may be bound. (c) As of the date of this Agreement, there is not pending nor threatened, any claim or litigation against Seller and/or the Company, affecting the ownership of the Shares or involving the Company's properties, which might result in a material adverse change in the financial position, business, assets, properties or operations of the Company. (d) This Agreement constitutes a valid and binding obligation of Seller enforceable in accordance with its terms, except as (i) the enforceability hereof may be limited by bankruptcy, insolvency or similar laws affecting the enforceability of creditor's rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. (e) As of the date of this Agreement, there are no liabilities or obligations of the Company of any nature whatsoever, whether accrued, absolute, contingent or otherwise, which have been incurred by Seller or of which Seller has knowledge. (f) As of the date of this Agreement, there are no wages, salaries, vacation, or other compensation payable by the Company to Seller and Seller's employees. (g) As of the date of this Agreement, all Assets of the Company, as set forth on Exhibit A, being returned to Seller, are located at the Company's premises at Matthews Affiliated Productions, Inc., P.O. Box 55127, Valencia, California 91385 for which Seller shall take possession upon the execution of this Agreement. PAGE-6- (h) The Company hereby waives any and all rights to use the assumed name of Matthews Affiliated Productions. (i) Seller has not employed any broker or finder in connection with the transaction contemplated by this Agreement and has taken no action that would give rise to a valid claim against any party for a brokerage commission, finder's fee or other like payment. (j) The representations, warranties, covenants and agreements of Seller contained herein or in any other document furnished by him hereunder, shall be deemed and construed to be continuing representations, warranties, covenants and agreements and shall survive the Closing. 6. Conditions Precedent to Seller's Obligations. The obligation of Seller to purchase the Assets is subject to the fulfillment, prior to or at the Closing date, of each of the following conditions, any one or portion of which may be waived in writing by Seller: (a) All representations and warranties made in this Agreement by the Company shall be true as of the closing date as fully as those such representations and warranties had been made on or as of the Closing date, and, as of the Closing date, the Company shall have violated or shall have failed to perform in accordance with any covenant contained in this Agreement. (b) Seller shall have obtained all licenses and permits from public authorities necessary to authorize the ownership and operation of the business of Assets. PAGE-7- (c) There shall have been no material adverse change in the manner of operation of the Assets prior to the Closing date. (d) At the Closing date, no suit, action or other proceeding shall have been threatened or instituted to restrain, enjoin or otherwise prevent the consummation of this Agreement or the contemplated transactions. 7. Conditions Precedent to Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing date, of the following condition, which may be waived in writing by the Company: All representations and warranties made in this Agreement by Seller shall be true as of the Closing date as fully as though such representations and warranties have been made on and as of the Closing date, and Seller shall not have violated or shall not have failed to perform in accordance with any covenant contained in this Agreement. 8. Seller's Acceptance. Seller represents and acknowledges that it has entered into this Agreement on the basis of its own examination, personal knowledge, and opinion of the value of the business. Seller has not relied on any Representations made by the Company other than those specified in this Agreement. Seller further acknowledges that the Company has made no agreement or promise to repair or improve any property being sold to Seller under this Agreement, and that Seller takes all such property in the condition existing on the date of this Agreement, except as otherwise provided in this Agreement. 9. Indemnification and Survival. All representations and warranties made in this Agreement shall survive the closing of this Agreement, except that any party to whom a representation or warranty has been made in this Agreement shall be deemed to have waived any misrepresentation or breach of representation or warranty which such party had knowledge prior to Closing. PAGE-8- Any party learning or a misrepresentation or breach of representation or warranty under this Agreement shall immediately give notice thereof to all other parties to this Agreement. The representations and warranties in this Agreement shall terminate three (3) years from the Closing date, and such representations or warranties shall thereafter be without force or effect, except any claim with respect to which notice has been given to the party to be charged prior to such expiration date. 10. The Company's Indemnification. (a) The Company hereby agrees to indemnify and hold Seller, its successors and assigns harmless from and against: (i) Any and all claims, liabilities and obligations of every kind and description, contingent or otherwise, arising out of or related to the operation of the assets prior to the close of business on the day before the Closing date, except for claims, liabilities and obligations of the Company expressly assumed by the Seller under this Agreement or paid by insurance maintained by the Company or the Seller. (ii) Any and all damage or deficiency resulting from any material misrepresentation or breach of warranty or covenant, or nonfulfillment of any agreement on the part of Seller under this Agreement. (b) The Company's indemnity obligations under 10(a) shall be subject to the following: PAGE-9- (i) If any claim is asserted against the Seller that would give rise to a claim by Seller against the Company for indemnification under the provisions of this paragraph, the Seller shall promptly give written notice to Company concerning such claim and the Company shall, at no expense to Seller defend the claim. (ii) The Company shall not be required to indemnify the Seller for any amounts that exceed the total Purchase Price paid by the Seller under Section 2 of this Agreement. 11. Seller's Indemnification. Seller agrees to defend, indemnify and hold harmless the Company from and against: (a) Any and all claims, liabilities and obligations of every kind and description, contingent or otherwise, arising out of or related to the operation of the Assets following Closing or arising out of Seller's failure to perform obligations of Seller assumed by buyer pursuant to this Agreement. (b) Any and all damages or deficiencies resulting from any material misrepresentation, breach of warranty or covenant, or nonfulfillment of any agreement on the part of Seller under this Agreement. 