Exhibit
10.2


 


AGREEMENT
OF SALE


 


THIS AGREEMENT OF SALE(this “Agreement”) is
made this            day of
February, 2004, by and between BEYOND THE WALL, INC., a Delaware
corporation (“Seller”),  and 1903 WEST
MAIN STREET REALTY MANAGEMENT, LLC, a Pennsylvania limited liability
company (“Buyer”).


 


RECITALS:


 


A.                                   Seller
owns the real property located at 1903 West Main Street, Stroudsburg,
Pennsylvania, together with all improvements thereon, and more fully described
on Exhibit “A” attached to this Agreement (the “Owned Property”).


 


B.                                     Seller,
Buyer and YouthStream Media Networks, Inc., have entered into an Asset Purchase
Agreement, dated February      , 2004, whereby, among
other things, Seller is selling certain assets to Buyer (“Asset Purchase
Agreement”).


 


C.                                     Seller
wishes to sell to Buyer, and Buyer wishes to buy from Seller, the Owned
Property, according to the terms and conditions more fully set forth herein.


 


NOW, THEREFORE, in consideration of the
mutual covenants in this Agreement, Seller and Buyer, intending to be legally
bound, agree as follows:


 


1.                                       Sale
and Assignment.  Seller shall sell
and convey to Buyer, and Buyer shall purchase from Seller, the Owned
Property.  Except as otherwise
specifically provided herein, Buyer shall purchase the Owned Property “AS IS”.


 


2.                                       Purchase
Price.  The Purchase Price shall be
Six Hundred Fifty Thousand ($650,000.00) Dollars.  The Purchase Price shall be paid to Seller at Closing by wire
transfer or otherwise in immediately available funds.


 


3.                                       Closing.  The Closing shall take place simultaneously
with the Closing under the Asset Purchase Agreement (“Closing”).


 


4.                                       Taxes
and Utilities.


 


(a)                                  All
realty transfer taxes and the title insurance premiums incurred in connection
with the sale of the Owned Property shall be divided equally between Buyer and
Seller.


 


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(b)                                 All
real estate taxes and assessments shall be paid by Buyer.


 


(c)                                  All
utility expenses with respect to the Owned Property shall be paid by Buyer.


 


5.                                       Deed;
Title.  At Closing, Seller shall
deliver to Buyer a special warranty deed, in the form attached hereto as Exhibit
“B”, conveying the Owned Property free and clear of all liens, encumbrances
and easements, excepting, however, the following:  easements of roads, privileges or rights of public service
companies, if any; and easements, agreements, deed restrictions or like matters
of record; and the Mortgage to be given by Buyer to Seller.   At Closing, Buyer shall deliver to Seller,
a Mortgage in the form attached hereto as Exhibit “C” to secure the Note
provided for in the Asset Purchase Agreement. At Closing, Buyer shall deliver
to Seller a Subordination Agreement in the form attached hereto as Exhibit
“D”.


 


6.                                       Possession.  Possession is to be delivered by deed, keys
and physical possession to the Owned Property at Closing.


 


7.                                       Representations
and Warranties of Seller.  Seller
hereby represents and warrants as follows:


 


(a)                                  Organization
and Standing.  Seller is a business
corporation duly organized, validly existing and in good standing under the
laws of Delaware.


 


(b)                                 Power
and Authority.  Seller has full
power and authority to enter into this Agreement and to perform all of Seller’s
covenants and undertakings herein set forth. 
The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Seller.


 


(c)                                  Enforceability.  This Agreement is a valid and binding
obligation of Seller, enforceable in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, moratorium or
similar laws affecting the rights of creditors generally.


 


(d)                                 Title
to the Property.  Seller has good
and marketable title to the Owned Property, and is able to convey good and
marketable title to Buyer free and clear of all mortgages, liens (including
federal, state and local tax liens), claims, assessments, charges, pledges,
security interests and other encumbrances, other than the Mortgage to be given
by Buyer to Seller.


 


(e)                                                                                  Environmental.


 


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(i)                                     Environmental
Reports.  Seller has made available
to Buyer, all environmental studies, reports, assessments, tests, and related
documents and records in its possession, custody or control which relate to or
affect the Owned Property.


 


(ii)                                  No
Proceedings.  There are no known
actions, suits, claims, legal proceedings or any other proceedings relating to
or affecting the Owned Property based on environmental conditions or
noncompliance with or violation of any Environmental Laws (as defined herein)
or otherwise arising from Seller’s activities at the Owned Property involving
Hazardous Substances (as defined herein), including proceedings under any Environmental
Laws based on the storage, disposal, recycling, treatment or off-site
transportation of Hazardous Substances generated by Seller.


