Unassociated Document


    Exhibit
      10.6


    OPTION
      AGREEMENT


    


    


    


    


    
      	 DATED: 	As
              of August 1, 2004	 	 
	 	 	 	 
	 PRODUCER:	Platinum
              Studios, LLC	 	 
	 	Attention:
              Scott Mitchell Rosenberg	 	 
	 	9744   Wilshire
              Blvd., Suite 210	 	 
	 	Beverly
              Hills, CA 90212	 	 
	 	 	 	 
	 OWNER:	Top
              Cow Productions, Inc.	 	 
	 	Attention:
              Marc Silvestri or Matt Hawkins	 	 
	 	10350  Santa
              Monica Boulevard, Suite 100	 	 
	 	Los
              Angeles, CA 90025	 	 


    

    


     

    


        This
      document
      confirms the terms and conditions of the agreement  (the
      "Agreement") between Platinum Studios, LLC ("Producer")
      and Top Cow Productions, Inc. ("Owner") with respect to
      Producer's option to acquire certain rights in and to all  "Subject
      Properties"  (as defined below):

    


     

    
      	
              1.

            	
              DEFINITIONS:  For
                the purposes of this Agreement:

            


    

    


     

            (a)           (i)                    A
      "Property" means a particular comic book, graphic
      novel, or comic-book series or miniseries (including any character,
      story, concept, or artwork or other element thereof and
      all
      copyrights, trademarks, and similar intellectual property rights therein or
      thereto and the right to exploit same) including,
      without limitation, all past, present, and future versions
      thereof (all to the extent owned or controlled by Owner in
      each
      instance).

    


     

                (ii)                    Not
      to limit the generality of the foregoing, any
      "Property" shall include, to the extent owned or controlled by
      Owner,
      all original parts and elements of that Property. Without
      limiting the foregoing, a Property includes, to the extent
      owned or controlled by Owner, the comic-book name, copyright,
      trademark, and logo of that Property; the name, likeness,
      and image of each and every character, human or otherwise,
      original to and appearing in that roperty; the name, likeness
      and image of any original noncharacter asset or entity appearing
      in that Property; the script, plot, and storyline of that
      Property; and all art (other than in advertising) appearing in
      that
      Property.

    


     

                (iii)                    A
      particular Property shall include any derivative
      publication having essentially the same title and characters
      as the Property in question that is similar in tone, setting,
      and characters. For example, without limitation, a miniseries
      or second series based on Owner's "The Darkness" property
      set in the same universe and time and with the same art approach would be part
      of that Property, but a "Medieval Darkness"
      or "Li’l Darkness" mini-series or spin-off would be a different
      Property.

     

    
 

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (iv)                    Notwithstanding
      the foregoing or anything else
      to
      the contrary contained herein, a particular Property shall
      not
      be deemed to include any crossover issues, elements, or material, or any guest
      appearances by a character or element that is not a regular recurring part
      of
      that Property. Publications published or distributed by Owner that shall not
      be
      Properties, and characters or other elements from any publication of Owner
      that
      are
      not owned or controlled by Owner are sometimes referred to herein as "Excluded
      Material."

     

            (b)          An
      "AV Production" means a motion-picture, television, direct-to-video, or
      other audio-visual production.

     

            (c)          "Subject
      Properties" means all Properties owned or controlled
      by Owner, subject to paragraphs (a) and (c)(i) hereof
      and the other terms hereof.

     

            (i)             Notwithstanding
      anything to the contrary contained
      herein, the following Properties shall not be Subject Properties:

    


     

            (A)          Any
      Property that is the subject of an agreement
      with a third party (a "Committed Property") for development,
      production, or otherwise as an AV Production (as hereinafter
      defined) to the extent of such agreement, including, without
      limitation:  (1) the agreement with respect to animation and
      other
      rights in Owner's "Witchblade" Property between Owner and         (2)
      the agreement between Owner and Warner Bros. Television Production,
      a division of Time-Warner Entertainment Co., L.P., concerning
      Owner's "Witchblade" Property.

     

    For
      avoidance of doubt, any rights to a Committed Property that are not subject
      to
      such a third-party agreement (including,
      without limitation, any holdback or future- negotiation
      provisions) concerning that Committed Property shall, but to such extent only,
      be a Subject Property; or

     

            (B)          Any
      Property for which Owner is prohibited
      from granting the rights otherwise to be granted hereunder,
      or for which Owner does not own or control such rights (provided, however,
      that
      if Owner jointly owns or controls a Property
      [beyond Owner having any approval, consent, or consultation
      right or a financial participation, which such rights
      or
      participation alone shall not be deemed Ownership or
      control by Owner], then Owner shall not grant any Production rights
      to
      a third party to the extent of Owner's Ownership or control
      without Producer's prior written consent); or

    


     

            (C)          Without
      limiting paragraph 1(c)(i)(B) above,
      any Property for which another person or entity owns or controls
      any or all of the AV Production rights (including, without
      limitation, Wanted, Freshmen, "Zero," and the proposed John
      Ridley project); provided, however, that if (and to the extent)
      Owner acquires AV Production rights in such an excluded Property,
      then such Property shall be deemed a Subject Property hereunder.

    


     

            (ii)           Without
      limiting any of the foregoing, "Subject
      Properties" shall not include any rights that are currently
      granted or licensed to Spacedog, Inc. or GDH or to be licensed
      to Vidiator Technology (US) Inc. or any other wireless rights
      licensee.

