Gerry M. Griggs - Page 8

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          Kirshner Global, Inc. (Kirshner Global).  Kirshner and Equisource           
          were listed as “Founding Partners”.  Under the terms of the                 
          venture agreement, Equisource was to obtain interim financing of            
          $1 million within a 60-day period or Kirshner would have the                
          option of terminating the agreement.  Similar terms were also               
          provided for permanent financing within a 120-day period.  The              
          interim financing proceeds would have been used, in part, to pay            
          the “Founding Partners” for out-of-pocket expenses incurred on              
          Kirshner Global’s behalf prior to the interim financing.7                   
               Under the venture agreement, the execution of other                    
          documentation within a 15-day period subject to interim financing           
          was also required.  The documents included an employment                    
          agreement, a stockholders’ agreement, an Equisource financial               
          advisory agreement, a licensing agreement, and a subscription               
          agreement.  Once this was accomplished and Kirshner Global was              
          formed, petitioner and Thurmond would be named as directors on              
          Kirshner Global’s board of directors.                                       
               On or about February 21, 1996, the Don Kirshner Content Co.,           
          Inc. (Kirshner Content) was formed with the specific intention of           
          acquiring the Rock Concert license from Kirshner and maintaining            
          an aggressive plan of strategic acquisitions of other                       
          entertainment assets.  As the managing director of the Equisource           


               7 As noted, petitioner and Thurmond would be entitled to               
          reimbursement as “Founding Partners”, only through Equisource.              





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