 


(iii)                               Hazardous Substances.  Based solely upon the Environmental Reports
and to the knowledge of Seller, neither the Owned Property nor the Leased
Property, nor any structure, improvements, equipment, fixtures, activities or
facilities thereon uses Hazardous Substances or equipment containing
polychlorinated biphenyls, or lead paint, except in accordance with all applicable
laws.


 


(iv)                              Releases.  Based solely upon the Environmental Reports
and to the knowledge of Seller, there are no processes, facilities, operations,
equipment or any other activities on the Owned Property which currently result
in the release or threatened release of Hazardous Substances onto the Premises
except in compliance with Environmental Laws.


 


(v)                                 Underground
Storage Tanks.  Based solely upon
the Environmental Reports and to the knowledge of Seller, there are no
underground storage tanks or underground piping, used for the storage,
transportation or management of Hazardous Substances at the Owned Property.


 


8.                                       Representations
and Warranties of Buyer.  Buyer
hereby represents and warrants to Seller as follows:


 


(a)                                  Organization
and Good Standing.  Buyer is a
limited liability company duly organized, validly existing and in good standing
under the laws of the Commonwealth of Pennsylvania.


 


(b)                                 Power
and Authority.  Buyer has full power
and authority to enter into this Agreement and to perform all of Buyer’s
covenants and undertakings herein set forth, including without limitation the
full power and authority to purchase and take title to the Owned Property upon
the terms and conditions set forth herein. 
The execution and delivery of this Agreement and the consummation of the
transaction contemplated hereby have been duly authorized by all necessary
corporate or other organizational action on the part of Buyer.


 


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(c)                                  Enforceability.  This Agreement is a valid and binding
obligation of Buyer, enforceable in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, moratorium or
similar laws affecting the rights of creditors generally.


 


9.                                       Broker’s
and Finder’s Fees.  Buyer shall be
responsible for, and shall indemnify and hold harmless Seller for, any
brokerage fee or other commission owed in connection with the sale of the Owned
Property or the execution of this Agreement.


 


10.                                 Successors
and Assigns.  The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties hereto; provided, however,
that this Agreement may not be assigned by any party without the express
written consent of the other party hereto.


 


11.                                 Entire
Agreement; Amendment.  Except as set
forth herein, this Agreement, including all schedules and exhibits hereto
constitute the sole understanding of the parties with respect to the matters
contemplated hereby and thereby and supersedes and renders null and void all
other prior agreements and understandings between the parties with respect to
such matters.  No amendment,
modification or alteration of the terms or provisions of this Agreement,
including all schedules and exhibits hereto, shall be binding unless the same
shall be in writing and duly executed by the party against whom such would
apply.


 


12.                                 Knowledge.  For purposes of this Agreement, the phrase
“to the knowledge of Seller” shall mean the actual knowledge of the following
officers of Seller:  Jonathan Diamond,
Kevin Wright and Robert Weingarten.


 


13.                                 Recording.  This Agreement shall not be recorded in the
Office of the Recorder of Deeds or in any other office or place of public
record.


 


15.                                 Notices.  All notices required to be given by any of
the provisions of this Agreement must be in writing.


 


14.                                 Counterparts.  This Agreement may be executed in more than
one counterpart, each of which shall for all purposes be deemed to be an
original and all of which shall constitute one and the same agreement.  A signature to this Agreement delivered by
telecopy or other artificial means shall be deemed valid.


 


15.                                 Governing
Law.  This Agreement shall in all
respects be interpreted, construed and governed by and in accordance with the
laws of the Commonwealth of Pennsylvania, without regard to principles of
conflict of laws.


 


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IN WITNESS WHEREOF, the parties hereto have
set their hands and seals the


day, month and year first above written.


 


	
  WITNESS:

  	
  SELLER:

  
	
   

  	
  BEYOND
  THE WALL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUYER:

  
	
   

  	
  1903
  WEST MAIN STREET REALTY

  MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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EXHIBIT “A”


 


Legal Description


(see attached)


 


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EXHIBIT “B”


 


Special Warranty Deed


(see attached)


 

















 


EXHIBIT “C”


 


Mortgage


(see attached)


 

















 


EXHIBIT “D”


 


Subordination Agreement


(see attached)