ex1014.htm


    Exhibit
      10.14

     

    As
      of
      December 11, 2003

    


    


     

    PLATINUM
      STUDIOS LLC

    c/o
      William Morris Agency

    One
      William Morris Place

    Beverly
      Hills, CA 90212

    Attn:
      Alan Gasmer

     

    
      	
            	
              Re:

            	
              "UNIQUE"
                / PLATINUM STUDIOS LLC / OPTION /ACQUISITION
                OF

            


      	 	 	RIGHTS


    

     

    Gentlemen:

     

    Reference
      is hereby made to the agreement ("Agreement") dated as of December
      11, 2003, between WALT DISNEY PICTURES ("WDP") and PLATINUM STUDIOS
      LLC ("Owner") for WDP's option to acquire all right, title and interest in
      and
      to the unpublished graphic novel written and owned by Owner entitled "UNIQUE"
      (formerly entitled "JAUNT") in connection with a possible Motion Picture based
      thereon tentatively entitled "UNIQUE" (the "Picture").

     

    WDP
      shall
      have no obligation to perform pursuant to this side letter ("Side Letter")
      unless and until: (i) WDP receives an executed original of this Side Letter
      and
      the Agreement, in form and substance acceptable to WDP and (ii) the Conditions
      Precedent set forth in Paragraph 1 of the Agreement have been
      satisfied.

     

    Based
      on
      the unique circumstances presented and in consideration of the mutual covenants
      and agreements contained in the Agreement, the parties hereby agree as follows
      on a non-precedential basis:

     

    
      	
            	
              1.

            	
              Reference
                is made to Paragraph 2.2.a. of the Agreement. Notwithstanding
                anything to the contrary therein, WDP hereby acknowledges and agrees
                that the Initial Option Period shall end twenty-four (24) months
                following
                the earlier
                to occur of: (a) satisfaction of the Conditions Precedent set forth
                in
                Paragraph 1 of the Agreement or (b) the date on which WDP pays Michael
                Cooney for the commencement
                of his writing services in connection with the
                Picture.

            


    

     

    
      	
            	
              2.

            	
              Reference
                is made to Paragraph 3.1.c. of the Agreement, which is
                hereby deleted
                in its entirety and replaced with the following new Paragraph
                3.1.c.:

            


    

     

    
      	
            	
              "c.

            	
              Television
                Series.

            


    

     

    
      	
            	
              (i)

            	
              If
                either: (A) 25,000 or more units of the Property are sold as a
                graphic novel (provided that Owner submits documentation substantiating
                such amount in form and substance acceptable to WDP in its sole
                discretion) prior to commencement of principal photography of the
                Picture
                or (B) the Property is listed among the top 200 titles on ICv2's
                Top 300
                Comics Actual Index (www.lcv2.com) during any month prior to the
                commencement of principal photography of the Picture, and the Picture
                is
                produced and released as a feature-length Theatrical Motion Picture,
                then
                the following royalties are payable for each episode of a television
                series based upon the Picture, as produced for a particular broadcast
                season:

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Primetime
                  Network (i.e., ABC, CBS or NBC) 

              	 
	 	 
	
                Running
                  Time

              	 	
                Payment

              	 
	 	 	 	 
	
                30
                  minutes (or less)

              	 	$	
                2,250

              	 
	
                60
                  minutes (or less, but in excess

              	 	$	
                2,750

              	 
	
                of
                  30 minutes)

              	 	 	 	 
	
                90
                  minutes (or more)

              	 	$	
                3,250

              	 
	 	 	 	 	 
	
                Non-
                  Primetime Network or Non-Network

              	 	 	 	 
	 	 	 	 	 
	
                Running
                  Time

              	 	
                Payment

              	 
	 	 	 	 
	
                30
                  minutes (or less)

              	 	$	
                1,125

              	 
	
                60
                  minutes (or less, but in excess

              	 	$	
                1,375

              	 
	
                of
                  30 minutes)

              	 	 	 	 
	
                90
                  minutes (or more)

              	 	$	
                1,625

              	 


      

    

     

    
      	
            	
              (ii)

            	
              If: (A)
                25,000 units of the Property are not sold as a graphic novel
                prior to commencement of principal photography of the Picture or
                (B)
                the Property is not listed among the top 200 titles on ICv2's Top
                300
                Comics
                Actual Index (www.lcv2.com) during any month prior to the
                commencement
                of principal photography of the Picture, and the Picture is produced
                and released as a feature-length Theatrical Motion Picture, then,
                in lieu of the television series royalties set forth in Paragraph
                3.1.c(i)
                above,
                the following royalties are payable for each episode of a television
                series
                based upon the Picture, as produced for a particular broadcast
                season:

            


    

     

    
      
        	
                Primetime
                  Network (i.e., ABC, CBS or NBC)

              	 	 	 
	 	 	 	 
	
                Running
                  Time

              	 	
                Payment

              	 
	 	 	 	 
	
                30
                  minutes (or less)

              	 	$	
                750

              	 
	
                60
                  minutes (or less, but in excess

              	 	$	
                1,250

              	 
	
                of
                  30 minutes)

              	 	 	 	 
	
                90
                  minutes (or more)

              	 	$	
                1,750

              	 
	 	 	 	 	 
	
                Non-
                  Primetime Network or Non-Network

              	 	 	 	 
	 	 	 	 
	
                Running
                  Time

              	 	
                Payment

              	 
	 	 	 	 
	
                30
                  minutes (or less)

              	 	$	
                
                  375

                

              	 
	
                60
                  minutes (or less, but in excess

              	 	$	
                625

              	 
	
                of
                  30 minutes)

              	 	 	 	 
	
                90
                  minutes (or more)

              	 	
                $

              	
                875

              	"
	 	 	 	 	 


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


     

    
      	
            	
              3.

            	
              Alternative
                Production Source Credit. Reference is made to Paragraph 4. of the
                Agreement. The following shall be added as Paragraph 4.4
                thereto:

            


    

     

    
      	
            	
              "4.4

            	
              Alternative
                Production Source Credit. Provided: (a) the Property is listed on the
                Diamond Comic Distributors, Inc. U.S. preview catalog prior to
                commencement
                of principal photography on any direct-to-video motion picture,
                television
                motion picture and/or television series produced hereunder which
                is
                substantially
                based on the Property (each an "Alternative Production"); and (b)
                Owner
                is not in breach or default hereunder, then subject to network
                approval, any
                applicable guild and/or union restrictions and WDP's standard exclusions
                and
                exceptions (including artwork title exceptions), WDP shall accord
                Owner source
                credit in connection with any such Alternative Production produced
                by
                WDP
                hereunder, as follows:

            


    

     

    
      	
            	
              (i)

            	
              On
                Screen. On a separate card (which card may be shared in WDP's sole
                discretion with other source material on which the Alternative
                Production is based), in the main titles if any other non-cast
                member
                (excluding financier[s] or distributor[s] of the Picture and WDP's
                presentation credit) is accorded credit in the main titles (otherwise
                in
                the end titles), below or after the title, in substantially the form
                of
                "Based on the Platinum Studios comic book created by Scott Mitchell
                Rosenberg," or if the title of the Alternative Production is materially
                different from that of the Property, then said credit shall be
                substantially in the form of 'Based on the Platinum Studios comic
                book
                `Unique' created by Scott Mitchell Rosenberg"
                in an average size of type not less than the larger of: (i) fifty
                percent
                (50%) of the average size of type of the title of the Alternative
                Production
                on screen or (ii) one hundred percent (100%) of the average size
                of type
                utilized to accord credit the screenwriter credit on
                screen.

            


    

     

    
      	
            	
              (ii)

            	
              Paid
                Ads. In paid ads issued or controlled by WDP, in the billing
                block portion only, if any, (i.e., if such otherwise applicable paid
                ad
                does
                not have a billing block, Owner shall not be entitled to receive
                credit
                in
                such paid ad), below or after the regular ie., not artwork) title
                of
                the Alternative
                Production, in substantially the form of "Based on the comic book
                by Scott Mitchell Rosenberg," or if the title of the Picture is materially
                different
                from that of the Property, then said credit shall be substantially
                in
                the
                form of "Based on `Unique' by Scott Mitchell Rosenberg" in an average
                size of type not less than the larger of: (i) thirty-five percent
                (35%)
                of
                the average size of the regular i.e., not artwork) title of the
                Alternative Production
                in such billing block or (ii) one hundred percent (100%) of the
                average
                size of type utilized to accord the screenwriter credit in such
                billing
                block. If the regular billing block is used in the jacket of the
                videocassette
                or video disc (i.e., if such otherwise applicable videocassette
                and/or video disc does not have a billing block, Owner shall not
                be entitled to receive credit in such videocassette and/or video
                disc),
                Owner's
                name shall appear as part of the regular billing block of said
                videocassette
                and/or video disc.

            


    

     

    
      	
            	
              (iii)

            	
              Excluded
                Ads: In the billing block portion only, if any, of any so-called
                excluded ads issued or controlled by WDP in which the screenwriter
                is accorded credit in such billing block (i.e., if such otherwise
                applicable excluded ad does not have a billing block, then Artist
                shall
                not be entitled to receive credit in such excluded ad), below or
                after the
                regular
                (i.e., not artwork) title of the Alternative Production in such
                billing block,
                in substantially the form "Based on the comic book by Scott Mitchell
                Rosenberg," or if the title of the Picture is materially different
                from
                that of the Property, then said credit shall be substantially in
                the form
                of "Based on `Unique' by Scott Mitchell Rosenberg," in an average
                size of
                type not less than the larger of: (i) thirty-five percent (35%) of
                the
                average size of type of the regular (i.e., not artwork) title of
                the
                Picture in such billing block;
                or (ii) one hundred percent (100%) of the average size of
                type utilized
                to accord the screenwriter credit in such billing block. Notwithstanding
                the foregoing, Artist shall not be entitled to receive credit in
                congratulatory, nomination and/or award ads in which only the person(s)
                so recognized receive credit, special ads, ads specially exempted
                by Paragraphs 8-203d., 8-203f. and 8-203g. of the DGA Basic Agreement,
                ads
                announcing a personal appearance, radio ads and the audio portion
                of
                teasers, trailers and television ads."


            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Except
      as
      expressly set forth herein, all provisions of the Agreement shall remain
      unchanged and in full force and effect and may not be modified except by a
      writing executed
      by all parties to the Agreement. Capitalized terms not defined herein shall
      have
      the same meaning as set forth in the Agreement.

    


     

    Please
      confirm the foregoing as accurately reflecting the agreement and understanding
      of the parties by signing in the space provided below.

     

    
      	 	 	Very
              truly yours,	 
	 	 	 	 
	 	 	WALT
              DISNEY PICTURES	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Douglas
              A.
              Carter	 
	 	 	DOUGLAS
              A. CARTER	 
	 	Its:  	SENIOR
              VICE PRESIDENT	 
	 	 	BUSINESS
              AFFAIRS	 


    

     

    ACCEPTED
      AND AGREED:

     

    PLATINUM
      STUDIOS, LLC

    By:
      Scott
      Rosenberg 

    
      

    

    Its:
      Chairman

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              DATE: 

            	 	As
              of December 11, 2003
	 	 	 	"UNIQUE"
              / PLATINUM
	 	
              SUBJECT:

            	
               

            	STUDIOS
              LLC/ OPTION /
	 	 	 	ACQUISITION
              OF RIGHTS


    

     

    MEMORANDUM
      OF AGREEMENT

    


     

    This
      Memorandum of Agreement ("Agreement") dated as of December 11, 2003, sets forth
      the terms of the agreement between WALT DISNEY PICTURES ("WDP") and PLATINUM
      STUDIOS LLC ("Owner") for WDP's option to acquire all right, title and
interest
      in and to the unpublished graphic novel written and owned by Owner entitled
      "UNIQUE"
      (formerly entitled "JAUNT") (the "Property," as more fully defined in
Paragraph
      14.11 below) (subject to Owner's reserved rights as set forth in Paragraph
      6.
      below) in connection with a possible Motion Picture based thereon tentatively
      entitled "UNIQUE"
      (the "Picture").

     

    
      	
            	
              1.

            	
              CONDITIONS
                PRECEDENTWDP
                shall have no obligation to perform under this Agreement unless and
                until:

            


    

     

    
      	
            	
              1.1

            	
              WDP
                receives an executed original of this Agreement including all attachments
                hereto (in form and substance acceptable to
                WDP);

            


    

     

    
      	
            	
              1.2

            	
              WDP
                receives an executed agreement (in form and substance acceptable
                to WDP)
                between WDP and David Goyer ("Goyer") (or his loan-out company) for
                Goyer's
                directing services in connection with the
                Picture;

            


    

     

    
      	
            	
              1.3

            	
              WDP
                receives an executed agreement (in form and substance acceptable
                to WDP)
                between WDP and David Heyman ("Heyman") (or his loan-out company)
                for
                Heyman's producing services in connection with the
                Picture;

            


    

     

    
      	
            	
              1.4

            	
              WDP
                receives an executed agreement (in form and substance acceptable
                to WDP)
                between WDP and Scott Mitchell Rosenberg ("Rosenberg") (or his loan-out
                company) for Rosenberg's producing services in connection with the
                Picture;

            


    

     

    
      	
            	
              1.5

            	
              WDP
                receives an executed agreement (in form and substance acceptable
                to WDP)
                between WDP and Michael Cooney ("Cooney") (or his loan-out company)
                for
                Cooney's writing services in connection with the Picture;
                and

            


    

     

    
      	
            	
              1.6

            	
              WDP
                approves, in its sole discretion, the chain-of-title of the rights
                granted
                to WDP herein, approves all agreements with respect thereto, and
                receives
                all assignments and releases (including publisher's releases) that
                it
                requires in connection therewith (in form and substance acceptable
                to
                WDP).

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              2.

            	
              OPTION
                / PURCHASE OF RIGHTS

            


    

     

    
      	
            	
              2.1

            	
              Option;
                Rights Granted. Owner hereby grants to WDP the exclusive and
                irrevocable
                option ("Option") to acquire all right, title and interest, including,
                without limitation,
                all forms of: motion picture, television, digital television, video
                and
                computer games, videocassette, video and laser disc, computer assisted
                media (including, but not limited to, CD-ROM, CD-I and similar disc
                systems, interactive media and multimedia and any other devices or
                methods
                now existing or hereafter devised), character, remake, sequel, sound
                record, theme park, stage play, merchandising and all allied, ancillary
                and subsidiary rights therein of every kind and nature, now known
                or
                hereafter devised, throughout the universe and in perpetuity, in
                all
                languages, in and to the Property
                (collectively the "Rights," as more fully defined in Paragraph 5.
                below),
                subject only to the reserved rights enumerated in Paragraph 6.
                below.

            


    

     

    
      	
            	
              2.2

            	
              Option
                Period.

            


    

     

    
      	
            	
              a.

            	
              Initial
                Option Period. The Option may be exercised by
                written notice
                given at any time commencing as of the date of this Agreement and
                ending
                twenty-four (24) months following satisfaction of the Conditions
                Precedent
                set forth in Paragraph 1. above (the "Initial Option Period"), subject
                to
                extension as set forth below. 

            


    

     

    
      	
            	
              b.

            	
              First
                Extended Option Period. The Initial Option Period may be extended, in
                WDP's sole discretion, for an additional period of twelve (12)
                months
                (the "First Extended Option Period") commencing upon the expiration
                of the
                Initial Option Period by written notice to Owner during the Initial
                Option. Period,
                subject to extension as set forth
                below.

            


    

     

    
      	
            	
              c.

            	
              Second
                Extended Option Period. The First Extended Option Period
                may be extended, in WDP's sole discretion, for an additional period
                of six
                (6)
                months (the "Second Extended Option Period") commencing upon the
                expiration
                of the First Extended Option Period by written notice to Owner during
                the
                First Extended Option Period, subject to extension as set forth
                below.

            


    

     

    
      	
            	
              d.

            	
              Suspension
                / Extension. The Initial Option Period as extended, if ever, by the
                First Extended. Option Period and the Second Extended Option Period,
                is hereinafter referred to as the "Option Period." Notwithstanding
                anything
                to the contrary contained herein, any option period may be further
                extended
                for any period during which a claim with respect to the Property
                has been
                asserted and remains unresolved (provided that, with respect to any
                claim
                that is not based on Lender's and Owner's representations, warranties
                or
                obligations
                hereunder, such extension shall not exceed eighteen (18) months unless
                (i)
                a lawsuit has been filed with regard to such claim, (ii) an agreement
                to
                enter into arbitration has been reached, (iii) an agreement to enter
                into
                any other judicial proceeding or alternative dispute resolution proceeding
                [e.g., mediation, so-called "rent-a-judge" proceedings, etc.] has
                been
                reached, in which case this eighteen
                (18) month time limitation shall not apply), or (iv) WDP has entered
                into
                settlement negotiations, in which case this eighteen (18) month time
                limitation shall not apply), and for any period during which WDP's
                development and/or production
                activities based upon the Property are interrupted or postponed due
                to any
                occurrence of an event of force majeure, including without limitation,
                any
                labor strike, threatened labor strike, or other labor
                dispute.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              2.3

            	
              Option
                Consideration.

            


    

     

    
      	
            	
              a.

            	
              Initial
                Option Period. In consideration of Owner's grant to WDP of
                the
                Option, WDP shall pay Owner the sum of $300,000 (the "Initial Option
                Fee")
                upon execution and delivery of this Agreement by Owner to WDP and
                satisfaction
                of the Conditions Precedent set forth in Paragraph 1. above (whichever
                last occurs), which Initial Option Fee shall be fully applicable
                against
                the "Purchase Price" set forth in Paragraph 2.6
                below.

            


    

     

    
      	
            	
              b.

            	
              First
                Extended Option Period. If WDP extends the Initial Option Period as
                set forth in Paragraph 2.2.b. above, WDP shall pay Owner the additional
                sum of $100,000 (the "First Extended Option Fee") upon the commencement
                of the First Extended Option Period, which First Extended Option
                Fee shall not be applicable against the "Purchase Price" set forth
                in
                Paragraph
                2.6 below.

            


    

     

    
      	
            	
              c.

            	
              Second
                Extended Option Period. If WDP extends the First Extended
                Option Period as set forth in Paragraph 2.2.c. above, WDP shall pay
                Owner
                the additional sum of $50,000 (the "Second Extended Option Fee")
                upon the
                commencement of the Second Extended Option Period, which Second
                Extended
                Option Fee shall not be applicable against the "Purchase Price" set
                forth
                in Paragraph 2.6 below.

            


    

     

    
      	
            	
              2.4

            	
              Exercise
                of Option. The Option shall be deemed exercised upon either notice
                given to Owner (or Owner's agent) during the Option Period or the
                commencement
                of principal photography of the Picture, if
                ever.

