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EXHIBIT 6.45
Total Film Group, Inc.
Term Sheet
Instrument and Amount $525,000 senior convertible promissory notes
Use of Proceeds Working capital
Interest Rate 12% simple interest payable quarterly
Redeemable Within six months of issuance
May be repaid anytime without penalty
Mandatory repayment out of proceeds of
financing greater than $3 million
Convertible Initially into common shares at $2.00 per
share. Anti-dilution clause will exist
Equity Kicker 50,000 unregistered common shares
Registration Rights One demand registration and unlimited
piggyback rights
Default If not redeemed in full within six months
following issuance:
1. convertible into common at $1.50
per share for first ninety day default
period and than exercise price further
reduced to $1.00 per share
Reporting Requirements The following conditions will be
incorporated in the stock purchase
agreement:
1. copies of all SEC filings as filed
2. Visitation rights for Bruce Cowen at
all Board of Directors and its committee
meetings
3. Monthly financial statements within
thirty days of month end
Documentation Company will provide fully executed loan
agreements, common shares and registration
rights agreement by December 15, 2000
Fee 7% cash fee to be paid at closing on gross
amount of proceeds received payable to
Capital Research Ltd., plus 50,000 five year
warrants priced at $3.00 per share
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On behalf of Total Film Group, Inc.
/s/ GERALD GREEN on this date November 10, 2000
On behalf of Lenders: Amount of participation $400,000.00 USD
/s/ MICHAEL LAUER on this date November 10, 2000
Lancer Offshore, Inc.
Amount of participation $125,000.00 USD
/s/ MICHAEL LAUER on this date November 10, 2000
The Viator Fund, Ltd.
