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EXHIBIT 6.48
Total Film Group, Inc.
Term Sheet
Instrument and Amount Up to $1 million senior convertible
promissory notes
Use of Proceeds Working capital
Interest Rate 12% simple interest payable quarterly
Redeemable Within nine 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 $3.00 per
share. Anti-dilution clause will exist
Equity Kicker 30,000 unregistered common shares in
MeetChina.com
Registration Rights One demand registration and unlimited
piggyback rights
Default If not redeemed in full within nine 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 September 15, 2000
Fee 7% cash fee to be paid at closing on gross
amount of proceeds received payable to
Capital Research Ltd., plus 100,000 five
year warrants priced at $3.50 per share
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On behalf of Total Film Group, Inc.
/s/ Gerald Green on this date August 14, 2000
On behalf of Lenders: Amount of participation $500,000
/s/ Michael Lauer on this date August 14, 2000
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Lancer Partners, LP
Amount of participation $250,000
/s/ Michael Lauer on this date August 14, 2000
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The Viator Fund, Ltd.
Amount of participation $250,000
/s/ Michael Lauer on this date August 14, 2000
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Michael Lauer