    
      


       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       



     

            (iii)          Notwithstanding
      anything to the contrary contained
      herein, if pursuant to any agreement with a creator or licensor
      of a Property, Owner is required to relinquish, to assign,
      or to terminate any AV Production rights, then, to the extent
      Producer shall have not entered into a bona fide agreement with a third party
      for such rights, such rights shall no longer be subject hereto as a Subject
      Property (but only to that extent).

    


     

            (d)          A
      "Production" means an AV Production based on a Subject
      Property. The first commercial-length motion-picture, television,
      or direct-to-video Production intended for release to general
      public is sometimes referred to herein as the "First Production"
      for the Subject Property in question. Without limitation,
      animatics, games, flash-animation clips, trailers, ads,
      shorts, student films, webisodes, hand-held-device productions,
      and "interstitials," do not qualify to be a First Production.

    


     

    
      	
              2.

            	
              OPTION:

            


    

    


        (a)          In
      consideration of the payment to Owner of 250,000(the
      "Advance"), the receipt of which Owner acknowledges, which shall
      be
      applicable against and recoupable from any and all other payments to Owner
      hereunder, Owner hereby grants to Producer during
      the Option Period (as defined below) the exclusive and irrevocable
      option for each and every Subject Property to purchase
      all of the Rights (as defined below) in and to such Subject
      Property on and subject to the terms and conditions herein
      contained (individually an "Option" and collectively "Options").

    


     

            (b)           (i)                    The
      Option for any Subject Property shall be effective
      only during the Option Period (as hereinafter defined) for that Subject
      Property. Each "Option Period" shall consist of the Initial Option Period (as
      defined below) plus, if applicable, the First Extended Period (as defined
      below), and, if also applicable, the Second Extended Period (as defined
      below).

    


     

            (ii)                    The
      "Initial Option Period" for each Subject Property
      shall commence as of the date hereof (or, in the case of a
      Property that becomes a Subject Property after the date hereof, upon
      the
      date such Property becomes a Subject Property) and shall continue
      until December 31,2007.

    


     

            (iii)                    If,
      prior to the expiration of the Initial Option
      Period, Owner has received payments pursuant to this Agreement
      in the amount of $350,000 or more (inclusive of the Advance),
      then the Initial Option Period shall be extended for an additional
      period of thirty (30) consecutive months (the "First Extended
      Period") to June 30, 2010. Notwithstanding the foregoing,
      if Owner has not received payments of $350,000 or more by
      the
      expiration of the Initial Option Period, Producer may extend
      the Option Period through the First Extended Period by payment to Owner before
      the expiration of the Initial Option Period
      of
      the difference of the amounts received by Owner hereunder
      and $350,000. Owner acknowledges the receipt from Producer
      of    $425,000 as of the date of Owner's execution
      hereof.

    


     

            (iv)                    If
      prior to the expiration of the First Extended
      Period, Owner has received payments of $700,000or more  (inclusive
      of the Advance) hereunder, then the First ExtendedPeriod
      shall extend for an additional twelve (12) consecutive month
      period  (the "Second Extended Period"). Notwithstanding the foregoing,
      if Owner has not received payment of $700,000 or more hereunder by the
      expiration of the First Extended Period, Producer
      may extend the option Period through the Second Extended Period by payment
      to
      Owner before the expiration of the First Extended
      Period of the difference between the amounts received by Owner
      hereunder and $700,000.

    


     

            (v)                    In
      addition, if Producer shall have entered into
      a
      development agreement approved by Owner for a Production for
      a
      particular Subject Property, then Producer shall have the right
      to
      extend the option Period as follows for only that Subject
      Property (but not for any other Subject Property) by written
      notice thereof to Owner. Accordingly, the Option Period for such Subject
      Property shall, pursuant to the immediately preceding
      sentence, continue until the earlier of (A) such time as
      Producer exercises the Option with respect to such Subject Property,
      if ever, and (B) the date twelve (12) months after the described
      in the first sentence of this paragraph (at least as it relates
      to such roperty) and [2] the termination of such development agreement (at
      least
      as it relates to such Property); provided
      such twelve (12) month period shall toll during all periods
      that such Subject Property is the subject of an option agreement
      with a third party approved by Owner.

    


     

            (c)          If
      Owner shall receive during the Option Period, directly
      or indirectly, any bona fide professional inquiry whatsoever  (whether
      in writing or otherwise) regarding the availability
      and/or exploitation of any AV Production rights to any part of a Subject
      Property, including, but not limited to, the
      inclusion or adaptation of the Subject Property, or of any part thereof, in
      or
      for any form of AV Production, then Owner shall
      immediately notify Producer in writing of such inquiry, providing
      full details thereof, including, without limitation(to the extent Owner knows
      same) the name, company, postal and email addresses and telephone and facsimile
      numbers of any person making such inquiry, together with a full account of
      such
inquiry.
      If Owner fails to refer such an inquiry to Producer and then enters into an
      agreement with the inquirer within twelve (12)
      months from the expiration of Producer's rights related to the applicable
      Subject Property, Producer shall be irrevocably attached to the project, with
      fees and credit for Producer to be negotiated in good faith.

