ex1016.htm


    
      
        Exhibit
          10.16

      

       

       

      As
        of
        December 15, 1998

       

          The
        following
        shall constitute the principal terms of a "first look" agreement between
        the
        parties identified below, it being the intent of the parties to enter into
        a
        more formal, long-form agreement with respect to the option, purchase and
        sale
        of any particular property (or properties) as contemplated below, which
        agreement shall include the terms and conditions provided for herein (where
        applicable), and such other terms and conditions
        as are customary for such agreements in the motion picture industry taking
        into
        account the stature of Platinum Studios, LLC ("Platinum")
        and Scott
        Mitchell Rosenberg therein (including, without limitation, accounting and
        audit rights provisions, late payment financing charges, related party
        transactions, etc.) to be negotiated in good faith between the
        parties.

       

      1.             First
        Look.

       

      A.             Dimension's
        Rights. For the Term hereof (as extended,
        if extended, as provided below), Miramax Film Corp. (including Dimension
        Films)
        (hereafter, collectively, "Dimension") shall have an exclusive "first look"
        and
        option to

      purchase
        (for the option fees and purchase prices as set forth below) any and all
        properties, subject to Platinum's exclusions as set forth below, which are
        solely owned and controlled by Platinum
        (provided that if and to the extent any rights to any such properties are
        not
        solely owned and controlled by Platinum, then such rights therein as are
        solely
        owned and controlled by Platinum shall be subject to said "first look"),
        from
        the "Platinum Library" (as defined below), which Dimension desires to develop
        as
        a live-action feature film intended for initial theatrical release ("Feature
        Film") anywhere in the universe. Upon payment of the applicable portion of
        the
        purchase price (as provided in paragraph 4.B. (i) below, Platinum shall assign
        to Dimension (to the extent that said rights are owned and controlled by
        Platinum) the sole and exclusive (subject to paragraph C.(i) below) right
        under
        copyright and otherwise, to develop, produce, distribute, advertise, promote
        and
        otherwise exploit a Feature Film based on the property purchased hereunder,
        in
        any language, in perpetuity '(subject to Platinum's reserved rights and
        reversion right as set forth below), in any and all territories throughout
        the
        universe, and by any and all means and methods now or hereafter known
        (including, but not limited to, Theatrical, Non-Theatrical, Television, Home
        Video (encompassing videocassette, videodisc, all other forms of videograms
        whether now known or hereafter devised), any computer-assisted media (including,
        but not limited to, CD-ROM and similar disc systems (but not CD-I), DVD,
        Internet distribution, cable-modem and any other devices or methods now existing
        or hereafter devised) provided that the version of the Feature Film exploited
        via any such computer-assisted media must be essentially the same version
        exploited
        in the other media (i.e., in a consecutive linear format and not an interactive
        format) and certain allied and ancillary rights, including music, music
        publishing, screenplay publishing and soundtrack rights (subject to Platinum's
        reserved rights and administrative rights as set forth below) (collectively,
        the "Rights"). The Rights shall also include the right to produce and exploit
        Feature Film sequels, prequels and/or remakes (as such terms are customarily
        understood in the motion
        picture industry, i.e., with respect to sequels and/or prequels, Feature
        Films
        in which any of the characters appearing in
        the
        first Feature Film based on a property are depicted in new or different events
        than those in which such characters participated
        in such first Feature Film, and with respect to remakes, Feature Films in
        which
        the characters appearing in the first
        Feature Film based on a property are depicted as participating for the most
        part
        in the same events in which said characters participated in such First Feature
        Film) of any Feature
        Film produced pursuant hereto, subject to the payment of the
        applicable option fees and purchase prices and Platinum's reversion rights
        as
        set forth below.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      B.            First
        Look Submissions/Dimension Response Period.

       

              (i)              The
        Parties acknowledge that the "Platinum Library"
        consists of hundreds of comics, graphic novels, serializations,
        storybooks, etc. During the Term (as defined in paragraph 2.C below), Platinum
        shall select and present properties from the Platinum Library for Dimension's
        first look consideration hereunder, provided that Platinum shall present
        no less
        than twenty-five (25) such properties in each year of the Term. The first
        such
        presentation shall consist of no less than ten
        (10)
        such properties. Those properties in the Platinum Library not so selected
        and
        presented by Platinum shall not be presented
        (i.e., "pitched") by Platinum to third parties other -
        than
        talent (i.e., writers, directors and/or actors) during the Term, except that
        Platinum shall have the right to present to any third parties those properties
        that Platinum wishes to develop for
        initial release in television and/or as animation (as opposed to live-action)
        projects, provided that Platinum informs such parties of Dimension's Feature
        Film "first look" rights hereunder with respect thereto.

       

              (ii)'                Within
        ten (10) business days of Platinum's presentation
        of a Platinum property to Dimension as provided above (provided that the
        property in question is either an English-language property or an
        English-language translation thereof is provided to Dimension by Platinum,
        and,
        if not, then Dimension shall have twenty (20) business days to respond)
        (hereinafter, the "Dimension Response Period"), Dimension shall notify
        Platinum in writing as to whether or not it will option such property hereunder.
        Dimension's failure to provide any written
        notice to Platinum within the Dimension Response Period (or
        notice that it will not option such property) shall constitute a rejection
        of
        said property hereunder, giving Platinum the right to develop and/or produce
        the
        property elsewhere without any further obligation to Dimension; provided,
        however, that Platinum shall not submit more than ten (10) properties for
        Dimension's consideration hereunder within any consecutive ten (10) business
        day
        period (a "Bulk Submission"), unless the parties have mutually agreed in
        good
        faith on the time period in which Dimension must respond to the properties
        included in such Bulk Submission. If Dimension notifies Platinum in writing
        within the Dimension Response Period that it will option such property
        hereunder, Dimension shall be obligated to pay the applicable option fee
        as and
        when provided for in paragraph 4 below (i.e., upon Platinum's furnishing
        to
        Dimension of a short- form option agreement and Dimension's approval of chain
        of
        title for the applicable property, subject to the additional terms and
        conditions set forth in paragraph 4.A below), failing which Platinum shall
        have
        the right to develop and/or produce the property elsewhere without any further
        obligation to Dimension.

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      C.             Platinum's
        Reserved Rights.

