Agreement for Sale & Purchase Cinemaonline Ltd.



 






EXHIBIT 10.2




DATED 22 November 2005




(1) MITCHELL CLIFFORD CARTWRIGHT




— and —




(2) CINEMASOURCE UK LIMITED




AGREEMENT

for the sale and purchase of

CINEMASONLINE LIMITED





 









 








THIS AGREEMENT is made the 22nd day of November 2005




BETWEEN:





	(1)	 	MITCHELL CLIFFORD CARTWRIGHT of 16 Clipper Island, Sandyport, Nassau, Bahamas (the “Seller”);
and
	 
	(2)	 	CINEMASOURCE UK LIMITED a company incorporated in the United Kingdom whose registered office
is 100 Fetter Lane, London EC4A 1BN, United Kingdom (the “Buyer”).





IT IS AGREED as follows:-





	1.	 	INTERPRETATION






	 	1.1	 	In this agreement:-





	 	 	 	 	 	 	 
	 	 	“Accounts”
	 	means the statutory accounts of the
Company for the year ended on the
Balance Sheet Date;
	 
	 	 	 	 	 	 
	 	 	“Act”	 	means the Companies Act 1985;
	 
	 	 	 	 	 	 
	 	 	“Balance Sheet Date”	 	means 31 March 2005;
	 
	 	 	 	 	 	 
	 	 	“Business Day”	 	means a day (other than a Saturday) on
which clearing banks in the City of
London are open for the transaction of
normal sterling banking business;
	 
	 	 	 	 	 	 
	 	 	“Buyer’s Group”	 	means the Buyer, any subsidiary of the
Buyer, any holding company of the Buyer
and any subsidiary of any holding
company of the Buyer, from time to
time;
	 
	 	 	 	 	 	 
	 	 	“Buyer’s Solicitors”	 	means Beachcroft Wansbroughs of 100
Fetter Lane, London EC4A 1BN;
	 
	 	 	 	 	 	 
	 	 	“UK Purchase Agreement”	 	means the agreement for the sale and
purchase of the entire issued share
capital of the Licensees entered into
as of today’s date between the sellers
named therein and the Buyer;
	 
	 	 	 	 	 	 
	 	 	“Claim”	 	means a claim made by the Buyer against
the Seller under the provisions of this
agreement;
	 
	 	 	 	 	 	 
	 	 	“Company”	 	means Cinemasonline Limited (Company
Number 5161573) details of which are
set out in Schedule 1;
	 
	 	 	 	 	 	 
	 	 	“Completion”	 	means completion of the sale and
purchase of the Shares in accordance
with this agreement;
	 
	 	 	 	 	 	 
	 	 	“Completion Date”	 	means the day after today’s date;
	 
	 	 	 	 	 	 
	 	 	“Confidential Information”	 	means all information not publicly
known and which is known to the Seller
and which is used in and relates to the
Company’s business, its customers or
financial or other affairs, including,
without limitation, information
relating to:-
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	the marketing of products or
services including, without limitation,
customer names






 









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	and lists and other
details of customers, financial
information, sales targets, sales
statistics, market share statistics,
prices, market research reports and
surveys, and advertising or other
promotional materials; or
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	future projects, business
development or planning, commercial
relationships and negotiations
	 
	 	 	 	 	 	 
	 	 	 	 	existing in whatever form;
	 
	 	 	 	 	 	 
	 	 	“Consideration”	 	means the consideration payable on
Completion for the purchase of the
Shares as set out in Clause 3;
	 
	 	 	 	 	 	 
	 	 	“Encumbrance”	 	means any encumbrance or security
interest of any kind whatsoever
including without limitation a
mortgage, charge, pledge, lien,
hypothecation, restriction, right to
acquire, right of pre-emption, option,
conversion right, third party right or
interest, right of set-off or
counterclaim, equities, trust
arrangement or any other type of
preferential agreement (such as a
retention of title arrangement) having
similar effect or any other rights
exercisable by or claims by third
parties;
	 