    


     

    3.          OPTION
      EXERCISE: Prior to the expiration of the Option Period
      for a particular Subject Property, and not later than upon commencement of
      principal photography of a First Production for such Subject Property, Producer
      shall exercise the option with respect
      to such Subject Property by (a) written notice to Owner of such commencement
      of
      principal photography of such First Production
      and (b) as a condition precedent to the effectiveness of such exercise, payment
      to Owner of the amount designated as "Owner's
      Share" in paragraph 4(a)(i) hereof (which such condition shall be deemed
      satisfied if Producer shall have received in full the purchase price for the
      First Production of such Subject Property
      pursuant to an agreement approved by Owner).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    4.           CONTINGENT
      COMPENSATION:

     

        (a)          Producer
      shall account for and pay to Owner the amounts of
      Adjusted Gross Revenues (as hereinafter defined), if any, designated
      as "Owner's Share" for each and every Production: 

     

        (i)                    For
      the first One Million Six Hundred Thousand
      Dollars    ($1,600,000) of Adjusted Gross Revenue for a
Production,
      Owner's Share shall equal fifty percent (50%) thereof and
      Producer's Share shall equal fifty percent (50%) thereof, 

     

        (ii)                    For
      the next Two Million Dollars ($2,000,000) of
      Adjusted Gross Revenue for that Production, Owner's Share shall
      equal forty percent (40%) thereof and Producer's Share shall
      equal sixty percent (60%) thereof, and

     

        (iii)                    For
      any other Adjusted Gross Revenue for that Production,
      Owner's Share shall equal fifty percent (50%) thereof and
      Producer's Share shall equal fifty percent (50%)thereof.

     

        (b)          The
      payments described in paragraph 4(a) hereof shall apply
      to
      each Production based on a Subject Property.

     

        (c)          Owner
      shall be solely responsible for all payments to any
      third
      party creators, writers, or any other underlying rights holders
      claiming by or through Owner, if any.

    


     

        (d)          "Adjusted
      Gross Revenues" for a particular Production means  100%
      of Gross Revenues  (as defined below) less only (to be
deducted
      on an off-the-top basis) any reasonable and out-of- pocket
      third-party agent, attorney, and manager costs (which such agent,
      attorney, and manager costs in the aggregate shall not exceed
      fifteen percent [15%] of Gross Revenues for that Production
      without Owner's consent [it being agreed that Owner shall
      consent to a larger amount for aggregate agent, attorney, and
      manager costs on any particular Production subject to Producer's
      guarantee that all aggregate agent, attorney, and manager
      costs for all Productions hereunder shall not exceed fifteen
      percent (15%) of all Gross Revenues]), and creative- artwork
      costs directly related to only such Production.

    


     

        (e)          "Gross
      Revenue" for a particular Production or Subject Property means any and all
      compensation actually received by or credited to Producer, Owner, Scott Mitchell
      Rosenberg ("Rosenberg"),
      Marc Silvestri ("Silvestri"), or Matt Hawkins ("Hawkins")
      or any Owner, subsidiary, affiliate, or agent of any of the foregoing related
      to
      or arising out of that Production or any other development hereunder of the
      Subject Property on which such Production is based or any other exploitation
      of
      the Rights hereunder   (all
      of which shall be aggregated and paid to Producer who
      shall
      then account for and pay to Owner hereunder in accordance
      with the terms hereof). Gross Revenues shall not include
      any amounts Owner, Silvestri, or Hawkins receives for any artwork,
      writing, or directing services, but shall include any settlements,
      awards, damages, or other nonsales amounts [except to
      the
      extent directly related to any derived for any services other
      than producing or consulting provided by Owner, Silvestri, or
      Hawkins]).

     

        (f)          Producer
      does not represent or warrant that there will be any Adjusted Gross Revenues
      from any Productions. Nothing herein shall be construed as vesting in Owner
      any
      right, title, or interest whatsoever in any Production or the gross receipts
      thereof, or any lien or charge thereon or assignment thereof.

     

        (g)          Owner's
      Shares of Adjusted Gross Revenues are and shall  at all times be
      Owner's separate property held in trust by Producer
      free and clear of any claims or encumbrances by any person
      or
      entity until paid to Owner.

    


     

    5.          STATEMENTS
      AND PAYMENTS:

    


     

        (a)          Producer
      shall maintain true, accurate, and complete books
      of
      account and records relating to any exploitation of Subject
      Properties hereunder and any other exercise of Producer's rights
      hereunder and/or any other receipt of Gross Revenues.

    


     

        (b)          Within
      thirty (30) days of receiving any Gross Revenues (but not less frequently than
      by the date thirty [30] days after the end of each fiscal calendar quarter),
      Producer shall furnish to Owner full and accurate statements in sufficient
      detail to show
      all
      relevant information relating to Gross Revenues and Adjusted
      Gross Revenues. Such statements shall be submitted to the address shown page
      1
      hereof. Simultaneously with the submission
      of each quarterly statement, Producer shall pay any amounts
      due to Owner. All statements shall become final and binding
      if Owner does not object thereto in writing within thirty-six
      (36) months of receiving the applicable statement.

    


     

    6.          THIRD-PARTY
      AGREEMENTS.  Producer shall not enter into any
      agreement with a third party with respect to any Rights or any
      Subject Property without Owner's approval thereof (which approval
      shall not be withheld or delayed unreasonably, and which shall
      take into account then-current industry standards for the type of exploitation
      contemplated by the proposed agreement). Notwithstanding
      anything to the contrary contained herein, Owner's
      right to approve third-party agreements shall extend to only
      to
      the parties involved and the material terms thereof.

    


     

    Producer
      may request that Owner preapprove certain parties or terms (either
      individually or as a list), and Owner shall approve or disapprove the submitted
      parties and/or terms within a reasonable
      period of time. Owner shall also have the right to approve
      the specific provisions of any third-party agreement or related
      document to the extent necessary to avoid a conflict with any other agreement
      or
      document to which Owner is a party or with any applicable law, treaty, or
      regulation, and to ensure compliance
      with Owner's other approval rights hereunder and the other
      terms hereof.

    


     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              7.