            


    

     

    
      	
            	
              2.5

            	
              License.
                Owner exclusively licenses WDP (and Persons and entities engaged
                by WDP) to engage in preproduction, development and writing activities
                based on or pertaining to the Property during the Option Period.
                Owner
                acknowledges that Owner shall have no right, title or interest in
                or to
                the results and proceeds of any such activities, whether or not the
                Option
                is exercised, and that such results and proceeds shall be the sole
                property of WDP, whether or not the Option is
                exercised.

            


    

     

    
      	
            	
              2.6

            	
              Purchase
                of Property. If WDP exercises the Option, WDP will own all of the
                Rights (subject only to the reserved rights enumerated in Paragraph
                6.
                below), and as payment in full for Owner's grant of the Rights to
                WDP and
                for all of the promises, representations, warranties and agreements
                made
                by Owner hereunder, and provided Owner is not in breach or default
                hereunder, Owner shall be entitled to receive the sum of
                $1,000,000 (the "Purchase Price") less the Initial Option Fee i.e.,
                $300,000) previously
                paid to Owner pursuant to Paragraph 2.3.a. above, which sum shall
                be
                payable
                to Owner upon the earlier to occur of the exercise of the Option
                by notice
                to Owner or the commencement of principal photography of the Picture,
                if
                ever.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              2.7

            	
              Production
                Bonus. If the Picture is produced and released as a
                feature-length
                Theatrical Motion Picture, and provided that Owner is not in breach
                or
                default hereunder,
                then Owner shall be entitled to receive a bonus in the amount of
                $250,000,
                which
                amount shall accrue and become payable to Owner upon commencement
                of
                principal
                photography of the Picture as a feature-length Theatrical Motion
                Picture,
                if ever.

            


    

     

    
      	
            	
              2.8

            	
              Fair
                Compensation. Owner acknowledges that the compensation provided
                to be paid pursuant to Paragraphs 2.3.a., 2.3.b. (if applicable)
                2.3.c (if
                applicable)
                and 2.6 (if applicable) above, is by itself fair, reasonable and
                sufficient compensation
                for the rights granted to WDP hereunder whether or not any production
                bonus pursuant to Paragraph 2.7 above or contingent payment pursuant
                to
                Paragraph 2.9
                below ever becomes payable to
                Owner.

            


    

     

    
      	
            	
              2.9

            	
              Contingent
                Payments. If the Picture is produced and released as a feature-length
                Theatrical Motion Picture, and Owner is not in breach or default
                hereunder, then Owner shall be entitled to receive the following,
                as
                applicable:

            


    

     

    
      	
            	
              a.

            	
              At
                such time, if ever, that the Picture achieves "Start Point #1" (as
                defined
                in Paragraph 2.10.d. below), the flat sum of
                $250,000;

            


    

     

    
      	
            	
              b.

            	
              At
                such time, if ever, that the Picture achieves "Start Point #2" (as
                defined
                in Paragraph 2.10.e. below), an amount equal to 1-1/4% of 100% of
                the
                Adjusted
                Defined Receipts, if any, of the Picture accruing from Start Point
                #2;
                and

            


    

     

    
      	
            	
              c.

            	
              At
                such time, if ever, that the Picture achieves "CP Start Point" (as
                defined
                in Paragraph 2.10.f. below), the percentage of Adjusted Defined
                Receipts,
                if any, in Owner's contingent payment set forth in Paragraph 2.9.b.
                above
                shall escalate prospectively (i.e., not retroactively) to an amount
                equal
                to 2-1/2% of 100% of the Adjusted Defined Receipts, if any, of the
                Picture, in excess
                of and accruing after CP Start Point is achieved, if
                ever.

            


    

     

    
      	
            	
              2.10

            	
              Definitions.
                The following definitions shall apply to this
                Agreement:

            


    

     

    
      	
            	
              a.

            	
              "Adjusted
                Defined Receipts" as referenced herein shall be defined, computed,
                accounted for and paid in accordance with WDP's Exhibit "DRCB" (and
                the
                rider thereto), and is defined as the Defined Receipts specified
                in
                Paragraph
                1.1.A. of Schedule 1 thereof (subject to the exclusions set forth
                in
                Paragraph 1.1.B. of Schedule 1 thereof), less the deductions set
                forth in
                Paragraph
                1.1.C. of Schedule 1 thereof, but substituting theatrical reissue
                costs
                in
                place of the theatre level advertising expenses set forth in Paragraph
                1.1.C.1, of Schedule 1 thereof (i.e., costs incurred in connection
                with
                conversions, checking,
                collections, residuals, trade dues, licenses, taxes and theatrical
                reissue
                costs).

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              b.

            	
              "Defined
                Receipts" as referenced herein shall be defined, computed and accounted
                for in accordance with WDP's Exhibit "DRCB" (and the rider thereto).

            


    

     

    
      	
            	
              c.

            	
              "Contingent
                Proceeds" and "Contingent Bonus Formula" as referenced herein shall
                be
                defined, computed, accounted for and paid in accordance with WDP's
                Exhibit
                "CB" (and the rider thereto).

            


    

     

    
      	
            	
              d.

            	
              "Start
                Point #1" as referenced herein shall be defined as the end of the
                accounting period, if ever, in which Contingent Proceeds, if any,
                are
                achieved in accordance with the "Contingent Bonus Formula" set forth
                in
                Exhibit "CB" and the rider thereto), except that for the purpose
                of
                calculating Start Point #1 only, in lieu of those "Percentage Deductions"
                set forth in the Contingent Bonus Formula, the Percentage Deduction
                shall
                instead be an "off-the-top" zero percent (0%) in all territories
                and media
                described therein.

            


    

     

    
      	
            	
              e.

            	
              "Start
                Point #2" as referenced herein shall be defined as the end of the
                accounting period, if ever, in which Contingent Proceeds, if any,
                are
                achieved in accordance with the "Contingent Bonus Formula" set forth
                in
                Exhibit "CB" (and the rider thereto) except that for the purpose
                of
                calculating Start Point #2 only, in lieu of those "Percentage Deductions"
                set forth in the Contingent Bonus Formula, the Percentage Deduction
                shall
                instead be an "off-the-top" twenty percent (20%) in all territories
                and
                media described therein.

            


    

     

    
      	
            	
              f.

            	
              "CP
                Start Point" as referenced herein shall be defined as the end of
                the
                accounting
                period in which there are first Contingent Proceeds, if ever, from
                the
                Picture
                as calculated pursuant to WDP's Exhibit "CB" (and the rider
                thereto).

            


    

     

    
      	
            	
              3.

            	
              ROYALTIES

            


    

     

    
      	
            	
              3.1

            	
              Theatrical
                Sequels; Theatrical Remakes; Television Programs. If the Picture
                is produced and W DP thereafter produces a Sequel to or Remake of
                the. Picture,
                or a Television Motion Picture based on the Picture, and provided
                Owner is
                not engaged to write for the applicable production, and further provided
                Owner is not in breach
                or default of a material term or condition hereunder, then Owner
                shall be
                entitled to receive the applicable royalty specified below, it being
                understood and agreed that Owner
                shall bear and be responsible for the payment of any and all third
                party
                royalties or use payments of any kind claimed by or through Owner
                to be
                payable in connection with the Property ("Third Party Royalties"),
                and
                shall fully indemnify WDP in connection with any and all Third Party
                Royalties.

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              a.

            	
              Theatrical
                Sequel. If WDP, in its sole discretion, produces a feature-length
                Theatrical Motion Picture Sequel to the Picture based upon a character
                (whether or not the name of such character in such Theatrical Motion
                Picture
                Sequel is the same as the name of such character in the Property)
                or plot
                line(s)
                from the Property which does not appear in the Picture, Owner shall
                be
                entitled
                to one hundred percent (100%) of the Purchase Price actually paid
                to
                Owner
                pursuant to Paragraph 2.6 above and one hundred percent (100%) of
                the
                Production
                Bonus actually paid to Owner pursuant to Paragraph 2.7. above plus,
                as
                a contingent payment, contingent payments of such sequel, which payments
                shall
                be equal to one hundred percent (100%) of the contingent payments
                to which
                Owner was entitled for the Picture as set forth in Paragraph 2.9
                above
                (e.g.,
                [i] at such time, if ever, that such feature-length Theatrical
                Motion
                Picture Sequel
                achieves Start Point #1, the flat sum of $250,000 [ii] at such time,
                if
                ever, that
                such feature-length Theatrical Motion Picture Sequel achieves Start
                Point #2,
                an amount equal to 1-1/4% of 100% of Adjusted Defined Receipts, if
                any, of
                such
                Sequel accruing from Start Point #2 and [iii] at such time, if ever,
                that
                such feature-length
                Theatrical Motion Picture Sequel achieves CP Start Point, an amount
                equal to 2-1/2% of the Adjusted Defined Receipts, if any, of such
                Sequel,
                on a prospective basis); provided, however, that if WDP, in its sole
                discretion,
                produces a feature-length Theatrical Motion Picture Sequel that is
                based
                upon a character (whether or not the name of such character in
                such Theatrical
                Motion Picture Sequel is the same as the name of such character in
                the
                Property) or plot line(s) from the Property which appears in the
                Picture,
                Owner
                shall be entitled to one-half (1/2) of the Purchase Price actually
                paid to
                Owner
                pursuant to Paragraph 2.6 above and one-half (1/2) of the Production
                Bonus
                actually paid to Owner pursuant to Paragraph 2.7 above plus, as a
                contingent
                payment, a percentage of the contingent payments (if any) of such
                feature-length
                Theatrical Motion Picture Sequel, which contingent payment shall
                be
                equal to one-half (1/2) of the contingent payments to which Owner
                was
                entitled
                for the Picture as set forth in Paragraph 2.9 above (e. [i] at such
                time,
                if
                ever, that such feature-length Theatrical Motion Picture Sequel achieves
                Start Point
                #1, the flat sum of $125,000 [ii] at such time, if ever, that such
                feature-length
                Theatrical Motion Picture Sequel achieves Start Point #2, an amount
                equal
                to 0.625% of 100% of Adjusted Defined Receipts, if any, of such Sequel
                accruing
                from Start Point #2 and [iii] at such time, if ever, that such
                feature-length
                Theatrical Motion Picture Sequel achieves CP Start Point, an amount
                equal
                to 1-1/4% of the Adjusted Defined Receipts, if any, of such Sequel,
                on a
                prospective
                basis). 

            


    

     

    
      	
            	
              b.

            	
              Theatrical
                Remake. One-third (1/3) of the Purchase Price actually paid to Owner
                pursuant to Paragraph 2.6 above and one-third (1/3) of the Production
                Bonus actually paid to Owner pursuant to Paragraph 2.7. above plus,
                as a
                contingent payment, contingent payments of such feature-length Theatrical
                Motion Picture Remake, which payments shall be equal to one-third
                (1/3) of
                the contingent payments to which Owner was entitled for the Picture
                as set
                forth in Paragraph 2.9 above (e.g„ [i] at such time, if ever, that such
                feature-length Theatrical
                Motion Picture Remake achieves Start Point #1, the flat sum of
                $83,333
                [ii] at such time, if ever, that such feature-length Theatrical Motion
                Picture
                Remake achieves Start Point #2, an amount equal to 0.42% of 100%
                of
                Adjusted Defined Receipts, if any, of such Remake and [iii] at such
                time,
                if ever, that such feature-length Theatrical Motion Picture Remake
                achieves CP Start Point, an amount equal to 0.83% of the Adjusted
                Defined
                Receipts, if any, of such Remake, on a prospective
                basis).

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              c.

            	
              Television
                Series.

            


    

     

    
      	
            	
              (i)

            	
              If
                either: (A) 25,000 or more units of the Property are sold as a
                graphic novel (provided that Owner submits documentation substantiating
                such amount in form and substance acceptable to WDP in its sole
                discretion) prior to commencement of principal photography of the
                Picture
                or (B) the Property is listed among the top 200 titles on ICv2's
                Top 300
                Comics Actual Index (www.lcv2.com) during any month prior to the
                commencement of principal photography of the Picture, and the Picture
                is
                produced and released as a feature-length Theatrical Motion Picture,
                then
                the following royalties are payable for each episode of a television
                series based upon the Picture, as produced for a particular broadcast
                season:

            


    

    
       

      
        	
                Primetime
                  Network (i.e., ABC, CBS or NBC)

              	 	 	 
	 	 	 	 
	
                Running
                  Time

              	 	
                Payment

              	 
	 	 	 	 
	
                30
                  minutes (or less)

              	 	$	
                2,000

              	 
	
                60
                  minutes (or less, but in excess

              	 	$	
                2,500

              	 
	
                of
                  30 minutes)

              	 	 	 	 
	
                90
                  minutes (or more)

              	 	$	
                3,000

              	 
	 	 	 	 	 
	
                Non-
                  Primetime Network or Non-Network

              	 	 	 	 
	 	 	 	 	 
	
                Running
                  Time

              	 	
                Payment

              	 
	 	 	 	 	 
	
                30
                  minutes (or less)

              	 	$	
                1,000

              	 
	
                60
                  minutes (or less, but in excess

              	 	$	
                1,250

              	 
	
                of
                  30 minutes)

              	 	 	 	 
	
                90
                  minutes (or more)

              	 	$	
                1,500

              	 


      

    

     

    
      	
            	
              (ii)

            	
              If:
                (A) 25,000 units of the Property are not sold as a graphic novel
                prior to commencement of principal photography of the Picture or
                (B) the
                Property is not listed among the top 200 titles on ICv2's Top 300
                Comics
                Actual Index (www.lcv2.com) during any month prior to the
                commencement
                of principal photography of the Picture, and the Picture is produced
                and
                released as a feature-length Theatrical Motion Picture, then in lieu
                of
                the television series royalties set forth in Paragraph 3.1.c (i)
                above,
                the following royalties are payable for each episode of a television
                series based upon the Picture, as produced for a particular broadcast
                season:

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
       

      
        	
                Primetime
                  Network (i.e., ABC, CBS or NBC)

              	 
	 	 
	
                Running
                  Time

              	
                Payment

              
	 	 
	
                30
                  minutes (or less)

              	
                $500

              
	
                60
                  minutes (or less, but in excess

              	
                $1,000

              
	
                of
                  30 minutes)

              	 
	
                90
                  minutes (or more)

              	
                $1,500

              
	 	 
	
                Non-
                  Primetime Network or Non-Network

              	 
	 	 
	
                Running
                  Time

              	
                Payment

              
	 	 
	
                30
                  minutes (or less)

              	
                $250

              
	
                60
                  minutes (or less, but in excess

              	
                $500

              
	
                of
                  30 minutes)

              	 
	
                90
                  minutes (or more)

              	
                $750

              


      

    

     

     

    
      	
            	
              d.

            	
              Movies(s)-of-the-Week
                or Mini Series. An aggregate sum of $25,000
                for the first two (2) hours, $10,000 for each additional hour thereafter
                (prorated for portions thereof), not to exceed a maximum of $100,000,
                regardless
                of running time. 

            


    

     

    
      	
            	
              e.

            	
              Reruns
                and Royalties. Twenty percent (20%) of the applicable royalty
                set forth in Paragraphs 3.1.c. and 3.1.d. above shall be payable
                for each
                of the first five (5) network reruns in the combined territory of
                the
                United States and
                Canada. No further rerun payments shall be made thereafter unless
                required
                by the MBA (as defined below), and if so required, at the minimum
                rate
                specified therein. 

            


    

     

    
      	
            	
              f.

            	
              Generic
                Spin-Off Series. If WDP, in its sole discretion, produces a so-called
                "generic" spin-off series based upon a television series based upon
                the
                Picture, and if Owner receives sole "Based Upon Characters Created
                by"
                credit with respect to the television series, then Owner shall be
                entitled
                to receive an amount
                equal to fifty percent (50%) of the applicable amount set forth in
                Paragraph
                3.1.c., above, for each so-called "generic" spin-off series. A "generic"
                spin-off series is a series in which a central character in a continuing
                role was created
                by Owner and appeared in the Picture and the original series based
                thereon.
                No royalties will be payable to Owner for any so-called "planted"
                spinoff
                series. A "planted" spin-off series is a spin-off from the original
                television series
                in which no central character in the Picture or the original television
                series appears in a continuing role in the spin-off
                series.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              g.

            	
              Payment
                of Royalties. Unless specified otherwise, theatrical payments
                due under this Paragraph 3.1 shall be payable upon commencement of
                principal photography and television payments shall be payable upon
                the
                initial
                United States broadcast. Except as expressly set forth herein, WDP
                shall
                not be obligated to make any so-called residual, re-run, foreign
                use or
                theatrical use payments to Owner with respect to any motion pictures
                produced by WDP based on the
                Property.

            


    

     

    
      	
            	
              h.

            	
              Inclusive
                of MBA Minimums. To the extent, if at all, this Agreement is subject
                to the Writers Guild of America Theatrical and Television Basic
                Agreement
                (the "MBA"), the royalty and rerun payments set forth in this Paragraph
                3. are inclusive of any minimum royalties and rerun fees payable
                under
                the MBA for the corresponding use. Any additional payment required
                by the
                MBA under this or any other paragraph of this Agreement shall be
                payable
                at the minimum rat e required under the MBA.


            


    

     

    
      	
            	
              i.

            	
              Payments
                in Lieu of Any Other Royalties. The payments set forth in
                Paragraph 3.1 are in lieu of any other sequel, remake, or separation
                of
                rights payments,
                including, without limitation, any such payments, if any, that Owner
                would
                be entitled to receive pursuant to any applicable collective bargaining
                agreement.

            


    

     

    
      	
            	
              3.2

            	
              Merchandising.
                If the Picture is produced and released as a featurelength Theatrical
                Motion Picture, and provided Owner is not in breach or default of
                a
                material term or  condition hereunder, Owner shall be entitled to the
                following merchandising
                royalty:

            


    

    


    
      	
            	
              a.

            	
              If
                either: (A) 25,000 or more units of the Property are sold as a
                graphic
                novel (provided that Owner submits documentation substantiating such
                amount in form and substance acceptable to WDP in its sole discretion)
                prior to commencement of principal photography of the Picture or
                (B) the
                Property is listed
                among the top 200 titles on ICv2's Top 300 Comics Actual Index
                (www.lcv2.com)
                during any month prior to commencement of principal photography
                of the Picture:

            


    

     

    
      	
            	
              i.

            	
              At
                such time, if ever, that the domestic i.e., United States and Canada)
                theatrical box office gross revenues as reported in
                Daily
                Variety
                (the "Domestic Box Office Revenue") of  the Picture equals or exceeds
                one and three-quarter times (1 -3/4x) the "Negative Cost" (as defined
                in
                Paragraph 3.2.d.i. below) of the Picture (the "Merchandise Royalty
                Start
                Point"), Owner shall be entitled to an amount equal to six and
                one-half percent (6-1/2%) of 100% of "Net Merchandising Income" (as
                defined in Paragraph 3.2.d.ii. below), if any, retroactive to first
                dollar
                of Net Merchandising Income, if any. (By way of example only, if
                the
                Negative Cost of the Picture equals $40,000,000, then Owner would
                be
                entitled to receive
                an amount equal to six and one-half percent (6-1/2%) of 100% of Net
                Merchandising Income, if any, retroactive to first dollar of Net
                Merchandising
                Income, if any, when and if the Picture achieves Domestic Box Office
                Revenue of at least $70,000,000).

