ex109.htm


    Exhibit
      10.9

     

     

    
      	 Sergio	 Via
              M. Buonarroti 38 - 20145 Milano
	 Bonelli	 Tel.
              02/48195681
	 Editore	 Fax.
              02/48195682
	 S.p.A.	 


    

     

     

    Milan,
      July 2, 1997

     

     

    To
      whom
      it may concern:

     

     

    The
      undersigned hereby confirms that Sergio Bonelli Editore is the publisher and
      sole copyright owner of the comic strip* series
      "Dylan Dog"
      created by Tiziano Sclavi.

     

    We
      also
      confirm that Mr. Ervin Rustemagic and his Dutch corporation SAF B.V. control
      all
      the motion picture, television, animation, multimedia, merchandising and all
      other allied and ancillary rights in any and all media (now known or hereafter
      devised) in and to the above series and their characters and other content
      worldwide, and have the exclusive authorization to license and sublicense these
      rights to third parties.

     

    
      	 	SERGIO
              BONELLI EDITORE
              S.p.A.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Giulio
              Terzaghi	 
	 	 	Giulio Terzaghi	 
	 	 	Managing
              Director	 
	 	 	 	 


    

     


    
      
        
        

      

      
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    As
      of
      July 2, 1997

     

    
      
        	 PLATINUM
                STUDIOS, LIZ  	 SAF
                B.V
	 9744
                Wilshire Blvd.  	 Kommendijk
                4, 7004 HH
	 Suite
                400     	 Doednchezn
	 Beverly
                Hills, CA 90212  	 Attn:
                Mr. Ervin Rustemagic
	 Atm;
                Mr, Ervin Rusts:magic	 
	 Attention:
                Mr. Scott Mitchell Rosenberg	 


      

    

     

    Re:
      "Dylan Dog" 

     

     

    Gentlemen;

     

    The
      undersigned has read and understands the agreement attached hereto
      ('Agreement"), entered into between SAF B.V. ("SAF") and Platinum Studios,
      LLC
      ("Platinum") with respect to the above-referenced comic book series
      ('Property"), and, as a material inducement to Plattinum. to enter into said
      Agreement, hereby (1) confirms that the undersigned has granted to SAT
      all rights granted by SAF to Platinum in the Agreement, (ii) joins in the grant
      of rights to Platinum as provided for therein (to the extent any such
      rights are still owned or controlled by the undersigned), and (iii)
      makes the same representations, warranties, indemnification, wavers and
      covenants to Platinum as are contained in paragraphs 11, 12 and 13 thereof.
      In
      fartherance of the foregoing, the undersigned shall execute a short-form
      assignment in favor of SAP substantially in the form of Exhibit "A" attached
      hereto.

     

    The
      undersigned further agrees to look solely to SAF for the payment of any
      consideration or compensation that may be due to the undersigned in connection
      with the Agreement and all rights granted by the undersigned in or to
      the Property, SAF and the undersigned hereby agree that such compensation is
      an
      amount equal to ninety-nine percent (99%) of the compensation payable to SAF
      under the Agreement.

     

    Very
      truly yours,

     

    
      	 	SERGIO
              BONELLI EDITORE S.P.A.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Giulio
              Terzaghi	 
	 	 	Managing
              Director	 
	 	 	
            	 
	 	 	 	 


    

     

    ACKNOWLEDGED
      AND AGREED;

     

    PLATINUM
      STUDIOS, LLC

     

    By:
Scott
      Mitchell Rosenberg

    Its:
Chairman

     

    SAF
      B.V.

    
      By:
Ervin
        Rustemagic

      Its:
        __________________________

    

    


    
      
        
          
          

        

        
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    EXHIBIT
      "A"

    ASSIGNMENT

     

     

    For
      good
      and valuable consideration, the receipt and adequacy of of which is hereby
      acknowledged, the undersigned hereby sells, grants, assigns, and transfers
      to
      SAF B.V. ("SAF"), and its successors, licensees and assigns, all of the
      undersigned's right, title and interest in and to the= certain published comic
      book scrims "Dylan Deg" created by Tiziano Sclavi (the "Property") (excluding
      only comic book print publication rights thereto in any format (including but
      not limited to, comic books, graphic novels, serialization in strip
      form such as in newspapers, magazines, almanacs and theg, without limitation,
      all contents copyrights. moral rights, and all motion picture,
      television, audio-visual device, dramatic stage and other live performance,
      merchandising, sound recording and allied, ancillary and subsidiary rights
      therein, whether now icaown or hereinafter devised, throughout the universe
      in
      perpetuity.

     

    Not
      withstanding the foregoing, the undersigned retains all copyright, trademarks
      and goodwill with respect in and to the reserved rights set forth
      above.

     

    This
      assignment is effective as of July 2, 1997.

     

    
      	 	SERGIO
              BONELLI EDITORE S.P.A.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Giulio
              Terzaghi	 
	 	 	Managing
              Director	 
	 	 	
            	 
	 	 	 	 


    

     

    

      
        
          
          

        

        
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    etc.
      In
      addition, should any court of competent jurisdiction determine that the
      duration of any rights granted hereunder exceeds that which is permissible
      under
      applicable law, such duration shall be limited, but only to the extent necessary
      to he consistent with the longest period permissible under applicable
      law.

     

    Author
      represents and warrants that all literary, dramatic, musical and other material
      and all ideas, designs and inventions of Author in connection with the Project
      are or will be original with Author or in the public domain throughout the
      world, and shall not infringe upon or violate any copyright of, or, to infringe
      upon or violate the right of privacy or any other  right of, any
      person; that Author is free to grant all rights granted and make all agreements
      made by Author herein. Author agrees to hold SBE and its successors, licensees
      and assigns harmless from and against all damages, losses, costs, and expenses
      (inclviding­reasonable attorneys' fees and costs) which SBE or any of its
      successors, licensees or assigns may suffer or incur by reason of the breach
      of
      any of the warranties made in this paragraph.

     

    Author
      hereby covenants and agrees that Author shall not have or be deemed to have
      any
      lien, barge
      or other encumbrance upon any of said rights conveyed to SBE herein
      or proceeds derived therefrom, and that no act of or
      omission by SBE, nor any other act, omission or event of any kind, shall
      terminate or otherwise adversely affect SBE's ownership of the rights conveyed
      herein. Author's sole remedy for any such breach or alleged breach shall be
      an
      action at law to recover such damages as may have been actually suffered by
      Author as a result thereof.

     

    Executed
      as of  July 2, 1997.

     

    
      	 	Aurthor:	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Tiziano
              Sclavi	 
	 	 	Tiziano
              Sclavi	 
	 	 	
            	 
	 	 	 	 


    

     

    ACKNOWLEDGED
      AND AGREED:

     

    
      	 	SERGIO
              BONELLI EDITORE S.P.A.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Giulio
              Terzaghi	 
	 	 	Managing
              Director	 
	 	 	
            	 
	 	 	 	 


    


    
      
        
        

      

      
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    ASSIGNMENT
      OF RIGHTS

     

    For
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Tiziano Sclavi ("Author") hereby assigns to Sergio Bonelli Editore
      S.p.A. ("SHE") all right, title and interest in and to the comic strip series
      entitled "Dylan Dog" (including without limitation all contents thereof, all
      present adaptations and versions thereof, and the themes, title and characters
      thereof) (collectively the "Project"). The rights assigned hereunder include,
      but shall not be limited to, the print publication, motion picture, television
      (including without limitation free, basic and pay), animation, multimedia,
      merchandising and all other allied and ancillary rights (including without
      limitation sequel and remake rights). SHE is and shall be deemed the
      exclusive owner of all of the foregoing, in perpetuity, for all purposes and
      the
      exclusive owner throughout the world of all of the rights camprised in the
      copyright thereof (and all extensions thereof), and of any and all other rights
      thereto, and that SBE shall have the right to exploit any or all of the
      foregoing in any and all media, now known or hereafter devised, throughout
      the
      universe, in perpetuity, in all languages as SBE determines. Author will, upon
      request, execute, acknowledge and deliver to SHE such additional documents
      as
      SBE may deem necessary to evidence and effectuate SBE's rights hereunder, and
      hereby grants to SBE the right as attorney-in-fact to execute, acknowledge,
      deliver and record any and all such documents if Author shall fail to execute
      same within five (5) days after so requested by
      SBE.

     

    Author
      hereby waives the benefits of any provisiOn of law known as "droit moral",
      or
      any similar laws, and agrees not to institute, support, maintain or
      authorize any action or lawsuit on the ground that any motion pictures or sound
      records, or other productions or items produced. hereunder in any way constitute
      an infringement of any of Author's "droit moral" or a defamation ,or mutilation
      of any part thereof, or contain unauthorized variations, alterations,
      modifications, changes or translations. In addition, Author hereby waives the
      exercise of Author's "droit moral" insofar as the items produced under or
      pursuant to this Assignment do not harm Author's honor and reputation. Author
      shall not have any right, title or interest whatsoever in or to any plot, story,
      61R-racter, music, lyrics, dialogue, screenplay or other material of any kind
      created by or for SBE(or any assignee of the SBE). Without the limiting the
      generality of the foregoing, and without the following constituting (or
      otherwise to be considered as) an exhaustive list, Author hereby acknowledges
      and
      agrees that any additions, subtractions or modifications in the
      situations, story lines, dialogue, characters and/or "look and feel" of the
      Project do not constitute an illegitimate breach of Author's honor and
      reputation. The foregoing shall also apply to the use of any technical or
      commercial process and means which are or will be considered as usual or
      customary at any time during the production and exploitationof the items
      produced (SBE and/or any assignee of SBE), including, without limitation,
      advertising cuts, insertion of commercials and/or of third  parties'
      logos or credits, co orzation or de-colorization, "panning and
      scanning,"

    

      
        
          
          

        

        
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As
      of
      July 2, 1997

     

     

    SAF
      B.V.

    Kommendijk
      4, 7004 HH

    Doetinchem,
      Holland

    Attn:
      Mr.
      Ervin Rustemagic

     

    Re:
      "DYLAN DOG" 

     

    Ladies
      and Gentlemen:

     

    This
      will
      confirm the agreement between SAF B.V. ("you") and PLATINUM STUDIOS, LLC (the
      "undersigned") with respect to the undersigned's purchase and acquisition of
      the
      "Rights" (as defined in paragraph 6 below) owned by you in and to that certain
      published comic book series entitled "DYLAN DOG" (the "Property"), created
      by
      Tiziano Sclavi (the "Author") and published by Sergio Bonelli Editore S.p.A.
      ("Publisher"). The undersigned intends, without limitation, to develop and
      produce one or more motion picture and/or television projects (individually
      and
      collectively, the "Picture") based on or suggested by the Property.