            	
              CREDIT:

            


    

    


     

        (a)          For
      each Production, Producer shall accord Owner the following
      credits (except to the extent Owner agrees otherwise in writing):

    


     

        (i)           Customary
      source material credit substantially
      as follows: "Based on the Top Cow Productions, Inc.[comic
      book, comic books, or graphic novel, as appropriate]" on screen,
      on a card to be shared with only any other source material
      (and, if shared, then in first position), in the main titles;

    


     

        (ii)           An
      "in association with" production credit for
      Owner
      on screen, in the main titles, shared, if at all, only with
      Producer's production credit and the production credit, if any,
      of
      any other person or entity approved by Owner; 


     

        (iii)          An
      Executive Producer credit for Silvestri and
      a
      Co-Producer or Co-Executive Producer credit for Hawkins, each on screen, on
      a
      card to be shared only with other executive producer credits or Co-Producer
      or
      Co-Executive Producer credits, as applicable, in the main titles.

     

        (b)          Except
      as specifically set forth in the Agreement, all characteristics
      of Owner's credits shall be in Producer's sole good
      faith discretion, provided that the size of type and on-screen
      duration for the credits for Silvestri and Hawkins shall be
      no
      less than the size of type of any credit for Rosenberg or any
      other
      producer; and the size of type and on-screen duration of
      Owner's source-material credit shall be not less than the size of type and
      of
      not less of a duration than any writing or other source-material
      credits.

    


     

        (c)          Owner's
      credits under this paragraph 7shall appear in all
      paid
      ads, inserts, and packaging wherever the billing block appears
      or wherever any writer, Producer, Rosenberg, or any other producer
      receives credit. Producer shall contractually require all
      distributors or other licensees to comply with the credit provisions
      set forth herein. Neither the inadvertent failure by Producer,
      nor the failure by any third party, to accord credit in accordance
      with the provisions of the Agreement shall be deemed a breach
      of
      the Agreement; provided, however, that upon Producer's receipt
      of written notice from Owner setting forth in reasonable detail
      any failure to so accord credit, Producer shall cause such failure
      to be cured on a prospective basis. If Owner (through  Producer
      or otherwise) shall receive more favorable credit provisions
      from any third party for a particular Production, then the
      terms
      hereof shall be amended to include such more-favorable terms
      in
      Owner's favor for such Production.

    


     

    
      	
              8.

            	
              GRANT
                OF RIGHTS:

            


    

    


     

        (a)          Subject
      to Owner's "Reserved Rights"(as defined below),
      upon Producer's exercise of the option for a Subject Property
      as herein provided, if ever, Owner hereby grants to Producer,
      exclusively in perpetuity and throughout the universe, all
      right, title and interest in only that Subject Property, which
      includes but is not limited to the following:

    


     

        (i)                     all
      copyrights and trademarks (and extensions and
      renewals thereof) and the goodwill associated therewith in such Subject
      Property;

    


     

        (ii)                    all
      motion-picture rights in such Subject Property;

    


     

        (iii)                    all
      television rights (pay, free, film, tape, cable,
      live and otherwise) in such Subject Property;

    


     

        (iv)                    merchandising
      rights in such Subject Property;
      provided, however, that "Property-Based Merchandising" [as
      defined below] is excluded;

    


     

        (v)                    theme-park
      ride-naming and live-public- performance
      rights in such Subject Property;

     

    
          (i)  all
        customary reasonable ancillary, allied and
        incidental rights in such Subject Property. Such rights shall include, by
        way of
        further illustration, sequel rights, but in each event subject to Producer
        receiving the following applicable payment from the applicable studio,
        production company, or other entity: (A) At least one hundred percent (100%)
        of
        the producer fees and rights payments and other payments -- fixed and/or
        contingent-- payable for the immediately preceding theatrical Production
        for any
        derivative theatrical Production, with such proportionate increases as any
        other
        producer receives

      and
        calculated, where applicable, based on the budget of the derivative Production;
        or (B) Such fees and rights payments and other payments -- fixed and/or
        contingent -- approved by Owner for any other exploitation of Rights in any
        and
        all media and by any and all means now known or hereafter devised (other
        than
        exploitations of Owner's Reserved Rights).

       



    


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      (vii)  music
        and
        music-publishing rights, soundtrack-album and other soundtrack exploitation
        rights, promotional and advertising rights in such Subject Property;
        and

       

      (viii)  the
        right
        to distribute, to transmit, to

       

       

      exhibit,
        to broadcast and otherwise to exploit all works produced pursuant to the
        rights
        granted hereunder by means of any and all media and devices whether now known
        or
        hereafter devised, and in any and all markets whatsoever, as well as the
        right
        of Producer in its discretion to make any and all changes in, additions to,
        and
        deletions from the Subject Property to the extent required for any agreement
        with a third party hereunder.

       

      (b)  All
        of
        the foregoing shall be sometimes collectively referred to herein as the
        "Rights." The Rights granted by Owner to Producer hereunder are in addition
        to
        -- and this Agreement shall in no way limit -- any right with respect to
        a
        Subject Property or the subject matter thereof that Producer may now or
        hereafter enjoy as a member of the general public.

       

      (c)  Owner
        reserves the following rights (the "Reserved Rights") in and to each Subject
        Property, subject to the terms and conditions set forth below.