	 	 	 	 	 	 
	 	 	“Intellectual Property”	 	means any and all:-
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	patents, trade marks, service
marks, domain names, registered
designs, utility models, applications
for and the right to make applications
for any of such rights, inventions,
Know-How, Confidential Information,
unregistered trade marks and service
marks, trade and business names,
copyrights, (including rights in
computer software and in websites)
unregistered design rights and other
rights in designs and rights in
databases;
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	rights under licences, consents,
orders, statutes or otherwise in
respect of any rights of the nature
specified in paragraph (a) and above;
and
	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	rights of the same or similar
effect or nature as or to those in
paragraphs (b) and (c) above
in each case in any jurisdiction;
	 
	 	 	 	 	 	 
	 	 	“Intellectual Property Rights”	 	means all Intellectual Property
licenced to the Licencees by the
Company and used by them in, or in
connection with its business and/or
legally or beneficially owned by the
Company;
	 
	 	 	 	 	 	 
	 	 	“Know-How”	 	means all information not publicly
known which is owned by the Company
and/or used or required to be used by
the Company in or in connection with
its business existing in any form
(including, but not limited to that
comprised in or derived from data,






 









 






	 	 	 	 	 	 	 
	 	 	 	 	specifications, formulae, experience,
drawings, manuals, component, lists,
instructions, designs and circuit
diagrams, brochures, catalogues and
other descriptions) and relating to:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	the provision of any services;
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	the installation, maintenance or
use of equipment or processes; or
	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	the rectification, repair, service
or maintenance of produces or other
equipment;
	 
	 	 	 	 	 	 
	 	 	“Licencees”	 	Means any or all of UK Theatres Online
Limited (No.3850910), Spring Leisure
Limited (No. 05102050) and WWW.CO.UK
Limited (No. 04285425);
	 
	 	 	 	 	 	 
	 	 	“Sellers’ Solicitors”	 	means Wacks Caller Solicitors, Steam
Packet House, 76 Cross Street,
Manchester M2 4JU;
	 
	 	 	 	 	 	 
	 	 	“Shares”	 	means 1,000 ordinary shares of £1 each
in the capital of the Company
constituting its entire issued and to
be issued share capital as at the date
hereof.







	 	1.2	 	In this agreement, reference to:-






	 	1.2.1	 	a clause or Schedule is a reference to a clause of or schedule
to this agreement;
	 
	 	1.2.2	 	a document “in the agreed form” is a reference to a document
in the form approved by or on behalf of the Buyer and the Seller;
	 
	 	1.2.3	 	a statutory provision includes a reference to that provision
as modified, replaced, amended and/or re-enacted from time to time and any
prior or subsequent subordinate legislation made under it and, where the
context so requires, references to an Article of the EC Treaty shall include a
reference to the equivalent Article in the EC Treaty prior to its re-numbering
by the Treaty of Amsterdam;
	 
	 	1.2.4	 	“costs” includes a reference to costs, charges and expenses of
every description;
	 
	 	1.2.5	 	a “person” includes a reference to an individual, partnership,
unincorporated association or body corporate wherever incorporated or situate
and includes a reference to that person’s legal personal representatives and
successors;
	 
	 	1.2.6	 	a “subsidiary”, “holding company” and “body corporate” has the
respective meaning set out in sections 736 and 740 of the Act;
	 
	 	1.2.7	 	a “company” has the meaning set out in section 735 of the Act;
and
	 
	 	1.2.8	 	a “subsidiary undertaking” or a “parent undertaking” has the
meaning set out in sections 258 and 259 of the Act.






	 	1.3	 	The Schedules form part of this agreement and shall be interpreted and
construed as though they were set out in this agreement.




 









 






	 	1.4	 	The headings to the clauses, Schedules and paragraphs of the Schedules are for
convenience only and shall not affect the interpretation or construction of this
agreement.
	 
	 	1.5	 	In construing this agreement, the ejusdem generis principle shall not apply and
general words are not to be given a restrictive meaning because they are followed by
particular examples intended to be embraced by the general words.
	 