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              ii.

            	
              At
                such time, if ever, that the Domestic Box Office Revenue of the Picture
                equals or exceeds two times (2x) the Negative Cost of the Picture,
                Owner
                shall be entitled to an amount equal to seven and one-half percent
                (7-1/2%) of 100% of Net Merchandising Income, if any, retroactive
                to first
                dollar of Net Merchandising Income, if
                any.

            


    

     

    
      	
            	
              iii.

            	
              At
                such time, if ever, that the Domestic Box Office Revenue of the Picture
                equals or exceeds two and one-half times (2-1/2x) the Negative
                Cost of the Picture, Owner shall be entitled to an amount equal to
                eight
                and three-quarters percent (8-3/4%) of 100% of Net Merchandising
                Income, if any, retroactive to first dollar of Net Merchandising
                Income, if any.

            


    

     

    
      	
            	
              iv.

            	
              Until
                such time, if ever, that the Merchandise Royalty Start Point is achieved,
                the Defined Receipts, if any, of the Picture shall include merchandising
                royalties, as defined in Paragraph 2 of Schedule B to Exhibit
                CB ("the CB Merchandising Royalties").


            


    

     

    
      	
            	
              v.

            	
              Disgorgement.
                If and when the
                Merchandise Royalty Start Point
                is achieved, an amount equal to the CB Merchandising Royalties
                shall
                be removed and disgorged from the Defined Receipts of the Picture.
                The
                CB Merchandising Royalties and components thereof, including without
                limitation, revenues, royalties and associated costs utilized in
                the calculation
                of CB Merchandising Royalties which are removed and disgorged
                from Defined Receipts pursuant to the preceding sentence shall
                be
                included in the calculation of Net Merchandising Income. An amount
                equal
                to any sums payable to Owner as a result of including CB Merchandising
                Royalties in Defined Receipts shall be fully credited and deducted
                from Owner's share of Net Merchandising Income, as applicable.

            


    

     

    
      	
            	
              b.

            	
              If:
                (A) 25,000 units of the Property are not sold as a graphic novel
                prior to
                commencement of principal photography of the Picture or (B) the
                Property
                is not listed among the top 200 titles on ICv2's Top 300 Comics Actual
                Index (www.lcv2.com) during any month prior to commencement
                of principal photography of the Picture, then, in lieu of the
                merchandising royalty set forth in Paragraph 3.2.a. above, at such
                time,
                if ever, that the Picture achieves Start Point #1, Owner shall be
                entitled
                to an amount equal to five percent (5%) of 100% of "Net Merchandising
                Income" (as defined in Paragraph 3.2.d. below), if any, retroactive
                to
                first dollar of Net Merchandising Income, if
                any.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (i)

            	
              Until
                such time, if ever, that Start Point #1 is achieved, the Defined
                Receipts, if any, of the Picture shall include CB Merchandising Royalties.
                

            


    

     

    
      	
            	
              (ii)

            	
              Disgorgement.
                If and when the Picture
                achieves Start Point #1, an amount equal to the CB Merchandising
                Royalties
                shall be removed and disgorged from those Defined Receipts included
                in the
                calculation of Start Point #1, to the extent that the removal and
                disgorgement of such Defined Receipts does not prevent the Picture
                from
                achieving Start Point #1. The CB Merchandising Royalties and components
                thereof, including without limitation, revenues, royalties and associated
                costs utilized in the calculation of CB Merchandising Royalties which
                are
                removed and disgorged
                from Defined Receipts pursuant to the preceding sentence shall be
                included
                in the calculation of the Net Merchandising Income. Start Point
                #1 shall be recalculated in accordance with the prior sentence for
                each
                applicable accounting period until an amount equal to the total CB
                Merchandising
                Royalties that are removed and disgorged from Defined Receipts
                are fully utilized and included in the calculation of the Net Merchandising
                Income, as applicable. An amount equal to any sums payable
                to Owner as a result of including CB Merchandising Royalties in Defined
                Receipts shall be fully credited and deducted from Owner's share
                of Net
                Merchandising Income, as
                applicable.

            


    

     

    
      	
            	
              c.

            	
              Owner's
                share of Net Merchandising Income set forth in this Paragraph
                3.2 shall be inclusive of any amounts payable to Owner in connection
                therewith pursuant to any applicable guild agreement (which shall
                be
                deemed paid at the minimum applicable payment required).
                

            


    

     

    
      	
            	
              d.

            	
              Definitions.
                The following definitions shall apply to this Paragraph 3.2:

            


    

     

    
      	
            	
              (i)

            	
              "Negative
                Cost" as referenced herein shall be defined as an amount equal to
                the sum
                of the following: (a) the Cost of Production of the Picture as set
                forth
                in Paragraph 1.5 of Schedule 1. of WDP's Exhibit "CB" attached hereto
                and
                incorporated herein; provided, however, that solely for
                the purpose of calculating Negative Cost hereunder, the third to
                last
                sentence
                of Paragraph 1.5 of Schedule 1. of WDP's Exhibit "CB" shall be deleted;
                (b) fifteen percent (15%) of the Cost of Production as set forth
                in
                Paragraph D. of WDP's Exhibit "CB" (the "15% Charge"); and (c) the
                funding
                charge set forth in Paragraph C. of WDP's Exhibit "CB" (the "Funding
                Charge"); provided, however, with respect to any reference herein
                to a multiple of the Negative Cost of the Picture, the applicable
                multiplier
                shall be applied only to the Cost of Production and not to the
                15%
                Charge or the Funding Charge which shall be included only once.
                By
                way of example only, and without limiting the foregoing, "two (2)
                times
                the Negative Cost" shall be calculated as an amount equal to the
                sum of
                the
                following: a) two (2) times the Cost of Production; b) an amount
                equal to
                the 15% Charge; and c) an amount equal to the Funding Charge.
                

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (ii)

            	
              With
                respect to items of merchandising (including interactive games and
                other
                products and services) based on the Picture, "Net Merchandising
                Income" as used herein shall mean as follows:


            


    

     

    
      	
            	
              (a)

            	
              For
                items sold by a licensee of WDP or licensee of an affiliate of WDP
                ("WDP
                Affiliate"), the royalties WDP (or WDP Affiliate,
                if applicable) receives from such licensee that are remaining
                after WDP first deducts a percentage deduction of thirty percent
                (30%) on
                all such royalties and thereafter deducts any outof-pocket costs
                and
                royalties to third parties (including any royalty granted to Owner
                in
                connection with the Picture other than as the rights holder as set
                forth
                in this Agreement); or

            


    

     

    
      	
            	
              (b)

            	
              For
                items sold by WDP or WDP Affiliate at the wholesale or
                retail level, at WDP's discretion, an amount equal to either: (A)
                seven
                percent (7%) of the wholesale price of such items sold by WDP at
                the
                wholesale
                level (less a reasonable allowance for returns); or (B) seven percent
                (7%) of fifty percent (50%) of the gross retail revenues of such
                items
                sold by WDP at the retail level (less a reasonable allowance for
                returns)
                after WDP first deducts a percentage deduction of thirty percent
                (30%)
                inclusive of subdistributor fees and thereafter deducts any out-ofpocket
                costs and royalties to third parties (including any royalty granted
                to
                Owner in any capacity in connection with the Picture other than as
                the
                rights holder as set forth herein).

            


    

     

    
      	
            	
              (c)

            	
              In
                no event shall any items of merchandise be treated as falling under
                both
                provisions (i) and (ii) above. Posters furnished to exhibitors for
                display
                or promotion, advertisements, jackets of video discs and cassettes
                and
                phonorecords, printed programs and promotional novelizations of the
                story
                of the Picture and other publications
                relating to the Picture, soundtrack recordings from the Picture,
                and
                distribution of promotional material and exhibition of any "trailer"
                or
                Featurette (as defined in Paragraph 16 below) for the Picture, shall
                not
                be considered "merchandise."

            


    

     

    
      	
            	
              e.

            	
              Owner
                shall have the right to consult with WDP with respect to merchandise
                in
                connection with the Picture; provided that in the event of disagreement
                WDP's decision shall be final and binding. Owner hereby acknowledges
                that other parties may have similar consultation rights with WDP
                in
                connection with the Picture. Owner's right of consultation shall
                be
                personal to Owner and may not be assigned or delegated to any third
                party
                

            


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              3.3

            	
              Live
                Stage Production Royalty.

            


    

    


    
      	
            	
              a.

            	
              "Broadway"
                Production. If WDP exercises the Stage Rights (as defined
                in Paragraph 5.1.f. below) hereunder and WDP produces a "first-class"
                (as
                such term is customarily defined in the legitimate stage industry)
                live
                stage production
                based on the Property, and such stage production is performed in
                New
                York on "Broadway" (a "Broadway Production"), then, provided Owner
                is not
                in
                breach or default hereunder, Owner shall be entitled to receive the
                following, as
                applicable:

            


    

     

    
      	
            	
              (1)

            	
              the
                sum of $10,000 upon the date (the "Opening Date") of the first paid
                public
                performance of such Broadway Production in New York on "Broadway"
                (if
                ever);

            


    

     

    
      	
            	
              (2)

            	
              the
                additional sum of $10,000 at such time, if ever, that such Broadway
                Production has been continuously performed in New York on "Broadway"
                for a
                period of one (1) year from the Opening Date;
                and

            


    

     

    
      	
            	
              (3)

            	
              the
                additional sum of $10,000 at such time, if ever, that such Broadway
                Production has been continuously performed in New York on "Broadway"
                for a
                period of two (2) years from the Opening
                Date.

            


    

     

    
      	
            	
              b.

            	
              "Off-Broadway"
                Production. If WDP exercises the Staqe Rights
                hereunder and WDP produces a "first-class" (as such term is customarily
                defined in the legitimate stage industry) live stage production based
                on
                the Property, and such stage production is performed in
                New York
                "Off-Broadway" (i.e., any theatre in the city of New York, seating
                no less
                than ninety-nine [99] persons and no more than four hundred and
                ninety-nine
                [499] persons) (an "Off-Broadway Production"), then, provided Owner
                is not
                in breach or default hereunder, Owner shall be entitled to receive
                the following, as applicable:

            


    

     

    
      	
            	
              (1)

            	
              the
                sum of $5,000 at such time, if ever, that such Off-Broadway
                Production has been continuously performed in New York "Off-Broadway"
                for
                a period of one (1) year from the date (the "Off-Broadway Opening
                Date")
                of the first paid public performance of such Off-Broadway Production
                in
                New York "Off-Broadway"; and

            


    

     

    
      	
            	
              (2)

            	
              the
                additional sum of $5,000 at such time, if ever, that such Off-Broadway
                Production has been continuously performed in New York "Off-Broadway"
                for
                a period of two (2) years from the OffBroadway Opening
                Date.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              d.

            	
              Except
                as set forth in Paragraphs 3.3.a and 3.3.b. above, Owner shall
                not be entitled to any compensation in connection with WDP's exercise
                of
                the Stage Rights set forth in Paragraph 5.1.f.
                above.

            


    

     

    
      	
            	
              4.

            	
              CREDIT

            


    

    


    Provided
      that Owner is not in breach or default of a material term or condition
under
      this Agreement and the Property is listed on the Diamond Comic Distributors,
      Inc. U.S.
      preview catalog prior to the commencement of principal photography of the
Picture,
      then subject to WDP's standard exclusions and exceptions (including artwork
      title exceptions) and subject to any guild or union restrictions, Owner shall
      be
      accorded credit on any feature-length Theatrical Motion Picture produced and
      released hereunder
      which is substantially based upon the Property, as follows:

     

    
      	
            	
              4.1

            	
              Source
                Credit.

            


    

     

    
      	
            	
              a.

            	
              On-Screen:
                On a separate card (which card may be shared in WDP's
                sole discretion with other source material on which the Picture is
                based)
                in the main titles, if any (otherwise in the end titles), below or
                after
                the title, in substantially the form of "Based on the Platinum Studios
                graphic novel created by Scott Mitchell Rosenberg," or if the title
                of the
                Picture is materially different from that of the Property, then said
                credit shall be substantially in the form of "Based on the Platinum
                Studios graphic novel `Unique' created by Scott Mitchell Rosenberg,"
                in an average size of type not less than the larger of (i) fifty
                percent
                (50%) of the average size of type of the title of the Picture on
                screen or
                (ii) one hundred percent (100%) of the average size of type utilized
                to
                accord the screenwriter
                credit on screen.

            


    

     

    
      	
            	
              b.

            	
              Paid
                Ads: In paid ads issued or controlled by WDP, in the billing block
                portion only, if any (i.e., if such otherwise applicable paid ad
                does not
                have a billing block, Owner shall not be entitled to receive credit
                in
                such paid ad), below
                or after the regular (i.e., not artwork) title of the Picture, in
                substantially the form "Based on the graphic novel by Scott Mitchell
                Rosenberg," or if the title of the Picture is materially different
                from
                that of the Property, then said credit shall be substantially in
                the form
                of "Based on 'Unique' by Scott Mitchell Rosenberg," in an average
                size of
                type not less than the larger of (i) thirty-five percent (35%) of
                the
                average size of the regular (i.e., not artwork) title of the Picture
                in
                such billing
                block or (ii) one hundred percent (100%) of the average size of type
                utilized
                to accord the screenwriter credit in such billing
                block.

            


    

     

    
      	
            	
              c.

            	
              Excluded
                Ads: In the billing block portion only, if any, of any so-called
                excluded ads issued or controlled by WDP in which the screenwriter
                is
                accorded credit in such billing block (i.e., if such otherwise applicable
                excluded ad does not have a billing block, then Owner shall not be
                entitled to receive credit in such excluded ad), below or after the
                regular (i.e., not artwork) title of the Picture in such billing
                block, in
                substantially the form "Based on the graphic novel
                by Scott Mitchell Rosenberg," or if the title of the Picture is materially
                different
                from that of the Property, then said credit shall be substantially
                in the
                form of "Based on `Unique' by Scott Mitchell Rosenberg," in an average
                size of type not less than the larger of: (i) thirty-five percent
                (35%) of
                the average size of type of the regular (i.e., not artwork) title
                of the
                Picture in such billing block; or (ii) one hundred percent (100%)
                of the
                average size of type utilized to accord the screenwriter credit in
                such
                billing block. Notwithstanding the foregoing, Artist shall
                not be entitled to receive credit in congratulatory, nomination and/or
                award ads, special ads, ads specially exempted by Paragraphs 8-203d.,
                8-203f. and 8203g. of the DGA Basic Agreement, ads announcing a personal
                appearance, radio ads and the audio portion of teasers, trailers
                and
                television ads.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              4.2

            	
              WDP
                shall accord on screen credit in the end titles of the Picture to
                the
                author
                and the illustrator of the Property in substantially the form "Graphic
                novel written by
                Dean Motter and illustrated by Stefano Cardoselli," or if the title
                of the
                Picture is materially
                different from that of the Property, then said credit shall be
                substantially in the form
                of "Based on `Unique' written by Dean Motter and illustrated by Stefano
                Cardoselli."

            


    

     

    
      	
            	
              4.3

            	
              As
                used herein, "size" means height, width and thickness. All other
                characteristics
                of Owner's credit under this Agreement shall be at WDP's sole discretion.
                WDP's inadvertent failure to accord credit in accordance with the
                provisions of this Paragraph 4. shall not be deemed a breach of this
                Agreement. Within a reasonable
                time after receipt of written notice from Owner specifying a material
                failure to accord Owner credit in accordance with this Agreement,
                WDP
                shall use reasonable efforts to cure prospectively any such material
                failure to accord Owner credit hereunder with regard to positive
                prints
                and/or advertising materials, the masters for which are created after
                the
                date of WDP's receipt of such notice. WDP shall use reasonable
                efforts
                to inform all third party subdistributors of the credit obligations
                contained herein; provided, however, that the failure of said
                subdistributors to comply with the abovecredit
                requirements shall not constitute a breach of this
                Agreement.

            


    

     

    
      	
            	
              5.

            	
              RIGHTS
                GRANTED

            


    

     

    
      	
            	
              5.1

            	
              Owner
                hereby specifically and irrevocably grants to WDP, solely, exclusively,
                throughout the universe and in perpetuity, all right, title and interest
                of every kind and nature in and to the Property (subject only to
                the
                reserved rights enumerated in Paragraph 6. below), including without
                limitation the following:

            


    

     

    
      	
            	
              a.

            	
              The
                right to develop, produce and exploit Motion Pictures (including
                without
                limitation, Theatrical Motion Pictures and Television Motion Pictures
                and
                Sequels and Remakes thereof) based upon or adapted from all or any
                part of
                the Property throughout the universe, in perpetuity and in all languages
                and all elements
                therein for all now known or hereafter existing uses, media, and
                forms,
                including, without limitation, all copyrights (and renewals and extensions
                thereof), motion picture, television, digital television, videocassette
                and video or laser disc, any
                computer-assisted media (including, but not limited to, CD-ROM, CD-I
                and
                similar disc systems, interactive media and multi-media and any other
                devices or methods now existing or hereafter devised) and allied
                rights
                therein.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              b.

            	
              The
                right to produce Sound Records in any format or medium now known
                or
                hereafter devised of all or any part of the Property and any and
                all
                Motion
                Pictures (including, without limitation, Theatrical Motion Pictures
                and
                Television
                Motion Pictures and Sequels and Remakes thereof) produced hereunder,
                specifically including the exclusive motion picture synchronization
                rights
                in the Property and each and every part thereof, and the exclusive
                right
                to use all or any part of the Property upon the parts of instruments
                serving to reproduce
                the same mechanically.

            


    

     

    
      	
            	
              c.

            	
              The
                right to adapt, use, dramatize, arrange, change, vary, modify,
                alter,
                transpose and make musical or nonmusical versions of the Property
                and
                any
                parts thereof including, without limitation, the characters; to add
                to,
                interpolate
                in and subtract-or omit from the Property, plot, subplots, themes,
                situations,
                action, titles, language, speech, songs, music, lyrics, dancing,
                choreography,
                sound, sound effects, scenes, dialogue, incidents, characters and
                characterizations
                thereof; to translate any of the foregoing into all languages; to
                include
                in Motion Pictures and other items provided for in this Paragraph
                5. such
                plot,
                subplots, themes, situations, action, titles, language, speech, songs,
                music, lyrics,
                dancing, choreography, sound, sound effects, scenes, dialogue, incidents
                and
                characters, characterizations and other material (whether or not
                based
                upon, or
                taken from, the Property) as WDP, in its sole and uncontrolled discretion,
                may deem
                advisable, it being the intention hereof that WDP shall have the
                exclusive, absolute
                and unlimited right to use the Property, and each and every part
                thereof,
                for motion picture purposes (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 WDP were the sole author of the Property,
                all
                without
                in any way being accountable or liable to Owner for any use that
                WDP
                may
                make thereof, excepting only the compensation and screen credit
                obligations
                (if any) to Owner contained herein. Owner 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 items produced
                hereunder
                in any way constitute an infringement of any of Owner's "droit moral"
                or
                a defamation or mutilation of any part thereof, or contain unauthorized
                variations,
                alterations, modifications, changes or translations. Owner shall
                not
                have
                any right, title or interest whatsoever in or to any plot, subplot,
                story,
                character,
                music, lyrics, dialogue, screenplay or other material of any kind
                created
                by or for WDP in the exercise of WDP's rights hereunder, or in any
                Motion
                Pictures produced hereunder or any material created by WDP in connection
                therewith.