       

      (i)                    Publishing
        Rights: Any and all publishing rights
        in
        and to such Subject Property (including, without limitation, the following
        rights), except, if Producer shall have exercised the Option for a particular
        Subject Property, Producer shall then have the right to publish excerpts
        from
        and summaries of such Subject Property, or any motion picture or other versions
        thereof based upon that Subject Property, for advertising and/or publicizing
        purposes only (not for sale or resale) of any work produced pursuant to the
        Rights and the right to publish souvenir booklets (for release only at those
        theaters exhibiting a Production based on that Subject Property and produced
        pursuant to the Rights granted hereunder) and "making-of-the-movie" and
        "coffee-table" type books relating to the Production, provided that no such
        publication shall contain excerpts or summaries taken from such Subject Property
        in excess of 7,500 words in the aggregate or ten percent (10%) of the text
        of
        the Subject Property in the aggregate, or ten percent (10%) of the illustrations
        from the Subject Property in the aggregate (whichever
        is less), but not to exceed fifteen (15) full comic- book pages or the
        equivalent for the Subject Property for any particular Production (and subject
        to Owner's right to approve any such publication). The foregoing limitation
        is
        not intended to and shall not preclude Producer's publication of advertising
        and/or publicity materials in installments, subject to the foregoing
        limitations. With respect to any "making-of-the-movie" type books, such book(s)
        shall be titled differently than the Subject Property (but such title may
        contain the title of the Subject Property such as "The Making of the Film"),
        and
        Owner's name will not appear on the cover, the title page of the spine thereof
        other than as part of the billing block or credit list, if any, for the
        underlying picture, but Owner shall be accorded such copyright and trademark
        notices as Owner designates, as well as an "appears courtesy of Top Cow
        Productions, Inc." credit in any such book or periodical:

       

      (A)  Print
        Editions: The right to print, publish, sell, and otherwise distribute print
        editions of any Subject Property in comic-book, graphic-novel, or other book
        form, whether hardcover or softcover, and in magazines or other periodicals,
        whether in installments or otherwise, including, without limitation, in
        comic-book or comic-strip form, and on posters or trading cards or any other
        print format.

       

      (B)  Recorded
        Readings: The right to publish, sell, and otherwise distribute recorded readings
        of any Subject Property in the form of audiocassettes, CDs, DVDs, or other
        audiodiscs or similar audio devices.

       

      (C)
        Digital or other Electronically Read or Transmitted Editions: The right to
        publish the text and/or illustrations of any Subject Property (or text and/or
        illustrations based thereon [including, without limitation, novelizations
        or
        wallpapers]) in the form of, without limitation, CD-ROM, DVD, videocassette
        tape, or similar electronically or optically read devices, and by means of
        any
        electronic, digital, or other transmission on-demand or over the Internet
        or any
        other network or system or on or by cell phones or other handheld devices.
        Such
        editions may contain moving (but not fully animated) or nonmoving illustrations
        or effects and music and/or narration; but shall not be deemed AV
        Productions(animated or otherwise) (it being agreed that Owner's use of moving
        illustrations in any edition hereunder or of any flash or other web-site
        animation for promotional or advertising purposes shall not -- taking into
        account

      duration,
        quality, and extensiveness of the moving illustrations or animation -- conflict
        with Producer's rights hereunder).

       

      (ii)  Property-Based
        Merchandising: Property-Based Merchandising rights are reserved to Owner
        throughout the universe and in perpetuity. "Property-Based Merchandising"
        shall
        mean any merchandising items, regardless of whether licensed or otherwise
        exploited by Owner (or Owner's successor[s], licensee[s] and/or assignee[s]),
        which are derived from and/or based upon a Subject Property; provided, however,
        that it is understood and agreed that Property-Based Merchandising rights
        do not
        include the right to use any "Picture Elements" (defined as any element that
        is
        unique to a Production), but do extend to any other reserved right. Owner
        shall
        consider in good faith any third-party reasonable proposal to allow such
        party
        to share in increases in Owner's merchandising revenues for a particular
        Subject
        Property if such proposal is part of an overall acquisition of AV Production
        rights to that Subject Property and if a game based on such Subject Property
        shall have not been released during the relevant time period for calculating
        such third party's share in increases in Owner's merchandising revenues for
        that
        Subject Property.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (iii)  Reserved
        Copyrights and Trademarks: To the extent of the other Reserved Rights hereunder,
        Owner reserves all copyrights in each Subject Property. Also to the extent
        of
        the other Reserved Rights hereunder, Owner reserves any trademark rights
        in each
        Subject Property in Owner's own name which shall be limited solely to trademark
        classes corresponding to the Reserved Rights.

       

      (iv)                      Game
        Rights: Owner reserves all game rights

       

      (handheld,
        interactive, internet, wireless, video, and otherwise) in and to each Subject
        Property. The Rights for a particular Subject Property may, nonetheless,
        if
        necessary to close an agreement for an AV Production for a particular Subject
        Property, include the right to produce and to exploit interactive games based
        on
        that AV Production (but not of the underlying Subject Property itself) subject
        to any pre-existing agreement for the game rights to that Subject Property
        (including, without limitation, Owner's current and/or planned agreements
        with
        Eido s Interactive, Union Entertainment, or any individual game company (or
        any
        successor thereto), and any successor or replacement agreements). In such
        instance, Owner shall be willing to be subject to reasonable and customary
        holdback periods governing Owner's exploitation of game rights to the Subject
        Property in question.

       

      (d)  Owner
        shall have no right to utilize any elements from any work produced hereunder
        pursuant to the Rights or any new or changed material created by or for Producer
        in the exercise of the Reserved Rights or otherwise (but nothing contained
        herein shall in any way limit any rights Owner may now or hereafter enjoy
        as a
        member of the general public); provided that if Producer does not exercise
        the
        option for a particular Subject Property, Producer's use (if any) of such
        new or
        changed material shall be subject to Owner's rights therein and thereto).
        Notwithstanding the foregoing, but subject to any bona fide third-party
        agreements, any ideas, suggestions, or elements suggested, required, or added
        by
        Producer shall become Owner's property, which Owner shall be free to use
        without
        any obligation to Producer.

