SEC Info - Griffith Patrick M - ‘SC 13D’ on 11/4/97 re: Business Mall Com Inc

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Griffith Patrick M – ‘SC 13D’ on 11/4/97 re: Business Mall Com Inc

As of: Tuesday, 11/4/97 · Accession #: 1048895-97-1 · File #: 5-38941

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

11/04/97  Griffith Patrick M                SC 13D                 1:55K  Business Mall Com Inc

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             23     91K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Person Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Person
"	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits

SC 13D 1st Page of 23 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION              
WASHINGTON, D.C. 20549              

SCHEDULE 13D              
UNDER THE SECURITIES EXCHANGE ACT OF 1934             

MARQUEE ENTERTAINMENT, INC.                 
-----------------------------------------------------------------               
(Name of Issuer)                  

COMMON STOCK, PAR VALUE $0.04 PER SHARE                 
-----------------------------------------------------------------               
(Title of Class of Securities)                  

57143H209                   
-----------------------------------------------------------------               
(CUSIP Number)                  

Patrick M. Griffith                 
Of Sound Mind Company, Inc.         
356 E. Olive Avenue                 
Burbank, CA  91502                  
(818) 558-3950                      
-----------------------------------------------------------------               
(Name, Address and Telephone Number of Person                   
Authorized to Receive Notices and Communications)                 

OCTOBER 21, 1997                
-----------------------------------------------------------------               
(Date of Event which Requires Filing of this Statement)               

If the filing person has previously filed a statement on              
Schedule 13G to report the acquisition which is the subject of                  
this Schedule 13D, and is filing this schedule because of Rule                  
13d-1(b)(3) or (4), check the following box [ ].                                

Check the following box if a fee is being paid with the               
statement [X].                                                                  
(A fee is not required only if the reporting person: (1) has a                  
previous statement on file reporting beneficial ownership of more               
than five percent of the class of securities described in Item 1;               
and (2) has filed no amendment subsequent thereto reporting                     
beneficial ownership of five percent or less of such class.) (See               
Rule 13d-7.)                                                                    

NOTE: Six copies of this statement, including all exhibits,           
should be filed with the Commission. See Rule 13d-1(a) for other                
parties to whom copies are to be sent.                                          

(Page 1 of 5 Pages)               
Exhibit Index located on Page 5               

SCHEDULE 13D            
CUSIP NO. 3892 E 20 0                           PAGE 2 OF 5 PAGES               
-----------------------------------------------------------------               
1    NAME OF REPORTING PERSONS                                                
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS                 

Patrick M. Griffith / 021-46-9566                                   
-----------------------------------------------------------------               
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE                    
INSTRUCTIONS)                                                       
                                           (a) [ ]
                                           (b) [ ]
-----------------------------------------------------------------               
3    SEC USE ONLY                                                             

-----------------------------------------------------------------               
4    SOURCE OF FUNDS (SEE INSTRUCTIONS)                                       

SC                                                                  
-----------------------------------------------------------------               
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                 
PURSUANT TO ITEMS 2(d) or 2(e)                          [ ]         

-----------------------------------------------------------------               
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                     

United States of America                                            
-----------------------------------------------------------------               
  7    SOLE VOTING POWER

NUMBER OF                                                   
 350,000
SHARES             -----------------------------------    
       8     SHARED VOTING POWER
BENEFICIALLY                                                    

OWNED BY                   0                                
               -----------------------------------
REPORTING           9     SOLE DISPOSITIVE POWER            

PERSON                                                    
 350,000
WITH              -----------------------------------   
            10    SHARED DISPOSITIVE POWER

0     
-----------------------------------------------------------------               

                                 PAGE 3 OF 5 PAGES

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING                     
PERSON                                                                          

350,000                                                             
-----------------------------------------------------------------               
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES                      
CERTAIN SHARES (SEE INSTRUCTIONS)                             [ ]               

-----------------------------------------------------------------               
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                          

16.65% as of October 21, 1997                                       
-----------------------------------------------------------------               
14    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                               

IN                                                                  
-----------------------------------------------------------------               
STATEMENT ON SCHEDULE 13D                                                       

Item 1. Security and Issuer.                                                    

This Schedule 13D relates to the Common Stock, par value              
$0.04 per share (the "Marquee Common Stock"), of Marquee                        
Entertainment, Inc., a Nevada corporation ("Marquee").  The                     
principal executive offices of Marquee are located at 9044                      
Melrose Avenue, Third Floor, Los Angeles, CA 90069.                             

Item 2. Identity and Background.                                                

This statement is being filed by Patrick M. Griffith a                
United States citizen whose business address is 356 E. Olive                    
Avenue, Burbank, CA 91502.  Mr. Griffith is the Chief Executive                 
Officer of Of Sound Mind Company, Inc. ("OSM").  OSM's business                 
address is the same as Mr. Griffith's.  Mr. Griffith has not                    
during the last five years, been a party to a civil proceeding of               
a judicial or administrative body of competent jurisdiction and                 
as a result of such proceeding was or is subject to a judgment                  
decree or final order enjoining future violations of, or                        
prohibiting or mandating activities subject to, Federal or State                
securities laws or finding any violation with respect to such                   
laws.                                                                           

Item 3. Source and Amount of Funds or Other Consideration.                      

Patrick M. Griffith acquired an aggregate of 350,000 shares           
of Marquee Common Stock in exchange (the "Exchange") for his                    
equity interest in OSM.  The Exchange took place pursuant to the                
terms of a Stock Purchase and Exchange Agreement dated October                  
21, 1997, between Marquee and the shareholders of OSM.  The final               

                                 PAGE 4 OF 5 PAGES

number of Marquee Common Stock may be reduced to the extent the                 
audited revenues or profits of OSM is less than $1,132,000 or                   
$74,000 respectively.  In such case the number of shares will be                
determined by subtracting the difference between $1,132,000 or                  
$74,000 as the case may be and the revenues and/or profits set                  
forth on the Audited Financial Statements divided by $1,132,00 or               
$74,000 s the case may be and multiplying by the initial number                 
of Marquee Common Stock.  The reduced number of Marquee Common                  
Stock thus obtained shall be the final purchase price for the OSM               
shares.                                                                         

Item 4. Purpose of Transaction.                                                 

As described above in Item 3, Mr. Griffith acquired the               
Marquee Common Stock as part of the Exchange.  The result of this               
transaction is OSM is now a wholly owned subsidiary of Marquee                  
Entertainment, Inc.                                                             

Item 5. Interest in Securities of the Issuer.                                   

