EXHIBIT 1
Reciprocal Stock Exchange Agreement dated November 29, 1995
between Hollywood Trenz, Inc. and Advanced Media, Inc.
Advanced Media, Inc.
80 Orville Drive
Bohemia, New York 11716
November 29, 1995
Hollywood Trenz, Inc.
3471 N. Federal Highway
Ft. Lauderdale, Florida 33306
Re: Reciprocal Stock Exchange
Gentlemen:
This letter sets forth our agreement to rescind the June 28, 1994 agreement
(the "Agreement") and return to each other the shares of common stock obtained
by each of us pursuant to that Agreement.
In this connection:
1. No later than five (5) business days following execution of this letter
agreement, Advanced Media, Inc. will deliver to the escrow agent under the
Escrow Agreement referred to below, Certificate No. 1599-0 representing
1,500,000 shares of common stock, par value $.0001 per share, of Hollywood
Trenz, Inc., together with a duly executed blank stock power with Medallion
Guaranteed signature; and
2. No later than five (5) business days following execution of this letter
agreement, Hollywood Trenz, Inc. will deliver to the escrow agent under the
Escrow Agreement referred to below, Certificate No. AM2610 representing
1,000,000 shares of common stock, par value $.001 per share, of Advanced Media,
Inc., together with a duly executed blank stock power with Medallion Guaranteed
signature; and
3. Advanced Media, Inc., Hollywood Trenz, Inc. and the escrow agent under
the Escrow Agreement referred to herein, shall execute and deliver to each other
the Escrow Agreement substantially in the form attached hereto as Exhibit A.
4. In accordance with the terms of the Escrow Agreement, the escrow agent
will distribute to the parties their respective Stock Certificates.
Upon each parties receipt of its Stock Certificate, the Agreement shall be
considered at an end and neither party shall have any further obligations under
such Agreement. In addition, upon mutual execution of this letter agreement, and
each parties due performance of its obligations thereunder, Hollywood Trenz,
Inc. and Advanced Media, Inc. shall forever discharge one another and each of
their respective servants, directors, officers, attorneys, agents and employees,
whether now employed or previously employed, as well as all predecessors,
successors, subsidiaries, heirs and assigns from all claims or damages
whatsoever, in law or in equity, whether now known or unknown, arising from the
beginning of time through the date of this letter agreement.
If the foregoing accurately sets forth our Agreement, please sign where
indicated below.
Sincerely,
Advanced Media, Inc.
By: /s/ David P. Sommers
---------------------------
David P. Sommers
VP Finance & Chief Financial Officer
Accepted and Agreed as of
the date first above written:
Hollywood Trenz, Inc.
By: /s/ Edward R. Showalter
-------------------
Edward R. Showalter
Chairman, President, C.E.O.
ESCROW AGREEMENT
This ESCROW AGREEMENT is made and entered into this 29th day of November,
1995, by and among Advanced Media, Inc., a Delaware corporation ("AMI");
Hollywood Trenz, Inc., a Delaware corporation ("HT"); and Blau, Kramer, Wactlar
& Lieberman, P.C., a New York professional corporation, as escrow agent
hereunder (the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, pursuant to an agreement dated June 28, 1994 between AMI and HT,
AMI currently owns 1,500,000 shares of Common Stock, par value $.0001 of HT,
represented by certificate number 1599-0, and HT currently owns, 1,000,000
shares of Common Stock, par value $.0001 of AMI represented by certificate
number AM2610 (collectively referred to herein as the "Stock"); and
WHEREAS, AMI and HT have agreed to surrender to each other the shares of
Common Stock owned by each of them in the other;
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties do hereby
agree as follows:
1. Establishment of Escrow.
AMI and HT (collectively referred to herein as the "Parties") hereby
deliver to the Escrow Agent the Stock, duly endorsed in blank, subject to
certain conditions set forth in Sections 2 and 3 below. The Escrow Agent by its
execution and delivery of this Escrow Agreement hereby acknowledges receipt of
the Stock and agrees to act in respect thereto and otherwise as hereinafter set
forth.
2. Release of the Stock.
The Escrow Agent shall release and deliver (a) the AMI Stock to AMI, and
(b) the HT Stock to HT, in each case upon its receipt of a certificate or
certificates representing all of the Stock from the Parties.
3. Stock Rights.
So long as the Escrow Agent holds any Stock, it shall not have any
obligation to hold any securities or other property distributed in respect of
the Stock.
4. Termination of Escow Agreement.
(a) This Escrow Agreement shall terminate upon the earlier of (i) the
release and delivery of the entire amount of the Stock in accordance with the
provisions of Section 2 hereof or (ii) December 15, 1995.
(b) If all of the Stock, duly endorsed in blank, has not been received by
the Escrow Agent prior to December 15, 1995, on December 15, 1995, the Escrow
Agent shall transfer any Stock it then holds to the party who deposited that
Stock with the Escrow Agent and this Escrow Agreement shall terminate.
5. Miscellaneous.
(a) All notices, consents, requests, instructions, approvals and other
communications provided for herein and all legal process in regard hereto shall
be validly given, made or served, if in writing and delivered personally or sent
by registered or certified mail (return receipt requested), postage prepaid, or
by recognized national overnight courier:
If to AMI:
Advanced Media, Inc.