       

      (e)  In
        connection with the exercise by Owner of any of the Reserved Rights hereunder,
        Owner shall have the right (notwithstanding anything to the contrary contained
        herein) to advertise and to publicize same in any and all media, now known
        or
        hereafter devised (including, without limitation, radio and television)
        throughout the universe.

       

      9.             REACQUISITION:

       

          (a)                      If
        Producer exercises the Option for a Subject Property but
        does
        not commence principal photography of the First Production
        based thereon within three (3) years after the date of
        such
        exercise (which three-year period may be extended by Producer for an additional
        two [2] years by the payment to Owner of $100,000 at any time prior to the
        expiration of the initial three-year period), such rights, as well as any
        material developed by or for Producer in connection with the Property (and
        any
        and all rights in and to such material) shall automatically revert to and
        be
        assigned and transferred to Owner, subject to any third-party agreements
        or
        rights to such material (to the extent specifically and expressly approved by
        Owner)and also subject, if applicable, to a lien in Producer's favor (which
        lien
        shall be extinguished not later than the date Owner enters into a Production
        option, purchase, or license agreement with a third party with respect to
        the
        reverted Subject Property) for the following amounts:

       

      (i)  An
        amount
        equal to all amounts paid to Owner therefor hereunder; and

       

      (ii)  The
        actual direct out-of-pocket cost paid to

       

      third
        parties of creating such material developed by or for Producer plus simple
        interest on only those costs at the "prime rate" of Bank of America or at
        Producer's standard interest rate,

      whichever
        is lower.

       

      (b)            In
        the event of such a reacquisition by Owner, Producer shall
        remain attached to the reverted Subject Property in accordance with and subject
        to the terms hereof (including, without limitation, the applicable time periods
        specified in paragraph 2 hereof). The provisions of this paragraph 9(b) are
        not
        assignable by Producer.

       

      10.   
        ANNOTATION:
        If a Subject Property is based in whole or in part on a true story, Owner
        shall
        annotate or cooperate with Producer in annotating the Subject Property following
        Producer's customary and reasonable annotation guidelines and deliver the
        annotation to Producer on a date to be reasonably designated by
        Producer.

       

      11.  SECURITY
        INTEREST: Producer hereby grants to Owner a first- position security interest
        (subject only to prior existing liens as of the date hereof) in and to all
        rights licensed or granted hereunder to secure Owner's rights hereunder,
        including the right to receive income. Producer shall execute any documents
        Owner reasonably requires, including Mortgages of Copyright and UCC- 1 Financing
        Statements, to perfect Owner's security interest.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      12.  VIDEO
        CASSETTE/DVD:      Owner shall be entitled to
        receive one
        (1)
        videocassette and one (1) DVD copy of each Production or other program produced
        hereunder at such time, if ever, as they become commercially
        available.

       

      13.  PREMIERES:
        Silvestri and Hawkins and one guest apiece shall be invited to the first
        United
        States premiere of any Production.

       

      14.
        TERMINATION:

       

      (a)            Owner
        shall have the right to terminate the Option

       

      Period
        and any rights granted hereunder that are not the subject of an agreement
        with a
        third party immediately upon notice to Producer, if Scott Rosenberg is no
        longer
        running the day-to-day affairs of Producer or otherwise is no longer affiliated
        with Producer.

       

      (b)                      The
        Option Period and any rights granted hereunder that are
        not
        the subject of an agreement with a third party shall automatically and
        immediately terminate in the event (i) Producer is bankrupt, insolvent, or
        in
        receivership, reorganizes, or consents to the appointment of a receiver,
        liquidator, trustee, or assignee in bankruptcy, or any action or proceeding
        under any bankruptcy or insolvency law is taken by, for, or against

      Producer
        (other than a claim filed by Producer as a creditor), or (ii) Producer makes
        or
        attempts to make an assignment for the benefit of creditors or a composition
        with creditors.

       

      15.            
        STANDARD TERMS AND CONDITIONS:    The balance of the terms
of
        this
        Agreement consists of Producer's Standard Terms and Conditions ("Standard
        Terms
        and Conditions"), attached hereto and incorporated herein by
        reference.

       

      If
        the
        foregoing accurately reflects the agreement between the parties, please so
        indicate by signing below.

       

      AGREED
        AND ACCEPTED: PLATINUM STUDIOS, LLC

       

      
        	
                By: 
                  /s/ Scott Mitchell Rosenberg

              	 


      

      Scott
        Mitchell Rosenberg

       

      Its:

       

      TOP
        COW
        PRODUCTIONS, INC.

       

      
        	
                By:
                  /s/ Matt Hawkings

              	 


      

      Matt
        Hawkins

       

      Its:
        President

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      STANDARD
        TERMS AND CONDITIONS

       

      Following
        are the Standard Terms and Conditions of the Agreement between Producer and
        Owner in connection with the Subject Property. All defined terms set forth
        in
        these Standard Terms and Conditions shall be deemed to be defined as set
        forth
        in the Agreement. In the event of any conflict between the Standard Terms
        and
        Conditions and the main Agreement, the provisions of the main Agreement shall
        control.