	 	1.6	 	Unless otherwise stated to the contrary in any particular case, any statement
which refers to the knowledge or knowledge and belief of the Seller or is expressed to
be “so far as the Seller is aware” or any similar expression shall be deemed to include
an additional statement that it has been made after due and careful enquiry of
employees and officers of the Company or the Licencees.
	 
	 	1.7	 	Any agreement, warranty, indemnity, covenant or undertaking on the part of two
or more persons shall, except where the contrary is stated, be deemed to be given or
made by such persons severally.






	2.	 	SALE AND PURCHASE OF THE SHARES






	 	2.1	 	The Seller agrees to sell or procure to be sold with full title guarantee and
the Buyer agrees to buy, the whole of the legal and beneficial interest in the Shares
with all rights attached or accruing to them at the date of Completion.
	 
	 	2.2	 	The Seller covenants to the Buyer that the Buyer will on Completion be entitled
to exercise all rights attached or accruing to the Shares.
	 
	 	2.3	 	The completion of this agreement is conditional upon the simultaneous
completion of the purchase of the UK Purchase Agreement.






	3.	 	CONSIDERATION






	 	3.1	 	The price for the Shares is the Consideration.
	 
	 	3.2	 	The Consideration is the sum of US$1,734,400 which will be paid in cash to the
Seller and which shall be satisfied at Completion by the electronic transfer of
US$1,734,400 to the Buyer’s Solicitors’ U.S. Dollar Client Account at Coutts Bank, 440
The Strand, London WC2R 0QS, Account No 15537140, IBAN GB07COUT18009115537140, SWIFT
Code COUT GB 22.






	4.	 	COMPLETION






	 	4.1	 	Completion shall, subject to the provisions of Clause 5.5, take place at the
offices of the Buyer’s Solicitors in London on the Completion Date when all the matters
referred to in Clauses 4.2 to 4.4 shall be effected.
	 
	 	4.2	 	At Completion the Seller shall deliver to the Buyer:-






	 	4.2.1	 	duly executed transfers of the Shares to the Buyer in the
agreed form together with the share certificates for all of the Shares (or an
express indemnity in a form satisfactory to the Buyer in the case of any
missing certificate;
	 
	 	4.2.2	 	board resolutions of the Company in the agreed form relating
to the matters specified in Clause 4.3;
	 
	 	4.2.3	 	executed power(s) of attorney in favour of the Buyer in the
agreed form, and such duly executed waivers or consents as may be required, to
give a good title to the Shares to the Buyer and to enable the Buyer be
registered




 









 






	 	 	 	as the holder of the Shares and, pending registration, to exercise all
voting and other rights attaching to the Shares;
	 
	 	4.2.4	 	all the financial and accounting books and records of the
Company; and
	 
	 	4.2.5	 	the statutory books of the Company (duly written up to date as
at immediately prior to Completion) and Certificates of Incorporation and
Certificate of Incorporation on Change of Name.






	 	4.3	 	At Completion the Seller shall procure that a board meeting of the Company is
held at which the directors:-






	 	4.3.1	 	approve the registration of the transfers in respect of the
Shares referred to in Clause 4.2.1 (subject only to due stamping);
	 
	 	4.3.2	 	revoke all existing authorities to bankers regarding the
operation of the Company’s bank accounts and give relevant authorities in
favour of the persons nominated by the Buyer to operate such accounts; and
	 
	 	4.3.3	 	change the Company’s accounting reference date to 31 December.






	 	4.4	 	At Completion the Buyer shall:-






	 	4.4.1	 	pay the Consideration set out in Clause 3 by procuring that
the Buyer’s Solicitors shall provide an undertaking in the agreed form to the
Seller’s Solicitors and shall effect the electronic transfer referred to
therein; and
	 
	 	4.4.2	 	deliver to the Seller a copy of a resolution of the Buyer’s
board of directors (or an authorised committee of that board) authorising the
execution and completion of this agreement and the incidental matters referred
to herein.






	5.	 	WARRANTIES






	 	5.1	 	The Seller warrants to the Buyer that each warranty contained in Schedule 2 is
true and accurate in all material respects as at the date of this agreement.
	 
