METRO GLOBAL MEDIA INC
8-K, 1999-10-04
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

        Pursuant to Section 13 or 15(d) of the Securities Act of 1934

     Date of Report (Date of earliest event reported): September 29, 1999


                            Metro Global Media, Inc.
                            ------------------------
             (Exact name of registrant as specified in its charter)


    Delaware                         0-21634                    65-0025871
  -----------------------------------------------------------------------------
 (State or other jurisdiction      (Commission                (IRS Employer
 of incorporation)                 File Number)            Identification No.)

         1060 Park Avenue, Cranston, Rhode Island                    02910
         ------------------------------------------------------------------
       (Address of principal executive offices)                   (Zip Code)

                                (401) 942-7876
                                --------------
             (Registrant's telephone number, including area code)


        -------------------------------------------------------------
        (Former name or former address, if changed since last report)

<PAGE>


Item 2      Acquisition or Disposition of Assets

     On  September  29,  1999,   Metro  Global  Media,   Inc.  ("Metro  Global")
consummated the sale of its wholly-owned subsidiary Fanzine International,  Inc.
("Fanzine")  to Robert  Maiello,  Philip P.  Salvatore,  Bart Senior and Michael
Levine,  the  former  Fanzine  shareholders  (the  "Former  Shareholders"),  and
Goldtree Publishing,  Inc., a company controlled by them ("Goldtree"),  pursuant
to a Rescission and Purchase  Agreement,  dated September 29, 1999, by and among
Metro Global,  Metro,  Inc.,  Fanzine,  Goldtree,  and the Former  Shareholders.
Fanzine  operated  Metro Global's  publishing  segment and published a series of
monthly,  bi-monthly,  and  event-driven  magazines,  as well as  calendars  and
"how-to"  digest.  Metro Global acquired  Fanzine in July 1998 for $4 million in
cash and one million shares of Metro Global's common stock.

     As  consideration  for  this  sale of  Fanzine's  stock,  Metro  Global  is
scheduled  to receive  total  payments of $4.5  million and receive back the one
million shares of its common stock held by the Former  Shareholders.  Payment of
the $4.5 million is schedule to be paid as follows: $1 million is due by October
31, 1999;  $1 million is due by November 30, 1999;  $1 million is due by May 31,
2000; and $1.5 million is due by August 31, 2000.

Item 7    Financial Statements and Exhibits

          (b)  Pro forma financial information

               (1)  Pro forma  financial  statements  which  give  effect to the
                    disposition of Fanzine are currently unavailable. Registrant
                    plans to file the pro forma financial  statements  within 60
                    days.

          (c)  Exhibit 2.1 -  Rescission  and  Purchase  Agreement  by and among
               Metro Global Media,  Inc., Metro,  Inc.,  Fanzine  International,
               Inc.,  Goldtree  Publishing,  Inc.,  Robert  Maiello,  Philip  P.
               Salvatore, Bart Senior and Michael Levine.

               Exhibit 2.2 - Security  Agreement between Fanzine  International,
               Inc. and Metro Global Media, Inc.

               Exhibit 2.3 - Security  Agreement between Fanzine  International,
               Inc. and Metro Global Media, Inc.

               Exhibit  2.4 -  Promissory  Note  from  Robert  Maiello,  Michael
               Levine,  Bart  Senior and  Philip P.  Salvatore  to Metro  Global
               Media, Inc.

               Exhibit 2.5 - Promissory Note from Goldtree  Publishing,  Inc. to
               Metro Global Media, Inc.

               Exhibit 2.6 - Personal Guarantee of Michael Levine

               Exhibit 2.7 - Personal Guarantee of Robert Maiello

               Exhibit 2.8 - Personal Guarantee of Philip Salvatore

               Exhibit 2.9 - Personal Guarantee of Bart Senior


                                      2
<PAGE>


                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.

                                    METRO GLOBAL MEDIA, INC.


                                    By: /s/ Janet Hoey
                                    ------------------
                                            JANET HOEY,
                                            TREASURER

October 4, 1999

                                        3

                                                                     Exhibit 2.1


                             RESCISSION AND PURCHASE AGREEMENT

     Agreement made this 29th day of September,  1999, by and among Metro Global
Media,  Inc.  ["MGM"],  Metro,  Inc.  ["Metro"],  Fanzine  International,   Inc.
["Fanzine"], Goldtree Publishing, Inc. ["Goldtree"], Robert Maiello ["Maiello"],
Philip P.  Salvatore  ["Salvatore"],  Bart Senior  ["Senior"] and Michael Levine
["Levine"] (MGM and Metro are sometimes  collectively  referred to herein as the
"Metro  Group;"  Fanzine,  Maiello,  Salvatore,  Senior and Levine are sometimes
collectively referred to as the "Fanzine Group").

     WHEREAS,  during 1998 Metro  acquired  100 shares of the  capital  stock of
Fanzine  (as  referred  to in Section 1.1 of the Stock  Purchase  Agreement,  as
hereinafter defined) [the "Fanzine Stock"] from Maiello,  Salvatore,  Senior and
Levine,  for  consideration  of Four Million  Dollars  ($4,000,000)  [the "Metro
Investment"]; and

     WHEREAS,  the parties  hereto  acknowledge  that their  expectations  never
materialized; and

     WHEREAS,  the parties hereto acknowledge that a complete  rescission of the
transactions,  arrangements and combinations commenced by them during 1998 is in
their respective best interests, and

     WHEREAS,  Goldtree is desirous of acquiring a portion of the Fanzine  Stock
from Metro.

     NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

     1. Rescission  Effective  immediately upon the execution of this Agreement,
and the deliveries  required by Sections 2 and 3 of this  Rescission  Agreement,
each of the agreements set forth below shall be deemed fully rescinded;  and the
respective  benefits,  liabilities or obligations imposed under or by them shall
be cancelled or made void [the "Rescission"]:

     (a) That certain Stock Pledge  Agreement  dated July 31, 1998 among MGM and
the individual members of the Fanzine Group [the "Stock Purchase Agreement"];

     (b) That certain Pledge  Agreement  dated July 31, 1998 executed by MGM and
benefiting the individual members of the Fanzine Group [the "Pledge Agreement"];

     (c) That  certain  Voting  Agreement  dated July 31, 1998 among MGM and the
individual members of the Fanzine Group [the "Voting Agreement"],

     (d) The  Employment  Agreement  dated July 31, 1998 among MGM,  Fanzine and
Levine [the "Levine Agreement"];

<PAGE>

     (e) The  Employment  Agreement  dated July 31, 1998 among MGM,  Fanzine and
Maiello [the "Maiello Agreement"];

     (f) The  Employment  Agreement  dated July 31, 1998 among MGM,  Fanzine and
Senior [the "Senior Agreement"]; and

     (g) The  Employment  Agreement  dated July 31, 1998 among MGM,  Fanzine and
Salvatore [the "Salvatore Agreement"].

     The business  operations,  and all of the tangible and intangible assets of
Fanzine, shall revert to the Fanzine Group as of the date of this Agreement.  No
member of the Metro Group  shall (i) have any present or future  interest in any
of the stock, business operations,  or tangible or intangible assets of Fanzine,
whether presently existing, previously existing, or hereafter existing; and (ii)
be or remain  liable  for any past,  present  or future  debts,  liabilities  or
obligations  incurred by Fanzine.  No member of the Fanzine Group shall (i) have
any present or future interest in any of the business operations, or tangible or
intangible assets of any member of the Metro Group,  whether presently existing,
previously existing, or hereafter existing; and (ii) be or remain liable for any
past, present or future debts, liabilities or obligations incurred by any member
of the Metro Group.

     Any and all income tax liabilities  attributable to any earnings of Fanzine
shall be paid  exclusively  by, and be the sole  responsibility  of, the Fanzine
Group.