(a)     The following table sets forth information with         
respect to Marquee Common Stock beneficially owned by Patrick M.                
Griffith as of the close of business on October 21, 1997. Based                 
on representations made by Marquee's corporate counsel, the                     
percentage interest is computed on the basis of 2,098,716 shares                
of Marquee Common Stock outstanding as of October 21, 1997.                     

                                 Approximate
                                 Percentage of
         Number of               Outstanding
Name                        Shares                   Shares                     
-------------------        ---------              -------------                 

Patrick M. Griffith         350,000                     16.7%                   
_______________________                                                         

(b) Griffith has the sole power to vote or direct the           
vote and to dispose or to direct the disposition of the Marquee                 
Common Stock.                                                                   

(c) Griffith has not acquired any shares of Marquee             
Common Stock within the past 60 days, other than the Marquee                    
Common Stock acquired on October 21, 1997, as described above in                
Item 3.                                                                         

(d) No other person has the right to receive or the power       
to direct receipt of dividends from, or the proceeds from the                   
sale of, any of the Marquee Common Stock.                                       

(e) Not applicable.                                             

                                 PAGE 5 OF 5 PAGES

Item 6.  Contracts, Arrangements, Understandings or Relationships               
with Respect to Securities of the Issuer.                                       

Except as set forth herein, there are no contracts,                   
arrangements, understandings or relationships (legal or                         
otherwise) between Marquee and any other person with respect to                 
any securities of Marquee, including, but not limited to,                       
transfer or voting of any of such securities, finder's fees,                    
joint ventures, loan or option arrangements, puts or calls,                     
guarantees of profits or loss, or the giving or withholding of                  
proxies.                                                                        

Item 7. Material to be Filed as Exhibits.                                       

EXHIBIT                          DESCRIPTION OF EXHIBIT                         
-------                          ----------------------                         
Exhibit A            Stock Purchase and Exchange Agreement dated                
as of October 21, 1997 between Marquee
      Entertainment, Inc. and Shareholders of OSM.

SIGNATURE               

After reasonable inquiry and to the best of my knowledge and          
belief, I certify that the information set forth in this                        
statement is true, complete and correct.                                        

Dated: October 31, 1997                                                         

               /s/ PATRICK M. GRIFFITH
                    ------------------------------
         Patrick M. Griffith
             Chief Executive Officer

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EXHIBIT A                   

STOCK PURCHASE AND EXCHANGE AGREEMENT               

THIS STOCK PURCHASE AND EXCHANGE AGREEMENT (the "Agreement")            
is made and entered into as of the 21st day of October, 1997, by                
and between MARQUEE ENTERTAINMENT, INC., a Nevada corporation                   
(the "Company"), and the individuals whose names appear on the                  
signature page hereof (the "Shareholders").                                     

RECITALS              

A.  Of Sound Mind, Inc., a California corporation ("OSM"),            
whose issued and outstanding common stock, (the "OSM Stock") is                 
owned, beneficially and of record, by the individuals whose names               
appear on the signature page hereof (the "OSM Shareholders"), who               
together own all of the issued and outstanding shares of the OSM                
Stock, each owning the number of shares set forth opposite their                
respective names.                                                               

B.  The Company proposes to acquire all outstanding shares            
of OSM Stock in exchange for the issuance of an aggregate of                    
700,000 shares of its common stock,.04 par value (the "Company's                
Common Stock") at a closing provided for in Section 1.2 of this                 
Agreement.                                                                      

C.  The parties hereto intend that the issuance of the                
shares of the Company's Common Stock in exchange for the OSM                    
Stock shall qualify as a "tax-free" reorganization as                           
contemplated by the provisions of the Internal Revenue Code of                  
1986, as amended.                                                               

NOW THEREFORE, in consideration of the foregoing premises             
and the mutual covenants, agreements, representations and                       
warranties contained herein, the parties hereto agree as follows:               

1.  ISSUANCE, SALE AND PURCHASE OF SHARES.                                      

1.1  Purchase and Sale.                                                 

At the Closing to be held in accordance with the provisions             
of Section 2 below, the Company agrees to sell, and each of the                 
OSM Shareholders agree, severally and not jointly, to purchase                  
from the Company the aggregate number of authorized and newly                   
issued shares of the Company's Common Stock determined as                       
provided in Section 1.2 below.  In consideration for the issuance               
and sale of the Company's Common Stock to the OSM Shareholders,                 
and as payment in full of the purchase price for the Company's                  
Common Stock to be issued to, and purchased at the Closing, each                
shall deliver to the Company certificates of common stock or                    
shares evidencing the entire ownership of OSM, together with duly               
executed stock powers to effectuate the transfer of same.                       

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1.2  Shares Issuable.                                                   

An aggregate of 700,000 shares of the Company's Common Stock            
shall be purchased by and issued and sold to the Shareholders in                
the proportion set forth on the signature page of this Agreement.               

1.3  Adjustment of Purchase Price.                                      

The parties hereto agree and acknowledge that the financial             
information provided by the Shareholders to the Company are                     
unaudited.  Within sixty days after Closing, the Company's                      
auditors will complete audited financial statements of OSM                      
("Audited Financial Statements").  In the event the revenues or                 
profits of OSM as set forth in the unaudited Profit and Loss                    
statement for the period August 31, 1996 to August 1, 1997                      
annexed hereto as Schedule 1.3 is less than $1,132,000 and                      
$74,000 respectively, the number of the Company's Common Stock                  
issued to the OSM Shareholders in exchange for the OSM Shares                   
shall be reduced (but not increased) by the number of shares                    
determined by subtracting the difference between $1,132,000 or                  
$74,000 as the case may be and the revenues and/or profits set                  
forth on the Audited Financial Statements, dividing by $1,132,000               
or $74,000 as the case may be and multiplying by the initial                    
number of the Company's Common Stock.  The reduced number of                    
shares of the Company's Common Stock thus obtained shall be the                 
final purchase price for the OSM Shares.                                        

2.  CLOSING.                                                                    

Concurrently with the execution of this Agreement (the                  
"Closing") the parties shall deliver the following:                             

2.1  Deliveries by Company.                                             

The Company shall deliver, or cause to be delivered to the              
Shareholders:                                                                   

(a)  Certificates for the shares of the Company's Common                
Stock being purchased for their respective accounts, in       
form and substance reasonably satisfactory to the             
Shareholders and their counsel;                               

(b)  Resolutions (certified as of the date of the Closing as            
being in full force and effect by an appropriate officer      
of the Company) duly adopted by the Board of Directors        
of the Company approving this Agreement and the other         
documents, agreements and instruments to be entered into      
by the Company as provided herein, which shall be in          
form and substance reasonably satisfactory to the             
Shareholders and their counsel;                               

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(c)  A duly executed option agreement in the form annexed               
hereto as Exhibit A (the "Option Agreement"); and             

(d)  Duly executed employment agreement of Patrick M.                   
Griffith ("Principal Shareholder")in the form annexed         
hereto as Exhibits B1 (the "Employment Agreements");          

2.2  Shareholders' Deliveries.                                          

The Shareholders shall deliver to the Company:                          

(a)  Certificates evidencing the ownership of each                      
Shareholder, of all shares of OSM Stock owned by them,        
respectively, duly endorsed for transfer to the Company;      

(b)  Duly executed representation and restriction letters;              
and                                                           

(c)  Duly executed counter parts of the Agreements referred             
to in paragraphs 2.1 (c) and (d) above (collectively the      
"Ancillary Agreements").                                      

3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.                              