     

    1.              Conditions
      Precedent. All of the undersigned's obligations hereunder shall be subject
      to and conditioned upon the undersigned's (i) approval of the chain of title
      with respect to the Property, including, without limitation, obtaining
      satisfactory results to copyright searches, and (ii) receipt of a fully executed
      original of this Agreement and of Exhibit "A" attached hereto.

     

    2.               Intentionally
      Deleted.

     

    3.               Intentionally
      Deleted.

     

    4.              Intentionally
      Deleted.

     

    5.
      Contingent Compensation. Subject to the other provisions hereof, and on
      condition that you fully perform all of your respective obligations hereunder
      and are not otherwise in breach of or default hereof, and further provided
      that
      the undersigned produces the Picture, and the Picture is based on the Property,
      you shall also be entitled to receive contingent compensation in an amount
      equal
      to twenty-five percent (25 %) of "Producer's
      Adjusted Gross Revenues"
      (as defined, accounted for and
      paid in
      accordance with
      Exhibit "C" attached hereto
      and incorporated herein by this reference), if any, derived from the
      distribution and exploitation of the Picture (including sequels, remakes,
      television series and other productions based thereon). Nothing herein shall
      be
      construed as vesting in you any right, title or interest whatsoever in any
Picture
      or production, or the
      gross
receipts thereof, or
      any
lien or charge
      thereon or assignment thereof.

     

    
      
        
        

      

      
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            6.
Rights
      Granted.
In consideration of the undersigned's efforts to develop
      the Picture, your entitlement to participation in Producer's Adjusted Gross
      Receipts as set forth above, and other g9od and valuable consideration, the
      receipt of which is hereby acknowledged by you, you hereby irrevocably grant
      and
      assign to the undersigned, solely and exclusively throughout the world in
      perpetuity, all right, title and interest in and to the Property (except the
      "Reserved Rights" as
      defined in paragraph 7 below), including, without limitation, all
      copyrights, moral rights, and all motion picture, television, audio-visual
      device, dramatic stage and other live performance, merchandising (including,
      without limitation, all interactive and game rights), sound recording and
      allied, ancillary and subsidiary rights in any and all media now known or
      hereafter devised (including the right to create certain printed publications),
      necessary to make, produce, copyright, distribute and exploit in any and all
      media (whether now known or hereinafter devised) throughout the universe in
      perpetuity one or more motion pictures (theatrical, television or otherwise)
      and
      other productions and products based on or suggested by the Property. All of
      the
      rights granted to the undersigned under this Agreement are individually and
      collectively referred to herein as
      the "Rights" . Without limiting the generality of the foregoing,
      the
      Rights shall include and the undersigned shall own irrevocably, solely,
      exclusively and in perpetuity throughout the universe, by any and all manner
      and
means now known or hereafter devised, the following:

     

    a.  The
      right
      to produce an unlimited number of motion pictures based upon or adapted from
      all
      or any part of the Property, including, without limitation, musical, dramatic,
      animated or live-action motion pictures, as well as remakes, prequels and
      sequels thereof and thereto, all of which motion pictures may be fixed on film,
      tape, disc, wire, audiovisual cartridge, cassette and/or on or by any other
      technical process now known or hereafter devised in any and all sizes, gauges,
      colors and types. For the avoidance of doubt, the term "Property" as used herein
      and for all purposes hereof, shall mean all characters, story lines, concepts,
      artwork, "look and feel," and all other intellectual property rights and their
      exploitation whatsoever associated with the comic book series which are (or
      become) the subject of this Agreement and the contents thereof, including,
      without limitation, any author written sequels and remakes, any so-called
      "spin-offs" (whether generic, "planted" or otherwise, and including, without
      limitation, any evolutions of any characters which currently appear in such
      comic book series and any new characters hereafter appearing in said comic
      book
      series, any continuity to any aspect of said comic book series, their respective
      characters, universes, plots, and/or story lines, any other comic book series,
      characters or properties which are launched, introduced, marketed and/or
      promoted with reference to the existing comic book series, their respective
      characters and/or the contents thereof (or with reference to any spin-offs
      therefrom, or sequels and remakes thereof), and any other characters, story
      lines, concepts or intellectual property rights and their exploitation which
      can
      reasonably be construed as being based on, derived or copied from the existing
      comic book series (or any spin-offs therefrom, or sequels and remakes
      thereof).

     

    b.  The
      right
      to produce sound recordings of all or any part of the Picture, specifically
      including the exclusive motion picture synchronization rights in the music
      commissioned or acquired by the undersigned for the Pictures and each and every
      part thereof, and the exclusive right to use all or any part thereof upon the
      parts of instruments serving to reproduce the same
      mechanically.


    
      
        
        

      

      
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    c.
      The
      right to adapt, use, dramatize, arrange, change, vary, modify, alter, transpose
      and make musical or non-musical versions of the Property and any parts thereof
      (including, without limitation, live radio, live television and live stage
      productions thereof); to add to, interpolate in and subtract or omit from the
      Property, characters, language, plot, theme, scenes, incidents, situations,
      action, titles, dialogue, designs, songs, music and lyrics; to translate any
      of
      the foregoing into all languages; to include in motion pictures, sound
      recordings and other items provided for in this Agreement such language, speech,
      songs, music, lyrics, dancing, choreography, sound, sound effects, action,
      situations, scenes, plot, dialogue, incidents and characters, characterizations
      and other material (whether or not based upon or taken from the Property) as
      the
      undersigned, in its uncontrolled discretion, may deem advisable, it being the
      intention hereof that the undersigned shall have the exclusive, absolute and
      unlimited right to use the Property, and each and every part thereof, for
      motion picture and all other purposes granted hereunder in any manner it may,
      in
      its uncontrolled discretion, deem advisable with the same force and effect
      as
      though the undersigned were the sole author of the Property, specifically
      including, without limitation, the right to produce motion pictures and other
      productions as sequels, series, serials, or otherwise, whether or not the events
      portrayed or the story, plot, outline or general nature of such motion pictures
      (and/or other productions) are the same as, or similar to, those contained
      in
      the Property, all without in any way being accountable or liable to you or
      Author for any use which the undersigned may make thereof. You hereby waive
      (subject to paragraph 23.d below) the benefits of any provision of law known
      as
      "droit moral", or any similar laws, and agree not to institute, support,
      maintain or authorize any law or lawsuit on the ground that any motion pictures
      or sound records, or other productions or items produced hereunder in any way
      constitute an infringement of any of your "droit moral" or a defamation or
      mutilation of any part thereof, or contain unauthorized variations, alterations,
      modifications, changes or translations. In any case, you hereby waive the
      exercise of your "droit moral" insofar as the items produced under or pursuant
      to this Agreement do not harm your honor and reputation. You shall not have
      any
      right, title or interest whatsoever in or to any plot, story, character, music,
      lyrics, dialogue, screenplay or other material of any kind created by or for
      the
      undersigned (or any assignee of the undersigned) in the exercise of its rights
      hereunder, or in or to any motion picture or other production produced
      hereunder, or any remake and/or sequel to the Property or the Picture created
      by
      or for the undersigned (or any assignee of the undersigned).

     

    d.  The
      right
      to broadcast all or any part of the Property and all or any part of any motion
      picture or sound record produced hereunder by radio and television, or
      otherwise, whether by living actors, electrical transcription, film, tape or
      otherwise, in any language.

     

    e.  The
      right, for the purpose of advertising and exploiting purposes, to produce and
      publish as serials or otherwise (with or without illustrations by photographs,
      drawings or cartoons) stories, synopses, excerpts, summaries and/or resumes,
      not
      to exceed 7,500 words in length, of and from the Property or any motion pictures
      produced hereunder based principally upon said Property and the right to (and
      to
      cause and/or license others to) write, publish and otherwise fully exploit
      so-called "novelization," "making of" books and other publications (in any
      form
      or format, illustrated or otherwise) of any length in respect of all Pictures
      and productions; it being agreed that any such publications shall include an
      appropriate credit for Author (such as, by way of example only, "Based on the
      comic book series "DYLAN DOG" created by Tiziano Sclavi.


    
      
        
        

      

      
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                    f.  The
      right
      to write and prepare screenplays, teleplays, librettos, treatments, outlines,
      bibles, storyboards and all other plans, specifications and designs for motion
      pictures, sound records and other productions produced hereunder, and to cause
      musical compositions, including both words and music, utilizing or based upon
      or
      adapted from all or any part of the Property, or any title or titles thereof
      to
      be written and composed, and to include such musical compositions in motion
      pictures, sound records and other productions produced hereunder.

     

    g.  The
      right
      to manufacture, sell, furnish, publish, supply and distribute products,
      by-products, services, facilities, merchandise and commodities of every nature
      and description, including, but not limited to, still photographs, drawings,
      posters, illustrated and/or non-illustrated books, artwork, toys, games
      (including video, computer and "on-line" games), software, theme park rides
      and
      attractions, items of wearing apparel, drawings and posters, sound recordings
      in
      any configuration, sheet music and music folios, foods, beverages and similar
      items, which make reference to or are based upon or adapted from the Property
      or
      any part thereof or any motion picture produced hereunder, and the right to
      make
      trade deals and commercial tie-ups of all kinds involving the Property or any
      part thereof.

     

    h.  The
      right
      to copyright motion pictures, sound records, musical compositions, screenplays,
      teleplays, librettos, outlines, bibles, novelizations and all other items
      provided for in this Agreement, and secure copyright and/or trademark
      registration and protection thereof in all countries and territories where
      such
      protection is available, in the undersigned's own name, or otherwise, together
      with the right to manufacture copies thereof, and to distribute, sell, vend,
      lease, license, exhibit, transmit, broadcast, project, reproduce, publish,
      use,
      perform, advertise, publicize, market, exploit, turn to account and derive
      revenue in any form or manner therefrom, without any territorial restriction
      whatsoever, by any and all media, methods, systems and processes now or
      hereafter known, invented, used or contemplated, specifically including
      television, and the right to import or export such copies into or out of any
      territory without restriction. It is further expressly understood and agreed
      that motion pictures, sound records and all other productions and items produced
      hereunder shall constitute independent derivative works, and the undersigned
      and
      its successors, assigns and licensees shall have the perpetual right to exercise
      the rights granted in this subparagraph h. irrespective of the expiration,
      termination, transfer, renewal or extension of any copyright owned or controlled
      by you, or any heirs, executors, widow, widower, children, predecessors,
      successors or assigns of you.