            


    

     

    
      	
            	
              d.

            	
              The
                right to telecast directly from the performance to the audience
                on
                live television any adaptation of the Property.


            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              e.

            	
              The
                right to broadcast and exploit the Property or any part thereof including,
                without limitation, the characters, and the right to broadcast and
                exploit
                all or any part of any Motion Picture (including, without limitation,
                Theatrical Motion
                Pictures and Television Motion Pictures and Sequels and Remakes
                thereof)
                or Sound Record produced hereunder, by radio and television, digital
                television, videocassette, video or laser disc and computer games,
                any
                computer assisted media (including, but not limited to, CD-ROM, CD-I
                and
                similar disc systems,
                interactive media and multi-media and any other devices or methods
                now
                existing or hereinafter devised), or otherwise, whether by electrical
                transcription,
                film, tape, or otherwise, in any language or medium.
                

            


    

     

    
      	
            	
              f.

            	
              The
                right to perform the Property or adaptations thereof on the spoken
                stage with actors appearing in person in the immediate presence of
                the
                audience
                ("Stage Rights"), including, without limitation, the sole and exclusive
                right,
                in perpetuity, throughout the universe, to exercise all theme park
                rights
                with respect to the Picture and/or the Property, including without
                limitation the right to use
                the Picture, the title of the Picture, characters therefrom and
                elements thereof
                (including, without limitation, characters, scenes, music, costumes
                and
                sets
                and/or footage from the Picture) in WDP's (its parent and the
                subsidiaries, licensees
                and affiliates thereof, collectively "Disney" for purposes of this
                Paragraph
                5.1) existing and future theme parks, resorts, attractions, so-called
                location-based
                and/or regional entertainment centers, cruise ships and any of
                the
                foregoing licensed or operated by Disney (collectively, "Theme Parks"),
                and in
                any Disney-themed variety show (e g„ Disney's World-On-Ice, any Disney
                Circus)
                or other arena type show, in any manner and for any use, whether
                now
                known
                or hereafter invented or devised, including, but not limited to,
                in
                connection
                with live shows in Theme Parks, theatrical stage performances in
                Theme
                Parks, so-called "walk-around" performances or characters and/or
                as the
                basis in whole or in part for any ride or attraction in any Theme
                Park,
                and to make
                sponsorship deals in connection with any of the foregoing, with no
                obligation
                whatsoever, financial or otherwise, to Owner.


            


    

     

    
      	
            	
              g.

            	
              The
                right to produce and publish a novelization of the Picture; for
                purposes
                of advertising and promotion of the Picture and not for sale, the
                right to
                produce and publish (with or without illustrations by photographs,
                drawings or cartoons)
                stories, synopses, excerpts, summaries, resumes and/or fictionalizations
                based upon or adapted from the Property or any part or element thereof
                including, without limitation, the characters, and to publish "making
                of
                books
                concerning the Picture. WDP shall not publish other publications
                including
                comic books or graphic novels based upon the Picture without first
                obtaining
                Owner's permission.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              h.

            	
              The
                right to write and prepare screenplays, teleplays,
                treatments, storyboards
                and all other plans, specifications and designs for Motion Pictures
                and
                any Sound Records 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 and Sound Records produced hereunder.


            


    

     

    
      	
            	
              L

            	
              The
                right to manufacture, sell, furnish, supply and distribute products,
                by-products, services, facilities, merchandise and commodities of
                every
                nature and description now known or hereafter devised, including,
                but not
                limited
                to, still photography, drawings, posters, artwork, toys, games, items
                of
                wearing
                apparel, 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, including,
                but
                not limited
                to, the characters.

            


    

     

    
      	
            	
              j.

            	
              The
                right to copyright Motion Pictures (including, without limitation,
                Theatrical
                Motion Pictures and Television Motion Pictures and Sequels and
                Remakes
                thereof) and any versions thereof, Sound Records, musical compositions,
                screenplays, teleplays, characters and all other items provided for
                in
                this Paragraph 5. and secure copyright and/or trademark registration
                and
                protection
                thereof in all countries and territories where such protection is
                available,
                in WDP'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, digital television,
                video and
                computer games, video or laser discs, videocassettes and any
                computer-assisted
                media (including, but not limited to, CD-ROM, CD-I and similar disc
                systems,
                interactive media and multi-media and any other devices or methods
                now
                existing or hereafter devised), 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 and all other items that may be produced
                hereunder
                shall constitute independent derivative works, and WDP and its
                successors,
                assigns and licensees shall have the perpetual right to exercise
                the
                rights
                granted in this Paragraph 5.1.j. irrespective of the expiration,
                termination, transfer
                or renewal of any copyright owned or controlled by Owner, or any
                heirs,
                executors,
                widow, widower, children, successors or assigns of Owner. WDP shall
                in no event have any less rights by reason of this Agreement than
                any
                member
                of the public may now or hereafter
                have.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              k.

            	
              Insofar
                as Owner is concerned, the right to use a translation in any language
                of 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 the Motion Picture
                (whether
                or not based upon or adapted from the Property) produced hereunder,
                and
                the right to exploit, distribute and exhibit any Motion Picture produced
                hereunder
                under any other title or titles that WDP may deem proper in its
                uncontrolled
                discretion.

            


    

     

    
      	
            	
              1.

            	
              The
                right to use any of the rights set forth in this Paragraph 5. in
                connection
                with the promotion, publicizing and advertising of any Motion Picture
                or
                other production relating to the Property or the exploitation thereof
                and
                in connection
                with any commercial tie-up, or the manufacture, advertising, distribution
                and/or sale of any products, commodities or services in connection
                therewith.

            


    

     

    
      	
            	
              M.

            	
              The
                right to utilize the rights granted hereunder in connection with
                any
                so-called "Author-Written Sequel(s)" (i.e., a literary property [graphic
                novel, comic book, story, novel, drama or otherwise], whether written
                before or after the Property and whether written by Owner or by a
                successor-in-interest of Owner using one or more of the characters
                appearing in the Property, and whose plot is substantially different
                from
                that of the Property).

            


    

     

    
      	
            	
              n.

            	
              All
                rights, including all exclusive exploitation rights, of every kind
                and
                nature (including any and all copyrights and neighboring rights,
                to the
                extent such assignment is allowed by law) in and to the Property
                to WDP.
                All rights to such Property are owned by WDP solely and exclusively,
                for
                the duration of the rights in each country and area and space, in
                all
                languages, and throughout the universe. Owner and WDP are aware and
                hereby
                acknowledge that new rights to the Property may come into being and/or
                be
                recognized in the future, under the law and/or in equity (hereafter
                the
                "New Exploitation Rights"), and Owner intends
                to and does hereby grant and convey to WDP any and all such New
                Exploitation
                Rights to the Property granted by Owner hereunder. Owner and WDP
                are also aware and do hereby acknowledge that new (or changed) (1)
                technology,
                (2) uses, (3) media, (4) formats, (5) modes of transmission and (6)
                methods of distribution, dissemination, exhibition or performance
                (hereafter the "New Exploitation Methods") are being and will inevitably
                continue to be developed
                in the future, which would offer new opportunities for exploiting
                the
                Property.
                Owner intends and does hereby grant and convey to WDP any and all
                rights
                to such New Exploitation Methods with respect to the Property. Owner
                hereby
                agrees to execute any document WDP deems in its interest to confirm
                the
                existence of the preceding and to effectuate its purpose to convey
                such
                rights
                to WDP, including without limitation the New Exploitation Rights
                and any
                and all rights to the New Exploitation Methods. Owner further hereby
                agrees that Owner will not seek (1) to challenge, through the courts,
                administrative governmental
                bodies, private organizations, or in any other manner the rights
                of WDP to
                exploit the Property by any means whatsoever or (2) to thwart, hinder
                or subvert
                the intent of the grants and conveyances to WDP herein and/or the
                collection by WDP of any proceeds relating to the rights conveyed
                hereunder.

            


    

     

    
      	
            	
              o.

            	
              All
                other rights of every kind and character whatsoever now known or
                unknown
                in and to the Property, subject only to the rights specifically reserved
                to Owner in Paragraph 6. below.

            


    

     

    
      	
            	
              5.2

            	
              WDP
                shall have all rights herein granted to it in all existing and future
                versions,
                translations, dramatizations, arrangements, revisions, supplements
                and
                reissues
                of the Property written or published by or with the authority of
                Owner and
                Owner's
                successors, assigns and licensees, as well as all prior drafts, notes,
                research, source material and other works owned or controlled by
                Owner
                upon which the Property is based and from which the Property is adapted.
                All rights granted WDP under this Agreement shall be cumulative,
                and WDP
                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 WDP hereby or obtained by WDP from other sources,
                and
                regardless of whether said rights are granted in the disjunctive
                or
                conjunctive.

            


    

     

    
      	
            	
              6.

            	
              RESERVED
                RIGHTS

            


    

    


    Only
      the
      following rights (the "Reserved Rights") to the Property are reserved to Owner
      for Owner's use and disposition, subject, however, to the provisions of this
      Agreement:

     

    
      	
            	
              6.1

            	
              Publication
                Rights. Owner shall have the right to publish, distribute and
                promote
                (provided such promotion shall be consistent with the Reserved Rights
                set
                forth
                in this Paragraph 6 [e.g_, any such promotion shall be static, unless
                otherwise approved
                in advance in a writing signed by WDP in its sole good faith
                discretion]) printed
                versions of the Property on a worldwide basis in comic book form
                i.e.,
                comic books,
                comic strips and graphic novels), including translations and reissues,
                whether hardcover
                or softcover, in magazines or other periodicals, whether in installments
                or otherwise,
                in any means now known or hereafter devised for the presentation
                of text
                or comic art by various delivery systems (e.g., electronic retrieval
                and
                internet transmissions
                [provided comic art is static unless otherwise approved in advance
                in a
                writing
                signed by WDP in its sole good faith discretion; provided, and by
                way of
                example
                only, WDP hereby acknowledges that the minimal motion depicted in
                Owner's
                2003 holiday card
                submitted
                to WDP (http://www.platinumstudios.com/holiday
                card 2003.php), a screen
                grab of which
                is attached hereto and incorporated herein by this reference as
                Exhibit
                "A," would be approved to the extent the characters depicted do not
                have
                audible
                voices; provided further, that WDP acknowledges that audible narration
                by
                an offscreen narrator consisting of 200 words or less would be
                acceptable]), which may be copyrighted in the name of Owner, all
                subject
                to WDP's rights provided for in Paragraph 5.
                above. Notwithstanding anything to the contrary above, said reserved
                publication rights
                do not include picture books, coloring books, novelizations and other
                publications that do not contain the story line of the Property in
                written
                words, all of which are included
                in the rights granted to WDP. In addition, Owner shall cause the
                Publisher(s) of
                the Property to execute and deliver to WDP the Publisher's release
                in the
                form attached
                hereto as Schedule II (Publisher's Release) within thirty (30) days
                after
                the date such agreement is fully
                executed.

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              6.2

            	
              WDP
                and Owner hereby acknowledge that Owner owns world wide comic book
                and
                graphic novel publication rights to the
                Property.

            


    

     

    
      	
            	
              6.3

            	
              Direct
                Market Merchandising. The non-exclusive right to continue to
                manufacture,
                sell and/or distribute merchandise ("Pre-Existing Merchandise") based
                on
                the Property
                (other than the "Film Elements" [as defined in Paragraph 6.4 below],
                which
                rights are
                granted exclusively to WDP) solely in the so-called "Direct Market"
                (as
                defined below) pursuant
                to binding agreements entered into prior to the date which is eight
                (8)
                weeks prior to the
                commencement of principal photography of the Picture ("Pre-Existing
                Merchandise Date").
                A complete list of all current agreements of Owner in connection
                with
                Pre-Existing Merchandise
                ("Pre-Existing Merchandise Agreements") in existence as of the date
                of
                execution
                of the Agreement is attached hereto as Schedule V. Commencing on
                the date
                of this
                Agreement, Owner shall only enter into merchandising agreements with
                respect to the Property
                which possess an initial term ending one (1) year from the first
                shipping
                date (which shipping
                date shall be no more than six [6] months from commencement of such
                merchandising
                agreement) and optional or renewal terms of six (6) months or less.
                Owner
                acknowledges
                that after the Pre-Existing Merchandise Date, Owner shall neither
                enter
                into any
                new merchandising agreement nor renew or allow to be renewed or exercise
                or allow to be
                exercised any option to extend the term of any merchandising agreement
                in
                connection with
                the Property. For purposes of this Agreement, "Direct Market" shall
                mean
                and refer to the
                economic market comprised of (i) comic book, science-fiction, fantasy,
                and/or hobby specialty
                stores and the distributors thereto; and (ii) such other comic-book
                specialty stores and
                comic-book mail-order retailers that purchase some or all of their
                new-comics inventory on
                predominantly a nonreturnable basis from (A) publishers directly,
                (B)
                comics-specialty distributors
                such as, but not limited to, Diamond Comic Distributors, Inc., and/or
                (C)
                specialty licensees
                such as, but not limited to, Dynamic Forces, Inc. or American
                Entertainment. Owner
                shall be strictly prohibited from using WDP's name or the name of
                WDP's
                parent, subsidiaries,
                subsidiaries of its parent, affiliates, associates, successors and
                assigns
                or from making
                any reference to the Picture or using any Film Elements, in connection
                with, among other
                things, the manufacturing, selling, advertising and/or distribution
                of the
                Pre-Existing Merchandise
                without the express prior written approval of a WDP Business Affairs
                executive. For
                purposes of clarification, WDP's right to manufacture, sell and/or
                distribute merchandise based
                on the Property shall be non-exclusive on or after the date of WDP's
                exercise of the Option,
                as more fully set forth in Paragraph 5, above, and shall be exclusive
                commencing on the
                Pre-Existing Merchandise Date. In connection with Pre-Existing
                Merchandise, Owner (a) shall
                maintain in full force and effect customary insurance for licensees
                with
                respect to the manufacture,
                distribution and sale of (or any other activity[ies] which involve)
                Pre-Existing Merchandise
                naming those Owner must indemnify in Paragraph 8, below, as additional
                insureds;
                and (b) shall otherwise comply with the terms of this Agreement.
                

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    WDP
      shall retain the exclusive right to merchandise
      the Property pursuant to Paragraph
      5 above commencing on the Pre-Existing Merchandise Date and continuing
for
      a
      period until three (3) years following the conclusion of the domestic theatrical
      release
      of the Picture (the "Post-Cycle Date"). If at any time following the Post-Cycle
      Date
      WDP
      has ceased merchandising the Property, then Owner may, pursuant to the
conditions
      set forth in the preceding paragraph, resume the right to manufacture, sell
      and/or
      distribute Direct Market merchandise based on the Property ("Post-Cycle
Merchandise")
      pursuant to binding agreements entered into after the Post-Cycle Date
and
      prior
      to the date which is eight (8) weeks prior to the commencement of principal
      photography
      of another project (e.g, television series, sequel, remake, direct-to-video)
      (a
      "Subsequent Production") based on the Property ("Post-Cycle Merchandising").
      Owner
      shall only enter into Post-Cycle Merchandising agreements with respect to the
      Property
      which possess an initial term of one (1) year or less from the first shipping
      date (which
      shipping date shall be no more than six [6] months from the commencement of
      such
      merchandising agreement) and optional or renewal terms of six (6) months or
      less.
      Owner acknowledges that after the date which is eight (8) weeks prior to the
      commencement
      of principal photography of a Subsequent Production, Owner shall neither
      enter into any new Post-Cycle Merchandising agreement nor renew or allowed
      to
      be
      renewed or exercise or allow to be exercised any option to extend the term
      of
      any Post-Cycle
      Merchandising agreement in connection with the Property. There shall be a
new
      Post-Cycle Date for each Subsequent Production which shall be three (3) years
      following
      the conclusion of the domestic theatrical release of such Subsequent
Production.

     

    
      	
            	
              6.4

            	
              General
                Restrictions on Reserved
                Rights.

            


    

     

    
      	
            	
              a.

            	
              Use
                of Film Elements by Owner.

            


    

     

    
      	
            	
              (i)

            	
              Owner
                shall have no right in the exercise of any of the Reserved
                Rights to use (or to authorize third parties to use) any "Film
                Elements" (as defined below) or to promote, publicize, market,
                advertise or otherwise exploit the Reserved Rights in such a manner
                as to
                tie or connect such Reserved Rights with the Picture
                or any other production produced by WDP hereunder. As used
                herein, "Film Elements" shall mean WDP's name or the name of WDP's
                parent,
                subsidiaries of its parent, affiliates, successors and
                assigns (and any trademarks, copyrights, service marks, or logos
                of the foregoing) and any element specifically created, written,
                authorized or licensed by or on behalf of WDP (or WDP's parent,
                subsidiaries of its parent, affiliates, successors or assigns), whether
                in
                connection with any Theatrical Production or Television Production
                or
                exploitation of the Rights or otherwise, including but not
                limited to, screenplay, teleplay, title (other than the title "Unique"),
                music, lyrics, themes, costumes, designs, plots, scenes, logos, settings,
                artwork (including key artwork), characters, advertising
                and publicity materials or other
                material.

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (B)

            	
              Nothing
                in this Paragraph 6 shall restrict in any manner WDP's
                right to design, manufacture, license, sell, display or exploit
                posters
                furnished exhibitors for display or promotion, advertisements,
                jackets
                of video devices and sound records relating to any Theatrical Production
                or Television Production and distribution of promotional materials
                and products (including but not limited to the licensing of any
                "give
                away" or other items as part of a commercial tie-up arrangement for
                any
                Theatrical Production or Television Production) and exhibition of
                any
                "trailer"
                or promotional films relating to any Theatrical Production or Television
                Production.

            


    

     

    
      	
            	
              (C)

            	
              It
                is expressly agreed that Artist's reserved rights under Paragraphs
                6.1 and 6.3 above relate only to the Property and not to any screenplay,
                characters, teleplay, music, lyrics, sequels or other material written
                by
                or created by or for or authorized by WDP, even though the same may
                contain characters or other elements contained in the
                Property.