	 	5.2	 	Each of the parties acknowledges that the Buyer is entering into this agreement
in reliance upon the warranties contained in Schedule 2 (the “Warranties”). Save as
provided in Clause 6, no information of which the Buyer or any member of the Buyer’s
Group has constructive or imputed knowledge shall prejudice any claim being made by the
Buyer under any of the Warranties nor shall it affect the amount recoverable under any
such claim and neither the rights and remedies of the Buyer nor the Seller’s liability
in respect of the Warranties shall be affected by any investigation made by or on
behalf of the Buyer into the Company.
	 
	 	5.3	 	Each of the Warranties shall be interpreted as a separate and independent
Warranty so that the Buyer shall have a separate claim and right of action in respect
of every breach of each Warranty.






	6.	 	LIMITATION ON SELLER’S LIABILITY
	 
	 	 	The Seller’s liability under the Warranties shall be limited as set forth in Clause 6 of the
UK Purchase Agreement.
	 
	7.	 	CONFIDENTIAL INFORMATION AND KNOW-HOW






	 	7.1	 	The Seller undertakes before and after Completion but subject to Clause 7.2
that he shall:-




 









 












	 	7.1.1	 	not make use of or disclose to any person Confidential
Information, Know-How or Intellectual Property belonging to and/or used by the
Company up to Completion; and
	 
	 	7.1.2	 	take all reasonable steps to prevent the use or disclosure of
any such Confidential Information, Know-How or Intellectual Property belonging
to and/or used by the Company.






	 	7.2	 	Clause 7.1 does not apply to:-






	 	7.2.1	 	the use or disclosure of Confidential Information required to
be used or disclosed by law provided that the Seller gives the Buyer prior
notice of such disclosure or in the course of the employment of Seller by the
Company or the Buyer or another member of the Buyer’s Group or as required by
the terms of any other contract or agreement to which the Buyer or another
member of the Buyer’s Group or the Company is a party;
	 
	 	7.2.2	 	the disclosure of Confidential Information, Know-How or
Intellectual Property to a director, officer or employee of the Buyer or
another member of the Buyer’s Group or of the Company whose function requires
that he has possession of the Confidential Information Know-How or Intellectual
Property Rights;
	 
	 	7.2.3	 	disclosure of Confidential Information to an adviser for the
purpose of advising the Seller but only on terms that Clause 7.1 applies to use
or disclosure by the adviser; or
	 
	 	7.2.4	 	Confidential Information which becomes publicly known except
as a result of the Seller’s breach of Clause 7.1.






	8.	 	ANNOUNCEMENTS






	 	8.1	 	Subject to Clause 8.2 the Seller shall not make or send before or after
Completion any announcement, communication or circular relating to the subject matter
of this agreement unless such party has first obtained the other party’s written
consent to the form and text of such announcement, such consent not to be unreasonably
withheld.
	 
	 	8.2	 	Subject to Clause 8.3, Clause 8.1 does not apply to an announcement,
communication or circular:-






	 	8.2.1	 	required by law or by a Recognised Investment Exchange (as
defined by the Financial Services and Markets Act 2000) or by any governmental
authority, in which event the party required to make or send such announcement,
communication or circular shall, where practicable, first consult with the
other party as to the content of such announcement;
	 
	 	8.2.2	 	made or sent by the Buyer or another member of the Buyer’s
Group after Completion to the Company’s customers, clients or suppliers
advising them of the change of control of the Company; or
	 
	 	8.2.3	 	sent by the Buyer or another member of the Buyer’s Group to
the Seller’s Solicitors and/or its officers, directors, employees, equity
holders, shareholders and professional advisers (“the Authorised Disclosees”)
if the Seller’s Solicitors and any Authorised Disclosee agrees to be bound by
confidentiality provisions substantially the same as those contained in Clause
8.






