STEREO VISION ENTERTAINMENT INC
10SB12G/A, EX-10.5, 2000-08-09
RADIO, TV & CONSUMER ELECTRONICS STORES
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                                                                    EXHIBIT 10.5

To:  Herky Williams and Jerry Crutchfield
Re:  Contract - Acquisition of 51% of Wilfield Entertainment

ACQUISITION OF 51% OF WILFIELD ENTERTAINMENT:
---------------------------------------------
      o     Wilfield Entertainment agrees to produce 13 albums within the next
            year, where by Stereo Vision Entertainment, Inc. will own 51%
            (fifty-one percent) of said albums.
      o     Stereo Vision Entertainment, Inc. will supply necessary funding for
            Wilfield Entertainment projects.
      o     Wilfield Entertainment will repay to Stereo Vision Entertainment,
            Inc. the project funding capital. After initial capital repayment
            has occurred, Stereo Vision Entertainment, Inc. and Wilfield
            Entertainment shall disburse the profits with 51%(fifty-one percent)
            being paid to Stereo Vision Entertainment, Inc. and 49%(forty-nine
            percent) being paid to Wilfield Entertainment.
      o     Wilfield Entertainment will at all times make available its
            financial and accounting information to authorized Stereo Vision
            Entertainment, Inc. auditors.

COMPENSATION:
-------------
      o     200,000 Rule 144 Restricted Shares Stereo Vision Entertainment, Inc.
            Common Stock.

ARBITRATION OF DISPUTES:
------------------------
      o     Any and all disputes arising under or related to this contract shall
            first be submitted to mediation. If not resolved it shall then be
            submitted to and finally decided, by binding arbitration under
            California law and under the commercial arbitration rules of the
            American Arbitration Association in San Diego, California, and
            judgment on any award entered therein shall be entered into any
            court of competent jurisdiction over the party charged by such
            award.

ASSIGNMENT OR TRANSFER OF RIGHTS:
---------------------------------
      o     Either party may assign or transfer their rights under this
            agreement to a third party with the permission of the other. Such
            permission will not be unreasonably withheld and such transfer not
            to impede, alter or infringe on the rights of either party to this
            agreement, however, prior to any sale or transfer, the selling party
            agrees to give the other party the right to match any legitimate buy
            out offer.

The parties agree to enter into a more detailed and formal agreement. However,
until that time this agreement shall represent the entire understanding between
the parties.


         /s/ Herky Williams                          Date  March 10, 2000
         -----------------------------------               ---------------------
         Herky Williams
         Wilfield Entertainment

         /s/ Jerry Crutchfield                       Date  March 10, 2000
         -----------------------------------               ---------------------
         Jerry Crutchfield
         Wilfield Entertainment

         /s/ Lance Putnam                            Date  April 3, 2000
         ---------------------------                       ---------------------
         Lance Putnam-President
         Stereo Vision Entertainment, Inc.

         /s/ Lawrence P. Kallett                     Date:  March 28, 2000
         ---------------------------                        --------------------
         Lawrence P. Kallett
         Secretary-Treasurer
         Stereo Vision Entertainment, Inc.






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