       

              (i)              Platinum
        hereby reserves (a) "television program
        rights" (defined as the right to develop, produce, distribute, advertise,
        promote and otherwise exploit any property as a television pilot,
        movie-of-the-week, special or episodic series for initial exhibition in any
        television medium, and not to be released theatrically unless the parties
        otherwise mutually agree in writing on the terms of such theatrical exploitation
        or unless and until Dimension's rights with respect to such property terminate
        or revert to Platinum as provided for herein), subject to paragraph C.(ii)
        and
        (iii) below, (b) all print publication rights in any and all properties other
        than screenplay

      publishing,
        subject to paragraph C.(iv) below,(c) all interactive
        rights, (d) theme rights, (e) live theater and radio rights and (vi) all
        animation rights, subject to paragraph C.(iii) below. Any rights not
        specifically granted to Dimension herein are reserved to Platinum. Without
        limiting the generality of the foregoing, Dimension hereby acknowledges and
        agrees that it shall only acquire non-exclusive rights with respect to the
        characters appearing in any Feature Film produced pursuant hereto, and that
        Platinum shall have the right to use and exploit such characters (whether
        or not
        included in the original property) in connection with the exercise of any
        of
        Platinum's reserved (and/or reverted) rights hereunder, subject to paragraph
        C.
        (v) below. For the avoidance of doubt, if the property purchased by Dimension
        hereunder is a serial (e.g., a comic book or strip with more than one episode,
        volume or issue), Dimension's
        rights to the elements appearing in the property (e.g., characters, settings,
        devices, etc.) shall be negotiated in good faith as part of the long-form
        option
        agreement to be entered into with respect to such property pursuant hereto
        (i.e., the
        parties shall mutually agree on which elements of such property shall be
        exclusively granted to Dimension for purposes of exercising Dimension's Rights,
        subject always to Platinum's reserved rights as provided herein, and provided
        that in no event shall Dimension's Rights include any elements which appear
        in
        the serial after the date of Dimension's purchase of such property hereunder,
        all right, title and interest to which shall be reserved to Platinum). In
        the
        event that the parties are unable to so mutually agree with respect to such
        elements, then Platinum shall have the right to withdraw said property from
        this
        first look agreement, and Platinum shall have the right to develop and/or
        produce the property elsewhere without any further obligation to
        Dimension.

       

              (ii)                other
        than half-hour animated television series
        rights which are addressed in paragraph C.(iii) below, the television program
        rights to properties purchased by Dimension hereunder shall be subject to
        a
        first negotiation/first refusal right in favor of Dimension. For purposes
        hereof, said first negotiation/first refusal right shall mean the following:
        Platinum and Dimension shall negotiate in good faith for a period of ten
        (10)
        business days, and in the event that the parties cannot reach agreement within
        said period on the terms and conditions of Dimension's acquisition of any
        such
        television program rights, then Platinum may negotiate with third parties
        regarding such television program rights, but before Platinum may enter into
        any
        agreement with respect thereto on financial terms which are (on the whole)
        equal
        or less favorable to Platinum than the terms last offered by Dimension, Platinum
        shall inform Dimension in writing of the principal terms of the less favorable
        offer that Platinum is prepared to accept ("Acceptable offer"), and Dimension
        shall have the option ("Acceptable Offer Matching Right") to acquire the
        television program rights which are the subject of said Acceptable Offer
        under
        the same terms and - conditions set forth in the Acceptable Offer (provided
        that
Dimension
        shall not have to match non-financial terms which other third parties cannot
        match), provided that Dimension must notify Platinum in writing of its election
        to exercise such Acceptable Offer Matching Right as aforesaid within five
        (5)
        business days of its receipt of the terms of the applicable Acceptable offer;
        otherwise, Platinum shall be free to accept the Acceptable Offer. In the
        event
        that Platinum does conclude an agreement for the disposition of such television
        program rights with a third party pursuant to the foregoing, such agreement
        must
        provide for an 18 month holdback period on the exploitation of said rights
        commencing from the earlier of (a) the date of the actual initial release
        of the
        Dimension Feature Film (in any medium) and (b) the date which is two (2)
        years
        from the date of the payment by Dimension of the option fee for the applicable
        property hereunder.

      
        


      

              (iii)  all
        half-hour animated television series rights to the properties in the Platinum
        Library are reserved to Platinum, and Platinum shall be free to exploit same
        in
        Platinum's sole discretion without any obligation to Dimension whatsoever.
        All
        other animation rights to any properties purchased by Dimension hereunder
        shall
        be "frozen" and neither party shall have the right to exploit same unless
        the
        parties mutually agree otherwise in writing.

       

              (iv)  the
        novelization rights with respect to any Feature Film produced pursuant hereto
        shall be subject to a first negotiation/first refusal right in favor of
        Dimension on the same terms and conditions as set forth in paragraph C.(ii)
        above.

       

      
        


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

                (v)        If,
          in connection with the development and/or production of a property after
          the
          option and/or acquisition thereof
          by Dimension hereunder, a new character is created by or at
          the
          direction of Dimension and/or any xecutives and/or employees
          of Dimension (as opposed to an "evolution" of an original
          character (or of a group or "race" of characters (e.g., "Klingons")),
          such as a reverse gender or reverse race character or a character that
          is
          created with a reasonably discernable link between the original character
          and
          the evolved character (including,
          without limitation, and for purposes of illustration only, a character
          is
          "aged", is given a new power or ability, is introduced as related to or
          a part
          of a family or recognized group
          or
          race of characters (e.g., "Supergirl", "Batgirl", etc.), the character's
          name
          reuses a name or part of a name such that it appears to be derived from
          or
          connected with the original character
          (e.g., the "Franklin Richards" character, which is introduced
          as the son of Reed and Sue Richards of the "Fantastic Four")), and as opposed
          to
          a character created by or at the direction
          of Platinum and/or any executives and/or employees of Platinum ("New
          Dimension-created Character"), then Dimension shall
          own  the rights to said character (subject to the other terms
          and
          conditions of this agreement), provided that Platinum shall
          have the right to utilize any such New Dimension-created Character(s)
          in connection with its exercise/exploitation of its reserved rights hereunder,
          subject to the following: (i) with respect
          to the merchandising of said character, the terms of paragraph
          9 below shall apply, (ii) with respect to Platinum's exercise
          of reserved publishing rights and interactive rights (including
          video game rights), if the exercise thereof includes said
          New
          Dimension-created Character, Dimension shall be entitled to an amount equal
          to
          ten percent (10%) of all non-refundable, non-returnable
          income received by Platinum from the exploitation of such rights (Platinum
          Publishing/Interactive Gross Receipts), after Platinum's deduction "off-the-top"
          from said Platinum Publishing/Interactive
          Gross Receipts of a 25% distribution fee and
          recoupment of all of Platinum's direct, out-of-pocket costs and
          expenses incurred in connection therewith, and (iii) with respect
          to Platinum's exercise of any other reserved rights to the
          extent such exercise includes said New Dimension-created Character, Dimension
          shall be entitled to an amount equal to ten percent (10%) of all non-refundable,
          non-returnable net income received by Platinum from the exploitation of
          such
          rights (i.e., after recoupment by Platinum of any direct, out-of-pocket
          cost and
          expenses incurred, and/or direct, out-of-pocket investments made, by Platinum
          in
          connection therewith). Further, if and to the extent any new non-character
          elements (such as a setting, a device, etc.) created by or at the direction
          of
          Dimension and/or any executives and/or employees of Dimension (as opposed
          to by
          or at the direction of Platinum and/or any executives and/or employees
          of
          Platinum) have identifiably unique properties or characteristics and names
          (e.g., the "Starship Enterprise," the "neuralizer" used in "Men in Black"),
          then
          such non-character elements shall be treated as a New Dimension-created
          Character for all purposes hereof, provided that new storylines and plots
          created by or at the direction of Dimension and/or any executives and/or
          employees of Dimension shall only receive such treatment if and to the
          extent
          that Platinum's exploitation thereof would otherwise constitute an infringement
          of Dimension's rights under applicable copyright law. For the avoidance
          of
          doubt, for purposes of determining whether a new character or a new non-
          character element has been created by or at the direction of Dimension
          and/or
          any executives and/or employees of Dimension for purposes of this paragraph
          only, the existence of a "work-for- hire" or similar agreement between
          Dimension
          and any writer/creator
          shall not be dispositive, but Platinum shall have the burden of furnishing
          written evidence that such new character or new non-character element was
          created by or at the direction of Platinum and/or executives and/or employees
          of
          Platinum (e.g., correspondence between a Platinum executive and the writer/creator
          in question reflecting Platinum's instructions to said
          writer/creator).