The Company hereby represents and warrants to each                      
Shareholder, as follows:                                                        

3.1  Organization and Corporate Power.                                  

The Company is a corporation duly organized, validly existing           
and in good standing under the laws of the State of Nevada, and                 
is duly qualified and in good standing to do business as a                      
foreign corporation in each jurisdiction in which such                          
qualification is required and where the failure to be so                        
qualified would have a materially adverse effect upon the                       
Company.  The Company has all requisite corporate power and                     
authority to conduct its business as now being conducted and to                 
own and lease the properties which it now owns and leases.  The                 
Company's Articles of Incorporation as amended to date, certified               
by the Secretary of State of Nevada, and the By-laws of the                     
Company as amended to date, certified by the President and the                  
Secretary of the Company, which have been delivered to the                      
Shareholders prior to the execution hereof, are true and complete               
copies thereof as in effect as of the date hereof.                              

3.2  Authorization.                                                     

The Company has full power, legal capacity and authority to             
enter into this Agreement, to execute all attendant documents                   
and instruments necessary to consummate the transaction herein                  
contemplated, and to issue and sell the Common Stock to each                    

3               
<PAGE                                                                           
Shareholder, and to perform all of its obligations hereunder.                   
This Agreement and all other agreements, documents and                          
instruments to be executed in connection herewith have been                     
effectively authorized by all necessary action, corporate or                    
otherwise, on the part of the Company, which authorizations                     
remain in full force and effect, have been duly executed and                    
delivered by the Company, and no other corporate proceedings on                 
the part of the Company are required to authorize this Agreement                
and the transactions contemplated hereby, except as specifically                
set forth herein.  This Agreement constitutes the legal, valid                  
and binding obligation of the Company and is enforceable with                   
respect to the Company in accordance with its terms, except as                  
enforcement hereof may be limited by bankruptcy, insolvency,                    
reorganization, priority or other laws of court decisions                       
relating to or affecting generally the enforcements of creditors'               
rights or affecting generally the availability of equitable                     
remedies.  Neither the execution and delivery of this Agreement,                
nor the consummation by the Company of any of the transactions                  
contemplated hereby, or compliance with any of the provisions                   
hereof, will (i) conflict with or result in a breach or,                        
violation of, or default under, any of the terms, conditions or                 
provisions of any note, bond, mortgage, indenture, license,                     
lease, credit agreement or other agreement, document, instrument                
or obligation (including, without limitation, any of its charter                
documents) to which the Company is a party or by which the                      
Company or any of its assets or properties may be bound, or (ii)                
violate any judgment, order, injunction, decree, statute, rule or               
properties of the Company.  No authorization, consent or approval               
of any public body of authority or any third party is necessary                 
for the consummation by the Company of the transactions                         
contemplated by this Agreement.                                                 

3.3  Capitalization.                                                    

The authorized and outstanding capital stock of the Company             
as of September 30, 1997 is as set forth on Schedule 3.3.  All of               
the outstanding shares of the Company's Common Stock have been,                 
and all of the Company's Common Stock to be issued and sold to                  
each Shareholder pursuant to this Agreement, when issued and                    
delivered as provided herein will be duly authorized, validly                   
issued, fully paid and non-assessable and free of preemptive or                 
similar rights.                                                                 

3.4  Financial Statements.                                              

The Company's financial statements contained in its Form 10-K           
filing for the fiscal year ended September 30, 1996, its Form                   
10-Q filings for the periods ended December 31, 1996, March 31,                 
1997 and June 30, 1997, each as amended (collectively the                       
"Company's Financial Statements") are complete in material                      
respects and have been prepared in accordance with generally                    

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accepted accounting principles applied on a consistent basis                    
throughout the periods indicated.  The Company's Financial                      
Statements accurately set out and describe the financial                        
condition and operating results of the Company as of the dates,                 
and for the periods indicated therein, subject to normal year-end               
audit adjustments.  Except as set forth in the Company's                        
Financial Statements, the Company has no liabilities, contingent                
or otherwise, other than (i) liabilities incurred in the ordinary               
course of business subsequent to June 30, 1997 and (ii)                         
obligations under contracts and commitments incurred in the                     
ordinary course of business and not required under generally                    
accepted accounting principles to be reflected in the Company's                 
Financial Statements.  The Company maintains and will continue to               
maintain a standard system of accounting established and                        
administered in accordance with generally accepted accounting                   
principles.                                                                     

3.5  Subsidiaries.                                                      

Other than Delta Gamma Film Distributors, Inc., the Company             
has no subsidiaries and no investments, directly or indirectly,                 
or other financial interest in any other corporation or business                
organization, joint venture or partnership of any kind whatsoever               
except as reflected in the Company's Financial Statements or in                 
other filings made by the Company with the Securities and                       
Exchange Commission.                                                            

3.6  Absence of Undisclosed Liabilities.                                

Except as and to the extent reflected or reserved against in            
the most recent balance sheet included in the Financial                         
Statements, the Company has no liability(s) or obligation(s)                    
(whether accrued, to become due, contingent or otherwise) which                 
individually or in the aggregate could have a materially adverse                
effect on the business, assets, properties, condition (financial                
or otherwise) or prospects of the Company.                                      

3.7  No Pending Material Litigation or Proceedings.                     

Except as set forth on Schedule 3.7, there are no actions,              
suits or proceedings pending or, to the best of the Company's                   
knowledge, threatened against or affecting the Company (including               
actions, suits or proceedings where liabilities may be adequately               
covered by insurance) at law or in equity or before or by any                   
federal, state, municipal or other governmental department,                     
commission, court, board, bureau, agency or instrumentality,                    
domestic or foreign, or affecting any of the officers or                        
directors of the Company in connection with the business,                       
operations or affairs of the Company, which might result in any                 
adverse change in the business, properties or assets, or in the                 
condition (financial or otherwise) of the                                       

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Company, or which might prevent the sale of the transactions                    
contemplated by this Agreement.  The Company is not subject to                  
any voluntary or involuntary proceeding under the United States                 
Bankruptcy Code and has not made an assignment for the benefit of               
creditors.                                                                      

3.8  Brokerage.                                                         

The Company has no obligation to any person or entity for               
brokerage commissions, finder's fees or similar compensation in                 
connection with the transactions contemplated by this Agreement.                