       

      A.  RENTAL
        AND LENDING RIGHTS: To the extent required under any agreement with a
        third-party distributor, financier, studio, or production company, Owner
        hereby
        waives the benefit of any provision of law known as "droit moral" or moral
        rights of authors or any similar or analogous law or decision in any country
        of
        the world. Owner, on Owner's own behalf and on behalf of Owner's
        successors-in-interest, heirs, executors,

       

      administrators
        and assigns hereby assign to Producer in perpetuity all rental and lending
        rights under national laws

       

      (whether
        implemented pursuant to the EC Rental and Lending Rights Directive or otherwise)
        to which Owner may now be or hereafter may become entitled therefrom. Owner
        agrees, on Owner's own behalf and on behalf of Owner's successors-in-interest,
        heirs, executors, administrators and assigns, not to institute, support,
        maintain or permit directly or indirectly any litigation or proceedings
        instituted or maintained on the ground that Producer's (or its designee's)
        exercise of the rights granted to Producer in the First Production in any
        way
        constitutes an infringement or violation of any such rental or lending right
        as
        aforesaid. Owner hereby acknowledges that the consideration to which Owner
        is
        entitled pursuant to this Agreement includes consideration for the assignment
        of
        rental and lending rights provided for in this paragraph and that the said
        consideration is an equitable and adequate part of the revenues derived or
        to be
        derived by Producer from the said rights.

       

      B.  AUTOMATIC
        EXTENSION OF OPTION PERIOD: The Option Period for a particular Subject Property
        shall be extended automatically with respect to that Subject Property as
        follows
        and as

       

      applicable:

       

      (1)
        Force
        Majeure: The Option Period shall be extended by a period of time equal to
        the
        period of time of any event of force maj eure which shall interrupt, delay
        or
        otherwise

       

      materially
        interfere with the development, pre-production or production of the First
        Production (including, without

      limitation,
        any strikes, walkouts, lockouts or other labor unrest

      in
        the
        entertainment industry) not to exceed six months, but only the Option Period
        for
        Productions directly affected by any such event.

       

      (2)
        Unresolved Claims: Without limiting any other rights Producer may have
        hereunder, Owner agrees that if there is any claim, arbitration or litigation
        (collectively "Claim") alleging

       

      a
        material breach of Owner's representations and warranties with respect to
        the
        First Production of the Subject Property in question, and by reason of which
        Producer elects in its sole good-faith judgment to suspend development,
        pre-production

       

      and
        production activities in connection with that First Production, the Option
        Period for that Subject Property shall be extended for any period during
        which
        such Claim is outstanding (such suspension and extension shall not exceed
        six
        [6] months unless an action is commenced). At any time during the pendency
        of
        any such Claim, Producer may, in addition to all its other legal and equitable
        remedies, rescind this Agreement and, in such event and if Owner is actually
        in
        material breach hereof, Owner shall pay Producer any and all monies received
        from Producer in connection with the Subject Property. Each party's
        representations, warranties and resultant obligation to indemnify the other
        in
        the event of any breach hereof shall survive rescission of this
        Agreement.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      Producer
        shall give Owner written confirmation of any such extension promptly after
        the
        commencement thereof.

       

      C.  NO
        OBLIGATION TO USE:   Producer shall have no
        obligation

       

      actually
        to exercise any of the rights granted to Producer hereunder, or to produce,
        or
        exploit a First Production, or to continue production, or exploitation, if
        commenced.

       

      D.  BOOKS
        AND
        RECORDS; AUDIT RIGHTS:

       

      Not
        more
        than once per year, Owner shall have the right, on not less than ten ( 10)
        business days' prior notice to examine and to audit all books of account
        and
        records in Producer's possession or under its control relating to this agreement
        (including any software or digital records). Such audits shall be conducted
        by
        an independent accounting firm at Producer's premises or where Producer keeps
        such books and records (provided such location shall be within the State
        of
        California). Owner shall not audit the same records more than once; provided,
        however, that an audit for one year may include an audit for any previous
        year
        for which no audit was conducted. Such audits shall be at Owner's cost and
        expense, except that if an audit establishes
        a deficiency of more than five percent (5%), all actual
        and reasonable costs and expenses of and incurred by Owner in connection
        with
        such audit shall be paid by Producer, along with the amount of the deficiency
        plus interest thereon.

       

      Owner's
        exercise, in whole or in part, of its right to inspect or to audit records
        and
        accounts (or of any other right herein granted), the receipt or acceptance
        by
        Owner of any statement, payment, and/or report or the deposit by Owner of
        any
        payment from Producer shall be without prejudice to any other rights or remedies
        of Owner and, without limiting the foregoing, shall not stop or prevent Owner
        from thereafter disputing the completeness, accuracy, and/or correctness
        of any
        such statement, report, or payment at any time and, in the event that any
        inconsistencies or mistakes are discovered in any statements or payments,
        Producer shall immediately rectify same and make the appropriate payments
        in
        accordance with this Agreement's terms.

       

          Time
        is of
        the essence with respect to all payments to be made
        hereunder to Owner. If Producer fails to make payment when due of any monies
        owed hereunder, then, without limiting any of Owner's rights or remedies,
        Owner
        shall be entitled to interest on such overdue amount at a rate equal to seven
        percent (7%) per annum, or such lower rate as may be the maximum rate permitted
        under applicable law, during the period between the date the payment first
        becomes due and the date such amount is actually paid.

       

      E.
        WARRANTIES: Owner represents and warrants as follows

       

      (1)  Owner
        has
        not and will not enter into any commitment which will conflict materially
        in any
        way with any of Owner's contractual obligations under any of the provisions
        hereunder.

       

      (2)  Owner
        has
        not done or omitted to do and will not do or omit to do any act or thing
        by
        license, grant or otherwise, which will (or probably will) impair or encumber
        materially any of the rights herein granted, or interfere with the full
        enjoyment of said rights.

       

      (3)
        Except for any Excluded Material, Owner is the sole Owner of all rights herein
        granted and has full power and authority to grant said rights to Producer
        and
        Owner has not granted, encumbered, or otherwise disposed of in any manner
        to
any
        person.