         

                 (vi)           
          Notwithstanding anything to the contrary herein,
          in any and all events, Platinum shall have the right to use the title(s)
          of,
          and/or any logos (other than credit logos) created in connection with,
          any
          Feature Film, in connection with the exploitation of its reserved rights
          hereunder, without any compensation being payable to Dimension
          therefor.

         

      

      D.
        Platinum's Excluded Properties. The following properties and/or rights
        shall not be subject to Dimension's "first look" hereunder:

       

                    (i)        
        any property which Platinum has developed, is developing
        or hereafter develops at its U.S. (currently Beverly Hills) offices,
        specifically including, without limitation, any property created by or with
        Scott Mitchell Rosenberg (e.g., "Cowboy & Aliens", "Ghosting",
        etc.).

       

                    (ii)  any
        rights in any properties previously sold by Platinum to third parties (e.g.,
        if
        Platinum reserved sequel, remake and/or other rights in connection with the
        sale
        of "Cowboys and Aliens", such rights are not subject to the first look
        hereunder).

       

                   
(iii)  any
        property in which Platinum obtains any rights as a result of a pending
        settlement with Crossroads Entertainment (and certain affiliated companies)
        and
        Rob Liefeld and certain affiliated companies.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

                   
(iv)  The
        property currently entitled "Martin Y".

       

              (v)  Up
        to
        eight (8) properties in each of the Initial Term, the Second Term and the
        Third
        Term (all as defined below, and if and to the extent applicable) which Platinum
        may designate, in its sole discretion, as a property to be developed as a
        high-budget motion picture (i.e., with a Platinum proposed production budget
        of
        at least $30 Million Dollars) ("High Budget Project(s)"), provided that Platinum
        shall first present such High Budget Project(s) to Dimension hereunder with
        Platinum's rough budget proposal (which shall be confirmed in writing by
        Platinum promptly after such presentation), and the following shall
        apply:

       

                  (a)  if
        Dimension is not prepared to contractually commit to
        acquiring/developing/producing the applicable High Budget Project in accordance
        with Platinum's budget proposal (or at a higher budget) within the Dimension
        Response Period, then Platinum shall be free to develop, produce and exploit
        said High Budget Project(s) with one or more third parties without any further
        obligation to Dimension whatsoever.

       

                  (b)  if
        Dimension is prepared to contractually
        commit to acquiring/developing/producing the applicable High Budget Project
        in
        accordance with Platinum's budget proposal (or at a higher budget) within
        the
        Dimension Response Period, the parties will negotiate in good faith the terms
        and conditions thereof for a period of- 10 business days (which 10 business
        day
        negotiation period shall commence no later than the last day of the Dimension
        Response Period). If the parties cannot agree on such terms and conditions
        within said 10 business days, then Platinum shall be free to develop, produce
        and exploit said High Budget Project(s) with one or more third parties, provided
        that if Platinum is willing to accept financial terms which on the whole
        are
        equal to or less favorable to Platinum than those last offered by Dimension,
        Platinum shall offer Dimension the right to match such equal or less favorable
        offer.

       

              (vi)                any
        properties acquired by Platinum after the date
        set
        forth above, unless Dimension is prepared to contractually
        commit to develop and produce said properties as an English-language production
        budgeted between $14 and $30 Million and intended for general theatrical
        release
        in the U.S. within the Dimension Response Period and to recognize and comply
        with any applicable third party entitlements or requirements of which Platinum
        has notified Dimension in writing (provided that such properties shall otherwise
        be subject to the terms and conditions of paragraph 1 .B.(i)
        above).

       

      2.
        Term.

       

          A.  One
        year from the date set forth above
        ("Initial Term"). The parties agree that Dimension shall option at least
        one (1) property hereunder
        within the first ninety (90) days of the Initial Term hereunder,
        subject to
        Platinum's making available to Dimension,
        upon
        commencement of the Initial Term hereunder, a minimum
        of ten (10)
        properties which are available for option under the terms
        hereof. If at
        the conclusion of such ninety (90) day period,
        Dimension has
        not optioned a Platinum property hereunder,
        this agreement
        shall be automatically terminated without
        the need for any
        further action on the part of Platinum or Dimension.