3.9  Investment Representation.                                         

The Company, through its current officers and directors, has            
the knowledge and experience in business and financial matters to               
meaningfully evaluate the merits and risks of the issuance of the               
Company's Common Stock in exchange and consideration for the                    
shares of Common Stock of OSM as contemplated hereby.  The                      
Company understands and acknowledges that the shares of Stock of                
OSM were originally issued to the Shareholders, and will be sold                
and transferred to the Company, without registration or                         
qualification under the Securities Act of 1933, as amended, or                  
any applicable state securities or "Blue Sky" law, in reliance                  
upon specific exemptions therefrom, and in furtherance thereof                  
the Company represents that the OSM Stock will be taken and                     
received by the Company for its own account for investment, with                
no present intention of a distribution or disposition thereof to                
others.  The Company further acknowledges and agrees that the                   
certificates representing the OSM Common Stock of the Company                   
shall bear a restrictive legend, in substantially the following                 
form:                                                                           

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE                    
ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT                    
OF 1933 AS AMENDED (THE "ACT"), ARE RESTRICTED SECURITIES,              
AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT                     
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE               
ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL                
SATISFACTORY TO THE COMPANY, IS NOT REQUIRED TO BE                      
REGISTERED UNDER THE ACT."                                              

3.10  Disclosure.                                                       

Neither this Agreement, nor any certificate, exhibit, or                
other written document or statement, furnished to the                           
Shareholders by the Company in connection with the transactions                 
contemplated by this Agreement contains or will contain any                     
untrue statement of a material fact or omits or will omit to                    
state a material fact necessary to be stated in order to make the               
statements contained herein or therein not misleading.                          

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3.11  Tax Returns and Payments.                                         

All tax returns and reports, including, without limitation,             
all foreign returns and reports, of the Company required by law                 
to be filed have been duly filed, and all taxes, assessments,                   
fees and other governmental charges heretofore levied upon any                  
properties, assets, income or franchises of the Company which are               
due and payable have been paid, except as otherwise reflected in                
the Financial Statements.  No extension of time for the                         
assessment of deficiencies in any federal or state tax has been                 
requested of or granted by the Company.                                         

3.12  Compliance with Law and Government Regulations.                   

The Company is in compliance with all applicable statutes,              
regulations, decrees, orders, restrictions, guidelines and                      
standards, whether mandatory or voluntary, imposed by the United                
States of America, any state, county, municipality or agency of                 
any thereof, and any foreign country or government to which the                 
Company is subject.  Without limiting the generality of the                     
foregoing, the Company has filed all reports and statements                     
required to be filed pursuant to the Securities Act of 1933 (the                
"1933 Act") and Securities Exchange Act of 1934 (the "1934 Act")                
including all periodic reports required under the Section 13 or                 
15 of the Exchange Act and Form SR reports under Rule 463 of the                
Securities Act of 1933.  Each of such reports was complete, did                 
not contain any material misstatement of or omit to state any                   
material fact.                                                                  

4.  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS.                         

The Shareholders hereby represent and warrant to the Company            
as follows:                                                                     

4.1  Authorization.                                                     

All Shareholders have full power, legal capacity and                    
authority to enter into this Agreement, to execute all attendant                
documents and instruments necessary to consummate the                           
transactions herein contemplated, and to perform all of the                     
obligations to be performed by them hereunder.  This Agreement                  
and all other agreements, documents and instruments to be                       
executed by the Shareholders in connection herewith have been                   
duly executed and delivered and constitute the legal, valid and                 
binding obligation of the Shareholders executing and delivering                 
the same, and is enforceable with respect to them in accordance                 
with its terms, except as enforcement hereof may be limited by                  
bankruptcy, insolvency, reorganization, priority or other laws or               
court decisions relating to or affecting generally the                          
enforcements of creditors' rights or affecting the availability                 

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of equitable remedies.  No authorization, consent or approval of                
any public body or authority is necessary for the consummation by               
the Shareholders of the transactions contemplated hereby.                       

4.2  Ownership of OSM Stock.                                            

The Shareholders own the shares of OSM Stock to be                      
transferred to the Company free and clear of (i) any lien,                      
charge, mortgage, pledge, conditional sale agreement, or other                  
encumbrance of any kind or nature whatsoever, and (ii) any claim                
as to ownership thereof or any rights, powers or interest therein               
by any third party, whether legal or beneficial, and whether                    
based on contract, proxy or other document or otherwise.  All of                
the shares of OSM Stock have been duly authorized and validly                   
issued and are fully paid and non-assessable.                                   

4.3  Investment Representation.                                         

The Shareholders have the knowledge and experience in                   
business and financial matters to meaningfully evaluate the                     
merits and risks of the transfer of OSM Common Stock in exchange                
and consideration for the shares of the Company's Common Stock as               
contemplated hereby.  The Shareholders understand and acknowledge               
that the shares of Stock of the Company will be sold and                        
transferred to the Shareholders, without registration or                        
qualification under the Securities Act of 1933, as amended, or                  
any applicable state securities or "Blue Sky" law, in reliance                  
upon specific exemptions therefrom, and in furtherance thereof                  
the Shareholders represent that the Common Stock will be taken                  
and received by the Shareholders for their own account for                      
investment, with no present intention of a distribution or                      
disposition thereof to others.  The Shareholders further                        
acknowledge and agree that the certificates representing the                    
Common Stock of the Company shall bear a restrictive legend, in                 
substantially the following form:                                               

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE                    
ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT                    
OF 1933 AS AMENDED (THE "ACT"), ARE RESTRICTED SECURITIES,              
AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT                     
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE               
ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL                
SATISFACTORY TO THE COMPANY, IS NOT REQUIRED TO BE                      
REGISTERED UNDER THE ACT."                                              

The Principal Shareholders hereby represent and warrant to              
the Company as follows:                                                         

4.4  Organization and Corporate Power.                                  

OSM is a corporation duly organized, validly existing and in            
good standing under the laws of the State of California and are                 

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duly qualified and in good standing to do business as a foreign                 
corporation in each jurisdiction in which such qualification is                 
required and where the failure to be so qualified would have a                  
materially adverse effect upon their respective business. OSM has               
all requisite corporate power and authority to conduct business                 
as now being conducted and to own and lease the properties which                
they now own and lease.  The Certificate of Incorporation of OSM,               
as amended to date, and the By-laws of OSM as amended to date,                  
certified by its President and Secretary, which have been                       
delivered to the Company prior to the execution hereof, are true                
and complete copies thereof as in effect at the date hereof.                    

