Exhibit 6.1
CONTRACT FOR SALE
OR PROPERTY
AGREEMENT made by and between Rochkes, Inc., Seller, and Global-Chase
Industries, Inc., Buyer.
For good consideration it is agreed between the parties that:
1. Seller agrees to sell, and Buyer agrees to buy the following described
property:
90,000 SETS OF WILDLIFE ARTWORK IMAGES.
2. Buyer agrees to pay to Seller the total purchase price of $4,500,000 as
evidenced by the attached Note.
3. Seller warrants it has full legal title to said property, authority to
sell same, and that said property shall be sold free and clear of all
liens, encumbrances and claims except as disclosed.
4. Said property is sold in "as is" condition, Seller disclaiming any
warranty of merchantability or working order or condition of the property
except that it shall be sold in its present condition.
5. This agreement shall be binding and inure to the benefit of the
parties, their successors, assigns and personal representatives.
SIGNED under seal this 20th day of July 1996.
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ROCHKES, INC.
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GLOBAL-CHASE INDUSTRIES, INC.
PROMISSORY NOTE
$4,500.00 Minneapolis,
Minnesota
July 20, 1996
FOR VALUE RECEIVED, the undersigned, a Minnesota corporation promises
to pay to the order of Rochkes, Inc., the principal sum for Four Million
Five Hundred Thousand ($4,500.00) Dollars, together with interest on the
unpaid principal balance at a rate of Eight percent (8%) per annum, for
Artwork further described in the attached ▇▇▇▇ of Sale. Additional terms of
this Agreement are outlined in Exhibit "A."
Upon default in the payment of any amount due hereunder, the whole of
the principal sum then remaining unpaid and all interest accrued thereon
shall, at the option of the holder hereof, become immediately due and
payable upon demand. Failure to exercise this option shall not constitute a
waiver of the right to exercise this option at a later date.
In the event of default hereunder, the undersigned agrees to pay all
costs and expenses of collection, including reasonable attorneys' fees.
The undersigned agrees to pay this Note and waives demand, presentment,
protest, and notice of dishonor, and exonerates the holder hereof from any
duty and obligation to make demand on anyone for payment or to give notice
to anyone of non-payment hereof and further consents to the extension,
renewal, exchange, surrender or release of this Note or any person bound
hereunder by the holder hereof.
The undersigned promisor and each and every person who has provided
security for, or has otherwise acted as an accommodation party in
connection with the indebtedness evidenced by this Note at any time without
penalty.
This Note shall be governed by and construed in accordance with the
laws of the State of Minnesota.
GLOBAL-CHASE INDUSTRIES, INC.
BY: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, PRESIDENT
Exhibit "A" to the Note dated July 20, 1996 between Rochkes, Inc., and
Global-Chase Industries, Inc.
ADDITIONAL TERMS AND CONDITIONS OF THE NOTE:
1. During the first twelve (12) months of this Note, there shall be no
principal or interest payable, interest will begin to accrue beginning in
the thirteenth (13) month. Interest will be paid annually after 12 months.
Starting with the thirty first (31) month, there shall be payments of
$100,000 per month which will be applied first toward interest then toward
principal. The entire balance of the Note will be due and payable on July
20, 2001.
2. It is agreed that Seller may chose to exercise an option to convert
all or a portion of this Note into a stock option of Global-Chase
Industries, Inc., upon terms which will be determined between the parties
at any time during the first Eight (8) months of this Note. For this
option, Seller agrees that it will grant Buyer an Eighteen (18) month
extension upon terms that are acceptable to Seller.
We have read and agree to the above terms and conditions of the Note.
ROCHKES, INC.
GLOBAL-CHASE INDUSTRIES, INC.