     2. Return of consideration and Repurchase of the Fanzine Shares.

     (a)  Concurrently  with the parties' mutual  execution and delivery of this
Rescission  Agreement,  the Fanzine Group shall deliver to MGM a Promissory Note
substantially in the form of Exhibit "A" to this Agreement (the "Fanzine Note"),
obligating  the  individual  members of the  Fanzine  Group to pay to Metro,  as
consideration  for the  acquisition by the Fanzine Group of fifty (50) shares of
the Fanzine Stock, the sum of Two Million  ($2,000,000) on or before October 31,
1999;  provided,   however,  that  (notwithstanding  any  cure  periods  to  the
contrary),  Fanzine  shall have the option of paying up to One  million  Dollars
($1,000,000) of that sum on or before November 30, 1999.

     (b)  Concurrently  with the parties' mutual  execution and delivery of this
Rescission   Agreement,   Goldtree  shall  deliver  to  MGM  a  Promissory  Note
substantially  in the  form of  Exhibit  "B" to this  Agreement  (the  "Goldtree
Note"),   obligating  Goldtree  to  pay  to  Metro,  as  consideration  for  the
acquisition  by Goldtree of fifty (50) shares of the Fanzine  Stock,  the sum of
Two Million  ($2,500,000),  as follows:  (i) the sum of One Million ($1,000,000)
Dollars  shall be  payable on or before  May 31,  2000;  and (ii) the sum of One
Million,  Five  Hundred  Thousand  Dollars  ($1,500,000)  shall be payable on or
before August 31, 2000.

     (c) The Fanzine Note and the Goldtree Note shall each be without  interest,
provided,  however,  that if there is any  default  with  respect to any payment
thereunder  (which  default  remains  uncured  after  ten  days  written  notice

                                       2
<PAGE>

thereof),  the Note shall  bear  interest  on the unpaid  balance at the rate of
twelve percent (12%) per annum from the date thereof.

     (d) The  Goldtree  Note shall be secured by (i) the  personal  guarantee by
each the individual  members of Fanzine Group pro rata in a percentage  equal to
each member's pro rata percentage receipt of the Metro Investment),  in the form
of  Exhibit  "C"  annexed  to  this   Rescission   Agreement   (the   "Guarantee
Agreements");  and (ii) a pledge of the assets of Fanzine  pursuant to the terms
of a security  agreement  in the form of Exhibit "D" annexed to this  Rescission
Agreement (the "Goldtree Security Agreement").

     (e) The Fanzine  Note shall be secured by a pledge of the assets of Fanzine
pursuant to the terms of a security agreement in the form of Exhibit "E" annexed
to this Rescission Agreement (the "Fanzine Security Agreement").

     (e)  Concurrently  with the parties' mutual  execution and delivery of this
Rescission  Agreement,  the Fanzine  Group shall  deliver to MGM the One Million
(1,000,000)  shares of the common stock of MGM referred to in Section  2.2(a) of
the Stock Purchase Agreement.

     (f)  Concurrently  with the parties' mutual  execution and delivery of this
Rescission Agreement, and the receipt by Metro of the Fanzine Note, the Goldtree
Note, the Guarantee Agreements, the Goldtree Security Agreement, and the Fanzine
Security  Agreement  the  Fanzine  Stock  shall be deemed  sold and  conveyed as
follows:  (i) fifty (50) shares thereof to the individual members of the Fanzine
Group (in such proportions as the members of the Fanzine Group shall elect), and
(ii) fifty (50) shares thereof to Goldtree. The share certificate in the name of
Metro relating to the Fanzine Stock shall forthwith be released from escrow, and
marked  "cancelled"  on  its  face  and/or  destroyed,  new  share  certificates
evidencing the ownership of the Fanzine Stock by the  individual  members of the
Fanzine Group and Goldtree shall be issued by Fanzine, and the books and records
of Fanzine shall be modified to reflect such fact.

     3.  Exchange of General  Releases.  Upon the  execution of this  Rescission
Agreement, the parties shall exchange general releases (the "General Releases"),
in the form of Exhibit "F" annexed  hereto,  wherein and whereby  each member of
the Metro Group shall release each member of the Fanzine Group,  and each member
of the Fanzine Group shall release each member of the Metro Group,  from any and
all claims of any nature,  whether known or unknown,  whether presently existing
or hereafter coming into being,  and whether a direct or third-party  claim. The
General  Releases  shall  exclude  from the terms  thereof any  obligations  the
parties  may have to one another  arising  under this  Agreement  or any exhibit
annexed hereto.

     4. Notices.  All notices necessary or desirable to be given hereunder shall
be  deemed  sufficient  if served  personally,  or by fax  transmission,  with a
confirming  copy mailed to the parties at their addresses set forth below (or to
any other such addresses as are hereafter stated in a notice given in compliance
herewith):

If to any member of the Fanzine Group, to each of the following:

                                       3
<PAGE>

Fanzine International, Inc.
230 West 41st Street
New York, NY 10036

Michael Levine, Esq.
15 Barclay Road
Scarsdale, NY 10583

Robert Maiello
46 Polly Way
Middletown, NJ 07748

Philip P. Salvatore
c/o Philip P. Salvatore & Associates, Inc.
599 West Hartsdale Avenue, Suite 101
White Plains, NY 10607

Bart Senior
c/o Philip P. Salvatore & Associates, Inc.
599 West Hartsdale Avenue, Suite 101
White Plains, NY 10607

If to any member of the Metro Group:

Metro Global Media, Inc.
1060 Park Avenue
Cranston, RI 02910

With a copy to:

Lipsitz, Green, Fahringer,
Roll, Salisbury & Cambria, LLP
Att: Michael Schiavone, Esq.
42 Delaware Avenue, Suite 300
Buffalo, NY 14202

If to Goldtree:

Goldtree
c/o The Law Firm of Michael Levine, P.C.
15 Barclay Road
Scarsdale, NY  10583

     5. Governing Law. This Agreement  shall be construed in accordance with the
laws of the State of New York, regardless of any conflict of law considerations.

                                       4
<PAGE>

     6. Confidentiality. Each party to this Agreement shall hold and continue to
hold,  indefinitely,  any  information  it has  obtained  from any  other  party
["Information"] in strictest confidence and will not disclose same to any person
or entity whatsoever,  absent the prior express written instruction of the other
parties.  Nor shall any party to this Agreement make any disparaging  remarks or
statements  regarding any other party.  The party in  possession of  Information
shall take all necessary  steps to ensure that the same is held in the strictest
confidence by itself,  its employees,  representatives  and agents,  and that no
such person makes any disparaging remark about any other party.  Notwithstanding
the foregoing,  a party in possession of Information may provide access thereto,
and may make a  disparaging  remark  about  another  party (i) to its  partners,
officers,  employees and  representatives on, and only on, a need to know basis;
(ii) to the  extent  that any  party  concludes  that it is  required  under any
applicable  federal or state  securities  laws to make such  disclosure  or such
disparaging remark; (iii) if, and to the extent required by any other applicable
law provided that such party uses reasonable  efforts to limit the disclosure or
disparaging  statement  by  means  of  a  protective  order  or  a  request  for
confidential  treatment and provides the other party a reasonable opportunity to
review  the  disclosure  or  disparaging  statement  before  it is  made  and to
interpose its own objection thereto.

     Without limiting the above in any manner,  no party to this Agreement shall
make any public or private statement regarding any other party to this Agreement
without first disclosing to the other party the statement that is intended to be
made and the  identity of the person or entity to whom it is intended to be made
(and  affording the other party an  opportunity  to make a counter or responding
statement),  except that either  party may state,  to any person or entity,  and
without  the prior  consent of any other  party,  the  following:  "The  venture
between Metro and Fanzine did not work out to the  satisfaction of either party,
and each party  believed that its business  interests  would be better served by
progressing  independently  of each other. As a result,  an amicable  separation
took place,  so that neither  party has any farther ties or  obligations  to the
other for any purpose." The Metro Group and the Fanzine Group shall consult with
each  other  for  the  purpose  of  the  drafting  and  release  of  any  public
notification or governmental  filings deemed necessary or desirable with respect
to the rescission undertaken herein.