       

          B.  In
        the
        event that Dimension shall have either:

          

              (i)  optioned
        three (3) properties from Platinum hereunder during the Initial Term,
        or

              (ii)  commenced
        principal photography (subject to events of force majeure as commonly understood
        in the motion picture industry or cast or director unavailability, but only
        if
        such persons have previously been made "pay-or-play" in writing), and provided
        that commencement of principal photography of any Feature Film shall only
        count
        for purposes hereof if any failure to complete production of the Feature
        Film in
        question is due only to events beyond the reasonable control of Dimension,
        of at
        least one Feature Film based on a purchased property hereunder during the
        Initial Term, then the Initial Term shall automatically
        be extended for an additional and consecutive twelve (12) month period ("Second
        Term") under the same terms and conditions hereof. If the requirements for
        such
        automatic extension of the Initial Term are not fully satisfied, then this
        agreement shall automatically expire at the end of the Initial Term without
        the
        need for any further action on the part of Platinum or Dimension, provided
        that
        any payments accrued and not yet paid in full to Platinum hereunder shall
        remain
        payable by Dimension. In the event that this agreement is extended for such
        Second Term, but Dimension fails to option at least one (1) Platinum property
        hereunder within the first ninety (90) days of such Second Term, then this
        agreement shall be automatically terminated without the need for any further
        action on the part of Platinum or Dimension, provided that any payments accrued
        and not yet
        paid in full to Platinum hereunder
        shall remain payable by Dimension.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

          C.             In
        the event that Dimension shall have (a) commenced
        principal photography during the Second Term (subject to events of force
        majeure
        as commonly understood in the motion picture industry or cast or director
        unavailability, but only if such persons have previously been made "pay-or-play"
        in writing, and provided that commencement of principal photography of any
        Feature Film shall only count for purposes hereof if any failure to complete
        production of the film Feature Film in question is due
        only
        to events beyond the reasonable control of Dimension, of at least two (2)
        Feature Films based on properties purchased hereunder, and (b) theatrically
        released during the Initial Term and/or Second Term at least two (2) Feature
        Films produced under this agreement on a minimum of twenty-five (25) screens
        (for each such Feature Film) with respect to a foreign-language Feature Film,
        and on a minimum of two hundred (200) screens in the United States with respect
        to an English-language Feature Film, then the Second Term shall automatically
        be
        extended for an additional and consecutive twelve (12) month period ("Third
        Term") under the same terms and conditions hereof. If the requirements for
        such
        automatic extension of the Second Term are not fully satisfied, then this
        agreement shall automatically expire at the end of the Second Term without
        the
        need for any further action on the part of Platinum or Dimension, provided
        that
        any payments accrued and not yet paid in full to Platinum hereunder shall
        remain
        payable by Dimension. In the event that this agreement is extended for such
        Third Term, but Dimension fails to option at least one (1) Platinum property
        hereunder within the first ninety (90) days of such Third Term, then this
        agreement shall be automatically terminated without the need for any further
        action on the part of Platinum or Dimension, provided that any payments accrued
        and not yet paid in full to Platinum hereunder shall remain payable by
        Dimension. The Initial Term, if and to the extent extended to a Second Term
        and
        a Third Term as provided herein, is sometimes referred to herein as the
        "Term".

       

      3. Overhead
        and
        Development Funds.

       

          A.  During
        the Initial Term, Dimension
        shall provide Platinum with a non-accountable, non-recoupable (except as
        provided in paragraphs 3.C and 5.A below) development fund ("Development
        Fund")
        of $150,000. The Development Fund shall be payable to Platinum in equal monthly
        installments, subject to the terms of paragraph 2 above. Platinum shall have
        the
        right to expend the Development Fund in connection with the acquisition and
        development of properties as Platinum shall determine in its sole
        discretion.

       

          B.  During
        the Initial Term, Dimension shall provide Platinum with a non-accountable,
        non-recoupable (except as provided
        in paragraph 3 .C below) contribution to Platinum's general overhead expenses
        ("Overhead Fund") of $250,000. The Overhead Fund shall be payable in equal
        monthly installments (subject to the terms of paragraph 2 above), and shall
        be
        expended by Platinum in its sole discretion, provided that expenditures incurred
        by Platinum in connection with any specific property after Dimension has
        optioned same hereunder shall be reimbursed by Dimension to Platinum upon
        submission of Platinum's invoices and accompanying "back-up" documentation
        therefor and are not intended to be included in said overhead Fund.

       

          C.            Notwithstanding
        that the Development and Overhead Funds
        are
        not recoupable from any financial entitlements of Platinum hereunder, Dimension
        shall have the right to include 100% thereof in the Negative Cost of the
        first
        Feature Film produced pursuant hereto, and thereafter shall apportion such
        Development and Overhead Funds equally among the Negative Cost of all Feature
        Films produced pursuant hereto (e.g., if two such Feature Films are produced,
        then 50% thereof shall be included in the Negative Cost of each such Feature
        Film, and so on).

       

      4.            Option/Purchase
        Prices.

       

          A.            In
        consideration for a two (2) year option to acquire
        the Rights to each property which Dimension elects to option in the Initial
        Term
        hereunder, the option fee shall be $300,000, payable upon execution of a
        mutually approved short- form-option agreement and Dimension's approval of
        chain
        of title (provided
        that   (a)
        such approval may not be unreasonably withheld,    (b)
        if no written objection thereto is furnished by Dimension
        to Platinum within seven (7) business days of Platinum's submission thereof
        to a
        Dimension business affairs executive, said chain of title shall be deemed
        accepted by Dimension for all purposes hereof, and (c) if any such written
        objection is so timely furnished by Dimension and Platinum shall not be able
        to
        cure the deficiency specified by Dimension to Dimension's reasonable
        satisfaction within fifteen (15) business days of Platinum's receipt of said
        notice, Platinum shall have the right to exclude said property front this
        agreement and to offer same to third parties, provided that (i) Platinum must first
        notify
        Dimension in writing of its intent to do so, and Dimension shall have a three
        (3) business day period from its receipt of said notification to accept said
        chain of title for purposes hereof and to pay the applicable option fee,
        and
        (ii) if the chain of title that Platinum intends to submit to a third party
        is
        materially different from that previously submitted to Dimension, Platinum
        must
        first submit the materially different chain of title to Dimension, which
        submission shall be treated in the same manner as an initial submission of
        chain
        of title and all of the foregoing provisions shall apply with respect to
        such
        second submission, except that Dimension shall only have five (5) business
        days
        to review same). The applicable option fee for the
        Rights to properties optioned in the Second Term if any, of the
        agreement shall be $400,000 and the option fee for properties optioned in
        the
        Third Term, if any, of the agreement shall be $550,000 (all payable as provided
        above).