4.5  Financial Statements.                                              

(a)  Schedule 4.45 sets forth the internal, unaudited Profit            
and Loss Statement of OSM as of August 31, 1996 and 1997      
and internal unaudited balance sheet of OSM for the           
period September 1, 1996 through July 15, 1997 on a           
historical basis giving effect to all operations and          
costs in existence at the time (the "Financial                
Information"):                                                

(b)  The Financial Information was compiled from OSM's                  
internal management reports in the ordinary course of         
OSM's business.  The Financial Information is not             
consistent in all circumstances with generally accepted       
accounting principles.  The amounts with respect to           
property, plant and equipment set forth in the Financial      
Statements, fairly present, in all material respects,         
such information as of the dates referred to therein,         
and the revenues and gross margins set forth in the           
Financial Information fairly present, in all material         
respects, such information for the periods referred to        
therein.                                                      

(c)  Since August 1, 1997, OSM has kept its financial records           
in a manner consistent with its practices at the time         
and during the periods reflected in paragraph (b) above       
without change, in any material respect, of policy or         
procedure, as to nature of item, amount or otherwise.         

4.6  Capital Stock.                                                     

OSM has an authorized capitalization consisting of 20,000               
shares of common stock, without par value, of which 10,000 shares               
are issued and outstanding.  All such outstanding shares have                   
been duly authorized and validly issued and are fully paid and                  
non-assessable.  There are no outstanding options, warrants,                    
rights, calls, commitments, conversion rights, rights of                        
exchange, plans or other agreements of any character providing                  
for the purchase, issuance or sale of any shares of the capital                 
stock of OSM, other than as contemplated by this Agreement.                     

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4.7  Subsidiaries and Investments.                                      

OSM does not have any subsidiaries or interest in any                   
corporation, partnership, join venture or other entity.                         

4.8  Leases.                                                            

Schedule 4.8 attached hereto, contains an accurate and                  
complete list of all leases to which OSM is a party, accurate and               
complete copies of which have been delivered to the Company (as                 
lessee or lessor).  Each lease set forth on Schedule 4.8 (or                    
required to be set forth on Schedule 4.8) is in full force and                  
effect;  all rents and additional rents due to date on each such                
lease have been paid; in each case, the lessee has been in                      
peaceable possession since the commencement of the original term                
of such lease and is not in default thereunder and no waiver,                   
indulgence or postponement of the lessee's obligations thereunder               
has been  granted by the lessor; and there exists no event of                   
default or event, occurrence, condition or act (including the                   
consummation of the transactions contemplated hereby) which, with               
the giving of notice, the lapse of time or the happening of any                 
further event or condition, would become a default under such                   
lease.  OSM has not violated any of the terms or conditions under               
any such lease in any material respect, and, to the best                        
knowledge, information and belief of the Principal Shareholders,                
OSM, all of the covenants to be performed by any other party                    
under any such lease have been fully performed.  The property                   
leased by OSM is in a state of good maintenance and repair and is               
adequate and suitable for the purposes for which it is presently                
being used.                                                                     

4.9  Material Contracts.                                                

Except as set forth on Schedule 4.9 attached hereto, OSM is             
not bound by:                                                                   

(a)  any agreement, contract or commitment relating to the              
employment of any person by the Company, or any bonus,        
deferred compensation, pension, profit sharing, stock         
option, employee stock purchase, retirement or other          
employee benefit plan;                                        

(b)  any agreement, indenture or other instrument which                 
contains restrictions with respect to payment of              
dividends or any other distribution in respect of its         
capital stock;                                                

(c)  any loan or advance to, or investment in, any                      
individual, partnership, joint venture, corporation,          
trust, unincorporated organization, government or other       

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entity (each a "Person") or any agreement, contract or        
commitment relating to the making of any such loan,           
advance or investment;                                        

(d)  any guarantee or other contingent liability in respect             
of any indebtedness or obligation of any Person (other        
than the endorsement of negotiable instruments for            
collection in the ordinary course of business);               

(e)  any management, service, consulting or any other similar           
type contract;                                                

(f)  any agreement, contract or commitment limiting the                 
freedom of OSM or any subsidiary to engage in any line        
of business or to compete with any Person;                    

(g)  any agreement, contract or commitment not entered into             
in the ordinary course of business which involves             
$25,000 or more and is not cancelable without penalty or      
premium within 30 days; or                                    

(h)  any agreement, contract or commitment which might                  
reasonably be expected to have a potential adverse            
impact on the business or operations of OSM; or               

(i)  any agreement, contract or commitment not reflected in             
the Financial Statements under which OSM is obligated to      
make cash payments of, or deliver products or render          
services with a value greater than $10,000 individually       
or $25,000 in the aggregate, or receive cash payments         
of, or receive products or services with a value greater      
than $10,000 individually or $25,000 in the aggregate,        
and any other agreement, contract or commitment which is      
material to the conduct of the business of OSM.               

