Exhibit 10.43
SALES AGREEMENT
Sales Agreement made effective June 27, 1998, by and between Starlog
Franchise Corporation (the "Company") and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇▇▇").
INTRODUCTION. In June 1997, the Company purchased certain assets and
liabilities of Goal Post Distributing from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇▇▇") in
exchange for 4,300,000 shares of the Company's common stock. Subsequently the
Company effected a 1 for 10 reverse stock split resulting the 4,300,000 shares
being 430,000 shares. Goal Post has not performed to the Company's expectations
and ▇▇▇▇▇▇▇▇▇▇▇ is dissatisfied with certain aspects of the Company's ownership
of Goal Post, the result of which is that the Company and Goal Post wish to
reverse the acquisition as of June 27, 1998, pursuant to the following terms and
conditions.
1. TRANSFER OF ASSETS. The Company effective June 27, 1998 transfers
all of its assets, real, personal and mixed, employed in the operation of the
Company's Goal Post Distributing division in Florida ("Goal Post"), including,
without limitation the following items (collectively, the "Assets""): (i) all
equipment, vehicles, furniture and furnishings, including without limitation,
those taken into consideration in any depreciation schedule of the Company; (ii)
any and all recorded or unrecorded leasehold interests to the real property
locations(s) used in connection with the business together with all improvements
and fixtures located thereon or therein; (iii) all usable supplies, forms,
brochures, inventory; (iv) any intangible assets, goodwill and intellectual
property, including any service and/or trademarks or names and logos (including
specifically the name "Goal Post Distributing, Inc."); (v) copies of all
employment applications and other personnel records of key employees as selected
by ▇▇▇▇▇▇▇▇▇▇▇; (viii) rights to telephone and fax numbers used by the Company
with respect to Goal Post; (ix) all computers, other data processing equipment
and related software; (x) all prepaid expenses, miscellaneous deposits of the
Company related to Goal Post. (xi) commitments, contracts, leases, obligations
and agreements (collectively the Agreements") and all accounts receivable of
Goal Post
2. ASSUMPTION. ▇▇▇▇▇▇▇▇▇▇▇ agrees to assume the Assets and Agreements
of Goal Post arising prior or subsequent to the date hereof, and shall indemnity
and hold the Company harmless from and against any and all costs, expense,
liability, damages whatsoever arising out of or relating to the failure of
▇▇▇▇▇▇▇▇▇▇▇ to perform all of the obligations of Goal Post arising prior to or
subsequent to the date hereof.
3. PROMISSORY NOTE. The Company will deliver to ▇▇▇▇▇▇▇▇▇▇▇ a
promissory note to pay ▇▇▇▇▇▇▇▇▇▇▇ $50,000 in 24 installments of $2,083.33,
commencing March 1, 1999.
4. TRANSFER BACK OF SHARES. ▇▇▇▇▇▇▇▇▇▇▇, in consideration, transfers
to the Company 330,000 of the 430,000 shares (after taking into effect the
reverse stock split) which were originally issued to ▇▇▇▇▇▇▇▇▇▇▇ in connection
with the Company's purchase of Goal Post.
5. EMPLOYMENT AGREEMENT. Both the Company and ▇▇▇▇▇▇▇▇▇▇▇ agree to
terminate the Employment Contract entered into on June 29, 1997 by and between
the Company and ▇▇▇▇▇▇▇▇▇▇▇, effective as of the date of this agreement.
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6. MISCELLANEOUS. This Agreement will be governed pursuant to the laws
of the State of New Jersey.
IN WITNESS WHEREOF, the parties have caused this agreement to be signed
effective as of the date hereof.
Starlog Franchise Corporation ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
BY: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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