     7.  Cooperation.  The parties  hereto shall each,  promptly  upon  request,
deliver,  or cause to be  promptly  delivered  to the  others,  such  additional
documents,  instruments or writings  prepared by the requesting  party as may be
reasonably  necessary for the purpose of carrying out this Rescission  Agreement
and/or  to effect  the  Rescission  and the  transactions  contemplated  by this
Agreement,  including  (but not  limited  to any UCC forms  and/or US Patent and
Trademark  forms  necessary  to perfect the  security  interest set forth in the
Goldtree Security Agreement and/or the Fanzine Security  Agreement.  The parties
shall also  cooperate  with each other in order to make all necessary  financial
disclosure to the SEC and any tax filings with the IRS.

     8. Headings,  Construction,  assignability.  The headings contained in this
Rescission Agreement are for reference purposes only and shall not affect in any
way the  meaning or  interpretation  of this  Agreement.  All words used in this
Agreement will be construed to be of such gender or number as the  circumstances
require.  Unless  otherwise  expressly  provided,  the word "including" does not
limit the preceding  words or terms;  and the words "hereof' and "hereunder" and

                                       5
<PAGE>

similar  references  refer  to this  Agreement  in its  entirety  and not to any
specific paragraph or subparagraph hereof. This Agreement,  the Exhibits annexed
hereto,  and the  benefits  accruing  to any party  hereunder  or in any Exhibit
hereto, may be assigned by any party at any time; provided,  however,  that such
assignment  shall not effect or eliminate any  liabilities or obligations of any
party  set forth in this  Agreement  or in any  Exhibit  annexed  hereto,  which
liabilities   and/or   obligations   shall  remain  in  full  force  and  effect
notwithstanding any assignment.

     9.  Counterparts  with Faxes. This Agreement may be executed in one or more
counterpart  copies. Each counterpart copy shall constitute an agreement and all
of the counterpart  copies shall constitute one fully executed  agreement.  This
Agreement may be executed on facsimile counterparts.  The signature of any party
to any  counterpart  shall be deemed a signature to, and may be appended to, any
other counterpart.

     10.  Representation.  Each of the parties  hereto has had an opportunity to
review this  Agreement  and the  Exhibits  annexed  hereto  with its  respective
attorneys. No adverse inference or conclusion shall be drawn with respect to the
construction  of this Agreement or the Exhibits  attached  hereto based upon the
drafting of the Agreement by one party or another.

     11. Entire Agreement. All prior statements, agreements, representations and
warranties,  if any, regarding the subject matter hereof, are totally superceded
by and merged into this Agreement, which represents the final and sole agreement
of the parties with respect to the matters which are the subject hereof.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above-written.

                                    METRO GLOBAL MEDIA, INC.

                                    By: /s/ Janet Hoey
                                    ------------------
                                            JANET HOEY,
                                            TREASURER

                                    FANZINE INTERNATIONAL, INC.

                                    By: /s/
                                    ------------------------


                                    GOLDTREE PUBLISHING, INC.

                                    By: /s/
                                    ----------------------


                                    /s/ Robert Maiello
                                    ------------------
                                        ROBERT MAIELLO

                                    /s/ Philip P. Salvatore
                                    -----------------------
                                        PHILIP P. SALVATORE

                                       6
<PAGE>

                                    /s/ Bart Senior
                                    ---------------
                                        BART SENIOR

                                    /s/ Michael Levine
                                    ------------------
                                        MICHAEL LEVINE

                                       7

                                                                     Exhibit 2.2


                                    EXHIBIT E

                               SECURITY AGREEMENT

     AGREEMENT,  dated September 29, 1999, between Fanzine International,  Inc.,
with an office at 230 West 41st Street,  New York,  New York 10036  ("Fanzine"),
and Metro Global  Media,  Inc.,  with an office at 1060 Park  Avenue,  Cranston,
Rhode Island, New York 02910 ("Secured Party").

                              W I T N E S S E T H:

     WHEREAS,  concurrently herewith Secured Party is lending to Robert Maiello,
Michael Levine,  Bart Senior and Philip Salvatore the sum of Two Million Dollars
($2,000,000.00),  as evidenced by a Promissory  Note of even date  herewith (the
"Note"); and

     WHEREAS,  in order to induce  Secured  Party to make said loan,  Debtor has
agreed to pledge to Secured Party certain  property owned by Fanzine as security
for the loan.

     NOW THEREFORE, in consideration of Ten Dollars ($10.00), and other valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

     1.  Definitions.  The following  terms as used in this Agreement shall have
the meanings set forth below:

     (a)  "Collateral"  shall  mean all of the  property  and  assets of Debtor,
          whether  real,  personal,  tangible,   intangible,   contract  rights,
          intellectual property,  accounts receivable,  rights in action, or any
          and all other property of whatever nature,  whether presently existing
          or hereafter acquired, and all property of the same class or character
          acquired by Debtor  subsequent  to the date  hereof,  and all proceeds
          thereof, and all substitutions, replacements and accessions thereto.

     (b)  "Obligations"  shall mean all  principal and interest due or to become
          due under the aforesaid Note.

<PAGE>

     2. Creation Of The Security Interest. Debtor hereby grants to Secured Party
a security interest in all of the right,  title and interest of Debtor in and to
the Collateral to secure the full and prompt  payment and  performance of all of
the Obligations.

     3.  Debtor's  Obligations  To Pay.  Debtor shall pay and perform all of the
Obligations as the same may become due according to their terms. In the event of
a an uncured  default  under the terms of the Note,  Debtor shall be liable for,
and shall  reimburse  to  Secured  Party,  all  expenses,  including  reasonable
attorneys'  fees,  incurred or paid in  connection  with  collecting  the unpaid
balance of the Note and/or  enforcing any of Secured Party's rights and remedies
hereunder.

     4.  Protection  of The  Collateral.  Debtor  shall  defend the title to the
Collateral  against all claims and  demands  whatsoever.  Debtor  shall keep the
Collateral  free and  clear  of all  liens,  charges,  encumbrances,  taxes  and
assessments,  other  than any of the same  incurred  in the  ordinary  course of
business of Debtor,  and shall pay all taxes,  assessments  and fees relating to
the  Collateral.  Upon request by Secured  Party,  Debtor shall furnish  further
assurances  of title,  execute  any  further  instruments  and do any other acts
necessary to effectuate the purposes and provisions of this Agreement.  The risk
of loss of the  Collateral  at all times shall be borne by Debtor.  Debtor shall
keep the Collateral in good repair and condition and shall not misuse,  abuse or
waste the Collateral or allow the  Collateral to  deteriorate  except for normal
wear and tear.

     Debtor at all times shall  maintain:  (a)  insurance  covering all tangible
property  of  Debtor  against  loss or damage  by fire and  other  hazards;  (b)
insurance  against  liability on account of damage to persons and property;  and
(c) all insurance required under applicable workmen's  compensation laws in such
amounts and kinds as  presently  carried by Debtor with such carrier or carriers
as are  presently  being  used by Debtor (or such  other  responsible  insurance
carriers as Debtor may reasonably hereafter substitute).

     5. Filing And Recording. Debtor, at its own cost and expense, shall execute
and deliver to Secured Party,  any financing  statements  and/or other documents
prepared by Secured Party and  accurately  reflecting the terms of this Security
Agreement,  which are necessary or appropriate to protect the security  interest
granted to Secured  Party  hereunder  against the rights and  interests of third
patties. Secured Party shall cause the same to be duly recorded and filed in all
places  necessary  to perfect  the  security  interest  of Secured  Party in the
Collateral.  In the event that any  recording or refiling  thereof (or filing of
any  statements of  continuation  or  assignment of any financing  statement) is
required to protect and preserve  such security  interest,  Debtor shall execute
and return to Secured Party such  documents as are prepared by Secured Party and
accurately  reflects  the  terms  of  this  Security  Agreement.  Debtor  hereby
authorizes Secured Party to file or refile any financing statements or

                                       2
<PAGE>

continuation  statements with respect to the security  interest granted pursuant
to this Agreement which at any time may be required or appropriate  although the
same may have been executed only by Secured Party, and to execute such financing
Statement on behalf of Debtor, as accurately reflects the terms of this Security
Agreement.  Debtor hereby  irrevocably  designates  Secured  Party,  its agents,
representatives and designees,  as agent and attorney-in-fact for Debtor for the
aforesaid purposes,  and for such purposes only; provided,  however, that copies
of all such  documents  executed by Secure  party must be delivered to Debtor in
advance of any filing of the same.