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

          B.             In
        consideration for the acquisition of the Rights to
        each
        property which Dimension elects to purchase hereunder, Platinum shall be
        paid an
        amount equal to five percent (5%) of the amount by which such Feature Film's
        final direct negative cost (excluding only overhead, third party bond fees
        (if
        any), unspent contingency and direct, out-of-pocket financing costs, but
        inclusive of any fixed, as opposed to contingent, deferments) ("Negative
        Cost"),
        as certified to Platinum by the completion guarantor for the applicable Feature
        Film, or if there is no such Guarantor, by an appropriate executive of Dimension
        (provided that in all events Platinum shall have customary audit rights with
        respect to such Negative Cost) exceeds $2,000,000 (no cap shall exist with
        respect to the foregoing), which amount shall be payable to Platinum as
        follows:

       

              (i)  one
        half
        of said sum shall be calculated based on the "all-in" final production budget
        ("Budget") approved by Dimension for such Feature Film (which Budget shall
        be
        furnished to Platinum no later than upon commencement of principal photography
        thereof), and paid to Platinum no later than upon commencement of principal
        photography of said Feature Film, and the Rights to the applicable property
        shall then vest with Dimension only upon the payment to Platinum of such
        amount,
        and

       

              (ii)  the
        balance of said sum shall be calculated based on the Negative Cost and paid
        to
        Platinum within fifteen (15) business days of Platinum's receipt of the Negative
        Cost certification for such Feature Film, which certification shall be provided
        to Platinum within thirty (30) days of complete. delivery to Dimension of
        said
        Feature Film, and in any and all events such certification must be provided
        and
        the applicable payment made to Platinum prior to the earlier of (a) the date
        of
        the initial release or screening of such Feature Film (including in film
        festivals and press screenings) in any media, and (b) the date which is the
        two
        year anniversary of the commencement of principal photography of such Feature
        Film.

       

          C.             The
        option fees with respect to the Rights to any Feature
        Film sequels, prequels and/or remakes to any of the properties purchased
        hereunder shall be 150% of the applicable option fees payable for the original
        property, which option fees shall be payable to Platinum no later than
        commencement of principal photography of the sequel, prequel and/or remake
        in
        question, subject to paragraph 5.B below. The purchase price for the Rights
        to
        such Feature Film sequels, prequels and/or remakes shall be calculated and
        paid
        in the same manner as the purchase

      price
        for
        the first Feature Film as provided in paragraph 4.B above.

       

      5.
        Reversion.

       

          A.  In
        the
        event that Dimension has optioned a Platinum property hereunder and not
        commenced principal photography of a Feature Film based thereon within the
        two
        (2) year period following the option thereof (subject to events of force
        maj
        eure as commonly understood in the motion picture industry or cast or director
        unavailability, but only if such persons have previously been made "pay-or-play"
        in writing, and provided, however, that commencement of principal photography
        of
        any Feature Film shall only count for purposes hereof if any failure to complete
        production of the Feature Film in question is due only to events beyond the
        reasonable control of Dimension), then the Rights to such property shall
        revert
        to Platinum, subject to a lien in Dimension's favor in an amount equal to
        that
        portion of the Development Fund (if any) which was used by Platinum to
        acquire/develop the property in question, plus interest thereon in the amount
        of
        prime plus 1 %, to be repaid to Dimension upon set-up elsewhere, but in no
        event
        later than commencement of principal photography of any production based
        on such
        property set up elsewhere by Platinum. The amount reimbursable to Dimension
        pursuant to the foregoing shall also be subject to increase if and to the
        extent
        that Platinum also wishes to acquire the rights to any materials created
        by
        Dimension in connection with Dimension's development of such property, by
        an
        amount equal to Dimension's direct, out-of-pocket development costs incurred
        in
        connection with the creation of such materials plus interest thereon in the
        amount of prime plus 1% (to be repaid on the same basis as provided in the
        foregoing sentence).

       

          B.  dimension’s
        right to produce a Feature Film sequel (or prequel) and/or remake to any
        Feature
        Film produced pursuant hereto will revert to Platinum with no further obligation
        to Dimension if Dimension has not paid the option fee set forth above for
        such
        Feature Film sequel (or prequel) Rights within the time period ending on
        the
        earlier of (i) the date which is six (6) months after the date of the initial
        release of the prior Feature Film upon which such sequel, prequel or remake
        is
        to be based ("Prior Feature Film") in any media, and (ii) the date which
        is
        eighteen (18) months after the start of principal photography of such Prior
        Feature Film. Once the Rights to any such Feature Film sequel, prequel and/or
        remake have been so optioned, if Dimension has not commenced principal
        photography of a Feature Film based thereon within the two (2) year period
        following such option (subject to events of force majeure as commonly understood
        in the motion picture industry or cast or director unavailability, but only
        if
        such persons have previously been made "pay-or-play" in writing, and provided,
        however, that commencement
        of principal photography of any Feature Film shall only count for purposes
        hereof if any failure to complete production of the Feature Film in question
        is
        due only to events beyond the reasonable control of Dimension), then such
        Rights
        shall revert to Platinum, subject to the lien described in paragraph 5 .A
        above.
        For the avoidance of doubt, if such sequel, prequel and/or remake rights
        revert
        to Platinum as provided for herein, this shall mean that all rights in and
        to
        all elements (including, without limitation, characters, settings, devices,
        titles, etc.) of the Prior Feature Film(s) produced by (or on behalf of)
        Dimension shall revert to Platinum and Platinum shall have the right to exploit
        same without any further obligation to Dimension and Dimension shall no longer
        have any interest in said rights except in connection with Dimension's
        continuing exploitation of its Rights to such theretofore produced Feature
        Films.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      6.
        Additional Compensation. With
        respect to each Feature Film produced pursuant hereto, the following
        additional compensation shall be paid to Platinum or Scott Mitchell Rosenberg,
        as applicable:

       

          A.
        Platinum.

       

              (i)              Contingent
        compensation in an amount equal to ten
        percent (10%) of adjusted gross receipts received by or credited to Dimension
        from the exploitation of such Feature Film in any and all media and any sequels
        and prequels thereto (not cross-collateralized among any such Feature Films),
        with such adjusted gross receipts to be defined, calculated, accounted for
        and
        paid pursuant to a definition to be negotiated in good faith between the
        parties
        ("AGR"), from all sources throughout the world after "cash breakeven" (as
        such
        term is customarily understood in the motion picture industry) with an
“across-the- percent (12.5%) of AGR after "cash breakeven" with an "across-
        the-board" 25% distribution fee, and escalating further to fifteen percent
        (15%)
        of AGR at "initial actual breakeven" (as such term is customarily understood
        in
        the motion picture industry), provided that video receipts shall be calculated
        as follows:

       

                  (a)  on
        the
        basis of a 25% royalty for rental sales and 12-1/2% for sell-through sales
        (it
        being agreed that video royalties shall be based on the wholesale price and
        no
        distribution fee or costs or expenses shall be deductible therefrom);
        and/or

       

                  (b)  in
        the
        event that video exploitation is done on a "rentrak" or other rental revenue
        sharing basis, then 25% of Dimension's gross receipts therefrom (without
        any fees or costs whatsoever being deductible) shall also be included in
        gross
        receipts.

