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EXHIBIT 10.2
AGREEMENT
1. Scott Applegate and CapitalPlus (hereinafter "Assignor") agree to
assign to Chequemate International, Inc., doing business as Hotel Movie
Network, (hereinafter "Assignee" or "Chequemate") all their interest in
that certain lease between CapitalPlus as Lessor and TEN Private Cable as
Lessee.
2. In exchange, Assignee shall pay to Assignor the sum of $18,900 in
cash, and shall deliver 61,150 shares of restricted (Rule 144) common stock
in Chequemate, in the name of Scott Applegate, within one week to Assignor.
3. Assignee shall immediately file a Form S-3 to register those 61,150
shares. Assignee expects that the S-3 will be declared effective within
approximately 30 days. When the S-3 is declared effective, Assignee will
immediately cause to be issued a certificate for 61,150 shares of
free-trading stock in the name of Scott Applegate, and will exchange this
new certificate for the restricted certificate.
4. In the event that the S-3 registration is not effective within 45
days, Assignee shall pay to Assignor the sum of $122,300.00 in cash, in
lieu of any stock.
5. In the event that the market value of a share of Assignee's stock
is less than $2.00 at the time Assignor receives the certificate for
free-trading stock, then Assignee shall pay in cash to Assignor the
difference between $122,300.00 and the market value of the 61,150
free-trading shares.
6. Assignor represents that it is an "accredited investor" under U.S.
securities laws.
7. Chequemate shall continue making the payments under the lease until
Assignor is paid in full hereunder.
Chequemate International, Inc. CapitalPlus, a limited partnership
d/b/a Hotel Movie Network
By: /s/ Paul D.H. LaBarre By: /s/ Scott W. Applegate
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Paul D.H. LaBarre, Vice-President Scott Applegate, General Partner
Dated: August 9, 2000 Dated: August 9, 2000
/s/ Scott W. Applegate
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Scott Applegate, individually
Dated: August 9, 2000
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