     6.  Default.  The  occurrence  of any one or more of the  following  events
(hereinafter  referred to as '"Events of  Default")  shall  constitute a default
hereunder, whether such occurrence is voluntary or involuntary or comes about or
is  effected  by  operation  of law or  pursuant  to or in  compliance  with any
judgment  decree or order of any court or any order,  rule or  regulation of any
administrative or governmental authority:

     (a)  If Debtor  shall fail to cure any  default  under the Note  within the
          applicable cure period as set forth thereunder; or

     (b)  If  Debtor  shall  admit in  writing  its  inability  to pay its debts
          generally  as they become due;  file a petition  for relief  under the
          bankruptcy laws or a petition to take advantage of any insolvency act;
          make an assignment for the benefit of creditors; commence a proceeding
          for the appointment of a receiver,  trustee, liquidator or conservator
          of itself or the whole or any substantial part of its property; file a
          petition or answer  seeking  reorganization  or arrangement or similar
          relief under the Federal  Bankruptcy Laws or any other  applicable law
          or statute of the United  States or any State;  or if Debtor  shall be
          adjudged a bankrupt or insolvent, or a court of competent jurisdiction
          shall  enter any order,  judgment  or decree  appointing  a  receiver,
          trustee,  liquidator or  conservator  of Debtor or of the whole or any
          substantial  part of the  property  of Debtor or  approves  a petition
          filed against  Debtor seeking  reorganization  or similar relief under
          the Federal  Bankruptcy Laws or any other applicable law or statute of
          the United States or any State (unless such  proceeding  was commenced
          by the Secured  Party);  or if, under the  provisions of any other law
          for the relief or aid of debtors,  a court of  competent  jurisdiction
          shall  assume  custody  or  control  of  Debtor  or the  whole  or any
          substantial  part of its property  (unless such action is taken at the
          request of the Secured Party); or if there is commenced against Debtor
          any  proceeding  for any of the foregoing  relief by anyone other than
          the Secured Party (which proceeding  remains  undismissed for a period

                                       3
<PAGE>

          of ninety (90) days; or if Debtor by any act indicates its consent to,
          approval of, or acquiescence in any such proceeding; or

     (c)  If any creditor of Debtor (who is not subordinated to the interests of
          the  Secured  Party)  for  any  reason   whatsoever   hereafter  shall
          accelerate  payment in whole or in part of any outstanding  obligation
          owed to it by Debtor  under any  agreement or  arrangement,  or if any
          judgment  against  the  Debtor  or any  execution  against  any of its
          property for any amount remains unpaid,  unstayed or undismissed for a
          period in excess of ninety days; or


     7. Rights And Remedies.  Upon the  occurrence  of an Event of Default,  the
Obligations shall  immediately  become due and payable in full without notice or
demand. Secured Party shall have all rights and remedies provided by the Uniform
Commercial  Code in  effect  in the  State of New York on the  date  hereof.  In
addition to, or in  conjunction  with,  or in  substitution  for such rights and
remedies,  Secured Party may at any time and from and after the occurrence of an
Event of Default hereunder:

     (a)  with notice to Debtor,  foreclose the security interest created herein
          by any available judicial procedure; or

     (b)  remedy any default by Debtor hereunder,  without waiving such default,
          and any monies  expended in so doing shall be chargeable with interest
          to Debtor and added to the Obligations secured hereby; and

     (c)  apply for an  injunction  to  restrain a breach of this  Agreement  by
          Debtor.

     8. Cumulative Rights. All rights and remedies and powers granted to Secured
Party herein,  or in any instrument or document  related hereto,  or provided or
implied by law or in equity shall be cumulative  and may be exercised  singly or
concurrently on any one or more occasions.

     9.Debtor's  Representations  And Warranties.  Debtor hereby represents arid
warrants to Secured Party that:

     (a)  Debtor is not in default  under any  indenture,  mortgage,  or deed of
          trust to which it is a parry or by which it may be bound.  Neither the
          execution nor the delivery of this Agreement,  nor the consummation of
          the  transactions  herein   contemplated,   nor  compliance  with  the
          provisions hereof, will violate any law or regulation, or any order or
          decree of any court of governmental  authority, or will conflict with,
          or result  in the  breach  of, or  constitute  a  default  under,  any
          indenture,  mortgage,  deed or trust, agreement or other instrument to
          which Debtor is a party or by which Debtor may be bound,  or result in

                                       4
<PAGE>

          the creation or imposition of any lien,  claim or encumbrance upon any
          property of Debtor.

     (b)  Debtor has the power to execute, deliver and perform the provisions of
          this Agreement and all  instruments  and documents  delivered or to be
          delivered  pursuant  hereto,  and has  taken or caused to be taken all
          necessary or appropriate actions to authorize the execution,  delivery
          arid  performance  of this  Agreement  and all  such  instruments  and
          documents.

     (c)  Debtor is the legal and equitable  owner of the  Collateral,  free and
          clear of all security  interests,  liens,  claims and  encumbrances of
          every  kind and nature  (other  than those  incurred  in the  ordinary
          course of business). No financing statement covering the Collateral or
          its  proceeds  is on file in any  public  office to the  knowledge  of
          Debtor.

     (d)  No default  exists,  and no event  exists  which,  with  notice or the
          passage  of time,  or both,  would  constitute  a  default  under  any
          contract or agreement  regarding the  Collateral by any party thereto,
          and there are no  offsets,  claims or defenses  against  the  Debtor's
          ownership of the Collateral  which are presently  known to the Debtor,
          except  as  may  be set  forth  in  Debtor's  contracts  with  various
          distributors  of its magazines (who have the right to offset any funds
          due  and  owing  against  any  receivables  due to  Debtor  from  such
          distributors).

     10.  Notices.  All  notices,  requests,  demands  or  other  communications
provided  for  herein  shall be in  writing  and  shall be  deemed  to have been
properly given if personally delivered or sent by facsimile  transmission to the
party to receive such notice,  with a copy sent to such party by  registered  or
certified  mail,  return  receipt  requested,  addressed to the patties at their
respective  addresses  hereinabove  set forth or at such other  addresses as the
parties may  hereafter  designate in writing.  Debtor  immediately  shall notify
Secured Party of all changes in the address of Debtor or  discontinuance  of the
place of business of Debtor.

     11.  Modification And Waiver. No modification or waiver of any provision of
this Agreement, and no consent by Secured Parry to any breach thereof by Debtor,
shall be effective  unless such  modification  or waiver shall be in writing and
signed by  Secured  Party,  and the same shall  then be  effective  only for the
period  and on the  conditions  and  for the  specific  instances  and  purposes
specified in such writing. No course of dealing between Debtor and Secured Party
in exercising any fights or remedies hereunder shall operate as a waiver or

                                       5
<PAGE>

preclude the exercise of any other rights or remedies hereunder. All such rights
and remedies shall continue unimpaired,  notwithstanding any delay, extension of
time, renewal, compromise or other indulgence granted with respect to any of the
Obligations.  Debtor  hereby  waives all notice of any such delay,  extension of
time,  renewal,  compromise or  indulgence,  and consents to be bound thereby as
fully and effectually as if Debtor expressly had agreed thereto in advance.  The
aforesaid Note may be negotiated by Secured Party,  without  releasing Debtor or
the Collateral.

     12.  Applicable  Law. This Agreement  shall be construed in accordance with
and shall be governed by the laws of the State of New York.  The  invalidity  or
unenforceability  of any  provision  of this  Agreement  shall  not  effect  the
validity or enforceability of any other provision of this Agreement. The parties
agrees to execute and deliver to the other such additional assurances,  writings
and  instruments as may be required for purposes of  effectuating  the intent of
this  Agreement.  The captions in this Agreement are for  convenience  only, and
shall not be considered in construing this Agreement.

