Termination Agreement - OnlineFilmSales.com LLC and MediaChase Ltd.
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this "Agreement") is entered into on
March 28, 2000 (the "Effective Date"), by Onlinefilmsales.com, LLC, a
Delaware limited liability company ("Onlinefilmsales"), for the benefit of
MediaChase, Ltd., a Delaware corporation ("MediaChase"), with reference to
the following facts:
A. MediaChase has previously executed a Secured Promissory Note,
dated November 12, 1999, by MediaChase, payable to the order of
InternetStudios.com, Inc., a Nevada corporation ("InternetStudios"), in the
original principal amount of $2,025,000, as amended by those certain Allonges
to Secured Promissory Note, each by MediaChase, dated November 18, 1999,
December 16, 1999, February 1, 2000 and March 27, 2000 (the "Note").
B. Following the execution and delivery of the Note, pursuant to
that certain Contribution, Assignment and Assumption Agreement, dated as of
March 28, 2000, by and between InternetStudios and Onlinefilmsales,
InternetStudios contributed substantially all of its assets (including all of
its right, title and interest in and to the Note) to Onlinefilmsales.
C. Concurrently herewith, MediaChase and Onlinefilmsales are
entering into a Contribution, Assignment and Assumption Agreement, of even
date herewith, providing for the contribution and assignment of a portion of
MediaChase's membership interest in ReporterTV.com, LLC, a Delaware limited
liability company ("ReporterTV") to Onlinefilmsales in partial consideration
of its contribution of the Note to ReporterTV pursuant to the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties agree
as follows:
1. Effective as of the Effective Date, the Note and related UCC-1
Financing Statement dated November 15, 1999 (file number 9932360354) (the
"UCC-1") shall be terminated and shall be of no further force or effect.
2. Promptly following the termination of the Note, Onlinefilmsales
shall mark such Note "cancelled" and return it to MediaChase, together with a
termination statement with respect to the UCC-1.
3. This Agreement shall be governed by the laws of the State of
California and may be executed in counterparts. Onlinefilmsales agrees to
execute and deliver any documents reasonably requested by MediaChase to
confirm further and assure consummation of the transactions consummated
hereby.
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4. This Agreement shall be binding upon and shall inure to the
benefit of MediaChase and their respective successors and assigns.
IN WITNESS WHEREOF, the undersigned has entered into this Agreement
on the date first written above to be effective on the Effective Date.
ONLINEFILMSALES.COM, LLC, a Delaware limited
liability company
By: InternetStudios.com, Inc., a
Nevada corporation,
its manager
By:
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Name:
Title:
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