       

          (4)  Except
        for any Excluded Material, Owner has not exploited any Subject Property (or
        any
        version or adaptation thereof), as an AV Production anywhere throughout the
        world.

       

          (5)  Each
        Subject Property is or shall be original with Owner (or Owner's licensors
        or
        predecessors in interest) or in the public domain. To the best of Owner's
        knowledge, the Subject Properties do not and shall not violate the copyright
        or
        any other right of any third party; and are not presently the subject of
        any
        litigation or of any claim that is likely to give rise to
        litigation.

       

      F.  INDEMNIFICATION/E&O:
        Owner agrees to indemnify Producer against and to hold Producer harmless
        from
        any damages, liability, losses, costs, expenses, obligations or claims
(including
        reasonable outside attorneys' fees) (collectively "Claims") arising out of
        a
        breach of Owner's obligations, representations and warranties hereunder that
        are
        reduced to an adverse judgment or settlement with Owner's consent (not to
        be
        withheld or delayed unreasonably).

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      Producer
        agrees to defend and to indemnify Owner and to hold Owner harmless from any
        Claims arising with respect to (i) material added to the Subject Property
        by
        Producer or at

       

      Producer's
        request and/or based on any information which is known to Producer which
        conflicts with Owner's annotation; and (ii) the development, production,
        exhibition, promotion, advertising, publicity, or exploitation of any Production
        (except to the extent arising out of the breach of Owner's obligations,
        representations, or warranties hereunder).

       

      Owner
        shall be an additional insured on any errors & omissions/media perils
        insurance policy for each Production.

       

      G.  REMEDIES:
        Owner's sole and exclusive remedy for any breach, termination or cancellation
        by
        Producer hereof or any term hereof (including any term pertaining to credit)
        shall be an action for damages and Owner irrevocably waives any right to
        rescission or equitable or injunctive relief.

       

      H.  ASSIGNMENT:
        Each party hereto shall have the right to

       

      assign
        this Agreement and all or any part of its rights hereunder, provided that
        no
        such assignments shall relieve such party of its obligations
        hereunder.

       

      I.  NOTICES:
        Notices hereunder shall be in writing and shall be given
        by
        certified or express mail, courier, or personal delivery to
        the
        appropriate party, and the date of such personal delivery, or the date three
        (3)
        days after the date of such mailing or courier dispatch shall be the date
        of the
        giving of such notice.

       

      All
        approvals hereunder may be given by email. A copy of all notices to Owner
        shall
        be sent concurrently to Law Offices of Harris M. Miller II, P.C., 8424A Santa
        Monica Boulevard, #127,
West Hollywood, CA
        90069-4267. Owner shall be copied on any document,
        instrument, draft, and/or correspondence Producer sends or receives concerning
        any Subject Property or Production.

       

      J.  ADDITIONAL
        DOCUMENTS: Each party shall execute any customary
        documents and do any other acts consistent with the terms set forth herein
        as
        may be reasonably required by the other (or its or their assignees or licensees)
        to further evidence
        or to effectuate their rights as set forth in this Agreement. Upon either
        party's failure promptly to do so after reasonable notice and opportunity
        to
        review any such document, such party hereby appoints the other party hereto
        as
        such party's attorney-in-fact for such purposes (it being acknowledged that
        such
        appointment is irrevocable and coupled with interest) with full power of
        substitution and delegation. Each party shall promptly furnish the other
        party
        with a copy of any such document executed by such party hereunder. Upon exercise
        of the option with respect to any Subject Property and subject to all of
        the
        other terms hereof, Producer shall complete the form Short-Form Assignment
        attached hereto with respect to that Subject Property and Owner shall promptly
        execute it.

       

      K.  CONFIDENTIALITY:
        Neither party will disclose any material provision
        of this Agreement to any third party unless reasonably necessary to do so.
        Additionally, Owner shall not issue publicity for any Production without
        Producer's prior consent, except that Owner may issue publicity which relates
        primarily to a Subject Property in which any Production and/or Producer and/or
        any personnel in connection therewith are mentioned incidentally, provided
        that
        such reference is not derogatory of any Production. Neither party shall disclose
        to any third party (except on a confidential basis to their business
        representatives) any proprietary information relating to any Production or
        to
        the other party (or their parent companies, subsidiaries and
        affiliates)(including, without limitation, the budget of any Production,
        the contents of any contingent compensation statement or the terms of any
        agreements pertaining to any Production), without prior written consent of
        the
        other.

       

      L.  BREACH:
        Neither party shall be deemed in breach hereunder unless the party has received
        written notice setting for the alleged breach and then fails to cure the
        alleged
        breach within thirty (30) days of the date thereof(five [5] business days
        for
any
        payment or accounting obligation).

       

      MISCELLANEOUS:
        The Agreement, with the Standard Terms and Conditions, contains the full
        and
        complete understanding between the parties and supersede all prior agreements
        and understandings pertaining hereto and cannot be modified except by a writing
        signed by each party. This agreement is governed by the laws of the United
        States and of the State of California, and both parties consent to the
        jurisdiction of the state and federal courts residing in the County of Los
        Angeles to adjudicate any disputes with respect hereto. If any action or
        any
        other proceeding is brought for the enforcement of this agreement, or if
        a
        dispute arises under this agreement, the successful or prevailing party shall
        be
        entitled to recover actual and reasonable outside attorneys' fees and other
        costs incurred in that action or proceeding, in addition to any other relief
        to
        which it may be entitled. Any party in whose favor a judgment has been entered
        shall also be entitled to recovery of its attorney's fees and costs in enforcing
        such judgme



    
      
        
        

      

      
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