AMERICAN SPORTS HISTORY, INC.
▇▇_▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇ J 07928
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SUNSET INTERACTIVE NETWORK, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
January 14, 1998
THIS DEFINITIVE AGREEMENT, as related and referred to in the Letter of
Intent, dated 12/11&12/97, between the two parties, is made and entered into
this 14th day of January 1998 by and between American Sports History, Inc.
(herein referred to as (AMSH), A Nevada Corporation with its principal place of
business at ▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, AND Sunset Interactive
Network, Inc. (herein referred to as SIN), a Nevada Corporation with its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, ▇▇▇▇▇ ▇▇▇▇▇▇, president and 100% sole and exclusive owner of (SIN)
hereby agrees to sell his 100% ownership of (SIN) to (AMSH) effective upon the
signing by both authorized parties of this purchase and sale DEFINITIVE
AGREEMENT, and under the following terms and conditions.
PURCHASE PRICE/CONSIDERATION
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IN THE UNDERSTANDING of ▇▇▇▇▇ ▇▇▇▇▇▇'▇ exclusive ownership of (SIN), free
of liabilities and litigation, (AMSH) therefore, in consideration for its 100%
acquisition of (SIN) agrees to purchase from ▇▇▇▇▇ ▇▇▇▇▇▇ all of the assets and
properties of (SIN).
It is herein acknowledged by both parties that upon selling his 100%
interest of (SIN) to (AMSH), ▇▇▇▇▇ ▇▇▇▇▇▇ will receive 500,000 (five hundred
thousand) restricted common shares of (AMSH) to be issued January 1998 and
distributed to him in intervals as follows:
125,000 upon the signing of this agreement
125,000 April 1998
125,000 July 1998
125,000 October 1998
It is understood by both parties that (SIN) will become a 100% wholly owned
subsidiary of (AMSH), and that ▇▇▇▇▇ ▇▇▇▇▇▇ will continue his duties and
position as president of (SIN) with his objective to be as described in the
Executive Summary, Exhibit "A", immediately upon execution of this agreement for
a period of one year.
CORPORATE AUTHORITY
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The execution and deliver of this DEFINITIVE AGREEMENT, and the carrying
out of the provisions hereof have been fully authorized by the board of
directors of (ASPH) and (SIN).
Page -2- (AMSH)/(SIN) DEFINITIVE AGREEMENT
LITIGATION
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It is understood by ▇▇▇▇▇ ▇▇▇▇▇▇ of the litigation actions and proceeding
regarding (AMSH) currently underway as reported in its latest 10K, December
1996.
INDEMNIFICATION
---------------
The parties acknowledge and agree to indemnify and hold the other harmless
against any third party claims that may arise from this agreement.
AMERICAN SPORTS, HISTORY, INC.
(A Nevada Corporation)
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
SUNSET INTERACTIVE NETWORK, INC.
(A Nevada (crossed out) Corporation)
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President