     

    i.  The
      right
      to use the title or titles by which the Property or any part thereof are now
      known or may hereafter be known as the title or titles of motion pictures or
      other productions or products (whether or not based upon or adapted from the
      Property), it being acknowledged that the undersigned shall in no event have
      any
      less rights by reason of this Agreement than any member of the public may now
      or
      hereafter have, and the right to exploit, distribute and exhibit any motion
      pictures produced hereunder under
      any
      other title or titles that the undersigned may deem proper in its uncontrolled
      discretion.


    
      
        
        

      

      
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                    j.  The
      right to use your name and
      likeness in connection with the production, distribution and exploitation of
      any
      Picture or production; provided, however, that the undersigned will not use
      or
      authorize the use of your name and likeness as a direct endorsement of any
      product or service (other than any Picture or production) without first
      obtaining your written consent.

     

    k.    Intentionally
      deleted.

     

    1.    
All
      other
      rights of every kind and character in and to the Property whatsoever, other
      than
      the Reserved Rights. You hereby acknowledge and agree that the exercise of
      the
      rights set forth in subparagraphs 6.a-j above is not able, as a matter of
      principle, to harm your honor or reputation.

     

      m.    All
      rights granted the
      undersigned under this Agreement shall be cumulative, and the undersigned may
      exercise or refrain from exercising any one or more of said rights separately
      from, simultaneously, together or in connection with any other rights granted
      to
      the undersigned hereby or obtained by the undersigned from other sources, and
      regardless of whether said rights are granted in the disjunctive or
      conjunctive.

     

    7.Reserved
      Rights.

     

    a.
      Subject to the undersigned's right to exercise limited publication rights to
      the
      Property pursuant to paragraph 6.e. above and to the other terms and conditions
      of this Agreement, you hereby reserve only the comic book print publication
      rights to the Property in any format (including but not limited to, comic books,
      graphic novels, serialization in strip form such as in newspapers, magazines,
      almanacs and the like) and to any future episodes thereof (which future
      episodes shall in no event be based on any Picture or other production produced
      by or with the authority of the undersigned pursuant hereto) ("Reserved Rights")
      without permission.

    
       

      b.  Intentionally
        Deleted.

      c.  Sicne
        the characters of the Property are inclueded in the exclusive grand of the
        Rights to the undersigned hereunder, no rights in any media, other than comic
        book print publication (as described in subparagraph a. above), in or to
        such
        characters may be exercised or granted to any third party by you, and you
        shall
        not authorize or permit the apperance of any characters with appear in Property,
        or of any characters with similar names, personas and/or characteristics
        as
        those which appear in the Property, in any other media other than
        comic book print publication 9as described in subparagraph a.
        above).

       

    

    d.
      Nothing contained in this Agreement shall be construed to be or operate in
      derogation of, or as prejudicial to, any rights or privileges which the
      undersigned now or at anytime hereafter may enjoy or be entitled to as a member
      of the public, whether or not this Agreement was in existence; and,
      notwithstanding anything by Sergio Bonelli Editore. in association with PLATINUM
      STUDIOS, LLC (or a division thereof as designated by the undersigned)). Such
      credit shall in all events be subject to any applicable guild restrictions,
      as
      determined in the undersigned's sole discretion. Except as otherwise expressly
      provided herein, all matters relating to credit, including but not limited
      to
      position and size and style of type, shall be determined by the undersigned
      in
      the undersigned's sole discretion. No casual or inadvertent failure by the
      undersigned, or any failure by any third party, to comply with the provisions
      of
      this paragraph shall constitute a breach of this Agreement.


    
      
        
        

      

      
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    10. Reversion.

     

    a.
      If the
      first Picture or any other production based on the Property has not commenced
      principal photography (or, with respect to other productions, the substantial
      equivalent of commencement of principal photography, or with respect to a live
      performance, the first public performance thereof has not taken place) within
      ten
(10) years of the date hereof, then, subject to the other provisions
      hereof (including, without limitation, subparagraphs b. and c. below), provided
      that you notify the undersigned in writing of your intent to exercise the
      Reversion Right provided for below, and provided further, that principal
      photography of the first Picture (or the substantial equivalent thereof with
      respect to other productions) does not commence, or the first public performance
      of a live production does not take place, as applicable, within one (1) year
      of
      the undersigned's receipt of such written notice from you, you shall have the
      exclusive right ("Reversion Right") upon sixty (60) days prior written notice
      to
      the undersigned, to submit the Property for consideration by third parties
      and
      to acquire from the undersigned all of the undersigned's right, title and
      interest therein, except for any Additional Material (subject to subparagraph
      7.d above), by paying to the undersigned, not later • than the earlier to occur
      of (i) the sale of such rights to a third party or (ii) the
      commencement of principal photography of a motion picture based on the Property,
      an amount equal to all of the direct, out-of-pocket costs and expenses incurred
      by the undersigned in connection with the acquisition of rights in and to,
      and
      the development and the production of, the Property and/or any Picture or
      production, and any underlying literary material, including, without limitation,
      all compensation paid for writing services and for directing services, and
      any
      fees and costs incurred in connection with the regisiTation(s) of any
      copyrights, trademarks and/or service marks, together with interest thereon
      at
      the prime rate charged by the undersigned's principal bank plus two percent
      (2%). In addition, if a motion picture (or other production) based on the
      Property is thereafter produced, you shall cause the undersigned to be paid
      an
      amount equal to five percent (5%) of 100% of the net profits of such picture
      (or
      other production) and each remake thereof and sequel thereto, defined, accounted
      for and paid no less favorably than net profits are defined, accounted for
      and
      paid for any other net profit participant in the applicable
      production.

     

    b.
      Upon
      your exercise of the Reversion Right as provided above, the undersigned shall,
      subject to the net profit participation provided for in subparagraph a. above,
      quitclaim to you all of the undersigned's right, title and interest in and
      to
      the Property (except for any Additional Material and the undersigned's rights
      and entitlements with respect to merchandising agreements entered into prior
      to
      your exercise of any such Reversion Right), and otherwise subject to
      subparagraph c. below, shall warrant
      only that the undersigned has not theretofore transferred, hypothecated or
      otherwise disposed of any of its right, title or interest in or to the Property,
      only upon: (i) payment to the undersigned of all amounts set forth in
      subparagraph a. above; (II) delivery to the undersigned of executed guild and
      other customary assumption agreements in form and substance reasonably
      satisfactory to the undersigned assuming all of the undersigned's obligations
      in
      connection with the development, production and distribution of the Property
      and/or any Picture (or other production) and releasing the undersigned from
      all
      such obligations; and (iii) the assumption of all the undersigned's obligations
      in connection with the Property and any Picture (or other production) by a
      reasonably financially responsible party pursuant to an assumption agreement
      in
      form and substance acceptable to the undersigned (which assumption agreement
      shall include, without limitation, appropriate provisions for
      indemnification).


    
      
        
        

      

      
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    c.  To
      the extent that the undersigned has exercised any merchandising rights in
      accordance with this Agreement prior to your exercise of any Reversion Right
      as
      provided for above ("Reversion Exercise"), any agreements entered into by the
      undersigned in connection therewith prior to such Reversion Exercise ("Existing
      Agreements") shall remain in full force and effect, and any such reversion
      of
      rights shall be subject to the terms and conditions of such agreements. Promptly
      after any such Reversion Exercise, the undersigned shall provide you with copies
      of all Existing Agreements, together with written notice identifying any parties
      with which the undersigned was negotiating prior to such Reversion Exercise
      and
      summarizing the principal terms of such negotiations ("Deals In Process").
      After
      such Reversion Exercise, you shall have the option of exercising any renewals
      or
      extensions to the Existing Agreements (to the extent that Platinum has such
      rights under the applicable Existing Agreement) as well as negotiating
      additional renewals and extensions thereto, provided that the terms of
      subparagraph 15.b below shall continue to apply to the applicable Existing
      Agreements as so renewed or extended, and provided further, that if you should
      choose to forego any such renewal or extension ("Expired Agreement"), you shall
      not enter into any agreement with respect to the merchandising of the Property
      with the other party to such Expired Agreement for a period of two (2) years
      from the date of the expiration of such Expired Agreement. With rospect to
      Deals
      in Process, you shall have the option of permitting the undersigned to conclude
      an agreement substantially on the terms previously communicated to you, in
      which
      event the terms of subparagraph 15.b shall apply to any such agreements so
      concluded (as well as to any extensions or renewals thereof), provided that
      if
      you opt not to have the undersigned conclude any such Deal in Process, you
      shall
      not enter into any agreement with respect to the merchandising of the Property
      with the intended party (or parties) to such Deal in Process for a period of
      two
      (2) years from the date of such Reversion Exercise hereunder.

    d.  If
      the first Picture or any other production based on the Property has commenced
      principal photography (or, with respect to other productions, the substantial
      equivalent of commencement of principal photography, or with respect to a live
      performance, the first public performance thereof has taken place) within ten
      (10) years of the date hereof, then the reversion rights provided for in this
      paragraph 10 shall automatically terminate and have no further force or
      effect.


    
      
        
        

      

      
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                 10.      Reversion.

     

                    a. 
If 
the
      first production based on the Property ahs not commenced principal photography
      (or, with respect to other productions, the substantial equivalent of
      commencement of principal photography, or with respect to a live performance,
      the first public performance thereof has not taken place) within ten (10) years
      of the date hereof, the, subject to the ther provisions hereof (including,
      without limitation, subparagraphs b. and c. below), provided that you have
      the
      right to enter into this Agreement and to grant all the rights herein granted,
      free and clear of any liens, claims and encumbrances whatsoever; that you have
      not granted or assigned or otherwise transferred such rights to any others
      and
      that you will not do so subsequent to the date hereof; that the Property is
      wholly original with Author; that no incident therein or part thereof was taken
      or copied from or based upon any other source unless in the public domain
      (including but not limited to any motion picture or any other literary,
      dramatic, or musical work); that the Property does not and will not infringe
      any
      copyright, right of privacy or other right of, or defame or libel, any person
      or
      company; that the use of the Property, in any form, adaptation or version will
      not infringe any such copyright or other rights or defame any person or company;
      and that there are no claims, litigation or other proceedings pending or
      threatened which could in any way impair, limit or diminish the rights granted
      to the undersigned hereunder; all material in the "Annotation" (as defined
      below) furnished by you and/or Author pursuant to paragraph 19 below (if
      applicable) shall be true and accurate in all respects. The fore­going
      warranties do not apply to any material which the undersigned may add to the
      Property in the development of the Picture. You hereby make the same
      representations and warranties to the undersigned as are made in your favor
      by
      Author in any agreement between you and Author.