       

              (ii)                In
        connection with each Feature Film produced pursuant
        hereto, Platinum shall receive the following bonus payments, if any, which
        bonus
        payments shall be applicable against the Contingent Compensation payable
        pursuant to subparagraph 6.A(i) above:

       

                  (a)  With
        respect to a U.S. Feature Film (as defined below), bonus payments of (a)
        $100,000 if and when cumulative box office for the U.S. territory as reported
        by
        EDI reaches Fifty Million Dollars, (b) $100,000 if and when cumulative box
        office for the rest of the world exclusive of the U.S. territory (the "Foreign
        Territory") as reported by EDI, if readily available (or if such EDI statistics
        are not readily available, then as reported by Daily Variety), reaches Fifty
        Million Dollars, (c) $250,000 if and when cumulative box office for the U.S.
        territory as reported by EDI reaches Seventy-Five Million Dollars, (d) $150,000
        if and
        when cumulative box office for the Foreign Territory as reported by EDI,
        if readily available (or if such EDI statistics are not readily available,
        then
        as reported by Daily Variety), reaches Seventy-Five Million Dollars, (e)
        $250,000 if and when cumulative box office for the U.S. territory as reported
        by
        EDI reaches one Hundred Million Dollars and (f) $250,000 if and when cumulative
        box office for the Foreign Territory as reported by EDI, if readily available
        (or if such EDI statistics are not readily available, then as reported by
        Daily
        Variety), reaches one Hundred Million Dollars.

       

                  (b)  With
        respect to a Foreign Feature Film (as defined below), bonus payments of $100,000
        each if and when (a) cumulative box office for the Foreign Territory as reported
        by EDI, if readily available (or if such EDI statistics are not readily
        available, then as reported by Daily Variety),reaches an amount equal to
        four
        (4) times the Negative Cost of such Feature Film, (b) cumulative box office
        for
        the U.S. territory as reported by EDI reaches an amount equal to four (4)
        times
        the aggregate of (i) the direct, out-of-pocket print and advertising costs
        (if
        any) incurred by Dimension solely for the purposes of distributing such Foreign
        Feature Film in the U.S. territory, plus (ii) any direct, out-of-pocket dubbing,
        voice-over and/or subtitling costs (if any) incurred by Dimension solely
        for the
        purpose of distributing such Foreign Feature Film in the U.S. territory,
        plus
        (iii) any direct, out-of-pocket production costs (if any) incurred by Dimension
        solely for the purpose of distributing such Foreign Feature Film in the U.S.
        territory, but only to the extent such production costs are in addition to,
        and
        do not constitute part of, the Negative Cost of such Foreign Feature Film
        ( (i)
        , (ii) and (iii) being collectively referred to hereinafter as "FFF U.S.
        Distribution Costs"), (c) cumulative box office for the Foreign, Territory
        as
        reported by EDI, if readily during
        pre-production of the applicable Feature Film and ninety percent (90%) thereof
        on a weekly basis during principal photography of the applicable Feature
        Film
        (provided that such amounts shall be deemed to constitute an advance against
        a
        customary 20/60/10/10 payment schedule)'. To-the extent that the Negative
        Cost
        of such Feature Film is greater than the Budget, the payment of the balance
        of
        such executive producer/producer fee shall be paid to Platinum pursuant to
        the
        terms of paragraph 4.B.
        (ii)
        above (i.e., within fifteen (15) business days of Platinum's receipt of the
        Negative Cost certification for the applicable Feature Film). producer/producer
        fee payable as provided in subparagraph B.(i) available
        (or if such EDI statistics are not readily available, then as reported by
        Daily
        Variety), reaches an amount equal to five (5) times the Negative Cost of
        such
        Feature Film, (d) cumulative
        box office for the U.S. as reported by EDI reaches an amount equal to five
        (5)
        times the FFF U.S. Distribution Costs for such Feature Film, (e) cumulative
        box
        office for the Foreign Territory as reported by EDI, if readily available
        (or if
        such EDI statistics are not readily available, then as reported by Daily
        Variety), reaches an amount equal to five and one-half (5.5)
        times the Negative Cost of such
        Feature Film, and (f) cumulative box office for the U. S. as reported by
        EDI reaches an amount equal to five and one-half (5.5) times the FFF U.S.
        Distribution Costs for such Feature Film.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

                  (c)             With
        respect to all Feature Films, Dimension
        shall furnish the EDI and Daily Variety box office reports to Platinum via
        telecopier within three (3) business days of Dimension's receipt of
        same.

       

          B. Scott
        Mitchell Rosenberg.

      
         

                (i)             Scott
          Mitchell Rosenberg shall be entitled to an
          executive producer/producer fee in an amount equal to five percent
          (5%) of such Feature Film's Negative Cost (as certified and
          subject to Platinum's audit rights as provided above), with a compensation
          floor of $300,000 and a ceiling of $750,000, provided
          that if the Budget for the Feature Film exceeds $30 Million,
          then said ceiling shall be the greater of (a) $750,000  and
          (b)
          an amount equal to Scott Mitchell Rosenberg's then- prevailing
          producer fee "quote" (as such term is commonly understood
          in the U.S. motion picture industry). Said fee shall be
          initially calculated based on the Budget of the applicable Feature
          Film, and, based on such initial calculation, such amount shall
          be
          payable ten percent (10%) thereof on a weekly basis during
          pre-production of the applicable Feature Film and ninety percent    (90%)
          thereof on a weekly basis during principal photography
          of the applicable Feature Film    (provided that such
          amounts shall be deemed to constitute an advance against a customary
          20/60/10/10 payment schedule)'. To-the extent that the Negative Cost of
          such
          Feature Film is greater than the Budget, the payment of the balance of
          such
          executive producer/producer fee shall be paid to Platinum pursuant to the
          terms
          of paragraph 4.B.   (ii)
          above (i.e., within fifteen (15) business days of Platinum's
          receipt of the Negative Cost certification for the applicable Feature
          Film).