            


    

     

    
      	
            	
              7.

            	
              WARRANTIES

            


    

     

    Owner
      hereby represents, warrants and agrees that:

     

    
      	
            	
              7.1

            	
              Owner
                is the sole owner of all rights (including the Rights, as defined
                in
                Paragraph 5. above) herein granted or intended to be granted and
                has full
                power and authority to grant said rights to
                WDP;

            


    

    


    
      	
            	
              7.2

            	
              Owner
                has full power and authority to agree to restrictions upon the
                exercise
                of the rights (if any) reserved to Owner, including those restrictions
                (if
                any) as more particularly set forth in Paragraph 6.
                above;

            


    

     

    
      	
            	
              7.3

            	
              None
                of the rights granted to WDP hereunder has been granted, encumbered,
                or otherwise disposed of in any manner to any Person, firm or other
                entity
                and Owner has not granted any other rights to the Property; no Motion
                Picture based in whole or in part upon the Property has been produced
                or
                authorized by or with the knowledge
                or consent of Owner; neither the Property nor any version thereof
                nor any
                play
                or dramatic adaptation based thereon in whole or in part has been
                published or presented
                or authorized on television, stage or on the spoken stage by or with
                the
                knowledge
                or consent of Owner;

            


    

     

    
      	
            	
              7.4

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

            


    

     

    
      	
            	
              7.5

            	
              There
                are no claims or litigation pending or threatened which will or might
                adversely affect any of the rights herein granted to
                WDP;

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              7.6

            	
              The
                Property is original with Owner; neither the Property nor any part
                thereof
                is taken from or based upon any other material except material wholly
                owned by Owner; and neither the Property nor any part thereof, or
                the
                exercise by WDP of the rights herein granted, will violate or infringe
                upon the trademark, trade name, copyright, patent, and to the best
                of
                Owner's knowledge (or that which Owner should know in the exercise
                of
                reasonable diligence and prudence) literary, dramatic, musical, artistic,
                personal,
                civil or property right or any other right of any Person, or invade
                the
                right of privacy or constitute a libel or slander of any
                Person;

            


    

     

    
      	
            	
              7.7

            	
              The
                Property is not in the public domain, and enjoys, and will enjoy,
                either
                statutory or (to the extent that it may exist) common law protection
                in
                the United States and all countries adhering to the Berne and Universal
                Copyright Conventions; and the rights granted to WDP hereunder are
                and
                will be exclusive; and

            


    

     

    
      	
            	
              7.8

            	
              Attached
                hereto, marked "Schedule I" and made a part of this Agreement by
                this
                reference, is a statement of all publications, if any, prior uses,
                if any,
                prior versions,
                adaptations and translations, if any, and copyright status of the
                Property. Such
                statement shall also set forth the existence, if any, of any valid
                agreement with third parties for the publication or dramatic production
                of
                the Property.

            


    

     

    
      	
            	
              8.

            	
              INDEMNITY

            


    

     

    
      	
            	
              8.1.

            	
              Owner
                will defend, indemnify, make good, save and hold harmless WDP,
                its
                parent, subsidiaries, subsidiaries of its parent and/or affiliated
                companies, the officers
                and directors of the foregoing, and its successors and assigns, from
                and
                against
                any losses, damages, costs, liabilities, charges, reasonable attorneys'
                fees, recoveries,
                actions or judgments from a court of competent jurisdiction, penalties,
                guild fees or awards, expenses and any other losses whatsoever which
                may
                be obtained against, imposed upon or suffered by WDP, its parent,
                subsidiaries, subsidiaries of its parent and/or affiliated companies,
                the
                officers and directors of each of the foregoing and its successors
                and/or
                assigns, by reason of the breach or alleged breach of any warranty,
                covenant, agreement or representation herein made by
                Owner.

            


    

     

    
      	
            	
              8.2.

            	
              Except
                with respect to (i) matters constituting a breach by Owner of any
                of the
                representations, warranties and/or agreements contained herein, or
                (ii)
                gross negligence,
                willful misconduct, or recklessness by Owner, or (iii) a third party
                claim
                relating,
                referring, or arising out of actions by Owner that are outside the
                course
                and scope of Owner's services in connection with the Picture, WDP
                agrees
                to indemnify Owner and hold Owner harmless from and against any and
                all
                damages and expenses (other than with respect to any settlement entered
                into without WDP's written consent or claim to which WDP has not
                been
                notified) arising out of any third party claim against Owner resulting
                from WDP's development, production, distribution and/or exploitation
                of
                the Picture or any element thereof and shall provide Owner with a
                defense
                (with counsel
                of WDP's choice), provided, Owner cooperates with WDP and follows
                WDP's
                reasonable instructions in connection with such claim. Nothing herein
                shall be deemed a
                waiver of WDP's right of subrogation, except that WDP shall waive
                its
                right of subrogation
                to the extent such damages and expenses are covered by this indemnity.
                The
                foregoing shall not limit WDP's right to include any such damages
                and
                expenses in the negative cost of the Picture or as a distribution
                cost for
                the Picture.

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              9.

            	
              PRIOR
                INSTRUMENTS

            


    

     

    
      	
            	
              9.1

            	
              Owner
                hereby grants to WDP all of Owner's right, title, and interest in
                and
                to
                any and all agreements, assignments, releases and other instruments
                or
                documents in
                writing (collectively "Instruments") heretofore or hereafter executed
                in
                favor of Owner, or
                any predecessor of Owner, insofar as said Instruments grant or purport
                to
                grant to Owner,
                or any such predecessor, any of the rights, privileges and property
                herein
                granted
                to WDP, together with the full benefit of all representations, warranties
                and agreements
                made by any party in favor of Owner or any such predecessor, insofar
                as
                the
                same pertain to or affect any of the rights, privileges and property
                herein granted to WDP.

            


    

     

    
      	
            	
              9.2

            	
              Owner
                represents and warrants that: (a) any such Instruments (if any
                exist)
                have not been amended, modified or cancelled in any way, and are
                in full
                force and
                effect as originally signed; (b) Owner has not granted or assigned
                any
                right, title or interest
                heretofore acquired by Owner in, to or under said Instruments in
                a manner
                inconsistent
                herewith; and (c) there has been paid to the party or parties entitled
                thereto all
                sums which have heretofore become payable under any of said Instruments,
                and, except
                as herein specifically provided, Owner will hereafter pay or cause
                to be
                paid, to the
                party or parties entitled thereto, all sums which may hereafter accrue
                under said Instruments.

            


    

     

    
      	
            	
              10.

            	
              COPYRIGHTS

            


    

     

    
      	
            	
              10.1

            	
              Owner
                further grants and assigns to WDP an exclusive, irrevocable license,
                in perpetuity, in and to any and all of Owner's right, title and
                interest
                in and to any and all copyrights in and to the Property and each
                and every
                part thereof contained therein, together with all benefits of said
                copyrights and all remedies held thereunder, and all actions and
                causes of
                action for infringement or violation of said copyrights, or any other
                rights in the Property or relating thereto, and all damages, profits,
                penalties and other recoveries and all other rights of every kind
                and
                character which Owner may now or hereafter have directly or indirectly
                as
                a result of any such infringement or violation,
                but only insofar as said copyrights pertain to or affect any of the
                rights, privileges and property herein granted to
                WDP.

            


    

     

    
      	
            	
              10.2

            	
              Owner
                agrees: (a) to prevent the Property from becoming injected into the
                public
                domain; (b) to cause to be affixed to each copy of the Property or
                any
                part thereof published or offered for sale by or with the authority
                of
                Owner notice of copyright
                complying in all respects with the United States Copyright law and
                with
                the Universal Copyright Convention; (c) to register the Property
                wherever
                necessary for such protection; (d) to contract henceforth for the
                benefit
                of WDP for the above but
                not the obligation, to complete any such copyright assignment, fill
                in any
                blanks which
                may be left therein (including dates, Copyright Office registration
                information, etc.),
                execute the same in Owner's name, or obtain execution thereof by
                others,
                as the case may be, and record the same in the United States Copyright
                Office, or elsewhere, as WDP sees fit. WDP shall provide Owner with
                copies
                of such documents and five (5) days (reducible in WDP's sole discretion
                due to exigencies) to execute such documents before WDP executes
                as
                Owner's attorney-in-fact.

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              11.

            	
              TRADEMARKS

            


    

    


    
      	
            	
              11.1

            	
              Grant:
                WDP grants to Owner and Owner hereby accepts a non-exclusive, worldwide
                royalty-free license to use the trademarks (i.e., the words, names,
                designs, logos, brands, symbols, devices, trade dress or any combinations
                thereof) presently used or hereafter devised in connection with the
                Property (collectively, the "Marks") in connection with Owner's Reserved
                Rights as set forth in Paragraph 6 above (i.e., the right to publish,
                distribute and promote printed versions of the Property in comic
                book form
                [the "Comic Books"] and the right to manufacture, sell and/or distribute
                merchandise
                based on the Property solely in the so-called "Direct Market" [the
                "Direct-Market
                Merchandise"]). The grant of rights herein shall specifically not
                include
                use of the
                Marks in connection with publications or merchandise other than the
                Comic
                Books or
                Direct Market Merchandise or merchandise associated with the Picture
                or
                any other productions
                or derivative works produced by WDP hereunder or based upon the Film
                Elements.

            


    

     

    
      	
            	
              11.2

            	
              Term:
                The license granted in this Paragraph 11 shall last in perpetuity,
                unless
                sooner terminated by the terms of this Agreement or pursuant to Owner's
                reversion
                rights set forth Paragraph 17 below. In the event of a breach of
                this
                Paragraph
                11 by Owner, all use of the Marks by Owner shall cease immediately
                upon
                Owner's
                receipt of notice from WDP of the breach and termination. Upon termination
                of the
                license granted in this Paragraph 11, all rights granted in this
                Paragraph
                11 will revert
                to WDP.

            


    

     

    
      	
            	
              11.3

            	
              Right
                of Owner to Sublicense: Any of the rights granted under this
                Paragraph
                11 may be sublicensed by Owner during the term of the license. Any
                such
                sublicense granted by Owner hereunder shall be terminated upon the
                termination of this
                license.

            


    

     

    
      	
            	
              11.4

            	
              No
                Assignment: This license shall be non-assignable. Any attempt by
                Owner
                to assign this license shall constitute a material
                breach.

            


    

     

    
      	
            	
              11.5

            	
              Quality
                Control:

            


    

     

    
      	
            	
              (a)

            	
              Owner
                acknowledges that if any of the Comic Books or Direct-Market
                Merchandise were of inferior quality, the substantial goodwill established
                in the Marks would be impaired. Accordingly, Owner agrees that the
                goods
                comprising
                the Comic Books and all Direct-Market Merchandise will (i) be of
                high
                quality,
                (ii) comply with all international, federal, state and local laws
                and
                (iii) be fit
                for consumers' anticipated uses.

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (b)

            	
              Owner
                shall submit to WDP each Comic Book and/or item of Direct-Market
                Merchandise to assure compliance with the quality control standards
                set forth in Paragraph 11.5(a) above. Any approval by WDP shall not
                be
                deemed to constitute an opinion by WDP that any item is safe or complies
                with all applicable laws. Owner shall remain fully and solely responsible
                for all product safety and for ensuring that all Comic Books and
                all
                Direct-Market Merchandise
                are in compliance with all applicable
                laws

            


    

     

    
      	
            	
              (c)

            	
              In
                the event that the above-stated quality standards are not met or
                maintained throughout the term of this license, WDP has the right
                to
                require that Owner and its affiliates meet the quality standards
                as set
                forth in Paragraph 11.5 (a) above within a reasonable period of time.
                

            


    

     

    
      	
            	
              11.6

            	
              Alteration
                to the Work: Owner may not make material alterations or changes
                to the quality of the Comic Books and Direct-Market Merchandise or
                the
                Marks after
                approval by WDP as set forth in 11.5(b) above without seeking permission
                from WDP.

            


    

     

    
      	
            	
              11.7

            	
              Intellectual
                Property Rights: Owner agrees that it will not, during the term
                of
                this license or thereafter, attack the title or any rights of WDP,
                or any
                related company
                of WDP, in and to the Marks. Owner agrees to assist WDP and to cooperate
                fully
                with WDP to procure any protection or to protect any of the rights
                of WDP
                to the Marks.

            


    

     

    
      	
            	
              11.8

            	
              Notification
                of Third Party Infringement: Owner will notify WDP of any infringement,
                imitation or act inconsistent with WDP's ownership of the Marks of
                which
                Owner
                becomes aware. WDP shall in its sole discretion determine whether
                or not
                to take any action with respect to. such infringement or act and
                Owner
                agrees to reasonably cooperate
                and to comply with any requests by WDP for assistance in pursuing
                such
                action. 

            


    

     

    
      	
            	
              11.9

            	
              Ownership:
                Owner's use of the Marks shall inure to WDP's benefit. Owner
                acknowledges and agrees that WDP is the exclusive owner of the Marks,
                and
                of any
                trademark incorporating a Mark, as well as any future trademark rights
                created by other
                use on or in association with the Comic Books or Direct-Market
                Merchandise. Without
                limiting the foregoing, if Owner for any reason is found to have
                obtained
                any interest
                in the Marks (or of any trademark incorporating a Mark, as well as
                any
                future trademark
                rights created by other use on or in association with the Comic Books
                or
                Direct-Market
                Merchandise), Owner shall assign those rights to WDP, together with
                the
                goodwill
                attaching to that part of the business in connection with which such
                trademarks are
                used.

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              12.

            	
              USE
                OF OWNER'S NAME 

            


    

     

    WDP
      shall
      have the right to publish, advertise, announce and use in any manner
or
      medium
      the name, biography and photographs or other likenesses of Owner in connection
      with any exercise by WDP of its rights hereunder; provided, however, that
with
      respect to any third party commercial tie-ins in connection with the Picture,
      Owner shall
      not
      be depicted as personally endorsing any product or service; provided further
      that
      the
      use of Owner's name in the billing block in connection with any such third
      party
commercial
      tie-in shall not constitute a personal endorsement of such product or
service
      by Owner.

     

    
      	
            	
              13.

            	
              ASSIGNMENT
                

            


    

     

    WDP
      may
      assign, transfer, license, delegate and/or grant all or any part of its rights,
      privileges and property hereunder to any Person. This Agreement shall be
binding
      upon and shall inure to the benefit of the parties hereto and their respective
      heirs, executors, administrators, successors and assigns. Owner shall not
      assign, transfer,
      license, delegate or grant all or any part of Owner's rights hereunder to any
      other Person or entity. 

     

    
      	
            	
              14.

            	
              DEFINITIONS

            


    

     

    As
      used
      herein:

     

    
      	
            	
              14.1

            	
              "Copies"
                with reference to a Motion Picture or Sound Record, means and includes
                any
                negative or positive print, dupe, negative, video or other electronic
                tape
                recording, disc or other physical article of any kind produced, reproduced
                or re-recorded by means of any photographic, electrical, electronic,
                mechanical, computer-assisted media or other processes or devices
                now or
                hereafter known, invented, used or contemplated
                on which such Motion Picture and/or Sound Record or any part thereof,
                is
                printed, imprinted, recorded, reproduced or duplicated, together
                with any
                package, cartridge,
                cassette or other container in which the same may be distributed
                or
                sold.

            


    

     

    
      	
            	
              14.2

            	
              "Copies"
                with reference to a screenplay or teleplay, means any typewritten
                or
                printed copies thereof in substantially the form used in connection
                with
                production of the Motion Picture involved, whether or not accompanied
                by
                explanatory notes or comments,
                still photographs or other
                illustrations.

            


    

     

    
      	
            	
              14.3

            	
              "Copies"
                with reference to a musical composition or the lyrics thereof,
                means
                any copies, arrangements, orchestrations or versions thereof, whether
                or
                not in the form used in connection with the Motion Picture
                involved.

            


    

     

    
      	
            	
              14.4

            	
              "Motion
                Picture" or its equivalent, means and includes a motion picture,
                cinematograph film and/or photoplay of every kind and character
                whatsoever, including the Sound Records thereof, as well as trailers
                and
                clips thereof, produced by means of any
                photographic, electrical, electronic, mechanical or other processes
                or
                devices now or hereafter known, invented, used or contemplated, by
                which
                photographs, pictures, drawings, images or other visual reproductions
                or
                representations are or may be printed,
                imprinted, recorded or otherwise preserved on film, tape or any other
                material of any description (whether translucent or not) for later
                projection or exhibition in such manner that the same are or appear
                to be
                in motion on a screen, mirror, tube or other medium or device, whether
                or
                not accompanied by Sound Records.

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              14.5

            	
              "Television
                Motion Picture" means a Motion Picture produced hereunder based upon
                the
                Property initially exhibited on television, including without limitation:
                (a) a pilot, or an episode of a television series (episodic or anthology),
                it being understood that a "television series" includes the pilot
                therefor, regardless of length and regardless of whether there is
                any
                binding commitment for any ensuing series of episodes from such pilot;
                (b)
                a so-called single or movie-of-the-week ("MOW"); or (c) a so-called
                "Miniseries"
                consisting of a Television Motion Picture which is a serialization
                of the
                plot or story based upon the Property, and is intended for exhibition
                sequentially in two or more
                segments.

            


    

     

    
      	
            	
              14.6

            	
              "Theatrical
                Motion Picture" means a Motion Picture produced hereunder based upon
                the
                Property which is initially exhibited as a general theatrical release
                (ea, public or private screenings and/or previews and/or a limited
                theatrical test run of one [1] week or less shall not constitute
                a
                theatrical release for purposes of this
                Agreement).

            


    

     

    
      	
            	
              14.7

            	
              "Person"
                includes any association, organization, partnership, business trust,
                corporation or governmental agency, as well as natural
                persons.

            


    

     

    
      	
            	
              14.8

            	
              "Remake"
                means a Motion Picture utilizing the characters of the Property and
                depicting the same plot or story as that portrayed in the initial
                Motion
                Picture, which plot or story does not continue the original story
                or carry
                it forward or backward in time.

            


    

     

    
      	
            	
              14.9

            	
              "Sequel"
                means a Motion Picture utilizing the principal character or characters
                of
                the Property, initial Motion Picture or any Sequel or Remake thereof
                participating in entirely different events than those portrayed in
                any
                preceding Motion Picture(s), whether prior to, concurrent with or
                subsequent to the events portrayed in any preceding Motion Picture(s)
                and
                whose plot is substantially new.

            


    

     

    
      	
            	
              14.10

            	
              "Sound
                Records" means and includes sound recordings and reproductions
                of every kind and character whatsoever produced by means of any
                electrical,
                electronic, mechanical or other processes or devices now known or
                hereafter known, invented, used or contemplated by which sound may
                be
                recorded for later transmission
                or playback, whether or not simultaneously, or in synchronization
                or times
                relation, with Motion Pictures. 