     13. Benefit.  This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their  respective  heirs,  executors,  administrators,
successors  and  assigns.  Secured  Patty  may  assign  this  Agreement,  and if
assigned,  the  assignee  shall be entitled,  upon notice to the Debtor,  to the
payment and  performance  of all of the  Obligations  and  agreements  of Debtor
hereunder and to all of the rights and remedies of Secured Patty hereunder.  The
gender and number used in this  Agreement are used for  reference  term only and
shall apply with the same effect  whether the parties are  masculine,  feminine,
neuter, singular or plural.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the date first above written.

                              DEBTOR:

                              FANZINE INTERNATIONAL, INC.


                              By:  ____________________________________


                              SECURED PARTY:

                              METRO GLOBAL MEDIA, INC.


                              By:  /s/ Janet Hoey
                              -------------------
                                       JANET HOEY,
                                       TREASURER

                                      6
<PAGE>

STATE OF NEW YORK
COUNTY OF NEW YORK

     On the 29th day of September,  in the year 1999,  before me personally came
Robert Maiello, to me known, who being by me duly sworn, did depose and say that
he is resides at 46 Polly Way, Middletown, NJ 07748; that he is the President of
Fanzine International, Inc., the corporation described in and which executed the
above  instrument;  that he knows  the seal of said  corporation;  that the seal
affixed to said  instrument is such  corporate  seal;  that it was so affixed by
authority of the Board of Directors of said corporation,  and that he signed his
name thereto by like authority.

                                    ------------------------------------
                                          NOTARY PUBLIC


STATE OF RHODE ISLAND
COUNTY OF ______________

     On the _____ day of September,  in the year 1999, before me personally came
___________________________, to me known, who being by me duly sworn, did depose
and say that he is resides at _____________________________________;  that he is
the  President of Metro Global Media,  Inc.,  the  corporation  described in and
which executed the above instrument; that he knows the seal of said corporation;
that the seal affixed to said  instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation,  and that he
signed his name thereto by like authority.

                                    ------------------------------------
                                          NOTARY PUBLIC

                                       7


                                                                     Exhibit 2.3

                                    EXHIBIT D

                               SECURITY AGREEMENT

     AGREEMENT,  dated September 29, 1999, between Fanzine International,  Inc.,
with an office at 230 West 41st Street,  New York,  New York 10036  ("Fanzine"),
and Metro Global  Media,  Inc.,  with an office at 1060 Park  Avenue,  Cranston,
Rhode Island, New York 02910 ("Secured Party").

                              W I T N E S S E T H:

     WHEREAS,  concurrently  herewith  Secured  Party  is  lending  to  Goldtree
Publishing,   Inc.  the  sum  of  Two  Million  Five  Hundred  Thousand  Dollars
($2,500,000.00),  as evidenced by a Promissory  Note of even date  herewith (the
"Note"); and

     WHEREAS,  in order to induce  Secured  Party to make said loan,  Debtor has
agreed to pledge to Secured Party certain  property owned by Fanzine as security
for the loan.

     NOW THEREFORE, in consideration of Ten Dollars ($10.00), and other valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

     1.  Definitions.  The following  terms as used in this Agreement shall have
the meanings set forth below:

     (a)  "Collateral"  shall  mean all of the  property  and  assets of Debtor,
          whether  real,  personal,  tangible,   intangible,   contract  rights,
          intellectual property,  accounts receivable,  rights in action, or any
          and all other property of whatever nature,  whether presently existing
          or hereafter acquired, and all property of the same class or character
          acquired by Debtor  subsequent  to the date  hereof,  and all proceeds
          thereof, and all substitutions, replacements and accessions thereto.

     (b)  "Obligations"  shall mean all  principal and interest due or to become
          due under the aforesaid Note.

<PAGE>

     2. Creation Of The Security Interest. Debtor hereby grants to Secured Party
a security interest in all of the right,  title and interest of Debtor in and to
the Collateral to secure the full and prompt  payment and  performance of all of
the Obligations.

     3.  Debtor's  Obligations  To Pay.  Debtor shall pay and perform all of the
Obligations as the same may become due according to their terms. In the event of
a an uncured  default  under the terms of the Note,  Debtor shall be liable for,
and shall  reimburse  to  Secured  Party,  all  expenses,  including  reasonable
attorneys'  fees,  incurred or paid in  connection  with  collecting  the unpaid
balance of the Note and/or  enforcing any of Secured Party's rights and remedies
hereunder.

     4.  Protection  of The  Collateral.  Debtor  shall  defend the title to the
Collateral  against all claims and  demands  whatsoever.  Debtor  shall keep the
Collateral  free and  clear  of all  liens,  charges,  encumbrances,  taxes  and
assessments,  other  than any of the same  incurred  in the  ordinary  course of
business of Debtor,  and shall pay all taxes,  assessments  and fees relating to
the  Collateral.  Upon request by Secured  Party,  Debtor shall furnish  further
assurances  of title,  execute  any  further  instruments  and do any other acts
necessary to effectuate the purposes and provisions of this Agreement.  The risk
of loss of the  Collateral  at all times shall be borne by Debtor.  Debtor shall
keep the Collateral in good repair and condition and shall not misuse,  abuse or
waste the Collateral or allow the  Collateral to  deteriorate  except for normal
wear and tear.

     Debtor at all times shall  maintain:  (a)  insurance  covering all tangible
property  of  Debtor  against  loss or damage  by fire and  other  hazards;  (b)
insurance  against  liability on account of damage to persons and property;  and
(c) all insurance required under applicable workmen's  compensation laws in such
amounts and kinds as  presently  carried by Debtor with such carrier or carriers
as are  presently  being  used by Debtor (or such  other  responsible  insurance
carriers as Debtor may reasonably hereafter substitute).

     5. Filing And Recording. Debtor, at its own cost and expense, shall execute
and deliver to Secured Party,  any financing  statements  and/or other documents
prepared by Secured Party and  accurately  reflecting the terms of this Security
Agreement,  which are necessary or appropriate to protect the security  interest
granted to Secured  Party  hereunder  against the rights and  interests of third
patties. Secured Party shall cause the same to be duly recorded and filed in all
places  necessary  to perfect  the  security  interest  of Secured  Party in the
Collateral.  In the event that any  recording or refiling  thereof (or filing of
any  statements of  continuation  or  assignment of any financing  statement) is
required to protect and preserve  such security  interest,  Debtor shall execute
and return to Secured Party such  documents as are prepared by Secured Party and
accurately  reflects  the  terms  of  this  Security  Agreement.  Debtor  hereby
authorizes  Secured  Party  to  file  or  refile  any  financing  statements  or

                                       2

<PAGE>

continuation  statements with respect to the security  interest granted pursuant
to this Agreement which at any time may be required or appropriate  although the
same may have been executed only by Secured Party, and to execute such financing
Statement on behalf of Debtor, as accurately reflects the terms of this Security
Agreement.  Debtor hereby  irrevocably  designates  Secured  Party,  its agents,
representatives and designees,  as agent and attorney-in-fact for Debtor for the
aforesaid purposes,  and for such purposes only; provided,  however, that copies
of all such  documents  executed by Secure  party must be delivered to Debtor in
advance of any filing of the same.