         

                (ii)               Scott
          Mitchell Rosenberg shall also be paid an executive producer/producer development
          fee ("Development Fee"), concurrently with the payment of the option fee
          for a
          Feature Film as provided in paragraph 4.A above, which Development
          Fee shall be applicable against the executive producer/producer
          fee payable as provided in subparagraph B.(i)  above,
          in
          an amount equal to $12,500 with respect to the fourth Feature Film produced
          pursuant hereto, and in an amount equal to $25,000 with respect to the
          fifth
          such Feature Film and all Feature
          Films thereafter produced pursuant hereto.

         

      

      7.              Minimum
        Budget. With respect to properties acquired by Dimension hereunder, if
        Dimension produces an English-language Feature Film based thereon (except
        for an
        English-language production which takes place in the United Kingdom with
        predominantly U.K. actors) ("U.S. Feature Film"), the Budget must be at least
        $14 Million. If Dimension produces a foreign-language Feature Film based
        thereon, or, an English-language Feature Film which takes place in the United
        Kingdom with predominantly U.K. actors ("Foreign Feature Film"), there shall
        be
        no minimum production budget. Dimension acknowledges that the foregoing is
        of
        the essence and a material term of this agreement.

       

      8.              Credits.
        With respect to each Feature Film produced by Dimension pursuant hereto,
        Platinum and Scott Mitchell Rosenberg (as applicable) shall be accorded and
        entitled to the following credits:

       

          A.  Scott
        Mitchell Rosenberg will receive, at his option, a shared Executive Producer
        or
        Producer credit. In addition, Platinum can elect to receive up to two more
        (shared) co-producer credits for 1-2 Platinum executives, at Platinum's sole
        discretion, provided that if Scott Mitchell Rosenberg and/or Platinum is
        obligated to accord any such executive an executive producer or producer
        credit
        with respect to a particular project, one of such additional credits shall
        be a
        (shared) executive producer or producer credit, provided that Platinum has
        notified Dimension in writing of such requirement by no later than concurrently
        with the submission to Dimension of the chain-of- title for such
        project.

       

          B.  Platinum
        shall be entitled to a Platinum Studios Production Company credit, immediately
        following the presentation credit, a Platinum Studios logo credit and a "Based
        upon a Platinum Studios Comic" or similar mutually agreeable corporate
        credit.

       

          C.           Dimension
        shall comply with all reasonable credit obligations
        incurred by Platinum to third parties in connection with Platinum's acquisition
        of the applicable property and furnished to Dimension in writing, provided
        that
        no such credit obligations shall require a credit above or more prominent
        than
        the Miramax presentation and/or production credit. The
        above
        credits will be accorded in all on-screen credits in the main titles on a
        separate card no less prominent than any other Producer, Executive Producer
        and/or Production Company credits, and in all paid advertising and publicity
        issued (or controlled)
        by Dimension or any of the Feature Film's distributors.
        Platinum and Dimension shall mutually approve, provided that in the event
        of any
        disagreement the decision of Dimension shall control, (a) any other Production
        Company credit, and (b) if Dimension wishes to accord more than one other
        Executive Producer and/or Producer credits, such additional Executive Producer
        and/or Producer credits.

       

      9.
Merchandising,
        Soundtrack Screenplay
        and Music  Publishing, Commercial
        Tie-Ups.

       

          A.  Any
        and
        all revenues derived from exploitation of merchandising, music publishing
        and/or
        soundtrack rights to a Feature Film produced by Dimension hereunder shall
        be
        accounted for separately with no cross-collateralization. With respect to
        the
        exploitation of such merchandising rights, Platinum shall control and administer
        same and Platinum shall be entitled to a 25% distribution fee and the right
        to
        recoup all out=of-pocket costs and fees; thereafter, the balance, if any,
        shall
        be split 50/50 between the
        parties hereto. With respect to the exploitation of such soundtrack
        rights, which Dimension shall control and administer, Platinum shall be paid
        a
        direct "separate pot" royalty equal to 5% of the suggested retail list price
        for
        worldwide sales of such album in all channels of distribution calculated
        with
        respect to all income from record one (1) but payable after Dimension recoups
        all direct out-of-pocket producing and marketing costs and expenses (excluding
        overhead) paid to unaffiliated third parties directly in connection with
        the
        exploitation of such soundtrack rights (as opposed to in connection with
        the
        applicable Feature Film associated with said soundtrack). With respect to
        the
        exploitation of such music publishing rights, which Dimension shall control
        and
        administer, Platinum shall be paid a direct "separate pot" royalty equal
        to 5%
        of the net amounts payable to Dimension from the exploitation thereof. With
        respect to the exploitation of screenplay publishing rights, which Dimension
        shall control and administer, Platinum shall be paid a direct "separate pot"
        royalty equal to 7% of the suggested retail price of published screenplays.
        The
        parties shall negotiate in good faith the terms of their respective
        participation in the revenues derived from commercial tie-ups.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

          B.  Platinum's
        logo and/or trademark (collectively, the "Mark(s)") shall appear on the outside
        packaging of all phonorecords (and tapes) in all configurations now known
        or
        hereafter devised, in all advertisements, on all marketing and promotional
        materials, and wherever the logo and/or trademark of the record distributor
        appears (it being acknowledged that if the approved billing block for the
        Feature Film is utilized, this shall suffice in respect of the foregoing).
        The
        Mark(s) shall be in the same size and prominence as any other logo and/or
        trademark. Platinum shall have the right to accord a shared executive
        producer credit to such individual as Platinum may designate. Such credit
        shall
        appear on the outside packaging of all phonorecords (and tapes) in all
        configurations known or hereafter
        devised and in all advertisements where any other executive producer credit
        appears. Such credit shall be in the same size, typestyle and prominence
        as the
        credit accorded to any executive producer in connection with such
        phonorecords.