            


    

     

    
      	
            	
              14.11

            	
              "Property"
                means the aforementioned unpublished graphic novel written by Owner
                currently entitled "UNIQUE" (formerly entitled "JAUNT") and the underlying
                literary material upon which it is based, and includes its title
                or title
                and subtitles, and all themes,
                stories, storylines, plots, characters and their names, artistic
                renderings and all other elements and materials (written, drawn,
                illustrated or otherwise), sequels, prequels
                and spin-offs, and all prior, present and future versions, adaptations
                and
                translations
                thereof (whether written by Owner or by others), its music, lyrics,
                choreography,
                sets, costumes, orchestrations, arrangements, if any, and wherever
                throughout the world protectible thereby, its statutory and common
                law
                copyright or copyrights, all present or future renewals and extensions
                of
                such copyrights and all rights comprehended in such copyrights, and
                each
                and every part of all thereof. 

            


    

     

    Notwithstanding
      the foregoing, the Property shall not be deemed to include: 

     

    
      	
            	
              (a)

            	
              unique
                elements (etc ., plots, characters) existing only in "planted spin-off
                graphic
                novels or comic books (i.e., a graphic novel or comic book series
                in which no central
                character in the Property appears in a continuing role in the spin-off
                graphic novel
                or comic book); provided, however the unique elements of such planted
                spin-off shall not be included in the Property only if (i) Owner
                gives
                notice to WDP in writing of any Property character's appearance in
                the
                planted spin-off; and (ii) no Property character
                appears in more than three (3) issues of such planted spin-off if
                released
                as a comic book series (or the equivalent length of three [3] comic
                books
                [i.e., approximately 100 standard United States comic book pages]
                if in
                strip, graphic novel or other form [e.g„
                if any planted spin-off is released as a graphic novel, any Property
                character shall not appear in more than 100 pages of such graphic
                novel]);

            


    

     

    
      	
            	
              (b)

            	
              unique
                elements (etc.., plots, characters) existing only in so-called "crossover"
                graphic novels or comic books (i.e., an established graphic novel
                or comic
                book series featuring characters not originally part of the Property
                and
                in which a central character from the Property makes an appearance);
                

            


    

     

    
      	
            	
              (c)

            	
              any
                "Excluded Character" i.e., any established or preexisting character,
                which
                character has previously appeared in an unrelated established comic
                book/gra.phic
                novel or other media such that it did not originate in the Property)
                which
                visits
                the Property; provided, however such Excluded Character(s) shall
                not be
                included in the Property only if: (i) Owner gives notice to WDP in
                writing
                of any Excluded Character(s)
                appearance in the Property, provided that such notice shall not be
                required
                after three (3) years following the conclusion of the domestic theatrical
                release of the Picture unless and until Owner is aware that WDP is
                in
                development in connection
                with any other production hereunder based on the Property, provided,
                further
                that notwithstanding the foregoing, at any time, Owner agrees to
                provide
                WDP with a list of all Excluded Characters appearing in any issue(s)
                of
                the Property as requested
                by WDP), (ii) such Excluded Character(s) do not appear in more than
                three
                (3)
                issues of Property if released as a comic book series (or the equivalent
                length of three
                (3) comic books [i.e., approximately 100 standard United States comic
                book
                pages]
                if in strip, graphic novel or other form [e.g, if the Property is
                released
                as a graphic
                novel, any Excluded Character shall not appear in more than 100 pages
                of
                such graphic novel]) within a period of eighteen (18) months, and
                (iii)
                and no more than two (2)
                different Excluded Characters appear in the Property in any eighteen
                (18)
                month period,
                provided that solely for the purposes of this subparagraph (iii),
                if an
                Excluded Character appears in less than five (5) pages of an issue
                of the
                Property, such Excluded
                Character's appearance shall not be counted as one of the two (2)
                Excluded
                Characters permitted to appear in the Property in any eighteen (18)
                month
                period; 

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (d)

            	
              any
                "Planted Character(s)" i.e., any character[s] or group of characters
                Leg,-, such as "X-Men" or alien world] which is created for the express
                purpose of being spun-off
                elsewhere in which such property the Planted Character[s] will be
                the
                central character[s]
                in such property); provided, however such Planted Character(s) shall
                not
                be included in the Property only if: (i) Owner gives notice to WDP
                in
                writing prior to such Planted Character(s) appearance in the Property,
                provided that such notice shall not be required after three (3) years
                following the conclusion of the domestic theatrical release of the
                Picture
                unless and until Owner is aware that WDP is in development in connection
                with any other production hereunder based on the Property, provided,
                further
                that notwithstanding the foregoing, at any time, Owner agrees to
                provide
                WDP with a list of all Planted Characters appearing in any issue(s)
                of the
                Property as requested
                by WDP); (ii) such Planted Character(s) do not appear in more than
                three
                (3) issues of Property if released as a comic book series (or the
                equivalent length of three (3)
                comic books [i.e., approximately 100 standard United States comic
                book
                pages] if in strip, graphic novel or other form [e
                g_, if the Property is released as a graphic novel, any Planted
                Character shall not appear in more than 100 pages of such graphic
                novel]),
                (iii) no more than two (2) Planted Character(s) appear in the Property
                in
                eighteen (18) months, and (iv) the Planted Character(s) appear in
                the
                spin-off property no later than six (6) months after the Planted
                Character(s) first appearance in the Property;
                or

            


    

     

    
      	
            	
              (e)

            	
              any
                characters from any "planted spin-off" or "crossover" graphic novel
                or
                comic
                book series or other non-comic media (e.g, a video game character)
                solely
                to the extent
                such characters are featured in connection with the Property as part
                of an
                advertisement
                for or excerpt from (e.g., a teaser story) such "planted spin-off"or
                "crossover"
                graphic novel or comic book series or other non-comic media attached
                to
                the
                Property; 

            


    

     

    provided
      Owner shall not grant any motion picture,
      television, or any other allied or ancillary
      rights of any kind, known and/or unknown, to any third party with respect to
      any
      characters or stories contained in the Property or any other element to which
      WDP acquires rights. pursuant to this Agreement, such rights having been
      exclusively granted to WDP hereunder (e.g, any grant of motion picture or other
      rights to "planted spin-off(s)"
      or "crossover" graphic novels or comic books must specifically exclude the
      use
      of characters and/or stories contained in the Property, or any other element
      to
      which WDP acquires rights pursuant to this Agreement). Owner hereby represents
      and warrants that
      there are no, nor will there be any, Excluded Characters or Planted Characters
      in the
      first
      installment of the Property which Owner hereby represents has been created
      a
      graphic novel (whether initially published as a graphic novel, comic book or
      comic book series). "Property" does not include the material referred to in
      Paragraph 5.1.h. above written or prepared by WDP or under WDP's
      authority.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              15.

            	
              NO
                OBLIGATION TO USE

            


    

    
       

    

    WDP
      is
      not obligated to produce, distribute, or exploit the Picture, or, if
commenced,
      to continue the production, distribution, or exploitation of the Picture in
      any
      territory. Regardless of whether or not WDP elects to produce, distribute and/or
      exploit
      the Picture, WDP is not obligated to use in whole or in part any literary or
      other material acquired by WDP hereunder.

     

    
      	
            	
              16.

            	
              FEATURETTE

            


    

     

    WDP
      contemplates filming and exploiting films, including without limitation,
"behind-the-scenes"
      or "making of productions and/or writing "behind-the-scenes" or "making
      of books (jointly and severally "Featurette Rights") about the development
      and
      production of the Picture produced hereunder. Owner hereby agrees and consents
      to such filming and exploitation (including without limitation use of any film
      clip footage [or still] from such Picture and behind-the-scenes photography
      [or
      still] and filmed interviews
      with Owner) and hereby grants to WDP the right to use Owner's name, voice and
      likeness in connection with such Featurette Rights in any and all media known
      and unknown for no additional consideration inasmuch as the compensation payable
      to Owner
      under this Agreement for the Picture shall be deemed to include compensation
      for
      all rights granted pursuant to this Paragraph 16.

     

    
      	
            	
              17.

            	
              REVERSION

            


    

     

    
      	
            	
              17.1

            	
              If
                principal photography of the Picture has not commenced within seven
                (7)
                years from the date the Option is exercised (if ever) (the "Reversion
                Date"), then upon
                written notification to WDP and WDP's failure to commence principal
                photography (as
                such term is commonly understood in the motion picture industry)
                of the
                Picture within
                ninety (90) days of WDP's receipt of such notice, the Rights granted
                to
                WDP by Owner
                hereunder shall revert to Owner (excluding the rights to any screenplay(s)
                or other
                material written by or on behalf of WDP); provided, however, that
                WDP may
                delay the
                Reversion Date for a three (3) year period if WDP so elects prior
                to the
                Reversion Date,
                and if WDP so elects then Owner shall be entitled to receive the
                sum of
                $250,000 for
                such three (3) year period, which sum shall be an advance against
                the
                production bonus
                and shall accrue and become payable to Owner upon written notification
                from an authorized
                Business Affairs executive of WDP to Owner of WDP's decision to delay
                the
                Reversion
                Date; provided, further, that the foregoing periods shall be extended
                for
                any period
                during which a claim with respect to the Property has been asserted
                and
                remains unresolved,
                and for any period during which WDP's development and/or production
                activities
                based upon the Property are interrupted or postponed due to any occurrence
                of
                an event of force majeure, including without limitation, any labor
                strike,
                threatened labor
                strike, or other labor dispute. 

            


    

     

    
      	
            	
              17.2

            	
              At
                such time, if ever, that the Rights revert to Owner pursuant to
                Paragraph
                17.1 above, WDP shall be provided with a first-priority security
                interest/lien (including, but not limited to, a copyright mortgage
                and
                UCC-1 s for the State of  California,
                State of New York, and New York County) ("Lien") for the applicable
                costs
                in connection with the Property and the Picture as set forth in Paragraphs
                17.3.a. or17.3.b. below, plus accrued interest thereon from the time
                an
                item of cost was paid, incurred
                or charged, at an annual rate (the "Interest Rate") equal to 125%
                of the
                U.S. prime
                rate as published by the Bank of America, as such rate may vary from
                time
                to time.
                Such costs plus interest shall be paid to WDP no later than the time
                the
                Picture is set up for development as a theatrical, direct-to-video,
                television Motion Picture or other production by a third party. In
                addition, in the event of a reversion, the Rights shall revert
                to Owner subject to the assumption by such third party of all of
                WDP's
                obligations
                in connection with the
                Picture.

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

       

      
        	
              	
                17.3

              	
                At
                  such time, if ever, that the Rights revert to Owner pursuant to
                  Paragraph
                  17.1 above, then with respect to those materials developed or written
                  by
                  or for WDP in connection with the Picture after the date of this
                  Agreement
                  (the "WDP Materials"), WDP (in its sole discretion) shall
                  either:

              


      

    

     

    
      	
            	
              a.

            	
              convey
                to Owner all rights in and to the WDP Materials, in which case, WDP
                shall
                be entitled to reimbursement of, and have a Lien against the Property
                and
                the WDP Materials for, an amount equal to all amounts paid, and all
                costs
                incurred, by WDP in connection with the Picture (the "WDP Costs"),
                plus
                accrued interest thereon from the time an item of cost was paid,
                incurred
                or charged, at the Interest Rate;
                or

            


    

     

    
      	
            	
              b.

            	
              retain
                all rights in and to the WDP Materials, in which case,
                Owner shall
                acquire no rights in or to the WDP Materials, and WDP shall be entitled
                to
                reimbursement
                of, and have a Lien against the Property for, the amounts paid by
                WDP
                to Lender pursuant to Paragraphs 2.3 and 2.6 above, plus accrued
                interest
                thereon
                from the time an item of cost was paid, incurred or charged, at the
                Interest
                Rate.

            


    

     

    
      	
            	
              17.4

            	
              Notwithstanding
                anything to the contrary set forth in Paragraphs 17.1, 17.2
                and 17.3 above, in the event the Rights revert to Owner pursuant
                to
                Paragraph 17.1
                above, Owner shall not have any right to:(a) use (or to authorize
                third
                parties to use) WDP's name or the name of WDP's parent, subsidiaries
                of
                its parent, affiliates, successors
                and assigns (and any trademarks, copyrights, service marks, or logos
                of
                the foregoing); or (b) promote, publicize, market, advertise, or
                otherwise
                exploit any of the Rights or any of the rights in the WDP Materials
                (if
                any) obtained by Owner in such a manner as to tie or connect such
                rights
                with WDP or WDP's parent, subsidiaries of its parent, affiliates,
                successors and assigns.

            


    

     

    
      	
            	
              18.

            	
              BREACH

            


    

     

    No
      waiver
      by either party of any breach hereof shall be deemed a waiver of any preceding
      or succeeding breach hereof. WDP shall not be liable for any breach of this
      Agreement unless WDP shall have received written notice from Owner of such
      breach and shall not have cured such breach within ten (10) business days after
      receipt of such
      notice. In the event of any claim involving a breach or alleged breach of any
      of
      Owner's representations or warranties, or any claim that may impair or interfere
      with any of the rights granted hereunder: (a) any option period(s) provided
      for
      hereunder shall be extended automatically, without cost to WDP, until any such
      claim or litigation or alleged breach is resolved and the rights granted
      hereunder can be acquired free and clear of any claims, demands, liens or
      encumbrances of any kind whatsoever; and (b) if WDP sustains a claim against
      Owner, WDP may, in addition to all its other legal and equitable remedies,
      rescind this Agreement, and in such event, Owner shall pay WDP any monies
      received from WDP in connection with the Property. Owner's representations,
      warranties and resultant obligation to indemnify WDP in the event of any breach
      thereof shall survive rescission of this Agreement.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              19.

            	
              RELATIONSHIP
                OF PARTIES

            


    

     

    Nothing
      herein contained shall constitute a partnership between or joint venture
by
      the
      parties hereto, or constitute either party the agent of the other. Neither
      party shall
      hold itself out contrary to the terms of this Paragraph 20., and neither party
      shall become
      liable for the representation, act or omission of the other contrary to the
      provisions
      hereof. This Agreement is not for the benefit of any third party and shall
      not
be
      deemed
      to give any right or remedy to any third party, whether referred to herein
      or
not.

     

    
      	
            	
              20.

            	
              LEGAL
                REQUIREMENTS

            


    

     

    Nothing
      contained in this Agreement shall be construed so as to require the commission
      of any act contrary to law, and wherever there is any conflict between any
      provision of this Agreement and any material statute, law, ordinance, order
      or
      regulation contrary to which the parties have no legal right to contract, the
      latter shall prevail, but in such event any provisions of this Agreement so
      affected shall be curtailed and limited only to the extent necessary to bring
      it
      within the legal requirements; provided, however, that no other provision of
      this Agreement shall be affected thereby and such other provisions
      shall continue in full force and effect.

     

    
      	
            	
              21.

            	
              NOTICES

            


    

     

    Any
      notice pertaining hereto shall be in writing. Any such notice and any
payment
      due hereunder shall be served by delivering said notice or payment personally
      or
      by sending it by mail, cable (postage or applicable fee prepaid) or by fax
      or
      telecopy (in which case a copy shall be sent by overnight mail and shall be
      deemed to have been
      received one hour after the commencement of normal business hours in the place
      of receipt on the next business day following the date of dispatch) as follows
      (or as subsequently
      designated in writing):

     

    
      	 	To
              Owner: 	William
              Morris Agency
	 	 	151 El
              Camino Drive
	 	 	Beverly
              Hills, CA 90212
	 	 	Attn:
              Alan Gasmer
	 	 	 
	 	With
              a courtesy 	Wyman
              & Isaacs, LLP
	 	 	8840
              Wilshire Boulevard, 2nd Floor
	 	 	Beverly
              Hills, CA 90211
	 	 	Attn:
              Bob Wyman
	 	 	 
	 	To
              WDP: 	WALT
              DISNEY PICTURES
	 	 	500
              South Buena Vista Street
	 	 	Burbank,
              CA 91521-0804
	 	 	
              Attn:
                Senior Vice President

              Legal
                Affairs

            


    

     

    The
      date
      of personal delivery, mailing, or delivery to the cable office of such
notice
      or
      payment shall be deemed the date of service of such notice or payment,
unless
      otherwise specified herein; provided, however, that any notice which
commences
      the running of any period of time for WDP's exercise of any option or
WDP's
      performance of any other act shall be deemed to be served only when actually
      received by WDP. If the last day on which the parties hereto are empowered
      to
      give notice pursuant to any provision of this Agreement or to perform any other
      act which the parties are required or may desire to perform under or in
      connection with this Agreement
      should fall on a Saturday, Sunday or holiday, then the parties hereto shall
      have
      until the end of the first full business day following said Saturday, Sunday
      or
holiday
      within which to give notice or to perform such act.

     

    
      	
            	
              22.

            	
              CONSTRUCTION

            


    

     

    For
      purposes of construction, the Agreement shall be deemed to have been
jointly
      drafted by all parties hereto and any ambiguities shall not be construed against
      any party. 

     

    
      	
            	
              23.

            	
              GENERAL

            


    

     

    The
      terms
      and conditions of this Agreement are those set forth hereinabove, and in the
      schedules attached hereto as Schedule I (Previous Publication History),
Schedule
      II (Publisher's Release), Schedule III (Short Form Option) and Schedule IV
      (Short Form Assignment), which by this reference are incorporated into and
      made
      a part
      hereof. This Agreement constitutes the entire agreement between the parties
      and
      supersedes all prior and contemporaneous written or oral agreements pertaining
      thereto
      and can only be modified by a writing signed on behalf of both parties hereto.
      No
      modification, alteration or amendment of this Agreement shall be valid or
      binding unless
      in
      writing and signed by the party to be charged with such modification,
alteration
      or amendment. Owner's sole and exclusive remedy for WDP's breach or termination
      of this Agreement or any term hereof (including any term pertaining to
credit,
      if any) shall be an action for damages and Owner irrevocably waives any right
      to
      seek and/or obtain rescission and/or equitable and/or injunctive
      relief.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
      as of the date and year first written above.

     

    
      	 	Walt
              Disney Pictures	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Douglas
              A.
              Carter	 
	 	 	DOUGLAS
              A. CARTER	 
	 	Its:	SR.
              VICE PRESIDENT	 
	 	 	BUSINESS
              AFFAIRS	 


    

     

    ACCEPTED
      AND AGREED:

     

    PLATINUM
      STUDIOS LLC

    By:
      /s/ Scott Rosenberg

    
      

    

    Scott
      Rosenberg

    Its:
      Chairman

    Fed
      ID
      #:

    


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    SCHEDULEI

     

    PREVIOUS
      PUBLICATION HISTORY

     

    With
      respect to the provisions of Paragraph 7.8 of the foregoing agreement,
Owner
      makes the following representations and warranties with respect to the
      Property:

     

    There
      has
      been no prior publication and/or prior use of any kind whatsoever of the
      Property, and there have been no prior versions, adaptations nor translations
      of
      any kind whatsoever of the Property other than the current Pre-Existing
      Merchandise (as defined in Paragraph 6.3 of the foregoing agreement). There
      are
      no prior agreements of any kind whatsoever with any third parties for
      publication and/or distribution of the Property other than the current
      Pre-Existing Merchandise Agreements set forth in Schedule
      V. The Property has not been registered for copyright.