	 	8.3	 	In the event either party is required by law, applicable regulation or judicial
process to disclose any information relating to this agreement, such party agrees to:-




 









 












	 	8.3.1	 	promptly notify the other party of the existence, terms and
circumstances surrounding such requirement;
	 
	 	8.3.2	 	consult with the other party on the advisability of taking
legally available steps to resist or narrow such request; and
	 
	 	8.3.3	 	if disclosure of such information is required, exercise its
reasonable efforts to obtain an order or other reliable assurance that
confidential treatment will be accorded to such information. If such order or
assurance is not obtained, the party required to disclose such information
shall be permitted to disclose only the portion of such information that it is
advised by opinion of counsel is required to be disclosed.






	9.	 	NOTICES






	 	9.1	 	Any notice or other communication pursuant to, or in connection with, this
agreement shall be in writing and delivered personally, or sent by first class pre-paid
recorded delivery post (air mail if overseas), to the Buyer at the address specified on
page 1 above (or such address as may be notified in writing by the Buyer from time to
time) with a copy to Hollywood Media Corp., 2255 Glades Road, Suite 221A, Boca Raton,
Fl 33431 USA (Attention: Legal Department), and to each Seller at the address of the
Seller’s Solicitors (Ref KP).
	 
	 	9.2	 	Subject to Clause 8.3, any notice or other communication shall be deemed to
have been served:-






	 	9.2.1	 	if delivered personally, when left at the address referred to
in Clause 9.1;
	 
	 	9.2.2	 	if sent by pre-paid recorded delivery post (other than air
mail), two days after posting it; or
	 
	 	9.2.3	 	if sent by air mail, six days after posting it.






	 	9.3	 	If a notice is given or deemed given at a time or on a date which is not a
Business Day, it shall be deemed to have been given on the next Business Day.






	10.	 	ENTIRE AGREEMENT






	 	10.1	 	This agreement sets out the entire agreement and understanding between the
parties in respect of the sale and purchase of the Shares. It is agreed that:-






	 	10.1.1	 	the Buyer has not entered into this agreement in reliance upon any
representation, warranty or undertaking of any other party which is not
expressly set out or referred to in this agreement;
	 
	 	10.1.2	 	neither party shall have any remedy in respect of any misrepresentation or
any untrue statement made by the other party which is not contained in this
agreement nor for any breach of warranty which is not contained in this
agreement;
	 
	 	10.1.3	 	this clause shall not exclude any liability for, or remedy in respect of
fraud or fraudulent misrepresentation.






	 	10.2	 	No variation of this agreement shall be effective unless made in writing and
signed by or on behalf of both of the parties.




 









 












	11.	 	FURTHER ASSURANCE






	 	11.1	 	The Seller undertakes to provide the Buyer before or after Completion with all
documents as he has in his possession or under his control relating to the business and
affairs of the Company and for this purpose the Seller shall give the Buyer and any
persons authorised by the Buyer reasonable access to all such documents, and the Buyer
may, at its cost, copy any such documents.
	 
	 	11.2	 	The Seller shall:-






	 	11.2.1	 	at his own cost at any time before and after Completion execute or procure
the execution of such documents in a form satisfactory to the Buyer as the
Buyer considers reasonably necessary for the purpose of vesting the Shares in
the Buyer; and
	 
	 	11.2.2	 	for a period not exceeding three years from the date of this agreement give
to the Buyer such assistance as the Buyer may reasonably require in connection
with any dispute or threatened dispute directly or indirectly relating to the
Intellectual Property, Know-How and/or the Confidential Information, subject to
the Buyer first indemnifying the Seller against any costs hereby incurred by
him in such reasonable manner as the Seller shall reasonably request.






	12.	 	INVALIDITY
	 
	 	 	If any provision of this agreement is held to be unenforceable or illegal, in whole or in
part, such provision or part shall to that extent be deemed not to form part of this
agreement but the enforceability of the remainder of this agreement shall remain unaffected.
	 
	13.	 	EFFECT OF COMPLETION
	 
	 	 	This agreement and in particular the Warranties in so far as any of its provisions remain to
be, or are capable of being, performed or observed, shall remain in full force and effect
after Completion.
	 
	14.	 	WAIVER






	 	14.1	 	The failure by the Buyer to exercise or delay in exercising any right or remedy
under this agreement shall not constitute a waiver of the right or remedy or a waiver
of any other rights or remedies the Buyer may otherwise have and no single or partial
exercise of any right or remedy under this agreement shall prevent any further exercise
of the right or remedy or the exercise of any other right or remedy.
	 