       

      10.              Platinum
        Participation in Production. Platinum shall have
        mutual approval with Dimension of the final screenplay for any Feature Film
        (including sequels, prequels and remakes thereof), provided that as between
        Platinum and Dimension, Dimension's decisions shall control in the event
        of a
        disagreement, provided further, however, that Dimension agrees to comply
        with
        and be subject to any consultation and/or approval rights and procedures
        in
        favor of third parties of which Dimension has been notified in writing by
        Platinum concurrently with Platinum's submission to Dimension of the chain
        of
        title for such project. Platinum shall also have the right to approve of
        any
        third party profit participations accorded in connection with any Feature
        Film
        if and to the extent any such participations would dilute Platinum's profit
        participation hereunder. Dimension shall meaningfully consult with Platinum
        with
        respect to the budget, cast, director and final cut of each Feature Film
        (including sequels, prequels and remakes thereof). Platinum shall have the
        right
        (but not the obligation) to have a representative present at all reasonable
        times during all production and post-production activities (including, without
        limitation, on the set) for any Feature Film, at Dimension's cost, provided
        that
        the expenses for travel and accommodations and the per diem (and any other
        perquisites) to be furnished by Dimension to accommodate such presence are
        appropriate under the circumstances taking into account the Budget for the
        applicable Feature Film, provided that if the Budget for a Feature Film is
        equal
        to or exceeds $14 Million, then Platinum and Scott Mitchell Rosenberg shall
        be
        accorded Dimension's "first-class" treatment with respect to such presence,
        and
        provided further, that in all events, regardless of the Budget for the Feature
        Film, Platinum and Scott Mitchell Rosenberg shall be treated no less favorably
        than the most favorable treatment accorded any other person attached to such
        Feature Film in this regard. Platinum shall also have the right to have a
        representative present when and where rough cut sequences and dailies of
        any
        Feature Film are being shown, provided that to the extent any such rough
        cut
        sequences and/or dailies of the Picture are being separately circulated to
        any
        other persons for viewing, Platinum shall be separately sent a copy thereof
        for
        viewing at its offices. Platinum shall be added as an additional named insured
        on Dimension's commercial liability, production package and errors and omissions
        insurance policies for each Feature Film. Platinum shall be provided with
        a
        minimum of three (3) complimentary videocassette copies of each Feature Film
        produced pursuant hereto
        no
        later than when such Feature Film becomes generally commercially available
        on
        video, and shall have the right to purchase additional copies from Dimension
        at
        Dimension's cost (so long as such purchases thereof are not for further sale
        by
        Platinum). Platinum shall be provided with at least ten (10) invitations to any
        premieres of any Feature Film and/or screenings at film festivals where any
        such
        Feature Film is included, together with first-class travel and accommodations
        packages for three (3) persons (if available and used).

       

      11.                Representations
        and Warranties. Each party hereby represents
        and warrants to the other as follows:  (a)
        it has all necessary
        authority to make this agreement, upon its execution, the valid, binding
        and
        enforceable obligation of such party; (b) no consent, waiver or approval
        of any
        third party is necessary to its entering into and performance of this agreement
        or the consummation of the transactions contemplated hereby; and (c) this
        agreement, when duly executed, will constitute legal, valid and binding
        obligations of such party, enforceable against such party in accordance with
        the
        terms hereof (subject to equitable remedies and applicable bankruptcy,
        insolvency, fraudulent conveyance, reorganization or other similar laws
        affecting creditors' rights generally).

       

      12.                Confidentiality.
        Neither party shall disclose the existence or terms and conditions hereof
        to
        any third parties except (a) to the extent same has become public knowledge
        other than as a result of a disclosure in violation of this agreement, (b)
        to
        their respective attorneys, accountants or other financial advisors (who
        shall
        also be required to observe such confidentiality
        requirements), (c) as required (in the opinion of such counsel, accountants
        or
        other financial advisors) by applicable law, or legal, regulatory, governmental
        or similar process,    (d)
        to the extent reasonably necessary to enforce such de party’s
        rights hereunder and/or (e) pursuant to one or more mutually approved press
        release(s); provided, however, that each party
        shall also have the right to disclose its executive producer and/or producer
        fees hereunder to third parties for purposes of confirming and/or establishing
        "quotes" (as such term is customarily understood in the motion picture
        industry).

       

      13.            Notices.
        All notices which either party wishes to serve
        on the other shall be in writing,
        addressed as follows: to Platinum, Platinum Studios, LLC, 9744 Wilshire
        Boulevard, Suite 400,
        Beverly Hills, California 90212,
        Telecopier      (310)276-2799, Attention:
        Mr. Scott Rosenberg, with copies to Loeb &Loeb LLP,  10100
        Santa Monica Boulevard, Suite 2200, Los
        Angeles,California  90067,Telecopier (310) 282-2192, Attention:
        Stephen Saltzman,  Esq., and to William Morris Agency, Inc.,
        151 William Morris  Drive, Beverly Hills, California 90212,
        Telecopier (310) 859-  4250, Attention Mr. Paul Bricault; to
        Dimension, 375 Greenwich  Street, New York, NY 10013,
        Telecopier (212) 941-2015, Attention

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      Mr.
        Cary
        Granat; and 11 Beach Street, 5th Floor,
        New York,
        NY 10013, Telecopier (212) 219-4128, Attention: Mr. Brian Burkin. All notices
        may only be served by one of the following methods: personally, by certified
        or
        registered mail (return receipt requested), courier service, telegraph,
        facsimile or cable. Either party may designate a substitute address by written
        notice to the other. The date which is one (1) day following personal delivery,
        the date which is five (5) days after the deposit of such notice in the mail,
        the date which is one (1) business day after delivery thereof to be telegraph
        or
        cable office, the date which is one (1) business day after sending by facsimile
        (provided there is an electronic answerback confirmation of even date) or
        the
        date which is two (2) business days after delivery to a courier service,
        shall
        be deemed the date of service of any notice from either party to the other
        party.

       

      14.
        Governing Law; Forum; Dispute Resolution. This agreement shall be governed
        by
        the laws of the State of California applicable to agreements executed and
        wholly
        to be performed therein. The forum for the resolution of any dispute related
        to
        this agreement shall be the federal and state courts located in Los Angeles,
        California and the parties hereby submit to the in personam jurisdiction
        of said
        courts and hereby waive any claim that such courts are an improper venue
        or an
        inconvenient forum. In the event of a material breach by either party of
        its
        obligations hereunder, the other shall have the right to terminate this
        agreement and seek damages resulting from such breach, provided that if such
        breach is a failure by Dimension to pay monies when due hereunder, Platinum
        shall only have the right to terminate the agreement if Dimension has failed
        to
        cure such breach within five (5) business days of its receipt of written
        notice
        from Platinum of such payment default, provided further that in no event
        shall
        Platinum have the right to injunctive relief with respect to the exploitation
        of
        any Feature Film produced pursuant hereto. The prevailing party in any legal
        proceeding of any type related to this agreement shall receive, in addition
        to
        any other recovery, its actual attorneys’ fees and costs.

       

      
        	 MIRAMAX
                FILM CORP. 	 	 	 PLATINUM
                STUDIOS, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	
                By: 
/s/
                  Cary
                  Granat                                                                    

              	 	 	
                By
                  : /s/ 
                  Scott Rosenberg

              	 
	
                Its:
                  President  

              	 	 	
                Its:
                  Chairman

              	 
	
                 

              	 	 	
                 

              	 


      

       

       

      
        
          
          

        

        
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