12. (A) Obligations of the Company at Closing. At the Closing, the Company shall deliver to Seller the following: (i) Bills of Sale, Assignments, properly endorsed Certificate of Titles, and other instruments of transfer, in form and substance reasonable satisfactory to counsel for Seller necessary to transfer and convey all of the Assets to Seller. PAGE-10- (ii) Such other certificates and documents as may be called for by the provisions of this Agreement. (B) Obligations of Seller at Closing. At the Closing Seller shall deliver to the Company the following: (i) A 100,000 share stock certificate of the Company held of record by [Matthew Moghadasian] along with appropriate stock powers. (ii) Such other certificates and documents as may be called for by the provisions of this Agreement. 13. Bulk Sales Law. Seller waives compliance by the Company with the Bulk Transfer Act. In the event any creditor of the Company claims the benefit of the Bulk Transfer Law as against Seller or any of the Assets being conveyed to Seller under this Agreement, the Company shall immediately pay or otherwise satisfy such claim or undertake its defense. The Company shall indemnify and hold Seller harmless from and against any and all loss, expense, or damage resulting from the failure to comply with the Bulk Transfer law. If the Company fails to comply with the provision of this Section 13 and Seller is required to pay any creditor of the Company in order to protect the property purchased under this agreement from claims or liens of the Company's creditors, except those assumed by Seller, the Seller may offset the amount it pays against the balance due the Company by furnishing to the Seller proof of such payment in the form of a receipt from the creditor involved. l4. Termination of Agreement. (a) By Mutual Consent. This Agreement may be terminated by mutual written consent of Seller and the Company. PAGE-11- (b) Breach of Representations and Warranties; Failure of Conditions. Seller may elect by notice to the Company, and the Company may elect by notice to Seller, to terminate this Agreement if: (i) The terminating party shall have discovered a material error, misstatement, or omissions in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen (15) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing date, whichever first occurs. (ii) All of the conditions precedent of the terminating party's obligations under this Agreement as set forth in either Section 6 or 7, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing date. 15. Closing Notwithstanding The Right to Terminate. The party with a right to terminate this Agreement pursuant to Section 14(a) or l4(b) shall not be bound to exercise such right, and its failure to exercise such right shall not constitute a waiver of any other right it may have under this Agreement, including, but not limited to, remedies for breach of a representation, warranty, or covenant. 16. Miscellaneous. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors, and assigns of the parties. (b) Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be mailed by certified mail, return receipt requested, postage prepaid, addressed to the parties as follows: PAGE-12- Contact Person: Matthew Moghadasian Seller: Matthews Affiliated Productions, Inc. Address: P.O. Box 55127 City/state/zip: Valencia, CA 91385 Telephone: 661-254-1970 The Company: Media and Entertainment.com, Inc. Address: 500 N. Rainbow Blvd. - Suite 300 City/state/zip: Las Vegas, NV 89107 Contact Person: Roger Paglia Telephone: 702-221-1935 All notices and other communications shall be deemed to be given at the expiration of three (3) days after the date of mailing. The address to which notices or other communications shall be mailed may be changed from time to time by giving written notice to the other parties as provided above. (c) In the event of a default under this Agreement, the defaulting party shall reimburse the nondefaulting party or parties for all costs and expenses reasonable incurred by the nondefaulting party or parties in connection with the default, including without limitation attorney fees. Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this Agreement, the prevailing party or parties shall be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including without limitation reasonable attorney fees at the trial level and on appeal. (d) No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. PAGE-13- (e) This Agreement shall be governed by and shall be construed in accordance with the laws of the State of Nevada. (f) This Agreement constitutes the entire agreement between the parties pertaining to its subject and it supersedes all prior contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties. Witness the signatures of the parties this the 28th day of February 2002. SELLER: THE COMPANY: /s/ Matthew Moghadasian /s/ Roger Paglia ----------------------- ------------------------------------ Matthew Moghadasian Roger Paglia, Chairman of the Board PAGE-14- EXHIBIT "A" BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that Media and Entertainment.com, Inc. ("Seller") a Nevada corporation, pursuant to and subject to the terms and conditions of a Redemption Agreement dated as of December 31, 2001 by and between Seller and Matthew Moghadasian, for good and valuable consideration, to it in hand paid, does bargain, sell, transfer, assign and convey the following goods and property: (i) 1. Contracts for service with and outstanding Accounts Receivable for the following: 2. Accessorize by Elayne 3. AV Equipment Rental 4. Lucas Insurance 5. RKR, Inc. 6. Santa Clarita Athletic Club 7. Santa Clarita Studios 8. Soundman 9. Tracy's Nails 10. Valencia Acura 11. Valencia Chevrolet 12. The business name Matthews Affiliated Productions 13. All associated goodwill and other intangibles (ii) The names of the business which will become a DBA of Media and Entertainment.com, Inc. (Matthews Affiliated Productions) (iii) All associated intangible assets. (iv) The Company's goodwill if any. (v) All cash and money instruments in all accounts. (vi) All Accounts Receivables. (vii) All furniture, inventory, and equipment per the attached list. (viii) All Copyrights, Trademarks, and Patents. PAGE-15-E1 (ix) All future checks for Matthews agency work will be endorsed over to Matthew Moghadasian. To Matthew Moghadasian, a California resident, his successors and assigns to have and to hold forever. Seller does hereby covenant and agree to and with Buyer to warrant and defend the sale of goods and property hereby sold unto Buyer, its successors and assigns, against each and every person and persons whomsoever. IN WITNESS WHEREOF, the undersigned has hereunto set its hand and seal as of this ______ day of February, 2002. Media and Entertainment.com, Inc. By: /s/ Roger Paglia ----------------------- Roger Paglia, CEO Signed, sealed and delivered in the presence of: ---------------------------- PAGE-16-E2