     6.  Default.  The  occurrence  of any one or more of the  following  events
(hereinafter  referred to as '"Events of  Default")  shall  constitute a default
hereunder, whether such occurrence is voluntary or involuntary or comes about or
is  effected  by  operation  of law or  pursuant  to or in  compliance  with any
judgment  decree or order of any court or any order,  rule or  regulation of any
administrative or governmental authority:

     (a)  If Debtor  shall fail to cure any  default  under the Note  within the
          applicable cure period as set forth thereunder; or

     (b)  If  Debtor  shall  admit in  writing  its  inability  to pay its debts
          generally  as they become due;  file a petition  for relief  under the
          bankruptcy laws or a petition to take advantage of any insolvency act;
          make an assignment for the benefit of creditors; commence a proceeding
          for the appointment of a receiver,  trustee, liquidator or conservator
          of itself or the whole or any substantial part of its property; file a
          petition or answer  seeking  reorganization  or arrangement or similar
          relief under the Federal  Bankruptcy Laws or any other  applicable law
          or statute of the United  States or any State;  or if Debtor  shall be
          adjudged a bankrupt or insolvent, or a court of competent jurisdiction
          shall  enter any order,  judgment  or decree  appointing  a  receiver,
          trustee,  liquidator or  conservator  of Debtor or of the whole or any
          substantial  part of the  property  of Debtor or  approves  a petition
          filed against  Debtor seeking  reorganization  or similar relief under
          the Federal  Bankruptcy Laws or any other applicable law or statute of
          the United States or any State (unless such  proceeding  was commenced
          by the Secured  Party);  or if, under the  provisions of any other law
          for the relief or aid of debtors,  a court of  competent  jurisdiction
          shall  assume  custody  or  control  of  Debtor  or the  whole  or any
          substantial  part of its property  (unless such action is taken at the
          request of the Secured Party); or if there is commenced against Debtor
          any  proceeding  for any of the foregoing  relief by anyone other than
          the Secured Party (which proceeding  remains  undismissed for a period
          of ninety (90) days; or if Debtor by

                                       3
<PAGE>

any act  indicates  its consent to,  approval  of, or  acquiescence  in any such
proceeding; or

     (c)  If any creditor of Debtor (who is not subordinated to the interests of
          the  Secured  Party)  for  any  reason   whatsoever   hereafter  shall
          accelerate  payment in whole or in part of any outstanding  obligation
          owed to it by Debtor  under any  agreement or  arrangement,  or if any
          judgment  against  the  Debtor  or any  execution  against  any of its
          property for any amount remains unpaid,  unstayed or undismissed for a
          period in excess of ninety days; or


     7. Rights And Remedies.  Upon the  occurrence  of an Event of Default,  the
Obligations shall  immediately  become due and payable in full without notice or
demand. Secured Party shall have all rights and remedies provided by the Uniform
Commercial  Code in  effect  in the  State of New York on the  date  hereof.  In
addition to, or in  conjunction  with,  or in  substitution  for such rights and
remedies,  Secured Party may at any time and from and after the occurrence of an
Event of Default hereunder:

     (a)  with notice to Debtor,  foreclose the security interest created herein
          by any available judicial procedure; or

     (b)  remedy any default by Debtor hereunder,  without waiving such default,
          and any monies  expended in so doing shall be chargeable with interest
          to Debtor and added to the Obligations secured hereby; and

     (c)  apply for an  injunction  to  restrain a breach of this  Agreement  by
          Debtor.

     8. Cumulative Rights. All rights and remedies and powers granted to Secured
Party herein,  or in any instrument or document  related hereto,  or provided or
implied by law or in equity shall be cumulative  and may be exercised  singly or
concurrently on any one or more occasions.

     9.Debtor's  Representations  And Warranties.  Debtor hereby represents arid
warrants to Secured Party that:

     (a)  Debtor is not in default  under any  indenture,  mortgage,  or deed of
          trust to which it is a parry or by which it may be bound.  Neither the
          execution nor the delivery of this Agreement,  nor the consummation of
          the  transactions  herein   contemplated,   nor  compliance  with  the
          provisions hereof, will violate any law or regulation, or any order or
          decree of any court of governmental  authority, or will conflict with,
          or result  in the  breach  of, or  constitute  a  default  under,  any
          indenture,  mortgage,  deed or trust, agreement or other instrument to
          which Debtor is a party or by which Debtor may be bound, or result

                                       4
<PAGE>

in the  creation  or  imposition  of any  lien,  claim or  encumbrance  upon any
property of Debtor.

     (b)  Debtor has the power to execute, deliver and perform the provisions of
          this Agreement and all  instruments  and documents  delivered or to be
          delivered  pursuant  hereto,  and has  taken or caused to be taken all
          necessary or appropriate actions to authorize the execution,  delivery
          arid  performance  of this  Agreement  and all  such  instruments  and
          documents.

     (c)  Debtor is the legal and equitable  owner of the  Collateral,  free and
          clear of all security  interests,  liens,  claims and  encumbrances of
          every  kind and nature  (other  than those  incurred  in the  ordinary
          course of business). No financing statement covering the Collateral or
          its  proceeds  is on file in any  public  office to the  knowledge  of
          Debtor.

     (d)  No default  exists,  and no event  exists  which,  with  notice or the
          passage  of time,  or both,  would  constitute  a  default  under  any
          contract or agreement  regarding the  Collateral by any party thereto,
          and there are no  offsets,  claims or defenses  against  the  Debtor's
          ownership of the Collateral  which are presently  known to the Debtor,
          except  as  may  be set  forth  in  Debtor's  contracts  with  various
          distributors  of its magazines (who have the right to offset any funds
          due  and  owing  against  any  receivables  due to  Debtor  from  such
          distributors).

     10.  Notices.  All  notices,  requests,  demands  or  other  communications
provided  for  herein  shall be in  writing  and  shall be  deemed  to have been
properly given if personally delivered or sent by facsimile  transmission to the
party to receive such notice,  with a copy sent to such party by  registered  or
certified  mail,  return  receipt  requested,  addressed to the patties at their
respective  addresses  hereinabove  set forth or at such other  addresses as the
parties may  hereafter  designate in writing.  Debtor  immediately  shall notify
Secured Party of all changes in the address of Debtor or  discontinuance  of the
place of business of Debtor.

     11.  Modification And Waiver. No modification or waiver of any provision of
this Agreement, and no consent by Secured Parry to any breach thereof by Debtor,
shall be effective  unless such  modification  or waiver shall be in writing and
signed by  Secured  Party,  and the same shall  then be  effective  only for the
period  and on the  conditions  and  for the  specific  instances  and  purposes
specified in such writing. No course of dealing between Debtor and Secured Party

                                       5
<PAGE>

in  exercising  any fights or remedies  hereunder  shall  operate as a waiver or
preclude the exercise of any other rights or remedies hereunder. All such rights
and remedies shall continue unimpaired,  notwithstanding any delay, extension of
time, renewal, compromise or other indulgence granted with respect to any of the
Obligations.  Debtor  hereby  waives all notice of any such delay,  extension of
time,  renewal,  compromise or  indulgence,  and consents to be bound thereby as
fully and effectually as if Debtor expressly had agreed thereto in advance.  The
aforesaid Note may be negotiated by Secured Party,  without  releasing Debtor or
the Collateral.

     12.  Applicable  Law. This Agreement  shall be construed in accordance with
and shall be governed by the laws of the State of New York.  The  invalidity  or
unenforceability  of any  provision  of this  Agreement  shall  not  effect  the
validity or enforceability of any other provision of this Agreement. The parties
agrees to execute and deliver to the other such additional assurances,  writings
and  instruments as may be required for purposes of  effectuating  the intent of
this  Agreement.  The captions in this Agreement are for  convenience  only, and
shall not be considered in construing this Agreement.

     13. Benefit.  This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their  respective  heirs,  executors,  administrators,
successors  and  assigns.  Secured  Patty  may  assign  this  Agreement,  and if
assigned,  the  assignee  shall be entitled,  upon notice to the Debtor,  to the
payment and  performance  of all of the  Obligations  and  agreements  of Debtor
hereunder and to all of the rights and remedies of Secured Patty hereunder.  The
gender and number used in this  Agreement are used for  reference  term only and
shall apply with the same effect  whether the parties are  masculine,  feminine,
neuter, singular or plural.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the date first above written.

                              DEBTOR:

                              FANZINE INTERNATIONAL, INC.


                              By:  ____________________________________


                              SECURED PARTY:

                              METRO GLOBAL MEDIA, INC.


                              By:  /s/ Janet Hoey
                              -------------------
                                       JANET HOEY,
                                       TREASURER

                                      6
<PAGE>



STATE OF NEW YORK
COUNTY OF NEW YORK

     On the 29th day of September,  in the year 1999,  before me personally came
Robert Maiello, to me known, who being by me duly sworn, did depose and say that
he is resides at 46 Polly Way, Middletown, NJ 07748; that he is the President of
Fanzine International, Inc., the corporation described in and which executed the
above  instrument;  that he knows  the seal of said  corporation;  that the seal
affixed to said  instrument is such  corporate  seal;  that it was so affixed by
authority of the Board of Directors of said corporation,  and that he signed his
name thereto by like authority.