                 

               b. 
      Upon your exercie of the Reversion Right as provided above, the undersigned
      shall, subject to the net profit participation provided for in subparagraph
      a.
      above, quitclaim to you all the under signed's right, title and interest in
      an
      to the Property except for Additional Material and the undersigned's rights
      and
      entitlements with respect to merchandising agreements entered into prior to
      your
      excercise of any such Reversion Right), and otherwise subject to suparagraph
      c.
      below, shall warrant only the undersigned has not theretofore transferred,
      hypothecated or totherwise disposed of any of its right, title or interest
      in or
      to the Property, only upon: (i)payment to the undersigned of all amounts set
      forth in subparagraph a. above; (ii) delivery to the undersigned of exceuted
      guild and other customary assumption agreements in form and substance reasonably
      satisfactory to the undersigned assuming all of the undersignd's obligations
      in
      connection with the development, production distribution of the Property and/or
      any Picture (or other production) and releasing the undersigned from all such
      obligations; and (iii) the assumption of all the undersigned's obgligations
      in
      connection with the Property and any Picture (or other production) by a
      reasonably financially responsible party pursuant to an assumption agreement
      shall include without limitation, apporpriate provisions for
      indemnification).

     

                c.
      To
      the extent that the undersigned has exercised any merhandising rights in
      accordance with this Agreement prior to your exercise of any Reversion Right
      as
      provided of above ("Revision Exercise"), any agreements entered into by the
      undersigned in connection therewith prior to such Reversion Exercise ("Existing
      Agreement") shall remain in full force force and effect, and any such reversion
      of rights shall be subject to the terms and coditions of such agreements.
      Promptly after any such Reversion Exercise, the udersigned shall provide you
      with copies of all Existing Agreements, together with written notice identifying
      any parties with which the undersigned wat negotiating prior to such Reversion
      Exercise and summarizing the principal terms of such negotiations ("Deals In
      Process"). After such Reversion Exercise, you shall have the option of
      exercising any renewals or extensions to the Existing Agreements (to the extent
      that Platinum has such rights under the applicable Existing Agreement) as well
      as negotiating additional renewals and extentions thereto, provided that the
      terms of subparagraph 15.b below shall continue to apply to the applicable
      choose to forego any such renewal or extension ('Expired Agreement"), you shall
      not enter into any agreement with respect to the merchandising of the Property
      with the other expiration of such Expried Agreement. With respect to Deals
      in
      Process, you shall have the option of permitting the undersigned to conclude
      an
      agreement substantially on the terms previosly communicated to you, in which
      event the terms of subparagraph 15.b shall aplly to any such agreements so
      concluded (as well as to any extentisons or renewals thereof), provided that
      if
      you opt no to have the undersigned conclude any such Deal in Process, you shall
      not enter into any agreement with repect to the merchandising of the Property
      with the intended party (or parties) to such Deal in Process for a period of
      two
      (2) years from the date of such Reversion Exercise hereunder.

     

                d.
      If
      ther first Picture or any other production based on the Property has commenced
      principal photography (or, with respect to other productions, the substantial
      equivalent to commencement of principal photography, or witht he respect to
      live
      performance, the first public performance thereof has taken place) within ten
      (10) years of the date hereof, then the reversion rights provided for in this
      paragraph 10 shall automatically terminate and have no further force or
      effect.

     

    12.               Indemnity.
      You hereby agree to indemnify the undersigned, and its successors, assigns,
      and licensees, and hold all such persons or companies harmless from and against
      any and all liability, losses, damages, costs, expenses (including but not
      limited to reasonable attorneys' fees), judgments and penalties arising out
      of,
      resulting from, based upon or incurred because of breach or alleged breach
      of
      any representation, warranty or agreement made by you hereunder.

     

              13.              Waiver
      of Injunctive Relief. You hereby agree that the sole remedy in the event of
      any default by the undersigned hereunder, including the failure by the
      undersigned to pay you any consideration payable to you pursuant hereto, or
      to
      accord you credit (to the extent that the undersigned is obligated to accord
      such credit) pursuant hereto, shall be an action against the undersigned for
      such consideration or for damages, if any. Specifically, you agree, for the
      benefit of the undersigned and any third-party involved in the production,
      exhibition, distribution or exploitation of the Picture, that you shall have
      no
      right to enjoin the production, exhibition, distribution or exploitation of
      the
      Picture or to terminate or rescind any rights in the Property granted to the
      undersigned hereunder. If any copyright (or similar) report obtained by the
      undersigned hereafter indicates that you have heretofore entered into agreements
      in conflict herewith or have granted to any others any of the rights granted
      hereunder, the undersigned shall have the right to terminate this Agreement
      by
      written notice to you; and immediately upon receipt of such notice, you shall
      remit to the undersigned an amount equal to the sum of all con­sideration
      theretofore paid to you by the undersigned hereunder. At all times, the
      undersigned shall have all rights and remedies which it has at law, in equity,
      pursuant hereto or otherwise.

     

              14.     Assignment.
      The undersigned may assign this Agreement, and/or any of the undersigned's
      rights hereunder, to any person, firm or corporation. If such person, firm
      or
      corporation is (i) a major or mini-major (as such terms are customarily
      understood in the motion picture industry), (ii) a television network, (iii)
      or
      a financially responsible party, and such person, firm or corporation assumes
      and agrees in writing to keep and perform the undersigned's obligations
      hereunder (or any of them), the under­signed shall be released and
      discharged from the obligations so assumed. This Agreement shall be binding
      upon
      and shall inure to the benefit of the undersigned and its successors,
      representatives and assigns.


    
      
        
        

      

      
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              15.    Development/Merchandising
      Activities.

     

    a.  The
      undersigned shall have the right to prepare for the production of a motion
      picture or other production based on or suggested by the Property. You agree
      that the undersigned shall have the right to revise, change, adapt, modify,
      interpolate in, transpose, add material to and/or remove material from (herein
      collectively "revise") the Property as the undersigned shall in its sole
      discretion deem appropriate. You hereby acknowledge that the exercise of the
      foregoing rights is not able, as a matter of principle, to harm your honor
      or
      reputation.

     

    b.  Notwithstanding
      anything to the contrary contained in this Agreement or the exhibits hereto,
      the
      undersigned shall have the right to merchandise the Property itself and any
      elements thereof (in addition to any Picture or other production based thereon)
      on the following terms and conditions:

     

                        (1)    the
      undersigned shall
      not have the right to include
      comic books (as described in 7a. above) in the items of merchandise to
      be exploited.

     

                        (2)            Intentionally
      Deleted.

                        

                        (3)  subject
      to subparagraph (4) below, with respect to any merchandising agreements for
      the
      Property (or any element thereof) concluded prior to the commencement of
      principal photography of the first Picture (or of any other production) pursuant
      hereto, if a third party exploits such merchandising rights, the undersigned
      shall be paid a supervisory fee in amount equal to ten percent (10%) of the
      gross receipts derived "at-source" by such third party from such exploitation,
      or, if the undersigned exploits such merchandising rights (e.g., merchandising
      rights have not been assigned or granted to a Major or other
      financier/distributor in connection with a Picture or production), the
      undersigned shall be paid a fee in an amount equal to thirty-five percent (35%)
      of the gross revenues received by the undersigned from the exploitation of
      such
      merchandising rights; in either case, after the following deductions in the
      following order "off-the-top" from the non-refundable, non-returnable revenues
      received and retained by the undersigned from the exploitation of such
      merchandising rights: (i) the applicable fee as set forth above, (ii) any
      applicable third party participations and/or agency or consulting fees where
      the
      undersigned exploits the merchandising rights, and (iii) any "out-of-pocket"
      costs and expenses incurred by the undersigned in connection with such
      merchandising activities, the balance shall be divided equally between you
      and
      the undersigned;

        

                                      (4)              after
      the commencement of principal photography of any Picture (or of any other
      production), any and all non-refundable, non-returnable revenues received and
      retained by the undersigned from merchandising agreements for the Property
      (or
      any element thereof) entered into by the undersigned pursuant hereto, whether
      concluded prior to or after any such commencement, shall be accounted for and
      paid as provided in Exhibit "C", retroactive to the first dollar of such
      revenues (i.e., after such commencement, if monies were paid to you
      under subparagraph (3) above, but would not have been payable as and when
      accounted for in accordance with Exhibit "C", the undersigned may offset such
      amounts} previously paid to you against other monies payable to you
      hereunder).


    
      
        
        

      

      
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    16.        Further
      Documents/Actions.

     

    a.  You
      shall, concurrently with the execution of this Agreement, execute, acknowledge
      and deliver to the undersigned the short form Assignment in the form attached
      hereto as Exhibit "A." You further agree that the under­signed may record
      the executed short form Assignment with the United States Copyright Office
      and
      with the copyright office or comparable registry of any country.

     

    b.  In
      addition, you shall duly execute, acknowledge and deliver to the undersigned,
      or
      cause to be executed, acknowledged and delivered to the undersigned, in form
      reasonably approved by the undersigned, any and all further assignments or
      instruments consistent with this Agreement which the undersigned may deem
      necessary, expedient or proper to carry out and effectuate the purposes and
      intent of this Agreement, including but not limited to, and in the event of
      the
      renewal or extension of the copyright in or to the Property, such assignments
      or
      other instruments as may be required by the undersigned to effectively vest
      in
      the undersigned, throughout the full period of such renewal or extension of
      copyright, all of the rights, licenses, privileges and property herein granted
      to the undersigned. In no way limiting the generality of the foregoing, you
      shall take all steps reasonably necessary and proper to protect and preserve
      the
      copyright of the Property, including but not limited to, timely renewing the
      copyright registration thereof (and if the Property has not been registered
      for
      copyright in the U.S. Copyright Office, you shall (at your expense) immediately
      do all acts and things necessary to effect such registration of the Property
      in
      your and Author's name, as applicable). You hereby agree (at your expense)
      to
      cause any future publication of the Property, or any part thereof, in whatever
      form, version, adaptation or translation in any part of the world to include
      a
      proper copyright notice and in such manner as shall afford to the Property
      copyright protection in the United States and all countries of the world where
      copyright or similar protection is available. If you shall fail to execute
      or
      deliver to the undersigned any further assignments or instruments under the
      provisions hereof within seven (7) days after being requested to do so by the
      undersigned, then to the extent that the undersigned shall be legally entitled
      to execute, acknowledge and deliver such assignment or instruments, you hereby
      appoint the undersigned your irrevocable attorney­in-fact, with the right,
      but not the obligation, to do any and all acts and things necessary to execute,
      acknowledge and deliver any and all such further assignments and other
      instruments consistent with this Agreement, in your name and on your behalf,
      which appointment shall be deemed to be a power coupled with an interest and
      shall be irrevocable.

     

    c.You
      shall do all such acts and things as shall be necessary to prevent the
      Property, and any part thereof and any future versions thereof, from falling
      into the public domain in any country or territory of the
      world.


    
      
        
        

      

      
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                  17.                  Infringement
      Actions. Also included in the rights hereby granted to the undersigned by
      you are all actions and causes of action for the infringement by any other
      person or company of any rights in the Property hereby granted to the
      undersigned, and in this connection you hereby appoint the undersigned your
      attorney-in-fact irrevo­cably, but for the sole benefit of the undersigned,
      to initiate and prosecute such proceedings as the undersigned may deem expedient
      to protect its rights herein granted and to effect its recovery of damages
      and
      penalties for any such infringement. The undersigned may sue in its own name
      or
      may use your name or at its sole option may join you as party plaintiff or
      defendant in any suit or proceeding brought for such purposes. You shall
      cooperate with the undersigned in connection with any suit or action threatened
      or instituted by or against the undersigned relating to any rights granted
      or to
      be granted to the undersigned hereunder, or to the exercise thereof by the
      undersigned, to the full extent of your ability.

     

    18.                  Rental,
      Lending and Home Taping Rights.

     

    a.  Without
      limiting the foregoing, you hereby irrevocably assign, license and grant to
      the
      undersigned, throughout the universe in perpetuity any and all of your (and,
      to
      the extent the Author's rights have been assigned to you, the Author's) rights
      to authorize, prohibit and/or control the renting, lending, fixation,
      reproduction and/or other exploitation of the Picture by any media and means
      now
      known or hereafter devised as may be conferred upon you under
      applicable laws, regulations or directives, including without limitation, any
      so-called rental and lending rights pursuant to any European Economic Community
      ("EEC") directives and/or enabling or implementing legislation, laws or
      regulations enacted by the member nations of the EEC as well as any so-called
      home taping rights (all of the foregoing rights are herein collectively referred
      to as the "Rental, Lending and Home Taping Rights").

     

    b.  You
      hereby acknowledge and agree that the following sums are in consideration of,
      and constitute adequate and equitable remuneration for the Rental, Lending
      and
      Home Taping Rights and constitute a complete buy-out of all Rental, Lending
      and
      Home Taping Rights in perpetuity: (i) an agreed allocation to the Rental,
      Lending and Home Taping rights of 3.8% of the compensation provided for under
      this Agreement; (ii) any sums payable to you with respect to the rental and
      lending right under any applicable collective bargaining agreement or other
      industry-wide agreement; and (iii) any residuals payable to you under any such
      collective bargaining or other industry-wide agreement with respect to home
      video exploitation in the territories or jurisdictions where the Rental, Lending
      and Home Taping Rights are recognized. To the extent that the Author has not
      been fully compensated for the Author's Rental, Lending and Home Taping Rights,
      the undersigned shall be entitled to withhold and deduct from any compensation
      payable to you hereunder any such amounts which the undersigned is obligated
      to
      pay to Author in connection therewith. In connection with the foregoing, you
      hereby irrevocably grant to the undersigned throughout the universe in
      perpetuity, to the extent not inconsistent with any applicable collective
      bargaining agreement or other industry-wide agreement, the right to collect
      and
      retain for the undersigned's (or its designee's) own account the amounts payable
      to you (or to Author to the extent Author has assigned same to you) in respect
      of such Rental, Lending and Home Taping Rights and hereby irrevocably direct
      any
      collecting societies or other persons or entities receiving such amounts to
      pay
      such amounts to the undersigned. You shall also fully cooperate with the
      undersigned in connection with the collection and payment to the undersigned
      of
      such amounts.


    
      
        
        

      

      
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            19.                Annotation
      Guide. To the extent any material (including, without limitation, characters
      and characterizations) contained in the Property is based in whole or in part
      on
      any actual individual, whether living or dead, or any "real life" incident,
      you
      shall, and shall cause Author to, prepare and deliver to the undersigned, not
      later than the date reasonably designated by the undersigned, a complete, true
      and accurate written annotation of such material, in accordance with the
      guidelines provided in the Annotation Guide attached hereto as Exhibit "B"
      (an
      "Annotation"). You shall also accurately provide such other information as
      may
      be reasonably required by the undersigned for the purpose of permitting the
      undersigned to evaluate the risks involved in the utilization and exploitation
      of the Rights.

     

                20.                  Publicity/Non-Disclosure.

     

    a.  Neither
      you nor the undersigned will disclose any material provision of this Agreement
      to any third party unless reasonably necessary to do so.

     

    b.  You
      shall
      not issue publicity for the Picture at any time without the undersigned's prior
      consent, except that you may issue publicity which relates primarily to the
      comic book series "DYLAN DOG" and only incidentally to the Picture or the
      aforementioned's connection thereto, provided that any publicity issued by
      you
      shall not derogate, disparage or defame the Picture or any person, firm or
      corporation (including, without limitation, the undersigned, and its officers,
      employees, parent companies, affiliates and subsidiaries) associated with the
      Picture. You shall not disclose to any third party (except on a confidential
      basis to your business representatives) any proprietary information relating
      to
      the Picture or the undersigned (or its parent companies, subsidiaries and
      affiliates) (including, without limitation, the budget of the Picture, the
      contents of any contingent compensation statement or the terms of any agreements
      pertaining to the Picture), without the undersigned's prior written
      consent.

     

    21.                Payment.
      All monies money due and payable to you under this

     

    Agreement
      shall be paid to the address first set forth above.


    
      
        
        

      

      
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                22.                  Governing
      Law; Forum. THIS AGREEMENT SHALL BESUBJECT TO AND CONSTRUED AND INTERPRETED
      IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA APPLICABLE
      TO
      AGREEMENTS EXECUTED AND TO BE PERFORMED WHOLLY THEREIN. YOU HEREBY AGREE THAT
      ANY LEGAL ACTION OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT
      OR ANY OTHER AGREEMENT, DOCUMENT OR OTHER INSTRUMENT EXECUTED IN CONNECTION
      HEREWITH OR PURSUANT HERETO, OR ANY ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE
      ENFORCE ANY JUDGMENT OBTAINED
      AGAINST YOU OR ANY OF YOUR PROPERTIES MAY BE BROUGHT IN THE COURTS OF THE STATE
      OF CALIFORNIA, OR IN THE FEDERAL COURTS OF THE UNITED STATES FOR THE CENTRAL
      DISTRICT OF CALIFORNIA, AS THE UNDERSIGNED MAY ELECT, PROVIDED ALWAYS THAT
      SUIT
      ALSO MAY BE BROUGHT IN THE COURTS OF ANY COUNTRY OR PLACE WHERE YOU OR ANY
      OF
      YOUR ASSETS MAY BE FOUND, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
      YOU
      IRREVOCABLY WAIVE ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE
      VENUE
      OF ANY SUIT, ACTION OR PROCEEDING, ARISING OUT OF OR RELATING TO THIS AGREEMENT,
      OR ANY OTHER AGREEMENT, DOCUMENT OR OTHER INSTRUMENT EXECUTED IN CONNECTION
      HEREWITH OR PURSUANT HERETO, BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA
      OR
      IN THE FEDERAL COURTS OF THE UNITED STATES FOR THE CENTRAL DISTRICT OF
      CALIFORNIA, AND HEREBY FURTHER IRREVOCABLY WAIVE ANY CLAIM THAT ANY SUCH SUIT,
      ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
      INCONVENIENT FORUM. SERVICE OF ALL WRITS, PROCESSES AND SUMMONSES IN ANY ACTION,
      SUIT OR PROCEEDING INSTITUTED BY THE UNDERSIGNED IN ANY OF THE COURTS OF THE
      STATE OF CALIFORNIA OR OF THE UNITED STATES OF AMERICA MAY BE MADE UPON YOU
      BY
      ANY MEANS PERMITTED BY LAW, AND TO THE EXTENT PERMITTED BY LAW BY THE MAILING
      OF COPIRS OF THE SAME TO YOU, ENCLOSED IN REGISTERED OR CER:111-1ED MAIL
      COVER, AT THE ADDRESS DESIGNATED FOR YOU HEREINABOVE.

     

    23.         Miscellaneous.

     

    a.
      Any
      and all notices desired or required to be given hereunder shall be in writing
      and sent by registered or certified mail, postage fully prepaid, to the
      respective party at the following addresses (or such other address as such
      party
      may designate in writing):

     

    To
      you:

     

    SAF
      B.V.

    Kommendijk
      4, 7004 HH

    Doetinchem,
      Holland

    Attention:
      Mr. Ervin Rustemagic

     

    To
      the
      undersigned:

     

    PLATINUM
      STUDIOS, LLC

    9744
      Wilshire Boulevard, Suite 400

    Beverly
      Hills, California 90212

    Attention:
      Mr. Scott Mitchell Rosenberg


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


      with
      a courtesy copy
      to:

     

    Loeb
      & Loeb LLP

    10100
      Santa Monica Boulevard

    Suite
      2200

    Los
      Angeles, California 90067

    Attention:
      Stephen L. Saltzman, Esq.

     

    No
      breach
      of this Agreement by the undersigned shall be deemed to be material unless
      you
      shall have first served notice upon the undersigned of such alleged breach
      and
      the undersigned shall not have cured or remedied such breach within 30 days
      after receiving such notice.

     

    b.  In
      addition to any other rights and remedies of the undersigned (whether at law,
      in
      equity or otherwise), the undersigned shall be entitled to injunctive relief
      to
      enforce the provisions hereof (including, without limitation, its rights and
      entitlements under paragraph 10 above), and, in the event that the undersigned
      must institute any action or proceeding to enforce its rights hereunder, the
      prevailing party in any such action or proceeding shall be entitled to payment
      of its attorneys fees and costs incurred in connection with such action or
      proceeding (including any fees and costs relating to the dispute in question
      incurred prior to the commencement of such action or proceeding).

     

    c.  This
      Agreement (and any Exhibits attached hereto) contains the entire
      agreement between the parties hereto concerning the subject matter of this
      Agreement and shall supersede any prior or contemporaneous agreements or
      understandings. This Agreement may not be changed or modified, or any provision
      hereof waived, except by an agreement in writing signed by the party against
      whom enforcement of any waiver, change or modification is sought.

     

    d.
      Nothing herein contained shall be construed as requiring the commission of
      any
      act contrary to law, and wherever there is any conflict between any provision
      of
      this Agreement and any applicable statute, law or ordinance contrary to which
      the parties have no legal right to contract, the latter shall prevail, but
      in
      such event the provision of this Agreement affected shall be curtailed and
      limited only to the extent necessary to bring it within the applicable legal
      requirements. In particular, should any court of competent jurisdiction
      determine that any of the provisions of this Agreement are invalid insofar
      as
      they provide for an assignment or waiver of your moral rights, you hereby
      nevertheless agree that such assignment and waiver shall be restricted as
      and to the extent required by applicable law, but shall and remain
      effective insofar as the items produced under or pursuant to this Agreement
      do
      not harm your honor and reputation. Without limiting the generality of the
      foregoing, and without the following constituting (or otherwise to be considered
      as) an exhaustive list, you hereby acknowledge and agree that any additions,
      subtractions or modifications in the situations, story lines, dialogue,
      characters and/or "look and feel" of the Property do not constitute an
      illegitimate breach of your honor and reputation as long as the spirit of the
      Property is not affected. The foregoing shall also apply to the use of any
      technical or commercial process and means which are or will be considered as
      usual or customary at any time during the production


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    


     

    Kindly
      indicate your agreement to and acceptance of the foregoing by signing in the
      space provided for your signature hereinbelow.

     

    
      	
               

            	Very
              truly yours,


    

     

    
      	 	PLATINUM
              STUDIOS,
              LLC	 
	 	 	 	 
	
              Executed
                as of
                July 2, 1997

            	
              By:
                

            	/s/ Scott
              Mitchell Rosenberg	 
	 	 	Scott
              Mitchell
              Rosenberg	 
	 	 	Chairman	 
	 	 	 	 


    

     

     

    AGREED
      TO
      AND ACCEPTED

    as
      of
      July 2, 1997;

     

    SAF
      B.
      V.

     

    By
      Ervin Rustemagic

    Its________________________

     

    
 

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    EXHIBIT
      "A"

     

    ASSIGNMENT

     

    IN
      CONSIDERATION of the payment of Ten Dollars ($10.00) and other good and valuable
      consideration, receipt of which is hereby acknowledged, the undersigned hereby
      sells, grants, assigns, and transfers to PLATINUM STUDIOS, LLC (the
      "Purchaser"), and its successors, licensees and assigns, all of the
      undersigned's right, title and interest in and to the property ("Property")
      described below (excluding only the Reserved Rights), including, without
      limitation, all copyrights, moral rights, and all motion picture, television,
      audio-visual device, dramatic stage and other live performance, merchandising,
      sound recording and allied, ancillary and subsidiary rights (including the
      right
      to create certain printed publications) therein, whether now known or
      hereinafter devised (and including, without limitation, the rights set forth
      on
      Schedule "A" attached hereto and incorporated herein by this reference),
      throughout the universe in perpetuity:

     

    PUBLISHED
      COMIC BOOK SERIES: "DYLAN DOG"

     

    CREATED
      BY: TIZIANO SCLAVI

     

    including
      all contents of said Property. This agreement is subject to all terms,
      conditions and provisions contained in that certain agreement ("Agreement")
      dated as of July 2, 1997 entered into between Purchaser and the undersigned.
      Any
capitalized terms used but not defined herein shall have the meanings set
      forth in the Agreement.

     

    This
      assignment is effective as of July 2, 1997.

     

    
      	 	SAF
              B.V.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Ervin
              Rustemagic	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    


     

    
      	 STATE
              OF 	)	 
	 	)
              SS	 
	 COUNTY
              OF                               	)	 


    

     

    On
      _________________,_____________, before me , the undersigned, a Notary
      Public in and for said 
      County
      and State, personally appeared __________________,
      known
      to me (or proved to me
      on the
      basis of satisfactory evidence) to be the person whose name is subscribed to
      the
      within instrument and acknowledged that (s)he executed the same in his/her
      authorized capacity, and that by his/her signature on the instrument the person,
      or the entity upon behalf of which the person acted, executed the
      instrument.

     

    
      	 	WITNESS
              my hand and official
              seal.	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Notary
              Public in and for said
              County and State	 
	 	 	 	 
	 	 	 	 


    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    SCHEDULE
      "A"

     

     

    (Non-Exhaustive
      List of Assigned Rights)

     

    The
      Adaptation Rights and Translation Rights, i.e., the right to make
      changes to the Property and its characters, story elements, dialogues, scenes,
      etc., the right to add new or altered parts, to edit out sections or to
      rearrange the order or sequences in the plot, to commission co-authors to edit
      the Property and the right to have the Property translated into all
      languages.

     

    The
      Film Production Rights, i.e., to use the Property, or parts thereof,
      for producing a motion picture (or pictures) in any language. The film
      production rights also encompass the right to produce re-makes and
      sequels.

     

    The
      Right to the Use of Title, i.e., to use the title of
      the Property for designating the motion picture production(s).

     

    The
      Rights of (Expansion) Further Development, i.e., the right to use
      elements of the plot, as developed by the author, or any characters and their
      characteristics and features contained in the Property, as well as any other
      ideas set forth therein, without restriction, for follow-up productions (e.g.,
      sequels, remakes, series and for spin-offs from said series), or in connection
      with other productions, even if the author is not called upon to participate
      in
      the writing of the screenplays for such other productions.

     

    The
      Transmission Rights, i.e., the right to render any production based on
      the Property accessible to the public, in whole or in part, for an unlimited
number of times (runs) by way of broadcasts such as radio and television
      broadcasting, wire broadcasting, Hertzian waves, laser, microwaves, or similar
      technical devices. This applies to all possible transmission methods (for
      example, terrestrial transmitters, cable television, cable retransmission,
      satellite television, including direct broadcast satellite) irrespective of
      the
      legal form (public or private television) or of the method of financing employed
      by the television station (commercial or non-commercial television) or of the
      legal relationship between the broadcasting station and the viewer (Free TV,
      Pay
      TV, etc.). The foregoing includes the right to publicly communicate broadcasts
      as well as
      any claims to fees which may be exacted in respect of the private
      recording of television broadcasts.

     

    The
      Theatrical Rights, i.e., the right to render any production publicly
      perceptible by means of technical devices irrespective of the technical design
      of the projection system and the visual and sound recordings. The theatrical
      rights relate in particular to all film formats and narrow-gauge formats (70,
      35, 16, 8 mm) as well as electromagnetic (video) systems and encompass
      commercial and non-commercial film screenings. The foregoing includes the right
      to make any production publicly perceptible at fairs, sales exhibitions,
      festivals and similar events.

     

    The
      Videogram Rights, i.e., the right to reproduce and distribute (by means
      of selling, hiring, lending,. etc.) any production on visual and sound
      recordings of all types (videograms) for the purpose of non-public exhibition.
      This right includes all audiovisual systems such as narrow-gauge film cassettes,
      video cassettes, video tapes, video discs irrespective of the technical design
      of the system concerned. The foregoing includes the right to make any such
      production available to a limited number of viewers by closed circuit (e.g.,
      in
      hospitals, hotels, aircraft, ships, schools) as well as any claims for
      remuneration under applicable copyright laws resulting from the hiring or
      lending of recorded video cassettes and offering the possibility of making
      private recordings.


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    The
      Interactive Media Rights, i.e., the rights of exploitation in
      picture/sound media other than those mentioned above that allow the active
      influence of the recipient on the action depicted in any production. Included
      herein are, for example, CD-Roms, CDI, laser discs and other picture/sound
      media
      (multi-media rights) that can be played on end-user devices (e.g., personal
      computer(s)) designed therefor.

     

     

    The
      "Use-On-Demand" Rights, i.e., the right to make the work available, by
      way of digital or alternate storage and transmission technology, to a
      multiplicity of users for, respectively, individual demand or reception
by way of a television and/or other devices. Included in
      the foregoing
      is the right to store the work, in whole or in part, in electronic data banks,
      data nets or telephonic data services (ems., Internet, World Wide Web) for
      purposes of individual use on demand.

     

    The
      Reproduction and Distribution Rights, i.e., the right to reproduce and
      distribute any production at the
      user's discretion, within the scope of the modes of use granted hereunder,
      on
      visual and sound recordings other than the ones originally
      employed.

     

    The
      Adaptation and Dubbing Rights, i.e., the right to abridge and
      segment the Property and any production, as well as to combine the same with
      other works, to interrupt any production with advertising spots, to change
      the
      title or to adapt the Property or any production in any other way and the
      exclusive right to dub any production in other languages or to produce subtitled
      or voice-over versions thereof.

     

    The
      Right to Advertise and to Use Excerpts, i.e., the authorization to use
      excerpts from the Property or any production for advertising purposes or to
      exploit the same within the framework of other productions. The foregoing
      includes the right to advertise any production and its comprehensive
      exploitation in a manner customary in the trade (Lg, on television, in movie
      theatres, on videograms or in printed publications) while using the author's
      name and likeness.

     

    The
      Merchandising Rights, i.e., the right to commercially exploit the
      Property and any production by manufacturing and distributing products of any
      description which are connected with the Property or the production, including
      any representation of incidents, names, titles, characters, likenesses or other
      contexts and to advertise products and services of any description by using
      such
      elements or adapted or unadapted excerpts from the Property or the production
      (provided that the author shall not be represented as using, consuming or
      endorsing any such product).

     

    The
      Publication Rights, i.e., the right to write and publish summaries and
      synopses of the Property as well as the right to produce, reproduce and
      distribute 
      illustrated
        or non-illustrated books, booklets, eenae=sieips, etc. which are derived
        from
        the Property or any production either by ,repeating or narrating the contents
        -
        also in a modified or remodelled version - or in the form of photographic,
        drawn
        or painted visual representation, or the like.

       

      The
        Sound Recording Rights, i.e., the right to produce, reproduce
        and distribute phonograph records, tape cassettes or other sound recordings
        which are produced on the basis of the soundtrack of any production, or by
        way
        of narrating, rearranging or otherwise adapting the contents of the Property
        or
        any production as well as the right to broadcast or publicly communicate
        any
        such sound recordings.

    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      "B"

     

    ANNOTATION
      GUIDE

     

    Annotated
      material should contain for each element, whether an event, setting or section
      of dialogue within scene, notes in the margin which provide the following
      information:

     

    
      	
               1.

            	 Whether
              the element presents or portrays:


    

     

    
      	
              (a)  

            	
              Fact,
                in which case the note should indicate whether the person's name
                is real,
                whether (s)he is alive and whether (s)he has signed a
                release.

            


    

     

    
      	
              (b)  

            	
              Fiction,
                but a product of inference from fact;
                or

            


    

     

    
      	
              (c)  

            	
              Fiction,
                not based on fact.

            


    

               
      
      	
              2.

            	 Source
              material for the element:


    

                 

    
      	
              (a)  

            	
              Book;

            


    

     

    
      	
              (b)  

            	
              Newspaper
                or magazine article;

            


    

     

    
      	
              (c)  

            	
              Recorded
                interview;

            


    

     

    
      	
              (d)  

            	
              Trial
                or deposition transcript;

            


    

     

    
      	
              (e)  

            	
              Any
                other source.

            

  

    NOTE:
      Source material identification should give the name of the source (i.e., New
      York Times article), page reference (if any) and date. To the extent
      possible, identify multiple sources for each element. Retain copies of all
      materials, preferably cross-indexed by reference to page numbers. Coding may
      be
      useful to avoid repeated, lengthy references.

     

    Descriptive
      annotation notes are helpful (e.g., the setting is a hotel suite because
      John/Jane Doe usually had business meetings in his/her hotel suite when visiting
      Los Angeles - New
      York Times; April 1, 1981, p.8).


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    EXHIBIT
"C"

     

    PRODUCER'S
      AEUUSTED GROSS REVENUES

     

    To
      Agreement between Platinum Studios 1.1.0 ('Company') and SAF B.V.
      ("Participant") in connection with a motion picture (including sequels. remakes.
      television series and other productions based thereon) (collectively, the
      "Picture') based upon the comic book series ("Property') entitled "Dylan
      Dog.'

     

    A           Single
      Worldwide Distributor:

     

    I.       General
      Computations:

     

     (a)  
      If the Picture is financed and
      distributed by a single worldwide distributor. then Producer's Adjusted Gross
      Revenues ("PAGR') shall mean 'Producer's Gross Receipts', as defined in
      paragraph Ail, less (1) the items set forth in paragraph B.I.(aXi)-(v) below,
      to
      the extent paid or payable by Company. out of the Producer's Gross Receipts
      received by Company or
      otherwise (as opposed to such items paid by the Distributor and/or
      Financier prior to remitting Producer's Gross Receipts to Company), and to
      the
      extent rot included in the budget of the Picture. and (2) themerchandising Distribution
      Fee set forth in paragraph B.IV(x).

     

    II.  Producer's
      Gross
      Receipts:

     

    (a)  For
      purpose of this section A, 'Producer's Gross Receipts" means all cash received
      and retained (in US dollars in the United States or in freely remittable foreign
      currency) by Company from any distributor, sutdistrilmor, financier, or other
      licensee in consideration for the option, purchase, license or other disposition
      of the Rights (as the term "Rights" is defined in the main agreement to which
      this is attached. and as opposed to any consideration or compensation (whether
      fixed or contingent) paid to Company, Scott Rosenberg or any other individual
      for their respective producer and/or executive producer services). "Producer's
      Gross Receipts' shall be net of any distribution fees, distribution expenses,
      deferments and/or participations, production casts or any other deductions
      made
      by the Distributor /Financier of the Picture prior to remising Producer's Gross
      Receipts to Company.

     

    (b)  If
      merchandising, music, soundtrack, and/or other ancillary or allied and
      subsidiary rights are sold or licensed separately from the distribution rights
      in the Picture, then to the extent of such separate sale or license, such
Producer's Gross Receipts shall be treated as set forth in Section
      B,
      below.

     

    B    Multiple
      Distributors:

     

     

    I.  General
      Computation:

     

    (a)
      If
      the Picture is not financed and distributed by a single worldwide distributor
      (e.g., if the distribution rights to the Picture are licensed on a
      territory-by­territory, region-by-region and/or media-by-media basis and/or
      Company finarots the Picture though loans, equity iiIVCSCMCI0S,
      bridge financing, cash contributions from multiple sources
      or a
      combination thereof), then PAGR shallmean 'Producer's Gross Receipt?, as defined
      in paragraph B.R. less the following, deducted on a continuing basis in the
      following order:

     

    (i)  'Off
      the
      Tops," as defined in paragraph
      B.III. below;

     

    (ii)  'Distribution
      Fees.' as defined in paragraph
      B.IV;

     

    (iii)  'DistributionExpenses." as
      defined
      in paragraph B.11;

     

    (iv)  All
      deferments and/or participations whether fixed or contingent (if any) based
      upon
      or computed in respect of Producer's Gross Receipts to the extent not included
      in "Production Cost";

     

    (v)
      'Production Cost,' as defined in paragraph B.VI, with interest on the
      unrecouped portion thereof at the rate charged from time to time by Company's
      bank or other financing entity; interest shall be deducted before
      principal.

     

    (b)
      "Breakeven" means 'Producer's Gross Receipts' less the deductions set forth
      in
      clauses (), (i), (iii) and (v) of paragraph B.l(a) above; and the
      deductions set forth in paragraph B.I(aXiv) which are paid or accrue prior
      to
      Breakeven.

     

    H.Producer's
      Gross Receipts:

     

    (a) Producer's
      Gross Receipts: For purposes of this Section B, "Producer's Gross Receipt?
      means all cash received and retained (in US dollars in the United States or
      in
      freely remittable foreign currency) by Company from any distributor,
      subdistributor, or other licensee for the right to distribute. exhibit, or
      otherwise exploit the Picture and the ancillary, allied and subsidiary rights
      therein in any media. 'Producer's Gross Receipts' shall be net of any
      distribution fees, sales agency fees or commissions. distribution expenses
      and
      any other deductions made by the distributor(s)/ financiers of the Picture.
      No
      advance or security deposit paid to
      Company by any entity shall
      constitute Producer's Gross Receipts until non-refundable.
      'Sale" means any license, grant, or sale. Producer's Gross Receipts are subject
      to adjustments for refunds, rebates, credits, settlements, and
      discount.

     

    (b)
      Outright Sale: If Company sells all or any part of Company's rights for
      an amount that is not computed by reference to the purchaser's revenues, then
      (subject to subparagraph IV(aXviii) below) Company shall cause Company's net
      receipts from such sale to be included in Producer's Gross Receipts, aid
      Participant shall have no further interest in the purchaser's revenues from
      the
      use of such rights.

     

    III.
      Off the Tops: 'Off the Top? means the aggregate of the following amounts
      incurred by Company (determined on a continuing basis):



    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (i)  Taxes
—
      Taxes, excises and imposts of any kind (and payments and expenses in contesting,
      compromising or settling any of them, together with any interest and penalties
      with respect thereto imposed by any taxing authority) on or with respect to
      the
      Picture or the associated prints, physical properties. trailers, advertising
      accessories or underlying literary properties, or any use or exhibition of
      the
      foregoing, or any of the Producer's Gross Receipts or the receipt, payment
      or
      remittance thereof, provided that no income or similar taxes paid by Company
      shall be included hereunder.

     

    (ii)  Duties
—
      All duties, tariffs, customs charges, import taxes and like charges paid or
      incurred in cormection with the Picture.

     

    (iii)   Guild
      Payments — All
      costs incurred with respect to
payments required under
      applicable collective bargaining agreements,
      including, but not limited to, employer fringe benefits, residuals, royalties
      and taxes payable with respect thereto, by reason of or as a condition to any
      exhibition of the Picture, or any part thereof, or any use or reuse thereof
      for
      any purpose or in any media whatsoever.

     

    (iv)   Conversion
      Costs — All
      casts arxl expenses associated with the conversion of foreign currency into
      United States dollars.

     

    (v)   Trade
      Associations Dues
      and  Industry Assr.ssmeras
—
Dues,
      fees and
      contributions (to the extent reasonably allocated by Company to the Picture)
      payable to the MPAA, AMPTP and MPEA or any similarly constituted or substitute
      authorities or organizations, or their respective successors. and a reasonably
      allocable portion of industry assessments, including, without limitation.
      industry campaigns, contributions to legal fees and related overhead of counsel
      retained to monitor and investigate copyright infringement, and awards,
      settlements, judgments and legal fees and other costs incurred in connection
      with antitrust or similar proceedings.

     

    (vi)       Collection
      Costs — All
      costs incurred
      in connection with the collection of monies-includable
      within the Producer's Gross Receipts, including reasonable fees of attorneys
      and
      auditors, and losses, damages or liabilities suffered or incurred by Company
      (or
      its affiliates) in the collection of such monies, whether by litigation or
      otherwise.

    (vii) 
Checking
Costs
      — All costs
incurred
      to check attendance and receipts at theaters in order to
      determine the accuracy of box office reports and to investi­gate
      unauthorized exhibition or distribution of the Picture and to determine full
      utilization of rights granted, whether such cons are direct expenses or an
      allocable portion of the aggregate general checking expenses incurred by Company
      in connection with the production and distribution of motion
      pictures.

    


    IV.Distribution
      Fees:

     

    (a)
      'Distribution Fees" arc the following percentages of the applicable Producer's
      Gross Receipts (inclusive of the distribution fees payable to third party
      subdistributors and licensees; provided that if the fees payable to such third
      parties are higher than the following amounts, then such higher amounts shall
      apply):

     

     

    
      	
               

            	
              (i)Domestic
                theatrical — 30%

            


    

     

    
      	
               

            	
              (ii)Domestic
                network television — 25%

            


    

     

    
      	
               

            	
              
                (iii)DOmestic
                  television syndication includic Basic Cable —
                  35%

              

            


    

     

    
      	
               

            	
              (iv)Domestic
                pay television — 25%

            


    

     

    
      	
               

            	
              (v)Domestic
                Video — 30%

            


    

     

    
      	
               

            	
              (vi)Foreign
                Video — 25%

            


    

     

    
      	
               

            	
              (vii)Foreign
                outright sales described in subparagraph II(b) above —
                15%

            


    

     

    
      	
               

            	
              (viii)From
                outright sales described
                in
                subparagraph I1(b)
                above — 15%

            


    

     

    
      	
               

            	
              (ix)Revenues
                derived from music and publishing royalties and like sources
                —50%

            


    

     

    
      	
               

            	
              (x) If
                a third party exploits the merchandising rights to the Picture and/or
                Property (or any element thereof) 10%
                calculated 'at source' (i.e., 10% of the gross receipts received
                by such
                third party as opposed to Producer's Gross Receipts);or
                If
                  Company exploits such merchardisi.ng rights —
                  35%;

              

            


    

     

    
      	
               

            	
              (xi)All
                other revenue — 50%

            


    

     

    Notwithstanding
      the above distribution fee structure, if Company shall license the Picture
      to a
      subdistributor in any country or territory. Company, in its sole discretion,
      shall have the right to receive, at any time and from time to time, a
      distribution fee of 15% on the net proceeds actually received and retained
      by
      Company from such subdistributor in lieu of the distribution fees set forth
      in
      subparagraphs (i). (ii), (iii), (iv), (v), (vi). (vii), Cix) and (xi) above.
      If
      Company does not make such election, the fees set forth in said subparagraphs
      shall be inclusive of any distribution fees which Company shall pay to any
      third
      parties with respect to the income concerned and shall be taken on the gross
      receipts received by the subdistributor involved in lieu of the money received
      by Company from such subdistributor (i.e., in lieu of Producer's Gross
      Receipts). In addition, if Company also engages a sales agent to sell the
      Picture, then any sales agency fee or commission payable to such sales agent
      shall be deducted 'off-the-tor from Producer's Gross Receipts, and Company's
      distribution fee with respect to the sales made by such sales agent only, shall
      be reduced to an amount equal to 5% of Producer's Gross Receipts received and
      retained by Company.

     

    (b)
      Notwithstanding subparagraph (a) above, if the first project produced based
      on
      the Property is a television series, the following percentages of the applicable
      Producer's Gross Receipt shall constitute Company's
      Distribution Fees:

     

    
      	
              (i)  
                

            	
              For
                a Series initially produced
                for and telecast on U.S. network primetime
                free television
                — 10%

            


    

     

    
      	
              (ii)  
                

            	
              For
                the initial U.S. pay
                television exhibition or for a U.S. network primetime free television
                telecast (if not initially produced and telecast therefor) —
                25%

            


    

     

    
      	
              (iii)  
                

            	
              For
                any U.S. free television sale other than the foregoing (including
                syndication and basic cable) in the U.S. —
35%

            


    

     

    
      	
              (iv) 
                 

            	
              For
                any sale outside of the U.S. —
40%

            


    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    
      	
              (v) 
                 

            	
              For
                any free television sale in the United States other than on a national
                network — 40%

            


    

     

    
      	
              (vi) 
                 

            	
              For
                any outright sale specified in subparagraphs II(b)
                — 15%

            


    

     

    
      	
              (vii)
                  

            	
              Forany theatrical
                or nontheatrical direct projection
                sale — 40%

            


    

     

    
      	
              (xii)  

            	
              If
                a third party exploits the merchandising rights thereto  —
                10% calculated 'at source' (i.e., 10% of the gross receipts recceived
                by
                such third party as opposed to Producer's Gross Receipts); or If
                Company
                exploits such merchandising rights —
35%;

            


    

     

    
      	
              (viii)  

            	
              For
                soundtrack, publishing or any other sale or use not specified above
—
                50%

            


    

     

    V.    Distribution
      Expenses:
'Distribution Expenses' means all costs
      and expenses incurred by Company and any other costs and expenses
      incurred, advanced or paid by Company to or on behalf of any distributor.
      s-ubdistributar, other licensee or sales agent of the Picture (individually
      and
      collectively. "Distributor') in connection with the distribution

    and
      exhibition of the Picture in all media, and all mariufacmring, distribution,
      and
      other costs incurred by Company in connection with the exploitation of
      ancillary, allied and subsidiary rights, including but not limited
      to:

     

    Any
      rerun, use, residual, royalty, or other payment with respect to any person
      or
      any right to the extent not included pursuant to paragraph and any payroll
      tax
      or union fringe benefit payment in connection therewith;

              

              Any
      cost in connection with the
      preparation, making, duplication, editing, cutting, dubbing, subtitling,
      possession, packing, inspection, repair, storage, protection, and shipment
      (such
      as to or from any laboratory. Distributor, or licensee, including the payment
      of
      any customs, fees, taxes, or imposts in connection therewith) or any negative
      or
      positive film materials, audio or video tape, still photograph, script,
      continuity sheet, or cue sheet,
including but not limited
      In, costs of facilities, laboratory work, raw
      film or raw audio or video tape stock, reels, containers, and other materials
      or
      services;

     

    (c)  Advertising,
      publicity.or promotion costs,
      allowances or other expenses.

     

    (d)  Any
      agency package fee or commis-stet;

     

    (e)
      Any
      tax levied upon, payable with respect to, or arising in connection with the
      exploitation, use, distribution, revenues, or materials of the Picture,
      including, but not limited to, sales, Producer's Gross Receipts, turnover,
      withholding, remittance, excise, use, and personal property or similar taxes,
      to
      the extent not included pursuant to paragraph B.111(i), but excluding any net
      income, corporate, franchise or excess profits tax;

     

    (f)
      Any
      cost of converting, transmitting, or remitting currency to the extent riot
      included pursuant to paragraph B.1110v);

     

    (g)
      Any cost of collecting money from,
checking the receipts
      or
      costs of auditing any Distributor to the extent not included
      pursuant to
      paragraph 13.111(vi);

     

    (h) Any
      cost in connection with any claim brought by or against any Distributor or
      licensee to the extent not included pursuant to paragraph B.E1(vi);

     

    (i) 
      Any amount charged to Company by any
      Distributor;

     

    (j)
      Any
      governmental fee or the cost of any governmental license or permit, including,
      but not limited to,
      those required for import, export, licensing, exhibition, or censorship,
      or the cost of contesting any of the same or any other regulation or law
      affecting the Picture;

     

      
       (k)  Any cost of obtaining. maintaining, protecting, or registering
      any intangible rights, including, but not limited DI
      copyrights. trademarks, and trade names, in connection with the Picture.
      Cost
      of
      protecting the Picture, or any materials in connection with the Picture,
      physically or from legal encumbrance, by security
      measures,
      legal action, or
      otherwise;

     

     
      (m)  Any
      legal
      and accounting fees or court costs
      in
      connection with the Picture;

     

     
      (n)  Any
      cost
      of errors-and-omissions insurance
      or insurance covering physical materials; and

     

      (o)
      Trade association dues and assr'ss­menu, and
      support payments to industry academies or institutions to the extent rot
      included pursuant to paragraph B.B1(v).

     

     (p)
      Any fees, commissions, costs and expenses in connection with the marketing,
      distribution, sale, license or manufacmre of merchandising and other ancillary,
      allied and subsidiary rights.

     

    VI.    Production
      Cost:
'Production Cost" means all
      costs
      and expenses in connection with 'Production' (which  is
      deemed to include the development, pre-prcdoation, production, and
      post-production of the Picture), including, without limitation:

     

     (a)
      Any cost of a type listed in paragraph B.V if incurred in COODCal011 with
      Production rather than distribution (it being understood that any particular
      item included in Production Cost may not also be included a second time as
      a
      second time as a Distribution Expense);

     

    (b)
      Any
      cost for the right to use or purchase facilities, equipment, materials or
      services ('above the line,' 'below the line,' or other) intended to be used
      in
      connection with Production;

     

    (c)  Any
      cost
      of writing, or of rights to use underlying literary, artistic, musical, or
      intellectual property or materials, intended to be used in connection with
      the
      Picture; together with all executive or creative royalties payable with respect
      thereto;

     

    (d)  Any
      financing costs find
      fees;

     

     (e)
      Individual producer and/or executive producer fees (whether fixed or contingent)
      payable to Company, Scott Rosenberg, or any other individual for their
      distinguished from overhead; to determine all terms of each agreement, if any,
      for the distribution of Picture, or the exploitation of subsidiary rights,
      including, but not
      limited to, all terms affecting time, place, medium, frequency of use,
      and payment; to settle any claim with aspect
      to any such agreement or
      with respect to the Picture; to retain reasonable portions of PAGR as
      reserves for contingent, uncomputed, or retroactive debts; and to
      commingle funds applicable to pay­ments hereunder with other funds
      owned or held by Company. Company makes no representation or warranty with
      respect to Company's efforts in connection with the distribution of the Picture
      or exploitation of subsidiary rights, or that such distribution or exploitation
      will result in any minimum amount of Producer's Gross Receipts or
      PAGR.



    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

     

    VIDEO
      DEVICES

     

    Notwithstanding
      anything to
      the contrary in the foregoing, if Company retains the right to
      manufacture and distribute the Picture on video cassettes, video tapes, video
      discs and similar compact audiovisual devices, in any format, whether now known
      or hereafter devised,
      intended to be sold or leased to the public as a device intended
      primarily for 'home use (as such term is commonly understood in the motion
      picture industry) (collectively, 'Video Devices"),

    Producer's
      GrossReceipts shall include an amount

    determined
      as follows:

     

     1.
      An amount equivalent to twenty percent (20%) of the wholesale price (excluding
      Federal Excise Taxes, or the equivalent thereof, local taxes, if any, and
      standard container charges) actually received by Company for such Video Devices
      manufactured and sold in the United
      States, subject to customary proration and reductions (including, without
      limitation, reductions for 'sell-through' distribution of Video
      Devices).

     

    2.  As
      to
      Video Devices sold outside the United States, the amount included in Producer's
      Gross Receipts shall be the amount referred to in subparagraph 1 above and
      shall
      be calculated, at Company's election, upon the wholesale price of such Video
      Devices in the country of manufacture, the United States, England, or the
      country of sale. The aforesaid amount shall be computed in the national currency
      of the country to which the wholesale price so elected applies and shall be
      paid
      at the same rate of rirrhAnge
as
      Company is paid;
      provided, however, that such amounts on such Video Devices shall not be included
      in Producer's Gross Receipts until payment therefore has actually been received
      by Company in the United States (or in freely remittable foreign
      currency).

     

    3.  In
      respect of Video Devices sold through any 'clubs' or similar sales plans and
      devices, the amount included in Producer's Gross Receipts shall be one-half
      (1/2) of that referred to in subparagraphs 1 and 2 of this exhibit depending
      upon where such Video Devices are sold; provided, that there shall be no amount
      included in Producer's Gross Receipts with respect to Video Devices given to
      members of such clubs as 'bonus' or 'free' Video Devices as a result of joining
      the club and/or purchasing a required number of Video Devices. No amount
      included in Producers Gross Receipts shall be computed with respect W Video
      Devices given away or furnished on a no charge' basis to dealers or
      others.

     

    4.Company
      shall have the right to deduct and
to
      reserve for returns (such returns to be self-liquidgfing)
      and credits of
      any nature, including, without limitation, those on account of one hundred
      percent (100%) or a lesser return privilege, defective merchandise, exchange
      privilege. promotional credits, errors in billing, unusual overstock and errors
      in shipping.

     

     

    C-4