Each contract or agreement set forth on Schedule 4.9 (or not            
required to be set forth on Schedule 4.9) is in full force and                  
effect and there exists no default or event of default or event,                
occurrence, condition or act (including the consummation of the                 
transactions contemplated hereby) which, with the giving of                     
notice, the lapse of time or the happening of any other event or                
condition, would become a default or event of default thereunder.               
The Company has not violated any of the terms or conditions of                  
any contract or agreement set forth on Schedule 4.8 (or not                     
required to be set forth on Schedule 4.9) in any material                       
respect, and, to the best knowledge, information and belief of                  
the Principal Shareholders and OSM, all of the covenants to be                  
performed by any other party thereto have been fully performed.                 
Except as set forth on Schedule 4.9, the consummation of the                    
transactions contemplated hereby does not constitute an event of                
default (or an event, which with notice or the lapse of time or                 
both would constitute a default) under any such contract or                     
agreement.                                                                      
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4.10  Books and Records.                                                

Except as set forth in Schedule 4.9 attached hereto, OSM does           
not have any of its records, systems, controls, data or                         
information recorded, stored, maintained, operated or otherwise                 
wholly or partly dependent upon or held by any means (including                 
any electronic, mechanical or photographic process, whether                     
computerized or not) which (including all means of access thereto               
and therefrom) are not under the exclusive ownership and direct                 
control of OSM.                                                                 

4.11  Title to Properties; Encumbrances.                                

Except as set forth in Schedule 4.11 attached hereto OSM has            
good, valid and marketable title to all of its material                         
properties and assets (real and personal, tangible and                          
intangible), in each case subject to no encumbrance, lien, charge               
or other restriction of any kind or character, except for (i)                   
liens consisting of zoning or planning restrictions, easements,                 
permits and other restrictions or limitations on the use of real                
property or irregularities in title thereto which do not                        
materially detract from the value of, or impair the use of, such                
property by OSM in the operation of its business, (ii) liens for                
current taxes, assessments or governmental charges or levies on                 
property not yet due and delinquent and (iii) liens described on                
Schedule 4.11 attached hereto (liens of the type described in                   
clauses (i), (ii) and (iii) are hereinafter sometimes referred to               
as "Permitted Liens").                                                          

4.12  Compliance with Law and Government Regulations.                   

To the best knowledge of the Principal Shareholders, after              
due inquiry, OSM is in compliance with all applicable statutes,                 
regulations, decrees, orders, restrictions, guidelines and                      
standards, whether mandatory or voluntary, imposed by the United                
States of America or any agency thereof.                                        

4.13  Payroll Taxes.                                                    

Except as disclosed on Schedule 4.14, OSM has withheld taxes            
from its employees' compensation, if any, in the amounts required               
by applicable law and has filed all required federal, state and                 
local returns and reports with respect thereto, and has paid all                
required applicable, employee income tax withholding, social                    
security and unemployment taxes for all periods (or portions                    
thereof, except with respect to shares issued that may be deemed                
to be compensation) ending on or before the date hereof.                        

4.14  Tax Returns.                                                      

Except as disclosed on Schedule 4.14, OSM has timely filed              
all federal, state and local tax returns and reports required to                

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be filed by it.  There have been no federal state or local income               
tax audits of OSM, except as set forth on Schedule 4.143.  The                  
Principal Shareholders do not know of any pending matters, other                
than the matter disclosed on Schedule 4.14, assessments, notices                
of deficiency or demand, for taxes or proposed deficiencies                     
against OSM for any federal, state or local taxes.                              

4.15  Absence of Undisclosed Liabilities.                               

Except as and to the extent reflected or reserved against in            
the Financial Statements of OSM or on Schedule 4.15 or Schedule                 
4.17, and as to matters arising in the ordinary course of its                   
business since such date, OSM has no liability(s) or                            
obligation(s) (whether accrued, to come due, contingent or                      
otherwise) which individually or in the aggregate could have a                  
material adverse effect on the business, assets, properties,                    
condition (financial or otherwise) or prospects of OSM.                         

4.16  No Changes Since August Balance Sheet Date.                       

Since the date of the last balance sheet included in OSM's              
Financial Statements (the "Balance Sheet Date"), OSM has not:                   

(a)  incurred any liability or obligation of any nature                 
(whether accrued, absolute, contingent or otherwise),         
except liabilities and obligations in the ordinary            
course of business and consistent with past practice,         
resulting in an increase for the liabilities shown on         
the such Balance Sheet of less than $25,000 in the            
aggregate;                                                    

(b)  permitted any of its assets to be subjected to any                 
mortgage, pledge, lien, security interest, encumbrance,       
restriction or charge of any kind (other than Permitted       
Liens);                                                       

(c)  sold, transferred or otherwise disposed of any assets              
except inventory sold in the ordinary course of business      
and consistent with past practice;                            

(d)  made any single capital expenditure or commitment                  
therefor, in excess of $10,000 or made aggregate capital      
expenditures and commitments therefor in excess of            
$25,000;                                                      

(e)  declared or paid any dividend or made any distribution             
on any shares of its capital stock, or redeemed,              
purchased or otherwise acquired any shares of its             
capital stock or any option, warrant or other right to        
purchase or acquire any such shares;                          

(f)  made any bonus or profit sharing distribution or payment           
of any kind;                                                  
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(g)  increased its indebtedness for borrowed money which was            
in the ordinary course of business and consistent with        
past practice, or made any loan to any person;                

(h)  written off as uncollectible any notes or accounts                 
receivable, except immaterial write-downs or write-offs       
in the ordinary course of business and consistent with        
past practice which do not exceed $25,000 in the              
aggregate charged to applicable reserves, and none of         
which individually or in the aggregate is material to         
OSM;                                                          

(i)  granted any increase in the rate of wages, salaries,               
bonuses or other remuneration or benefits of any              
executive employee or other employees or consultants,         
and no such increase is customary on a periodic basis or      
required by agreement or understanding except as set          
forth on Schedule 4.9;                                        

(j)  canceled or waived any claims or rights of substantial             
value;                                                        

(k)  made any change in any method of accounting or auditing            
practice;                                                     

(l)  otherwise conducted its business or entered into any               
transaction, except in the usual and ordinary manner and      
in the ordinary course of business and consistent with        
past practices;                                               

(m)  paid, loaned or advanced any amount to, or sold,                   
transferred or leased any properties or assets (real,         
personal or mixed, tangible or intangible) to, or             
entered into any agreement or arrangement of any kind         
with, any of its officers, directors or shareholders or       
any affiliate or associate of its officers, directors or      
shareholders, except compensation to officers at rates        
not exceeding the rate of compensation in effect as of        
the Balance Sheet Date;                                       

(n)  paid, discharged or satisfied any claims, liabilities or           
obligations (absolute, accrued, contingent or otherwise)      
other than the payment, discharge or satisfaction in the      
ordinary course of business and consistent with past          
practice of liabilities and obligations reflected and         
reserved against in OSM's Financial Statements or             
incurred in the ordinary course of business and               
consistent with past practice since the Balance Sheet         
Date;                                                         

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(o)  suffered any material adverse changes in its working               
capital, financial condition, assets, liabilities             
(absolute, accrued, contingent or otherwise), reserves,       
business operations or prospects; or                          

(p)  agreed, whether or not in writing, to do any of the                
foregoing.                                                    

4.17  No Pending Material Litigation or Proceedings.                    

Except as disclosed in Schedule 4.17 or the Financial                   
Statements of OSM, there are no actions, suits or proceedings                   
pending or, to the best knowledge of the Shareholders, threatened               
against or affecting the Shareholders, or OSM (including actions,               
suits or proceedings where liabilities may be adequately covered                
by insurance) at law or in equity or before any federal, state,                 
municipal or other governmental department, commission, court,                  
board, bureau, agency or instrumentality, domestic or foreign, or               
affecting any of the officers or directors of OSM in connection                 
with the business, operations or affairs of OSM which might                     
result in any material adverse change in the business, properties               
or assets, or in the condition (financial or otherwise) of OSM,                 
or the transfer to the Company of the OSM Stock by the                          
Shareholders or any of the obligations to be performed by the                   
Shareholders under this Agreement.  Neither OSM nor the                         
Shareholders are subject to any voluntary or involuntary                        
proceeding under the United States Bankruptcy Code, nor have they               
made an assignment for the benefit of creditors.                                

