1
EXHIBIT 10
STOCK SALE AGREEMENT
This Agreement is made on July 12, 2001, by and between The ▇▇▇▇▇▇▇ and
▇▇▇▇▇ ▇▇▇▇▇▇ Trust (hereinafter called "Seller") and ▇. ▇▇▇▇▇▇ Kinkade, III
(hereinafter called "Buyer").
WHEREAS, Seller owns shares of common stock in the company known as Media
Arts Group, Inc. ("MAGI") and Buyer wishes to purchase a portion of these
shares of MAGI as hereinafter set forth.
1 First Purchase and Sale: On or before July 13, 2001, Seller agrees to sell
to Buyer and Buyer agrees to purchase from Seller five hundred thousand
(500,000) shares of MAGI common stock for the price of Four Dollars ($4.00)
per share. The purchase price of Two Million Dollars ($2,000,000.00) shall
be due and payable in full upon delivery of the shares properly executed
and endorsed to Buyer.
2 Second Purchase and Sale: On or before January 21, 2002, Seller agrees to
sell to Buyer and Buyer agrees to purchase from Seller five hundred
thousand (500,000) shares of MAGI common stock for the price of Four
Dollars ($4.00) per share. The purchase price of Two Million Dollars
($2,000,000.00) shall be due and payable in full upon delivery of the
shares properly executed and endorsed to Buyer.
3 Representation, Warranty and Indemnification: Seller represents, warrants
and will indemnify Buyer that he owns a sufficient number of shares to make
the sales contemplated above, that he owns such shares free and clear of
all liabilities and encumbrances, and that he will deliver such shares to
Buyer properly executed and endorsed within the time frame contemplated
herein.
4 Notices: All notices made or contemplated hereunder shall be in writing,
signed by the party sending such communication, delivered by first-class,
certified mail, return receipt requested, postage prepaid or personally
hand delivered, dated receipt obtained. The effective date of such notice
shall be deemed to be the date of delivery of such certified mail or the
actual date of hand delivery, as the case may be. Notice by mail shall be
addressed as follows unless either party has given the other written notice
of a change of address by such means as herein described:
Buyer: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Seller: ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2
5 Assignment: This Agreement, and the benefits thereunder, may be assigned
by Buyer upon proper written notice to Seller.
6 Waiver: It is understood and agreed that a waiver by either party of one
or more breaches of a covenant or condition contained in this Agreement
shall not be considered a waiver of any subsequent or other breaches of
the same covenant or condition, or of any breach of any other covenant or
condition contained herein.
7 Arbitration: If a dispute arises out of, or relates to this contract, or
the breach thereof, and if the dispute cannot be settled through
negotiation, the parties shall first make a good faith attempt to settle
the dispute by mediation administered by Christian Dispute Resolution
Professionals, Inc. ("CDRP"), under its Mediation Rules before commencing
arbitration, litigation, or some other dispute resolution procedure. In
the event the parties are unable to resolve their dispute by mediation,
the parties shall submit their claims to binding arbitration before CDRP,
under its Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The
parties also agree that CDRP's Supplemental Rules for Emergency Interim
Relief shall apply to the proceedings.
8 Integration: This Agreement embodies and constitutes the entire agreement
and all understandings between the parties hereto and supersedes any and
all prior agreements, representations or understandings of the parties
hereto, all relating to the sale and purchase of shares of stock in MAGI
contemplated hereunder.
9 Survival: The terms and conditions of this Agreement shall survive the
settlements and the deliveries of the shares contemplated herein.
10 Timing: With respect to action or non-action under this Agreement, time is
of the essence.
11 Construction: The construction and valid administration of this Agreement
shall be governed and regulated by the laws of the State of California.
1
3
IN WITNESS WHEREOF, the Buyer and Seller have caused their names to be signed to
this Agreement, on the day and year first above written.
WITNESS: SELLER:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ PLASTIROS /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 7/12/01
---------------------------- -------------------------------------
7/12/01 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ PLASTIROS
----------------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ 7/12/01
BUYER:
7/12/01 /s/ ▇. ▇▇▇▇▇▇ KINKADE, III
---------------------------- --------------------------------------
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III