    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      II

     

    PUBLISHER'S
      RELEASE

     

    In
      consideration of the payment of One Dollar ($1.00) and other good and
valuable
      consideration, receipt of which is hereby acknowledged, the undersigned
hereby
      acknowledges and agrees, for the express benefit of WALT DISNEY PICTURES
      ("WDP") and its representatives, successors and assigns forever, that the
      undersigned has no claim to or interest in the worldwide motion picture rights
      (silent, sound,
      talking), television rights, digital television rights, video and computer
      games
rights,
      radio broadcasting rights, videocassette or video or laser disc rights, any
      computer
      assisted media rights (including, but not limited to CD-ROM, CD-I and similar
      disc systems, interactive media and multi-media and any other methods or devices
      now existing or hereafter devised), character rights, sequel rights, remake
      rights, theme park rights, sound record rights, live stage rights, merchandising
      rights or any other rights, including without limitation any allied, ancillary
      or subsidiary rights, of any kind other than
      publication rights heretofore granted to the undersigned, in or to that certain
      literary
      work published by the undersigned and described as follows:

     

    Titled:
      "UNIQUE "

     

    Author: Platinum
      Studios
      LLC

     

    Date
      and
      Place of Publication:________________,20

     

    Copyright
      Registration: _______________________

     

    The
      undersigned hereby consents to the publication and copyright by and/or in the
      name of said author, author's heirs, representatives, licensees and assigns,
      in
      any and all languages, in any and all countries of the world, and in any form
      of
      media, of synopses, excerpts and summaries, not exceeding 10,000 words in length
      each, of the said literary work, and/or any motion picture, television or other
      versions thereof based principally upon said literary work, for the purpose
      of
      advertising, publicizing and/or exploiting
      any such motion picture, television or other versions, but there shall be no
      limitation in length with
      respect to any motion picture, television or other version not based principally
      upon said work, including but
      not
      limited to, sequel motion pictures and television series. 

    


    IN
      WITNESS WHEREOF, the undersigned has executed this instrument this 15th day of
      October,
      2004.

     

     

    
      	 	 	 	 
	
               

            	
              By:
                

            	/s/ Scott
              Rosenberg	 
	 	 	Scott
              Rosenberg	 


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      III

     

    SHORT
      FORM OPTION

     

    For
      good
      and valuable consideration, the receipt and sufficiency of which ishereby
      acknowledged, PLATINUM STUDIOS LLC ("Owner") hereby grants to WALT DISNEY
      PICTURES ("Purchaser"), its successors and assigns, the exclusive and
irrevocable
      option ("Option") to acquire all right, title and interest in and to the graphic
      novel
      written by Owner entitled "UNIQUE" (formerly entitled "JAUNT") (which together
      with
      the
      title, themes, contents, characters and other versions thereof, is hereinafter
      called
      the "Property") including, without limitation, all forms of: motion picture,
      television,
      digital television, video and computer games, videocassette, video and laser
      disc,
      computer assisted media (including, but not limited to, CD-ROM, CD-I and similar
      disc
      systems, interactive media and multi-media and any other devices or methods
      now
existing
      or hereafter devised), character, remake, sequel, sound record, theme
      park, stage
      play, merchandising and all allied, ancillary and subsidiary rights therein
      of
      every kind
      and
      nature, now known or hereafter devised, throughout the universe and in
perpetuity,
      in all languages, in and to the Property, as more particularly set forth in
      and
subject
      to the terms and. conditions of that certain Memorandum of Agreement for
Option/Acquisition
      of Rights dated as of December 11, 2003, between Owner and Purchaser
      (the "Agreement"). If Purchaser exercises the Option, the rights granted to
      Purchaser
      shall include the copyright and all rights in and to the Property of every
      kind
and
      nature or description, now or hereafter known, recognized, contemplated,
developed,
      invented, devised or at any time coming into existence, including the
exclusive,
      absolute and unlimited right to use the Property and each and every part
thereof,
      for any purpose in any manner, as more particularly set forth and subject to
      the
terms
      and
      conditions of the Agreement.

    


    
      	 	PLATINUM
              STUDIOS LLC	 
	 	 	 	 
	
              Dated:
                October
                15, 2004 

            	
              By:
                

            	/s/ Scott
              Rosenberg	 
	 	 	Scott
              Rosenberg	 
	 	Its:
	Chairman	 
	 	 	 	 


    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    


    State
      of
      California            
 )

    County
      of
      Los Angeles    )

     

    On
      this
      the 15th day of
      October, 2004, before me, Rita McCormack (here insert name and title of the
      officer), personally appeared  Scott Rosenberg personally known to me
      (or proved to me on the basis of satisfactory evidence) to be the person(s)
      who
      me(s) is/are subscribed to the within instrument and acknowledged to me that
      he/she/they executed the same in his/her/their authorized capacity(ies), and
      that by his/her/their signature(s) on the instrument the person(s), or the
      entity upon behalf of which the person(s) acted, executed the
      instrument.

     

    WITNESS
      my hand and official seal

    
      	 	 	 	(Seal)	 
	
              /s/Rita
                McCormack

            	 	 	
              RITA
                MC
                CORMACK

            	 
	
              Notary
                Signature

            	 	 	
              Commission
                #
                1460275

            	 
	
               

            	 	 	
              Notary
                Public
                - California

            	 
	 	 	 	Los
              Angeles County	 
	 	 	 	My
              Comm. Expires Jan 5, 2008	 


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      IV

     

    SHORT
      FORM ASSIGNMENT

    


     

    KNOW
      ALL
      PERSONS BY THESE PRESENTS: That the undersigned, for value
      received, hereby sells, assigns, transfers and grants in perpetuity unto WALT
      DISNEY
      PICTURES and its successors and assigns (herein called "Assignee"), all right,
      title and interest in and to the unpublished graphic novel written by PLATINUM
      STUDIOS
      LLC ("Owner") entitled "UNIQUE" (formerly entitled "JAUNT"), including
without
      limitation, the title, themes, contents, characters and other versions thereof
      (collectively,
      the "Property"), with copyright in the name of_Platinum Studios,
      LLC registered
      in the United States Copyright Office, No.______________________,
      on

     The
      rights granted to Assignee shall include, without limitation, all forms of:
      motion picture, television, digital television, video and computer games,
videocassette,
      video and laser disc, computer assisted media (including, but not limited to,
      CD-ROM, CD-I and similar disc systems, interactive media and multi-media and
      any
      other devices or methods now existing or hereafter devised), character, remake,
      sequel,
      sound record, theme park, stage play, merchandising and all allied, ancillary
      and subsidiary rights therein of every kind and nature, now known or hereafter
      devised, throughout the universe and in perpetuity, in all languages, in and
      to
      the Property (the "Rights"). Said grant of Rights is more particularly set
      forth
      in and subject to the terms and conditions of that certain Memorandum of
      Agreement for Option/Acquisition of the Rights between Owner and Assignee,
      dated
      as of December 11, 2003.

     

    Owner
      hereby agrees to allow Assignee to obtain or cause to be obtained renewals
      of all United States copyrights in and to said Property, whether or not referred
      to herein, and hereby assigns said Rights under said renewal copyrights to
      Assignee; and should the Owner fail to do any of the foregoing, Owner hereby
      irrevocably appoints
      Assignee as attorney-in-fact, with full and irrevocable power and authority
      to
      do all such acts and things, and to execute, acknowledge, deliver, file,
      register and record all such documents, in the name and on behalf of Owner,
      as
      Assignee may deem
      necessary or proper to accomplish the same.

    


     

    


    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]


    


    


    


    


    


    


    


    


    


    


     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    Assignee
      is also hereby empowered to bring, prosecute, defend and appear in suits,
      actions and proceedings of any nature under or concerning all copyrights in
      and
      to said Property and all renewals thereof, or concerning any infringement
      thereof, or interference with any of the Rights hereby granted under said
      copyrights or renewals thereof, in its own name or in the name of the copyright
      proprietor, but at the expense of Assignee, and, at its option, Assignee may
      join such copyright proprietor and/or Owner
      as
      a party plaintiff or defendant in any such suit, action or
      proceeding.

     

    
      	 	PLATINUM
              STUDIOS LLC	 
	 	 	 	 
	
              Dated:
                October
                15, 2004  

            	
              By:
                

            	/s/ Scott
              Rosenberg	 
	 	 	Scott
              Rosenberg	 
	 	Its:
	Chairman	 
	 	 	 	 


    

     

    State
      of
      California            
 )

    County
      of
      Los Angeles    )

     

    On
      this
      the 15th day of
      October, 2004, before me, Rita McCormack (here insert name and title of the
      officer), personally appeared  Scott Rosenberg personally known to me
      (or proved to me on the basis of satisfactory evidence) to be the person(s)
      who
      me(s) is/are subscribed to the within instrument and acknowledged to me that
      he/she/they executed the same in his/her/their authorized capacity(ies), and
      that by his/her/their signature(s) on the instrument the person(s), or the
      entity upon behalf of which the person(s) acted, executed the
      instrument.

     

    WITNESS
      my hand and official seal

    


    
      	 	 	 	(Seal)	 
	
              /s/Rita
                McCormack

            	 	 	RITA
              MC CORMACK	 
	
              Notary
                Signature

            	 	 	
              
                Commission
                  # 1460275

              

            	 
	
               

            	 	 	
              Notary
                Public
                - California

            	 
	 	 	 	Los
              Angeles County	 
	 	 	 	My
              Comm. Expires Jan 5, 2008	 


    

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      V

     

    PRE-EXISTING
      MERCHANDISING AGREEMENTS

     

    Unique
      Deals (property based)

     

    Dynamic
      Forces

    

      
        	Date:	July
                1, 2003
	Term: 	5
                years
	Territory:	World
                Wide
	Licensed
                Articles: 	
                (a)
                  Paper based collectibles such as Lithographs, Posters, Poster Calendars,
                  trading cards; (b) Resin materials including, but not limited to,
                  statues,
                  busts, dioramas, snow globes; and (c) Plastic figures
                  including action figures, de-formed
                  mini-figures.

              
	Marketing
                Dates:  	Beginning
                March 2005
	 	 
	Morrigan
                Press	 
	 	 
	Date: 	August
                2003
	Term:  	5
                years


      

    

     

    Worldwide
      license to publish role-playing games and supplements online and in
      print.

     

    Cafe
      Press

     

    No
      term.
      Ongoing mail order sales of one-off product based on "Unique" consisting
      of:

     

    Unique
      Teddy Bear

    ESCHER
      Property sticker (Bumper)

    ESCHER
      Property sticker (Rectangular) ESCHER Property Jr. Spaghetti Tank

    ESCHER
      Property Jr. Baby Doll T-Shirt ESCHER Property Ash Grey T-Shirt

    ESCHER
      Property White T-Shirt

    ESCHER
      Property Fitted T-Shirt

    ESCHER
      Property Dog T-Shirt

    ESCHER
      Corp. Messenger Bag

    ESCHER
      Corp. Tote Bag

    ESCHER
      Corp. Sticker (Rectangular)

    ESCHER
      Corp. Mug

    ESCHER
      Corp. Large Mug

    Are
      You
      UNIQUE T-Shirt (yellow)

    Are
      You
      UNIQUE T-Shirt (gray)

    Are
      You
      UNIQUE Bumper Sticker

    Unique
      stickers

    Unique
      Green T-Shirt

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    Unique
      Lunchbox

    Unique
      Messenger Bag

    Unique
      Tote Bag

    Unique
      Greeting Cards (Package of 6)

    Unique
      thong

    Unique
      Flying Disc

    Unique
      Mouse Pad

    Unique
      logo mug

    Unique
      T-Shirt

    Unique
      Cap

    Unique
      Bumper Sticker

     

    All
      items
      above are from the cafe press site:

    http://www.cafepress.com/platinumstudios/281238

     

    Zazzle

     

    No
      term.
      Ongoing mail order sales of one-off product based on "Unique"

     

     Top
      Cow Productions, Inc.

     

    Non-Exclusive
      vis a vis Dynamic Forces

                                    

    
      
        	Term:	5
                years
	Territory:   	World
                Wide
	
                Licensed
                  Articles:  

              	
                (a)
                  Paper based collectibles such as Lithographs, Posters, Poster Calendars,
                  trading cards; (b) Resin materials including, but not limited to,
                  statues,
                  busts, dioramas, snow globes; (c) Plastic figures including action
                  figures, de-formed mini-figures; and (d) Any other form of comic-based
                  collectibles that are typically sold to comic book and science
                  fiction
                  fans online and in hobby
                  stores.

              


      

    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      "DRCB"

     

    This
      Exhibit is attached to and made part of the Agreement dated as of December
      11,
      2003 between WALT DISNEY PICTURES ("WDP") and PLATINUM STUDIOS ("Owner') for
      WDP's option to acquire all right, title and interest in and to the unpublished
      comic book written and owned by Owner entitled "Unique", relating to the motion
      picture project currently entitled "UNIQUE" or such other project(s) or
      production(s) described therein (the "Picture").

     

    NOTE:
      PLEASE READ CAREFULL

     

    This
      Exhibit DRCB sets forth the contractual formula to be used solely for the
      definition, computation, and accounting of Defined Receipts and payment, if
      any,
      of Artist's Defined Receipts Contingent Bonus as provided in the
      Agreement.

     

    Artist
      understands and agrees that: (i) the defined terms shall have the meanings
      described in this Exhibit DRCB; (ii) the words or defined terms used herein
      may
      not
      necessarily correspond in any way to generally accepted accounting principles
      or any other definitions associated with the practices of accounting or
auditing;
      (iii) there is no guarantee whatsoever that, and it is uncertain whether, any
      Defined
      Receipts Contingent Bonus will become payable to Artist, regardless of the
      level
      of
      income, revenues, profits and/or receipts, if any, that WDP, Affiliates or
      Related
      Parties, or any distributor or exhibitor realizes from the exploitation of
      the
Picture;
      (iv) Artist shall be entitled to the payment of Defined Receipts Contingent
      Bonus
      amounts only in accordance with the terms hereof, and Artist acknowledges
and
      understands that any such payment is entirely speculative; (v) Artist has been
      represented
      by counsel or other representative(s) of their choice in the negotiation of
      the
      terms
      of the Agreement and this Exhibit DRCB; (vi) Artist has a full understanding
      of
      the
      terms of the Agreement and this Exhibit DRCB; (vii) WDP's, Affiliates' and
      Related
      Parties' accountings for financial reporting, tax reporting or other purposes
      are
      not
      prepared in the same manner as accountings pursuant to this Exhibit DRCB;
(viii)
      no
      fiduciary relationship whatsoever exists between WDP and Artist, including
      without
      limitation, arising from the obligation of WDP to account for Defined Receipts
      and
      potentially to pay a Defined Receipts Contingent Bonus to Artist; (ix) the
      terms
      of this
      exhibit are part of a comprehensive negotiated agreement that contains both
      economic
      and non-economic terms; and, which taken as a whole, is the product of an
arm's
      length give and take negotiation whether or not changes have been made to this
      Exhibit
      DRCB; and (x) no representations whatsoever, expressed or implied, have
been
      made
      to Artist that are contrary to this Paragraph.

     

    Initialed:                               (Artist)

    


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      DRCB

     

    DEFINED
      RECEIPTS CONTINGENT BONUS FORMULA

    


    


     

    "Adjusted
      Defined Receipts" shall mean the remaining Defined Receipts (as defined in
      Paragraph 1.1.A of the attached
      Schedule 1, subject to the exclusions set forth in Paragraph 1.1.B of said
      Schedule), after the deduction of the Defined Receipts Deductions set forth
      in
      Paragraph 1.1.C of the attached Schedule 1. 

     

    Artist's
      "Defined Receipts Contingent Bonus" shall be Artist's percentage or share (as
      set forth in and subject to
      the
      applicable terms of the Agreement to which this Exhibit DRCB is attached) of
      the
      Adjusted Defined Receipts.

     

    The
      terms
      used in this Defined Receipts Contingent Bonus Formula are defined in, and
      the
      Defined Receipts Contingent Bonus hereunder shall be accounted for, pursuant
      to
      the terms and conditions of the attached Schedule
      1:

    


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

    


     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    
      	
            	
              1.1

            	
              Defined
                Receipts

            


    

     

    
      	
            	
              A.

            	
              "Defined
                Receipts" means the aggregate of all receipts actually received by
                WDP on
                behalf of the Picture in U.S. dollars in the U.S. or in a foreign
                currency
                which are not Restricted Funds, only
                from:

            


    

     

    
      	
            	
              1.

            	
              WDP's
                direct distribution of the Picture in
                theatres and on television ("TV"), including theatrical
                and non-theatrical exhibitions, and free, cable
                and pay TV exhibitions. 

            


    

     

    
      	
            	
              2.

            	
              Distribution
                of the Picture by any Person
                other than WDP licensed by WDP with an
                obligation to report receipts and expenses to WDP
                (a "Subdistributor"). WDP shall, to the extent
                reported and accounted to WDP, treat all such
                receipts received and earned by the Subdistributor,
                and all distribution costs incurred by
                the Subdistributor as though such receipts were
                received and earned by WDP and such distribution
                costs were incurred by WDP; and the licensing
                or other arrangement between WDP and
                each Subdistributor shall not be taken into account
                in WDP's accounting to Artist under this
                Exhibit DRCB. 

            


    

     

    
      	
            	
              3.

            	
              Manufacture
                and distribution of audio-visual
                cassettes, video discs and all electronic, digital
                and/or optical storage and/or transmission formats,
                any analog or digital reproductions, or any
                similar device and/or format embodying the complete
                Picture in linear form, whether now known
                or hereafter devised ("Video Devices"); provided
                that Defined Receipts for Video Devices shall
                be: (a) if WDP distributes Video Devices, a royalty
                in an amount equal to 20% of the sums actually
                received by such entity (less taxes, credits
                and returns) from its distribution thereof; or
                (b) royalties actually received by WDP from any
                unaffiliated third party Video Device distributor
                less royalties payable to other third parties.
                

            


    

     

    
      	
            	
              4.

            	
              "Flat
                Sale" licenses for the theatrical exhibition
                of the Picture for a specified period for any
                territory or area (excluding the U.S. and Canada)
                in consideration of the payment of a specified
                amount not calculated by a percentage of
                receipts of the applicable licensee.


            


    

     

    
      	
            	
              5.

            	
              Compensatory
                receipts (less all costs and
                fees) from copyright infringers of the Picture.


            


    

     

    
      	
            	
              6.