4.18  Brokerage.                                                        

Neither the Principal Shareholders nor OSM have entered into            
an agreement with any individual or entity with respect to the                  
payment of a finder's fee in connection with the transactions                   
contemplated by this Agreement.                                                 

4.19  Disclosure.                                                       

Neither this Agreement, nor any certificate, exhibit, or                
other written document or statement, furnished to the Company by                
the Shareholders in connection with the transactions contemplated               
by this Agreement contains or will contain any untrue statement                 
of a material fact or omits or will omit to state a material fact               
necessary to be stated in order to make the statements contained                
herein or therein not misleading.                                               

5.  COVENANTS OF THE COMPANY.                                                   

The Company covenants and agrees as follows:                            

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5.1  Capital Infusion.                                                  

The Company covenants and agrees to provide an aggregate of             
$100,000 to OSM for its ongoing operations within five (5) days                 
of the execution of this Agreement, which shall be considered                   
contribution to the capital of the recipient;.  Additionally, it                
is the Company's intent to raise additional capital (up to                      
$900,000) over the next three months, a portion of which will be                
utilized for the operations of OSM.                                             

5.2  Indemnification of Personal Guarantees.                            

The Company agrees to indemnify Principal Shareholders and              
hold them harmless from and against any liabilities in an amount                
not to exceed $700,000, arising from personal guarantees of                     
obligations of OSM entered into prior to the date of this                       
Agreement.  This indemnification shall be in addition to any                    
other indemnification provided to the Principal Shareholders                    
hereunder.  The Company also agrees to use its reasonable efforts               
to relieve the Principal Shareholder of such guarantee                          
obligations.                                                                    

6.  [INTENTIONALLY OMITTED]                                                     

7.  INDEMNIFICATION.                                                            

7.1  Indemnification by Company.                                        

The Company agrees to indemnify and hold Shareholders, it             
successors and assigns, harmless from and against any liability                 
resulting from breach of representations or warranties of the                   
Company under this Agreement.  In no event shall the aggregate                  
liability of the Company hereunder exceed $100,000.                             

7.2  Indemnification by Shareholders.                                   

Shareholders agree to indemnify and hold Company, its                   
successors and assigns, harmless from and against any liability                 
resulting from breach of any representation made by them or                     
warranty, respectively, of Shareholders under this Agreement,                   
notwithstanding anything to the contrary contained in this                      
Agreement, Shareholders shall not be obligated to indemnify                     
Company until the aggregate of all losses as to which                           
indemnification would be required exceeds One Hundred Thousand                  
Dollars ($100,000), in which case Shareholders shall be required                
to indemnify Company for such excess amounts.  In no event shall                
the aggregate liability of Shareholders hereunder exceed                        
$100,000.                                                                       

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7.3  Time Period for Indemnification.                                   

The right of indemnification as to breaches or                          
representations and warranties is only to the extent that written               
notice of the claim for indemnification is given to the party                   
from which indemnification is sought prior to the expiration of a               
period ending fifteen months subsequent to the Closing which                    
shall be the period of limitation as to any such breach or                      
breaches, except as otherwise specifically provided to the                      
contrary in this Agreement.                                                     

7.4  Further Limitation.                                                

Notwithstanding anything contained herein to the contrary,              
neither party shall have a right of indemnification hereunder by                
reason of any breach by either party of any warranty or                         
representation contained in this Agreement to the extent that                   
such party seeking indemnification has of the Closing Date,                     
actual knowledge of the fact or matter forming the basis for such               
breach (or alleged breach) of such warranty or representation.                  

7.5  Exclusive Remedy.                                                  

This indemnification shall be the sole and exclusive remedy             
for any of the parties hereof in connection with a breach of any                
representation or warranty by any other party hereof.                           

8.  ADDITIONAL AGREEMENTS OF THE PARTIES.                                       

8.1  Taxes and Expenses.                                                

The Company and the Shareholders shall each pay all of their            
own respective taxes, attorneys' fees and other costs and                       
expenses payable in connection with or as a result of the                       
transactions contemplated hereby and the performance and                        
compliance with all agreements and conditions contained in this                 
Agreement respectively to be performed or observed by each of                   
them.                                                                           

8.2  Expiration of Representations and Warranties.                      

The respective representations and warranties contained                 
herein and in any other document or instrument delivered by or on               
behalf of the Company, and the Shareholders, shall survive the                  
Closing for a period of fifteen months.  Nothing contained in                   
this Section 8.2 shall in any way affect any obligations of any                 
party under this Agreement that are to be performed, in whole or                
in part, at any time after the Closing, nor shall it prevent or                 
preclude any party from pursuing any and all available remedies                 
at law or in equity for actual fraud in the event that, prior to                
the Closing, any other party had actual knowledge of any material               

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breach of any of its representations and warranties herein but                  
failed to disclose to or actively concealed such knowledge prior                
to the Closing from the other party(s) to whom the                              
representations and warranties were made.                                       

8.3  Agreements of the Company.                                         

During the term of the Option Agreement, the Company will not           
take any action to sell or transfer the capital stock or assets                 
of OSM, other than in the ordinary course of their respective                   
businesses.                                                                     

9.  MISCELLANEOUS.                                                              

9.1  Other Documents.                                                   

Each of the parties hereto shall execute and deliver such               
other and further documents and instruments, and take such other                
and further actions, as may be reasonably requested of them of                  
the implementation and consummation of this Agreement and the                   
transactions herein contemplated.                                               

9.2  Parties in Interest.                                               

This Agreement shall be binding upon and inure to the benefit           
of the parties hereto, and the heirs, personal representatives,                 
successors and assigns of all of them, but shall not confer,                    
expressly or by implication, any rights or remedies upon any                    
other party.                                                                    