80 Orville Drive
Bohemia, New York 11716
Attention: President
With a copy to:
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Jericho, New York 11753
Attention: Neil M. Kaufman, Esq.
Fax: (516) 822-4824
If to HT:
Hollywood Trenz Inc.
3471 North Federal Highway
Ft. Lauderdale, Florida 33306
Attention: Edward R. Showalter
If to the Escrow Agent:
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Jericho, New York 11753
Attention: Neil M. Kaufman, Esq.
Fax: (516) 822-4824
or, in each case, at such other address as may be specified in writing to the
other parties. Any such notice or other communication shall be deemed to have
been given or made as of the date received.
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(b) The Parties shall pay all fees and exprenses, including counsel fees,
reasonably incurred by the Escrow Agent in the performance of its duties
hereunder. The fees and expenses so payable shall be paid to the Escrow Agent
form time to time consistent with normal commercial practice upon its written
request to the Parties.
(c) The acceptance by the Escrow Agent of its duties as such under this
Escrow Agreement is subject to the following terms and conditions, which all
parties to this Escrow Agreement hereby agree shall govern and control with
respect to the rights, duties, liabilities and immunities of the Escrow Agent:
(i) The Escrow Agent is not a party to, and is not bound by, any
agreement which may be evidenced by, or arise out of, the foregoing
instructions, other than as expressly set forth herein.
(ii) The Escrow Agent shall be protected in acting in accordance with
the terms of this Agreement upon any written notice, request, waiver, consent,
receipt or other paper or document which the Escrow Agent in good faith believes
to be genuine and what it purports to be.
(iii) The Escrow Agent may consult with, and obtain advice from, legal
counsel in the event of any dispute or question as to the construction of any of
the provisions hereof or its duties hereunder, and it shall incur no liability
and shall be fully protected in acting in good faith in accordance with the
opinion and instructions of such counsel.
(iv) In the event the Escrow Agent becomes involved in any litigaiton
or dispute by reason hereof, it is hereby authorized to deposit with the clerk
of a court of competent jurisdiction any and all funds, securities or other
property held by it pursuant hereto and, thereupon, shall stand fully relieved
and discharged of any further duties hereunder. Also, in the event the Escrow
Agent is threatened with litigation by reason hereof, it is hereby authorized to
interplead all interested parties in any court of competent jurisdiction and to
deposit with the clerk of such court any and all funds, securities or other
property held by it pursuant hereto and, thereupon, shall stand fully relieved
and discharged of any further duties hereunder.
(v) AMI and HT agree to hold the Escrow Agent harmless and to
indemnify the Escrow Agent against any loss, liability, expense (including
reasonable attorneys' fees and expenses), claim or demand arising out of or in
connection with the performance of its obligations in accordance with the
provisions of this Agreement, except for gross negligence or willful misconduct
of the Escrow Agent. The foregoing indemnities in this paragraph shall survive
the resignation of the Escrow Agent or the termination of this Agreement.
(vi) The Escrow Agent may at any time resign hereunder by giving
written notice of its resignation to the AMI and HT at their respective
addresses set forth in Section 5(a) hereof, at least ten (10) days prior to the
date specified for such resignation to take effect, and upon the effective date
of such resignation all property then held by the Escrow Agent hereunder shall
be delivered by it to such person as may be jointly designated in writing to the
Escrow Agent by AMI and HT, whereupon all the Escrow Agent's obligations
hereunder shall cease and termiante. If no such person shall have been
designated by such date, all obligations of the Escrow Agent hereunder shall
nevertheless cease and terminate. The Escrow Agent's sole responsibility
thereafter shall be to keep safely all property then held by it pursuant to this
Agreement and to deliver the same to a person designated by AMI and HT or in
accordance with the directions of a final order or judgment of a court of
competent jurisdiction.
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(d) This Escrow Agreement shall be interpreted, construed and enforced in
accordance with the laws of the State of New York, without reference to the
choice of law principles of such laws. This Escrow Agreement may not be modified
or amended or any term or provision hereof waived or discharged, except in
writing signed by the party against whom such modification, waiver or discharge
is sought to be enforced. This Escrow Agreement may be executed simultaneously
in one or more couterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. All the terms of
this Escrow Agreement shall be binding upon the respective heirs, executors,
administrators, personal representatives, successors and assigns of the parties
hereto and shall inure to the benefit of an be enforceable by the parties hereof
and their respective successors and assigns; provided, however, that this Escrow
Agreement and any interest herein or hereunder shall not be assignable by any of
the parties hereto without the prior written consent of all of the other parties
hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement
as of the day and year first written above.
ADVANCED MEDIA, INC.
By: /s/ David P. Sommers
----------------------------------------
David P. Sommers
VP Finance & Chief Financial Officer
HOLLYWOOD TRENZ INC.
By: /s/ Edward R. Showalter
----------------------------------------
Edward R. Showalter
Chairman, President, C.E.O.
BLAU, KRAMER, WACTLAR & LIEBERMAN, P.C.,
as Escrow Agent
By: /s/ Neil M. Kaufman
------------------------------------
Neil M. Kaufman
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