                                    ------------------------------------
                                          NOTARY PUBLIC



STATE OF RHODE ISLAND
COUNTY OF __________________

     On the _____ day of September,  in the year 1999, before me personally came
___________________________, to me known, who being by me duly sworn, did depose
and say that he is resides at _____________________________________;  that he is
the  President of Metro Global Media,  Inc.,  the  corporation  described in and
which executed the above instrument; that he knows the seal of said corporation;
that the seal affixed to said  instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation,  and that he
signed his name thereto by like authority.

                                    ------------------------------------
                                          NOTARY PUBLIC


                                       7


                                                                     Exhibit 2.4

                                    EXHIBIT A

                                 PROMISSORY NOTE

     FOR VALUE RECEIVED, the undersigned,  Robert Maiello,  Michael Levine, Bart
Senior and Philip  Salvatore  [collectively,  the "Maker"] jointly and severally
promise to pay to the order of Metro Global Media, Inc., a Delaware  corporation
with an office at 1060 Park Avenue,  Cranston, Rhode Island 02910 [the "Holder"]
the principal sum of Two Million Dollars  ($2,000,00),  without interest,  on or
before  October  31,  1999;  provided,  however,  that,  at the option of Maker,
payment  of up to One  Million  Dollars  ($1,000,000)  of the  said  sum  may be
extended to November 30, 1999, without any additional interest, and without such
extension constituting a default hereunder.

     This Note may be  prepaid  at any  time,  at the  option of Maker,  without
penalty or additional fee to Holder.

     Payment of this Note  shall be made at 1060 Park  Avenue,  Cranston,  Rhode
Island  02910,  or at such other  address as Holder may  hereafter  designate in
writing.

     This Note and all sums payable  hereunder may be declared  immediately  due
and  payable,  at the option of the  Holder,  upon the  happening  of any of the
following events:

     (a)  Non-payment  when  due of any sum  payable  hereunder,  provided  that
          holder shall give Maker ten (10) days  written  notice of such default
          and an opportunity to cure same during said period.  Any sum remaining
          unpaid after any uncured  default shall accrue  interest from the date
          of this Note at the rate of twelve  percent (12%) per annum until such
          time as the balance is paid in full. Any assessment  and/or collection
          of interest  hereunder  shall in no way impair the  Holder's  right to
          pursue any other remedy on default; or

     (b)  The  appointment of a receiver or similar officer for the Maker or for
          any property of the Maker  (unless such  receiver was appointed on the
          application of Holder),  which  receiver  remains  undischarged  for a
          period of at least thirty (30) days; or

     (c)  The  filing of a  petition  in  bankruptcy,  the  commencement  of any
          proceeding  under any  bankruptcy  or  debtor's  law (or  similar  law
          analogous  in  purpose  or  effect)  for the  relief,  reorganization,
          recomposition,  extension,  arrangement or  readjustment of any of the
          obligations by or against the Maker (unless such petition was filed by
          Holder).
<PAGE>

     This Note is subject to the express  condition  that at no time shall Maker
be obligated or required to pay interest on the  principal  balance of this Note
at a rate which could  subject the Holder to either civil or criminal  liability
as a result of being in excess of the  maximum  rate which  Maker is at any time
required or obligated to pay on the  principal  balance of the Note at a rate in
excess of such  maximum  rate,  the rate of  interest  under  this Note shall be
deemed to be  immediately  reduced to such maximum  rate,  and interest  payable
hereunder  shall be computed at such maximum rate,  and the portion of all prior
interest  payments in excess of such  maximum rate shall be applied and shall be
deemed to have been payments in reduction of the principal balance of this Note.

     The  Holder's  waiver of any  default  in  payment  by the Maker  shall not
constitute a waiver of any other default of the Maker.

     In the event of any  uncured  default  under the  terms of this  Note,  the
Maker,  and  all  others  who  may  become  liable  for  all or any  part of the
obligations  evidenced and secured hereby, agree to pay all costs and reasonable
attorney fees for the collection of any unpaid balance hereof.

     Presentment for payment, notice of dishonor,  protest and notice of protest
are hereby waived.

     This Note shall be governed by and construed in accordance with the laws of
the State of New York, regardless of any conflict of laws considerations.

Dated: September 29, 1999
                                          /s/ Robert Maiello
                                          ------------------------------
                                              ROBERT MAIELLO

                                          /s/ Michael Levine
                                          ------------------------------
                                              MICHAEL LEVINE

                                          /s/ Bart Senior
                                          ------------------------------
                                              BART SENIOR

                                          /s/ Philip Salvatore
                                          ------------------------------
                                              PHILIP SALVATORE

                                       2

<PAGE>



STATE OF NEW YORK
COUNTY OF NEW YORK

     On  the  29th  day  of  September  in the  year  of  1999  before  me,  the
undersigned,  a notary  public in and for the said  state,  personally  appeared
Robert  Maiello,  personally  known  to me or  proved  to me  on  the  basis  of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the  instrument,  the  individual or the
person upon behalf of which the individual acted, executed this instrument.

                                          ------------------------------
                                          NOTARY PUBLIC


STATE OF NEW YORK
COUNTY OF NEW YORK

     On  the  29th  day  of  September  in the  year  of  1999  before  me,  the
undersigned,  a notary  public in and for the said  state,  personally  appeared
Philip  Salvatore,  personally  known  to me or  proved  to me on the  basis  of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the  instrument,  the  individual or the
person upon behalf of which the individual acted, executed this instrument.

                                          ------------------------------
                                          NOTARY PUBLIC


STATE OF NEW YORK
COUNTY OF NEW YORK

     On  the  29th  day  of  September  in the  year  of  1999  before  me,  the
undersigned, a notary public in and for the said state, personally appeared Bart
Senior,  personally  known to me or proved  to me on the  basis of  satisfactory
evidence to be the individual whose name is subscribed to the within  instrument
and  acknowledged  to me that he executed the same in his capacity,  and that by
his  signature on the  instrument,  the  individual or the person upon behalf of
which the individual acted, executed this instrument.

                                          ------------------------------

                                         NOTARY PUBLIC

                                       3

<PAGE>



STATE OF NEW YORK
COUNTY OF NEW YORK

     On  the  29th  day  of  September  in the  year  of  1999  before  me,  the
undersigned,  a notary  public in and for the said  state,  personally  appeared
Michael  Levine,  personally  known  to me or  proved  to me  on  the  basis  of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the  instrument,  the  individual or the
person upon behalf of which the individual acted, executed this instrument.

                                          ------------------------------
                                          NOTARY PUBLIC

                                       4


                                                                     Exhibit 2.5

                                 PROMISSORY NOTE

     FOR  VALUE  RECEIVED,  the  undersigned,  Goldtree  Publishing,  Inc.  [the
"Maker"]  promises to pay to the order of Metro Global  Media,  Inc., a Delaware
corporation  with an office at 1060 Park  Avenue,  Cranston,  Rhode Island 02910
[the  "Holder"] the principal sum of Two Million Five Hundred  Thousand  Dollars
($2,500,000), without interest, as follows: (i) One Million Dollars ($1,000,000)
on or before May 31, 2000; and (ii) the sum of One Million Five Hundred Thousand
Dollars ($1,500,000) on or before August 31, 2000.

     This Note may be  prepaid  at any  time,  at the  option of Maker,  without
penalty or additional fee to Holder.

     Payment of this Note  shall be made at 1060 Park  Avenue,  Cranston,  Rhode
Island  02910,  or at such other  address as Holder may  hereafter  designate in
writing.

     This Note and all sums payable  hereunder may be declared  immediately  due
and  payable,  at the option of the  Holder,  upon the  happening  of any of the
following events:

     (a)  Non-payment  when  due of any sum  payable  hereunder,  provided  that
          holder shall give Maker ten (10) days  written  notice of such default
          and an opportunity to cure same during said period.  Any sum remaining
          unpaid after any uncured  default shall accrue  interest from the date
          of this Note at the rate of twelve  percent (12%) per annum until such
          time as the balance is paid in full. Any assessment  and/or collection
          of interest  hereunder  shall in no way impair the  Holder's  right to
          pursue any other remedy on default; or

     (b)  The  appointment of a receiver or similar officer for the Maker or for
          any property of the Maker  (unless such  receiver was appointed on the
          application of Holder),  which  receiver  remains  undischarged  for a
          period of at least thirty (30) days; or

     (c)  The  filing of a  petition  in  bankruptcy,  the  commencement  of any
          proceeding  under any  bankruptcy  or  debtor's  law (or  similar  law
          analogous  in  purpose  or  effect)  for the  relief,  reorganization,
          recomposition,  extension,  arrangement or  readjustment of any of the
          obligations by or against the Maker (unless such petition was filed by
          Holder).