9.3  Governing Law.                                                     

This Agreement is made and shall be governed in all respects,           
including validity, interpretation and effect, by the laws of the               
State of California.                                                            

9.4  Notices.                                                           

All notices, requests, demands, offerings, acceptances,                 
consents and other communications required or permitted under                   
this Agreement shall, unless otherwise provided, be in writing                  
and shall be deemed to have been duly given if personally                       
delivered and actually received or if mailed by first class                     
registered or certified mail, return receipt requested, or by                   
first class mail, addressed to the parties hereto at their                      
respective addresses provided below, or in each case to such                    
other person or address as may be designated by notice hereunder.               
Each notice, demand, request or other communication transmitted                 
in the manner described in this paragraph shall be deemed to have               
been given and received as follows:  (i) four business days after               
delivery to the addressee by certified mail, return receipt                     

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requested, (ii) immediately when delivered by hand to the party                 
to whom such notice is to be given at its address set forth on                  
the first page or signature page herein, which address shall be                 
sufficient in order to effect the service of process against each               
such party or such other address for the party as shall be                      
specified by notice given pursuant thereto or (iii) two business                
days after being sent by priority delivery next day by Federal                  
Express or other similar reputable overnight carrier.                           

(a)  If to the Company to:                                              

Marquee Entertainment, Inc.                                   
9044 Melrose Avenue, 3rd Floor                                
Los Angles, CA  90069                                         
Attn:  Harold Brown, CEO                                      

(b)  If to Shareholder, at their addresses set forth on the             
signature page hereof.                                        

Any party hereto may change its address by written notice to            
the other party given in accordance with this Section 9.4.                      

9.5  Entire Agreement.                                                  

This Agreement and the exhibits and schedules attached hereto           
contain the entire agreement between the parties and supersede                  
all prior agreements, understandings and writings between the                   
parties with respect to the subject matter hereof and thereof.                  
Each party hereto acknowledges that no representations,                         
inducements, promises, or agreements, oral or otherwise, have                   
been made by any party, which are not embodied herein or in an                  
exhibit hereto, and that no other agreement, statement or promise               
may be relied upon or shall be valid or binding.  Neither this                  
Agreement nor any term hereof may be changed, waived, discharged                
or terminated orally.  This Agreement may be amended or any term                
hereof may be changed, waived, discharged, or terminated by an                  
agreement in writing signed by all parties hereto.                              

9.6  No Equitable Conversion.                                           

Prior to the Closing, neither the execution of this Agreement           
nor the performance of any provision contained herein shall cause               
any party hereto to be or become liable in any respect for the                  
operations of the business of any other party, or the condition                 
or property owned by any other party, for compliance with any                   
applicable laws, requirements, or regulations of, or taxes,                     
assessments, or other charges now or hereafter due to any                       
governmental authority, or for any other charges or expenses                    
whatsoever pertaining to the conduct of the business or the                     
ownership, title, possession, use, or occupancy of any other                    
party.                                                                          

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9.7  Headings.                                                          

The captions and headings used herein are for convenience               
only and shall not be construed as a part of this Agreement.                    

9.8  Attorneys' Fees.                                                   

In the event of any litigation between the parties hereto,              
the non-prevailing party shall pay the reasonable expenses,                     
including the attorneys' fees, of the prevailing party in                       
connection therewith.                                                           

9.9  Counterparts.                                                      

This Agreement may be executed in counterparts, each of which           
shall be deemed an original but all of which taken together shall               
constitute but one and the same document.                                       

IN WITNESS WHEREOF, the parties hereto have duly executed and           
delivered this Agreement as of the day and year first above                     
written.                                                                        

                 MARQUEE ENTERTAINMENT, INC.

        By:  /s/ Hal Brown
                       ---------------------------
                       Hal Brown, Chairman and CEO

         Number  of  OSM         Number of Co.
"Shareholders"            Shares  Exchanged       Shares Rec'd.                 

/s/ Patrick M. Griffith        5,000                 350,000                    
-----------------------                                                         
Patrick M. Griffith                                                             

/s/ Sylvie Griffith            5,000                 350,000                    
----------------------                                                          
Sylvie Griffith                                                                 

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EXHIBITS                                                                        

A    -    Option Agreement                                                      
B1   -    Employment Agreement of Patrick M. Griffith                           

SCHEDULES                                                                       

3.3   Capitalization                                                            
3.7   Marquee Entertainment, Inc. Pending Material Litigation or                
Proceedings                                                         
4.5   Financial Statements                                                      
4.8   Leases                                                                    
4.9   Material Contracts                                                        
4.10  Books and Records                                                         
4.11  Title to Properties; Encumbrances                                         
4.14  Tax Returns                                                               
4.15  Undisclosed Liabilities                                                   
4.17  Of Sound Mind, Inc. Pending Material Litigation or                        
Proceedings                                                         

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SCHEDULE 3.3                                                                    

                      Authorized       Outstanding

Preferred Stock $.01 par value       10,000,000           -0-                   

Common Stock $.04 par value          25,000,000        1,398,716                

Options and Warrants Outstanding:                                               

105,000 options exercisable into Common Stock at $1.00 per share                
130,000 options exercisable into Common Stock at $1.50 per share                
50,000 options exercisable into Common Stock at $.50 per share                
15,000 incentive options exercisable into Common Stock at $.44 -              
.88 per share                                                   
20,000 Non-Qualified options, exercisable into Common Stock at                
$.44- .88 per share                                             

Convertible Debentures                                                          

$239,450 convertible into Company's Common Stock at the                         
Conversion Price of $.25 per share                                        
$201,800 convertible into Company's Common Stock at the                         
Conversion Price of $.25 per share                                        

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SCHEDULE 3.7              

None                                                                            

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	11/5/97
Filed on:	11/4/97			SC 13D
	10/31/97	1		8-K
	10/21/97	1		8-K
	9/30/97	4		10-K
	8/31/97	9
	8/1/97	3	9
	7/15/97	9
	6/30/97	4	5	10-Q
	3/31/97	4		10-Q, 10-Q/A
	12/31/96	4		10-Q, 10-Q/A
	9/30/96	4		10-K, 10-K/A
	9/1/96	9
	8/31/96	3	9
				List all Filings

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Filing Submission 0001048895-97-000001 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Griffith Patrick M – ‘SC 13D’ on 11/4/97 re: Business Mall Com Inc

As of: Tuesday, 11/4/97 · Accession #: 1048895-97-1 · File #: 5-38941

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents