MSH Entertainment Corp/CA – IPO: ‘S-1’ on 4/4/97 – EX-10.5

As of:  Friday, 4/4/97   ·   Accession #:  898430-97-1403   ·   File #:  333-24575

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         S-1/ Common Stock - $10,822,500                       95    448K 
 2: EX-1.1      Selling Group Agreement                                7     43K 
 3: EX-3.1      Articles of Incorporation - Msh Entertainment         14     65K 
 4: EX-3.2      Bylaws - Msh Entertainment Corp.                       6     32K 
 5: EX-4.1      Subscription Agreement                                 3     16K 
 6: EX-5.1      Opinion - Glenn Gearhart                               2±    11K 
 7: EX-10.1     Employment Agreement - Msh & Robert Maerz             12     48K 
16: EX-10.10    Cooperation Agreement - Msh & Happy Zone              16     61K 
17: EX-10.11    Promissory Note - Msh & Robert Maerz                   1     10K 
18: EX-10.12    Promissory Note - Msh & Alfred Morgan                  1     10K 
19: EX-10.13    Promissory Note - Msh & Rick Seibold                   1     10K 
20: EX-10.14    Promissory Note - Msh & Jonathan Stathakis             1     10K 
21: EX-10.15    Credit Agreement - Msh & Happy Zone                    3     17K 
 8: EX-10.2     Employment Agreement - Msh & Jonathan Stathakis       12     48K 
 9: EX-10.3     Employment Agreement - Msh & Christopher Haigh         9     47K 
10: EX-10.4     Employment Agreement - Msh & Fred Aurelio             10     43K 
11: EX-10.5     Promissory Note - Christopher Haigh                    2     14K 
12: EX-10.6     Msh - 1996 Stock Option Plan                          12     48K 
13: EX-10.7     Credit Agreement - Msh & Robert Posner                 5     25K 
14: EX-10.8     Cooperation & Warrant Agreement - Msh & Intel         37    160K 
15: EX-10.9     Production Agreement - Msh & Abrams/Gentle            19     75K 
22: EX-27       Financial Data Schedule                                2     10K 

EX-10.5   —   Promissory Note – Christopher Haigh

EX-10.5
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                                                                    EXHIBIT 10.5

PROMISSORY NOTE 
--------------- 

$865,000                                                   JUNE 21, 1996        

    FOR VALUE RECEIVED, the undersigned, MSH ENTERTAINMENT CORPORATION, a Utah
corporation maintaining a place of business at 11205 Third Avenue, P.O, Box 573,
Stone Harbor, New Jersey 08241 (hereinafter call the "Maker"), promises to pay  
to the order of Christopher Haigh, at San Francisco, California (hereinafter    
called the "Payee"), at the Payee's aforementioned address, or at such other    
place as the Payee may designate in writing to the Maker, in lawful money of the
United States of America, the principal sum of EIGHT HUNDRED AND SIXTY-FIVE     
THOUSAND ($865,000) DOLLARS, together with 10% simple interest calculated on the
basis of a 365-day year and the actual number of days elapsed, which principal  
along with accrued interest thereon shall be paid in one balloon payment on     
December 1, 1996.                                                               

    Within 10 days of receipt by Maker of the full offering amount of a public
offering of Maker's common shares, Maker shall apply 60% of the net proceeds    
from the sale of its common shares to reduce the principal due under this Note. 

    If Maker fails to make the required balloon payment due under this Note on
or before December 1, 1996, then the Intellectual Property rights as defined in 
the Asset Purchase Agreement, dated as of even date herewith, shall be          
transferred back to Payee; provided, however that Maker shall be granted a one  
year extension to make the balloon payment due hereunder if it pays (i) all     
accrued and outstanding interest due under the Note on or before January 1,     
1997, and (ii) pays accrued interest to Payee each month on the outstanding     
principal balance of the Note beginning on February 1, 1997.                    

    If this Note is collected by suit or legal proceeding, the Maker agrees to
pay the holder hereof the costs and reasonable attorneys fees incurred in the   
collection hereof.                                                              

   It is the intention of the parties hereto to comply with applicable usury
laws (now or hereafter enacted); accordingly, notwithstanding any provision to  
the contrary in this Note, or in any of the documents securing payment hereof or
otherwise relating hereto, in no event shall this Note or such documents require
the payment or permit the collection of interest in excess of the maximum amount
permitted by such laws.  If any such excess of interest is contracted for,      
charged, taken, reserved or received under this Note or under the terms of any  
of the documents securing payment hereof or otherwise relating hereto, or in the
event that all or part of the principal or interest of this Note shall be       
prepaid, so that under any of such circumstances the amount of interest         
contracted for, charged, taken, reserved or received under this Note or under   
any of the instruments securing payment hereof or otherwise relating hereto,    
this Note or otherwise relating hereto, on the amount of principal actually     
outstanding from time to time under this Note shall exceed the maximum amount of
interest permitted by applicable usury laws, now or hereafter enacted, then in  
any such event (i) the provisions of this paragraph shall govern and control,   
(ii) any such excess which may have been collected at final maturity of said    
indebtedness either shall be applied as a credit against the then unpaid        
principal amount hereof or refunded to the Maker at the Payee's option, and     
(iii) upon such final maturity, the effective rate of interest shall be         
automatically reduced to the maximum lawful rate allowed under applicable usury 
laws as now or hereafter construed by the courts having jurisdiction thereof.   
Without limiting the foregoing, all calculations of the rate of interest        
contracted for, charged, taken, reserved or received under this Note or under   
such other documents which are made for the purpose of determining whether such 
rate exceeds the maximum lawful rate, shall be made, to the extent permitted by 
law, by amortizing, prorating, allocating and spreading in equal parts during   
the period of the full stated term of the loan evidenced hereby, all interest at
any time contracted for, charged, taken, reserved or received from the Maker or 
otherwise by the Payee in connection with such indebtedness.                    

   Any check, draft, money order or other instrument given in payment of all
or any portion hereof may be accepted by the holder hereof and handled in       
collection in the customary manner, but the same shall not constitute payment   
hereunder or diminish any rights of the holder hereof except to the extent that 
actual cash proceeds of such instrument are unconditionally received by the     
holder and applied to this indebtedness in the manner elsewhere herein provided.

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EX-10.5
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    There shall be no penalty for prepayment or for late payment hereunder, or
like defaults; provided, however, that the foregoing shall not be construed as a
limitation upon any amounts otherwise due hereunder.                            

The legality, enforceability and construction of this Note and the    
obligations evidenced hereby shall be governed by the law of the State of       
California without regard to its law of conflicts of law, or choice of law and, 
to the extent applicable, by the laws of the United States of America.          

                  MSH ENTERTAINMENT CORPORATION,
        a Utah corporation

        By: /s/ ROBERT MAERZ
            ----------------

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Dates Referenced Herein

				Referenced-On Page
This ‘S-1’ Filing		Date		First		Last			Other Filings
Filed on:		4/4/97							None on these Dates
		2/1/97		1
		1/1/97		1
		12/1/96		1
		6/21/96		1
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