<PAGE>

     This Note is subject to the express  condition  that at no time shall Maker
be obligated or required to pay interest on the  principal  balance of this Note
at a rate which could  subject the Holder to either civil or criminal  liability
as a result of being in excess of the  maximum  rate which  Maker is at any time
required or obligated to pay on the  principal  balance of the Note at a rate in
excess of such  maximum  rate,  the rate of  interest  under  this Note shall be
deemed to be  immediately  reduced to such maximum  rate,  and interest  payable
hereunder  shall be computed at such maximum rate,  and the portion of all prior
interest  payments in excess of such  maximum rate shall be applied and shall be
deemed to have been payments in reduction of the principal balance of this Note.

     The  Holder's  waiver of any  default  in  payment  by the Maker  shall not
constitute a waiver of any other default of the Maker.

     In the event of any  uncured  default  under the  terms of this  Note,  the
Maker,  and  all  others  who  may  become  liable  for  all or any  part of the
obligations  evidenced and secured hereby, agree to pay all costs and reasonable
attorney fees for the collection of any unpaid balance hereof.

     Presentment for payment, notice of dishonor,  protest and notice of protest
are hereby waived.

     This Note shall be governed by and construed in accordance with the laws of
the State of New York, regardless of any conflict of laws considerations.

Dated: September 29, 1999

                                    GOLDTREE PUBLISHING, INC.


                                    By: ________________________________

STATE OF NEW YORK
COUNTY OF NEW YORK

     On the 29th day of September,  in the year 1999,  before me personally came
Robert Maiello, to me known, who being by me duly sworn, did depose and say that
he is resides at 46 Polly Way, Middletown, NJ 07748; that he is the President of
Goldtree Publishing,  Inc., the corporation  described in and which executed the
above  instrument;  that he knows  the seal of said  corporation;  that the seal
affixed to said  instrument is such  corporate  seal;  that it was so affixed by
authority of the Board of Directors of said corporation,  and that he signed his
name thereto by like authority.

                                    ------------------------------------
                                          NOTARY PUBLIC

                                       2

                                                                     Exhibit 2.6

                                   EXHIBIT C-4

                               PERSONAL GUARANTEE

     For valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged,  the undersigned hereby guarantees the prompt and punctual payment
when  due of all  payments  under  and in  accordance  with  the  terms  of this
Promissory  Note. The  undersigned  hereby consents and agrees that renewals and
other  guarantees and any and all other  forbearances or indulgences  granted by
the Holder to the Maker, may be made, granted and effected by the Holder without
notice to the undersigned. This guarantee shall become effective immediately and
shall remain in full force and effect until such time as all the  obligations of
the Maker to the Holder have been satisfied and fulfilled.  Notwithstanding  the
foregoing,  the liability of the  undersigned  hereunder shall be limited to the
principal aggregate sum of $416,500, together with accrued interest and the cost
of collection.

                                                /s/ Michael Levine
                                                ------------------
                                                    MICHAEL LEVINE

STATE OF NEW YORK
COUNTY OF NEW YORK

     On  the  29th  day  of  September  in the  year  of  1999  before  me,  the
undersigned,  a notary  public in and for the said  state,  personally  appeared
Michael  Levine,  personally  known  to me or  proved  to me  on  the  basis  of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the  instrument,  the  individual or the
person upon behalf of which the individual acted, executed this instrument.

                                          ------------------------------
                                          NOTARY PUBLIC



                                                                     Exhibit 2.7

                                   EXHIBIT C-1

                               PERSONAL GUARANTEE

     For valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged,  the undersigned hereby guarantees the prompt and punctual payment
when  due of all  payments  under  and in  accordance  with  the  terms  of this
Promissory  Note. The  undersigned  hereby consents and agrees that renewals and
other  guarantees and any and all other  forbearances or indulgences  granted by
the Holder to the Maker, may be made, granted and effected by the Holder without
notice to the undersigned. This guarantee shall become effective immediately and
shall remain in full force and effect until such time as all the  obligations of
the Maker to the Holder have been satisfied and fulfilled.  Notwithstanding  the
foregoing,  the liability of the  undersigned  hereunder shall be limited to the
aggregate  principal  sum of $694,500,  together  with accrued  interest and the
costs of collection.

                                                /s/ Robert Maiello
                                                ------------------
                                                    ROBERT MAIELLO

STATE OF NEW YORK
COUNTY OF NEW YORK

     On  the  29th  day  of  September  in the  year  of  1999  before  me,  the
undersigned,  a notary  public in and for the said  state,  personally  appeared
Robert  Maiello,  personally  known  to me or  proved  to me  on  the  basis  of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the  instrument,  the  individual or the
person upon behalf of which the individual acted, executed this instrument.

                                          ------------------------------
                                          NOTARY PUBLIC





                                                                     Exhibit 2.8

                                   EXHIBIT C-2

                               PERSONAL GUARANTEE

     For valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged,  the undersigned hereby guarantees the prompt and punctual payment
when  due of all  payments  under  and in  accordance  with  the  terms  of this
Promissory  Note. The  undersigned  hereby consents and agrees that renewals and
other  guarantees and any and all other  forbearances or indulgences  granted by
the Holder to the Maker, may be made, granted and effected by the Holder without
notice to the undersigned. This guarantee shall become effective immediately and
shall remain in full force and effect until such time as all the  obligations of
the Maker to the Holder have been satisfied and fulfilled.  Notwithstanding  the
foregoing,  the liability of the  undersigned  hereunder shall be limited to the
aggregate principal sum of $694,500, together with accrued interest and costs of
collection.

                                                /s/ Philip Salvatore
                                                --------------------
                                                    PHILIP SALVATORE

STATE OF NEW YORK
COUNTY OF NEW YORK

     On  the  29th  day  of  September  in the  year  of  1999  before  me,  the
undersigned,  a notary  public in and for the said  state,  personally  appeared
Philip  Salvatore,  personally  known  to me or  proved  to me on the  basis  of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the  instrument,  the  individual or the
person upon behalf of which the individual acted, executed this instrument.

                                          ------------------------------
                                          NOTARY PUBLIC



                                                                     Exhibit 2.9

                                   EXHIBIT C-3

                               PERSONAL GUARANTEE

     For valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged,  the undersigned hereby guarantees the prompt and punctual payment
when  due of all  payments  under  and in  accordance  with  the  terms  of this
Promissory  Note. The  undersigned  hereby consents and agrees that renewals and
other  guarantees and any and all other  forbearances or indulgences  granted by
the Holder to the Maker, may be made, granted and effected by the Holder without
notice to the undersigned. This guarantee shall become effective immediately and
shall remain in full force and effect until such time as all the  obligations of
the Maker to the Holder have been satisfied and fulfilled.  Notwithstanding  the
foregoing,  the liability of the  undersigned  hereunder shall be limited to the
aggregate principal sum of $694,500, together with accrued interest and costs of
collection.

                                                /s/ Bart Senior
                                                ---------------
                                                    BART SENIOR

STATE OF NEW YORK
COUNTY OF NEW YORK

     On  the  29th  day  of  September  in the  year  of  1999  before  me,  the
undersigned, a notary public in and for the said state, personally appeared Bart
Senior,  personally  known to me or proved  to me on the  basis of  satisfactory
evidence to be the individual whose name is subscribed to the within  instrument
and  acknowledged  to me that he executed the same in his capacity,  and that by
his  signature on the  instrument,  the  individual or the person upon behalf of
which the individual acted, executed this instrument.

                                          ------------------------------
                                          NOTARY PUBLIC




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