	 	14.2	 	The Buyer’s rights and remedies contained in this agreement are in addition to,
and not exclusive of, any other rights or remedies available at law.






	15.	 	COSTS
	 
	 	 	The Buyer and the Seller shall pay their own costs in relation to the negotiation,
preparation, execution and implementation of this agreement and of each document referred to
in this agreement.
	 
	16.	 	ASSIGNMENT






	 	16.1	 	The Seller agrees that the benefits of this agreement and any documents
referred to in it or executed at Completion (including any causes of action arising in
connection with any of them) are given to the Buyer for itself and its successors in
title and the Buyer and its successors in title may not without the consent of the
Seller, such




 









 






	 	 	 	consent not to be unreasonably withheld or delayed, assign the benefits of this
agreement.
	 
	 	16.2	 	Notwithstanding the provisions of Clause 16.1 above, the Buyer may assign the
benefits of this agreement to any member of the Buyer’s Group. PROVIDED THAT upon the
assignee ceasing to be a member of the Buyer’s Group such benefits shall cease to apply
unless they shall have previously been re-assigned to another member of the Buyer’s
Group.






	17.	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
	 
	 	 	A person who is not a party to this agreement shall have no rights under the Contracts
(Rights of Third Parties) Act 1999 to rely upon or enforce any term of this agreement
provided that this does not affect any right or remedy of the third party which exists or is
available apart from that Act. No party may declare itself as a trustee of the rights under
this agreement for the benefit of any third party save as expressly provided in this
agreement.
	 
	18.	 	LIMITATION OF TIME
	 
	 	 	In the event of any claim being made under this agreement the parties shall not plead
against such claim the provisions of the Limitation Act 1980 or any other statute or rule of
law relating to limitation of time in which an action can be brought or claim made, provided
that this Clause 18 is without prejudice to any express provision of this agreement
regarding time limits for notifying or making claims.
	 
	19.	 	COUNTERPARTS
	 
	 	 	This agreement may be executed in any number of counterparts and by each of the parties on
separate counterparts (by fax or otherwise) each of which when executed and delivered shall
be deemed to be an original, but all the counterparts together shall constitute one and the
same agreement.
	 
	20.	 	LAW AND JURISDICTION






	 	20.1	 	This agreement shall be governed by the jurisdiction of the courts of England
and Wales and construed and governed in accordance with the laws of England
	 
	 	20.2	 	Any and all disputes, controversies or claims arising out of, relating to or in
connection with this agreement including any question regarding its existence,
validity, scope or termination, shall be finally settled under the Rules of Arbitration
of the International Chamber of Commerce by one arbitrator (“the Arbitrator”) appointed
in accordance with such Rules. The arbitration shall be conducted in the English
language in Geneva, Switzerland. Judgment on any award rendered by the Arbitrator may
be entered in any court having jurisdiction thereof. Each party shall bear its own
costs and expense of such arbitration. The parties shall maintain strict
confidentiality with respect to all aspects of the arbitration and shall not disclose
the fact, conduct or outcome of the arbitration to any non parties or non participants
without the prior written consent of each party to the arbitration, except to the
extent required by law, applicable regulation or judicial process or to the extent
necessary to recognise, confirm or enforce the final award in the arbitration. In the
event either party is required by law, applicable regulation or judicial process to
disclose any information relating to the arbitration, such party agrees to comply with
the provisions set forth in Clause 8.3 above as if applicable to the arbitration.




SIGNED by or on behalf of the parties on the date which first appears in this agreement.




 









 








SCHEDULE 1




Details of the Company




	 	 	 	 	 	 	 
	1.

	 	Registered number:
	 	5161573	 
	 
	2.

	 	Previous company names:
	 	None

	 
	3.

	 	Registered office:
	 	36 Orchard Road, Lytham St Annes, Lancashire
FY81PF

	 
	4.

	 	Date and place of incorporation:
	 	23 June 2004, Cardiff

	 
	5.

	 	Authorised share capital:
	 	£1000 made up of 1000 ordinary shares of £1 each

	 
	6.

	 	Issued share capital:
	 	£1000 made up of 1000 ordinary shares of £1 each

	 
	7.

	 	Shareholders
	 	The Seller







 









 






SCHEDULE 2




Warranties





	1.	 	SHARE CAPITAL, SUBSIDIARIES AND JOINT VENTURES
	 
	 	 	Ownership of Shares






	 	1.1	 	The Seller is the legal and beneficial owner of, and is entitled to sell with
full title guarantee on the terms of this agreement without the consent of any third
party, the Shares free from Encumbrances.
	 
	 	1.2	 	The Shares constitute the whole of the Company’s allotted and issued share
capital and are fully paid or credited as fully paid.
	 
	 	1.3	 	There is no Encumbrance on, over or affecting any of unissued shares,
debentures or other securities of the Company and no person has the right (whether
exercisable now or in the future and whether contingent or not) to call for the issue,
allotment, conversion, redemption, sale or transfer of any shares, debentures or other
securities of the Company.
	 
	 	Joint Ventures
	 
	 	1.4	 	The Company is not, and has not agreed to become a member of any partnership or
other unincorporated association, joint venture, or consortium (other than a recognised
trade association) or other profit or income sharing arrangement.
	 
	 	Branch
	 
	 	1.5	 	The Company does not have any branch, agency or place of business outside the
United Kingdom and does not use its letterhead, books or vehicles or otherwise carry on
its business under any name other than its corporate name.






	2.	 	CAPACITY
	 
	 	 	Authority






	 	2.1	 	The Seller has the necessary power and authority and has taken all necessary
action to enter into and perform this agreement and each of the documents to be
executed at or before Completion in accordance with this agreement which will, when
executed, become binding and enforceable obligations of the Seller.
	 
	 	2.2	 	The Seller will not, by virtue of entering into or performing any of his duties
under this agreement or any other agreement made or to be made between the Seller and
the Buyer, be in breach of any express or implied terms of any contract or of any other
obligation binding upon him.






	3.	 	INFORMATION ON COMPANY






	 	3.1	 	The information contained in Schedule 1 of this agreement is true and accurate
in all respects and not misleading.






	4.	 	STATUTORY ACCOUNTS AND RECORDS




 









 












	 	4.1	 	The Company’s accounts, books, ledgers, financial and other records are in its
possession or under its control, up-to-date and contain a materially accurate record of
all matters required to be entered in them by the Act, accounting practice and other
relevant legislation.
	 
	 	4.2	 	The Accounts have been prepared in accordance with the Companies Acts and with
accounting standards, policies, principles and practices generally accepted in the UK
and in accordance with the law of that jurisdiction.
	 
	 	4.3	 	The Accounts have been audited by an auditor or firm of accountants qualified
to act as auditors in the UK and the auditors’ report(s) required to be annexed to the
Accounts is unqualified.
	 
	 	4.4	 	The Accounts show a true and fair view of the commitments and financial
position and affairs of the Company as at the Balance Sheet Date and of the profit and
loss of the Company for the financial year ended on that date.
	 
	 	4.5	 	The Accounts contain either provision adequate to cover, or full particulars in
notes of, all Taxation and other liabilities (whether quantified, contingent, disputed
or otherwise) of the Company as at the Balance Sheet Date.
	 
	 	4.6	 	The Accounts have been filed and laid before the Company in general meeting in
accordance with the requirements of the Companies Acts.
	 
	 	4.7	 	The Accounts have been prepared on a basis consistent with the audited accounts
of, as the case may be, the Company for the two prior accounting periods without any
change in accounting policies used.






	5.	 	ASSETS AND LIABILITIES






	 	5.1	 	The Company is not the beneficiary of any loan facilities from any bankers.
	 
	 	5.2	 	The Company has not created, or agreed to create, any Encumbrance or given, or
agreed to give, any guarantee, suretyship, indemnity or similar encumbrance or
agreement for the postponement of debt or (except in the ordinary course of business)
for lien or set-off.
	 
	 	5.3	 	The Company is not a party to or subject to any agreement, transaction,
obligation, commitment, understanding, arrangement or liability.
	 
	 	5.4	 	The Company has no assets save for the substantial Intellectual Property Rights
which have been created for it by the Seller and Clientserv Limited and which are
licenced by it to the Licensees on a basis which is royalty free until 31 December 2005
and terminable on 30 days notice thereafter. The Seller and Clientserv Limited have no
subsisting rights or interests in such Intellectual Property Rights.
	 
	 	5.5	 	Each of the Intellectual Property Rights which have been created by or for the
Company (including that created by Clientserv Limited) is:-






	 	5.5.1	 	valid, subsisting and enforceable and, so far as the Seller is
aware, nothing has been done or omitted to be done by which it may cease to be
valid and enforceable;
	 
	 	5.5.2	 	solely legally and beneficially owned by, and validly granted
to, the Company free from any lien, licence, encumbrance, restriction on use or
disclosure obligation;
	 
	 	5.5.3	 	used exclusively by the Company and the Licencees; and




 









 






	 	5.5.4	 	not, and so far as the Seller is aware, will not be, the
subject of a claim, opposition, challenge or attack from a person including,
without limitation, an employee of the Company as to title, subsistence,
validity, enforceability, entitlement or pursuant to sections 40 and 41 of the
Patents Act 1977 or otherwise.






	 	5.6	 	All Confidential Information has been kept secret and (save as required in the
ordinary course of business) not been disclosed to third parties.
	 
	 	5.7	 	There is and has been no civil, criminal, arbitration, administrative or other
proceeding or dispute in any jurisdiction concerning any of the Intellectual Property
Rights and so far as Vendor is aware, no civil, criminal, arbitration, administrative
or other proceedings concerning any of the Intellectual Property Rights is pending or
threatened. So far as the Vendor is aware (but without having made any enquiry) no
matter exists which might give rise to a proceeding of that type.
	 
	 	5.8	 	The Company has no liabilities or obligations of any kind to any third party of
any kind whatsoever, whether past or present and whether actual or contingent.




 









 











SIGNATURE PAGE




	 	 	 	 	 	 	 	 	 
	SIGNED (but not delivered until the date hereof) as a	 	 	)	 	 	 
	Deed by MITCHELL CLIFFORD MICHAEL	 	 	)	 	 	/s/ Kevin Philbin as attorney
	 

	 	 	 	 	 	 	 	 
	CARTWRIGHT in the presence of:-	 	 	)	 	 	(Signature)
	 
	 	 	 	 	 	 	 	 
	WITNESS:

	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Jeffrey Spector
	 	 	 	 	 	(Date)
	Name:

	 	Jeffrey Spector	 	 	 	 	 	 
	Address:

	 	255 Clifton Drive South	 	 	 	 	 	 
	 

	 	Latham, St. Anne’s, Lancashire	 	 	 	 	 	 
	 

	 	England, FY8 1HW	 	 	 	 	 	 
	 
	Occupation:

	 	Director	 	 	 	 	 	 
	(PLEASE COMPLETE IN CAPITALS)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED (but not delivered until the date hereof) as a	 	 	)	 	 	 
	Deed on behalf of CINEMASOURCE UK LIMITED	 	 	)	 	 	/s/ Mitchell Rubenstein
	 

	 	 	 	 	 	 	 	 
	in the presence of:-	 	 	)	 	 	(Signature)
	 
	 	 	 	 	 	 	 	 
	WITNESS:

	 	 	 	 	 	 	 	22 November 2005
	 

	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ James Moakley
	 	 	 	 	 	(Date)
	Name:

	 	James Moakley	 	 	 	 	 	 
	Address:

	 	Hollywood Media Corp.	 	 	 	 	 	 
	 

	 	2255 Glades Road, Suite 221A	 	 	 	 	 	 
	 

	 	Boca Raton, FL 33431	 	 	 	 	 	 
	 
	Occupation:

	 	Attorney	 	 	 	 	 	 
	(PLEASE COMPLETE IN CAPITALS)