EXHIBIT 10.1
IMA CONTRACT WITH NMMI REGARDING
PREFERRED STOCK
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MEMORANDUM OF AGREEMENT
April 12, 2000
On the above date in Safety Harbor, Florida through their respective boards of
directors Investment Management of America, Inc. and New Millennium Media
International, Inc. reached an agreement and began implementation of the terms
of the agreement as follows:
1. New Millennium Media International, Inc. needed approximately three
million shares of common stock to satisfy overdue contractual
obligations of two individuals: W. Cole Leary - one million six
hundred fifty six thousand six hundred seventy two (1,656,672) and
Mark S. Western - one million three hundred forty three thousand three
hundred twenty eight (1,343,328), for a total of three million shares
of Common Stock in New Millennium Media International, Inc.
2. New Millennium Media International, Inc. did not have available
sufficient shares of common stock to satisfy this requirement, but had
available ten million shares of preferred stock.
3. Investment Management of America, Inc. is the owner of approximately
twelve million shares of common stock in New Millennium Media
International, Inc.
4. New Millennium Media International, Inc. is intending to immediately
commence the process of amending its corporate charter to increase its
authorization of common stock by fifty million shares and to change
the preferences of five million shares of its preferred stock by
allowing voting rights.
5. New Millennium Media International, Inc. and Investment Management of
America, Inc. agree that Investment Management of America, Inc. will
trade with New Millennium Media International, Inc. three million
shares of its common stock for three million stares of New Millennium
Media International, Inc. preferred stock provided that the
preferences of the preferred stock will be changed so that it will
have voting rights and all other advantages of the common stock and
further provided that when New Millennium Media International, Inc.
amends its articles of incorporation to increase the authorization
amount for common stock, it will issue to Investment Management of
America, Inc. three million shares of common stock in exchange for the
three million shares of preferred stock owned by Investment Management
of America, Inc.
6. These two corporations have entered into this agreement in good faith
in a genuine effort to expedite New Millennium Media International,
Inc.'s efforts to increase its capital, i.e., "the Swartz transaction"
and to permanently lay to rest the obligations to the two individuals
mentioned above in paragraph one.
7. The respective Minutes of Board of Directors meetings for the two
contracting corporations that are dated April 12, 2000 pertaining to
these issues of this agreement are included by reference in this
agreement.
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8. The respective parties to this agreement recognize and understand and
agree that the contracting parties have board member(s) mutual to both
contracting corporations and waive any conflict issues that do or
could arise from such individuals that serve on both boards either
directly or by stock ownership control.
Investment Management of America, Inc.
By /s/ Gerald C. Parker
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Gerald C. Parker, Chairman of the Board
Attested by:
/s/ Larry G. Rightmyer
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Larry G. Rightmyer Secretary/VP/Operations
New Millennium Media International, Inc.
By /s/ John Thatch
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John "JT" Thatch, President/CEO
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