            	
              Receipts
                from theater box office operated
                by WDP in connection with four-wall or road
                show exhibitions of the Picture to the extent receipts
                from all such exhibitions taken as a whole
                exceed costs incurred for all such exhibitions.

            


    

     

    
      	
            	
              7.

            	
              Cash
                subsidies granted by governmental
                agencies or prizes to the extent granted
                solely with respect to the Picture.


            


    

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              8.

            	
              The royalties
                as provided in Schedules
                A (Music) and B (Soundtrack Records,
                Merchandising/Publishing), which are attached hereto and incorporated
                herein by this reference.

            


    

     

    
      	
            	
              B.

            	
              Defined
                Receipts ExclusionsThe
                following are not included in Defined
                Receipts:

            


    

     

    
      	
            	
              1.

            	
              Box
                office or other amounts retained by
                any theater or other exhibition venue (except as
                specified in Paragraph 1.1.A.6 hereof) for their own
                account; and receipts of: roadcasters and other
                transmitters by all means now known or hereafter
                devised; wholesale or retail distributors, licensors
                or sellers of Video Devices, audio devices
                and other products; book or music publishers;
                merchandisers and retailers; or any other
                similar Person, whether or not any or all such
                excluded Persons are owned, operated or controlled
                by WDP, Affiliates or Related Parties.


            


    

     

    
      	
            	
              2.

            	
              Amounts
                received from advance payments
                or security deposits unless earned by exhibition or broadcast, or
                (subject
                to Paragraph 1.1.A.2)
                unconditionally non-returnable, and refunds,
                rebates or adjustments granted to other Persons by WDP.
                

            


    

     

    
      	
            	
              3.

            	
              Amounts
                payable in foreign currency and not received by WDP in the U.S. due
                to
                remittance
                restrictions ("Restricted Funds"). Restricted
                Funds shall not be included in Defined Receipts
                nor accounted for unless and until they have
                been received by WDP in U.S. dollars in the
                U.S. or expended by WDP in the territory in which
                held, except as provided in 1.1.B.3(a) below.
                

            


    

     

    
      	
            	
              (a)

            	
              If any
                Defined Receipts Contingent
                Bonus becomes payable to Artist
                under this Agreement, Artist may notify
                WDP in writing that Artist desires to have
                included in Artist's Defined Receipts Contingent
                Bonus, Artist's share of Restricted
                Funds in a particular territory and designate
                a bank or other representative in such
                country, to whom payment may be made
                for Artist's account. Upon WDP's receipt
                of such notice and all required permissions,
                such payment shall be made to Artist's
                representative at Artist's expense.
                Upon payment of Artist's share of
                Restricted Funds, WDP shall have no further
                obligation to account for such Restricted
                Funds whether as Defined Receipts
                or otherwise.

            


    

     

    
      	
            	
              (b)

            	
              On
                Artist's written request, WDP
                shall report to Artist the amount of Restricted
                Funds (if any) which under this Paragraph
                1.1.B.3 have not yet been included
                in Defined Receipts as of the closing
                date of the most recent statement which
                has been furnished to Artist under Paragraph
                2.1 below.

            


    

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              4.

            	
              Amounts
                collected in connection with the
                distribution of the Picture as taxes or for payment
                of taxes (e.g., admission, sales, use or value
                added taxes, etc.). 

            


    

     

    
      	
            	
              5.

            	
              Amounts
                collected from exhibition of the Picture
                contributed to charitable organizations.
                

            


    

     

    
      	
            	
              6.

            	
              Receipts
                from remakes, prequels, sequels,
                radio or TV series or other derivative uses
                of the Picture or any element thereof.


            


    

     

    
      	
            	
              7.

            	
              Salvage
                value or receipts derived from print
                stocks, film or tape clips, stock footage, stills,
                props, sets, wardrobe, or other items included
                in Cost of Production except and only any
                sums received from the sale of cars purchased
                specifically in connection with the Picture
                and sold within six months after completion
                of photography, which sums shall be included
                in the Defined Receipts of the
                Picture.

            


    

     

    
      	
            	
              C.

            	
              Defined
                Receipts Deductions "Defined Receipts Deductions" means the aggregate
                of all the
                following costs, expenses and charges paid, advanced or
                incurred by WDP or a Subdistributor, on a continuing basis,
                directly or indirectly, in connection with the distribution,
                exhibition and exploitation of the Picture:
                

            


    

     

    
      	
            	
              1.

            	
              Theatre
                Level Advertising Expenses 

            


    

     

    "Theatre
      Level Advertising Expenses" shall mean all payments made, sums expended or
      credits allowed by WDP in connection with advertising and exploitation at the
      theatre level (whether or not WDP shares with the exhibitor
      the cost of such advertising and exploitation). "Theatre
      Level Advertising" shall include, but not be limited
      to, advertising in newspapers, on radio and television,
      personal appearances by actors and other production
      personnel in connection with or for the Picture, salaries
      and expenses of WDP's publicity-advertising personnel
      and field exploitation persons, all of which shall be
      appropriately allocated (in WDP's business judgment) to
      the
      Picture to the extent that such expenses shall be paid
      or
      incurred in connection with advertising at the theatre
      level.

     

    
      	
            	
              2.

            	
              Conversion
                

            


    

     

    Conversion
      to U.S. dollars and remittance of Defined Receipts to the U.S., including costs
      and fees of contesting
      the imposition of restrictions.

     

    
      	
            	
              3.

            	
              Checking

            


    

     

    Checking
      attendance and receipts, and investigating unauthorized use of the Picture,
      whether payable to or incurred by WDP employees or other Persons.

     

    
      	
            	
              4.

            	
              Collections

            


    

     

    Collection
      of Defined Receipts including attorneys' and auditors' fees and costs, and
      liability incurred by WDP in connection therewith.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              5.

            	
              Residuals

            


    

     

    Payments
      as required by applicable collective bargaining
      agreements by reason of exhibition of the Picture
      or any part thereof in any media. Any such payments
      made to or on behalf of Artist shall be deducted
      against Artist's Defined Receipts Contingent Bonus
      (if
      any) to the extent not prohibited by the  applicable
      collective bargaining agreement. Any payments
      under this Exhibit DRCB made to Artist prior to payment of residuals shall
      constitute a credit against such residuals to the extent not prohibited by
      the
applicable
      collective bargaining agreement; provided that any such credit, when applicable,
      shall not be taken a second time against Artist. 

     

    
      	
            	
              6.

            	
              Trade
                Dues

            


    

     

    The
      allocable portion, as determined in WDP's business
      judgment, of dues, assessments, legal fees and costs (including antitrust and
      piracy matters), and contributions
      to the MPAA, AMPTP or similarly constituted or substitute Persons throughout
      the
      universe. 

     

    
      	
            	
              7.

            	
              Licenses

            


    

     

    All
      licenses, duties, customs charges, fees or any other amounts to permit
      exploitation of the Picture.

     

    
      	
            	
              8.

            	
              Taxes

            


    

     

    Taxes
      and
      governmental fees of any nature, including costs of contesting them, and
      interest and penalties thereon
      (other than WDP or Subdistributor corporate income
      taxes), imposed directly or indirectly on the Picture or any part thereof or
      on
      the Defined Receipts or the license, distribution or exhibition of the Picture,
      or collection, conversion  or remittance of monies connected therewith. Foreign
      remittance and withholding taxes charged
      to the Picture shall be determined as follows: the then-current effective tax
      rate for a particular country and distribution medium shall be multiplied by
      the
      Defined Receipts from such country and distribution medium. 

     

    
      	
            	
              1.2.

            	
              Miscellaneous
                Definitions

            


    

     

    
      	
            	
              A.

            	
              Includes

            


    

     

    "Includes" (and
      equivalents "included" or "including")
      and "such as", are illustrative and not intended to be limiting. 

     

    
      	
            	
              B.

            	
              Person

            


    

     

    Any
      corporation, partnership or other business entity or natural
      person.

     

    
      	
            	
              .C.

            	
              WDP

            


    

     

    For
      the
      purposes hereof, "WDP" means Walt Disney
      Pictures and Television and Affiliates engaged in the
      business of theatrical, non-theatrical and television distribution
      of motion pictures. WDP shall not include: any
      theatrical exhibitor, radio or television transmitter or broadcaster;
      any satellite, cable or other pay television operator,
      nor any Person transmitting the Picture to such operators
      or any one else by any method or delivery system;
      any wholesale distributor or retailer of video discs, videocassettes
      or similar devices; any book or music publisher;
      any producer or distributor of audio products; any
      merchandiser; or any other similar Person, whether or not
      any
      of the foregoing excluded Persons are owned in whole
      or
      in part, operated or controlled by WDP.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              D.

            	
              Affiliate

            


    

     

    For
      purposes of this Exhibit DRCB, "Affiliate" shall mean any entity (other than
      Walt Disney Pictures and
      Television) that is a subsidiary of The Walt Disney Company (i.e., an entity
      of
      which The Walt Disney Company
      owns, directly or indirectly through one or more intermediaries,
      more than 50% of the voting stock) and each
      other entity which, directly or indirectly through one or
      more
      intermediaries, controls, or is controlled by, or is under
      common control with, The Walt Disney Company. For
      purposes of this definition, the terms  "control," "controls,"
      and "controlled" mean the power to direct the management
      and policies of such entity, whether through  the
      ownership of voting securities, by contract or otherwise.

     

    
      	
            	
              E.

            	
              Related
                Party

            


    

     

    For
      purposes of this Exhibit DRCB, "Related Party"
      shall mean any entity (other than an entity included in
      the
      definitions of WDP and Affiliate) which The Walt Disney
      Company owns directly or indirectly through one or more
      intermediaries, more than 10% of the voting stock. 

     

    
      	
            	
              F.

            	
              Territory

            


    

     

    
      	
            	
              1.

            	
              U.S.
                is the United States, together with
                any other countries licensed by or through the
                distributing organization(s) servicing the U.S. for
                WDP.

            


    

     

    
      	
            	
              2.

            	
              Canada
                is Canada, together with any other
                countries licensed by or through the distributing
                organization(s) servicing Canada for WDP.

            


    

     

    
      	
            	
              3.

            	
              The
                United Kingdom (U.K.) is United Kingdom
                of Great Britain and Northern Ireland, Republic
                of Ireland, Channel Islands, Isle of Man, Gibraltar,
                Malta.

            


    

     

    
      	
            	
              4.

            	
              Foreign
                is all countries (other than U.S.,
                U.K. and Canada) and any other areas in the
                universe.

            


    

     

    
      	
            	
              5.

            	
              All
                foregoing references to countries include
                their territories and possessions, and olitical
                subdivisions.

            


    

     

    
      	
            	
              6.

            	
              Distribution
                to armed forces shall be included
                in the particular territories where such exhibitions
                shall occur. Distribution to airlines, ships
                and other means of transportation shall be included
                in the territory of their respective national
                origin.

            


    

     

    
      	
            	
              G.

            	
              Agreement
                

            


    

     

    "Agreement"
      is the agreement to which this exhibit
      is attached, together with this exhibit, and any other attached amendments,
      exhibits and schedules.

    


    
      	
            	
              2.

            	
              ACCOUNTING

            


    

     

    
      	
            	
              2.1.

            	
              Statements

            


    

     

    WDP
      shall
      give Artist quarterly summary statements
      relating to the calculation of Artist's Defined Receipts Contingent Bonus for
      the first two years after the date established by WDP as the date of first
      general release
      of the Picture in the U.S. (or if there is no U.S. general
      release, then upon general release outside the U.S.);
      semiannually for the next two years; and annually thereafter
      if any Defined Receipts Contingent Bonus is payable
      to Artist or, if none due, only on Artist's written request,
      provided such request is made not more than once
      per
      year. Statements shall be issued within 90 days after
      the
      end of each accounting period and accompanied with
      payment of any amount shown due Artist. Notwithstanding
      the foregoing, if the Picture has been made
      available for U.S. TV syndication and the first statement
      thereafter issued shows that more than $500,000
      in Defined Receipts would be needed before Artist
      would be entitled to receive Defined Receipts Contingent
      Bonus, WDP shall have no further obligation to render
      statements to Artist. If the Picture is generally reissued
      in the U.S. theatrically, then WDP shall resume quarterly
      statements for one year from the date of such reissue
      and thereafter in accordance with the above. 

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              2.2.

            	
              Incontestability 
                

            


    

     

    Statements
      are subject to correction or amendment
      by WDP at any time. Each statement and all matters
      of accounting and methodology are conclusive and
      binding on Artist 24 months after each statement is issued,
      unless Artist objects in writing within that 24 month
      period, specifying in detail the particular items on the
      statement and the nature of the objection(s). If the objections
      are raised timely, but are not resolved, Artist may
      initiate a claim with respect to such objections, provided
      such claim is instituted within 6 months following the
      date
      of the initial written objection or prior to the expiration
      of the period of the applicable statute of limitations,
      whichever occurs first. Artist may not institute
      or maintain a claim against WDP with respect to any
      item
      or transaction on a statement, whether in a lawsuit,
      an arbitration or any other proceeding unless  Artist
      has first provided WDP with a timely and detaile written
      objection to such item or transaction. WDP must keep
      books of account for any given transaction on a statement
      for 24 months after the initial reporting of such transaction.
      All time periods referred to in this paragraph commence
      upon issuance of the first statement on which any
      particular transaction is reflected, and the reappearance
      of a transaction in cumulative statements shall
      not
      cause the running of any time period to toll or recommence.

     

    
      	
            	
              2.3.

            	
              Books

            


    

     

    The
      items
      reflected in the statements, to the extent
      they have not become incontestable or have not been previously examined, may
      be
      examined at Artist's expense, once in each 12 month period (the first of which
      commences upon issuance of the first statement hereunder).
      Such statements may only be examined by a national firm of reputable CPA's,
      the
      selection of which is subject to WDP's approval not to be unreasonably
withheld. WDP
      shall make available for examination those
      books of account with respect to the distribution of the Picture which WDP
      customarily maintains at its Burbank-area
      offices Each examination of any statement
      or statements for a particular accounting period must
      be
      concluded within the earlier of six months following
      commencement or an aggregate of 30 examination
      days. A copy of the report of such examination
      shall be delivered by Artist to WDP when it is
      made
      available to Artist. Artist shall have no right to inspect
      or copy any tax return of WDP or any Subdistributor,
      Affiliate or any Related Party, or require the production of any such tax return
      or any information contained therein.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              2.4.

            	
              Withholdings

            


    

     

    All
      amounts payable to Artist under this Agreement
      shall be subject to all present and future laws and
      regulations requiring the reporting, deduction or withholding
      of payments for  taxes or otherwise. WDP shall have
      the
      right to make such deductions and withholdings, and
      the
      payment or reporting thereof to the governmental agency
      concerned in connection with WDP's good faith determination
      of such laws and regulations shall constitute payment
      hereunder to Artist. WDP shall not be liable to Artist
      for the making of such reports, deductions and/or withholdings
      or the payment thereof to the governmental agency
      concerned. In any such event, Artist shall have the
      sole
      responsibility for bringing and maintaining any claims
      against third parties regarding such reporting, deductions
      or withholdings.

     

    
      	
            	
              2.5.

            	
              Address

            


    

     

    All
      statements shall be deemed issued when mailed to Artist at the address for
      notices under this Agreement.

     

    
      	
            	
              2.6.

            	
              Reserves

            


    

     

    WDP
      shall
      have the right from time to time and in its
      business judgment to establish and adjust reserves for any
      distribution costs, uncollected accounts or other items which
      WDP
      believes in its business judgment will be deductible
      from or credited against Defined Receipts hereunder.
      WDP agrees to liquidate reserves within an appropriate
      period of time within WDP's business judgment.
      

     

    
      	
            	
              2.7.

            	
              Tax
                Credits 

            


    

     

    WDP
      shall
      have the sole right to take whatever credits (including investment tax credits),
      deductions or other
      benefits that may be available throughout the universe,
      with respect to taxes and excises payable in any way in connection with the
      Picture or otherwise, without any accounting, credit or payment obligation
      to
      Artist. 

     

    
      	
            	
              3.

            	
              ADDITIONAL
                TERMS

            


    

     

    
      	
            	
              3.1.

            	
              Arbitration

            


    

     

    WDP
      and
      Artist agree that any dispute between them concerning the rights and obligations
      of WDP and Artist under this Exhibit DRCB, whether sounding in contract or
      tort,
      may only be adjudicated in accordance with the following procedure:

     

    
      	
            	
              A.

            	
              Either
                (i) WDP and Artist shall mutually select
                an arbitrator, or (ii) if they cannot agree on such arbitrator,
                WDP and Artist shall each select one arbitrator
                and those two arbitrators shall then select a third arbitrator.
                

            


    

     

    
      	
            	
              B.

            	
              The
                parties shall arbitrate the dispute in accordance
                with the then-prevailing Commercial Arbitration
                Rules of the American Arbitration Association (except
                to the extent expressly set forth elsewhere in this Exhibit
                DRCB) and judgment on the award rendered by the
                arbitrator(s) may be entered in any court having jurisdiction
                thereof.

            


    

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              3.2.

            	
              No
                Representation

            


    

     

    WDP
      has
      no obligation to distribute the Picture and
      if it
      does so, Artist acknowledges that WDP has no obligation
      to maximize Defined Receipts and has not made
      any
      representations with respect to the likelihood or amount
      of
      Defined Receipts, deferments, contingent proceeds
      or Defined Receipts Contingent Bonus, if any, which
      will or may be derived from distribution of the Picture.

     

    
      	
            	
              3.3.

            	
              Control
                of Exploitation and Marketing 

            


    

     

    
      	
            	
              A.

            	
              As
                between WDP and Artist, WDP shall have
                exclusive and perpetual control of the distribution, marketing,
                advertising, publicizing, exploitation, sale or other
                disposition of the Picture and may distribute, or withhold
                or withdraw the Picture from distribution at its sole
                discretion with respect to one or more territories or media.
                WDP may distribute the Picture with other pictures whether
                or not WDP has any interest in such other pictures.

            


    

     

    
      	
            	
              B.

            	
              For
                all purposes under this Exhibit DRCB, allocations
                of Defined Receipts, costs, rights and other matters
                relating to the Picture and other motion pictures shall
                be allocated by WDP in its business judgment and in accordance
                with WDP's prevailing business
                practice.

            


    

     

    
      	
            	
              C.

            	
              With
                respect to trailers and shorts exhibited with
                the Picture outside of the U.S. and Canada, Defined Receipts
                shall be reduced by 3% for trailers and 5% for shorts.

            


    

     

    
      	
            	
              D.

            	
              As
                between WDP and Artist, WDP owns all rights to the Picture and its
                Defined
                Receipts and Contingent Proceeds, including the right to encumber,
                transfer or dispose of them and Artist shall have no right, title
                or
                interest therein. Artist acknowledges that its sole right under this
                Exhibit is a contractual right to contingent compensation in the
                form of,
                and measured by, the

            


    

     

    
      	
            	
              E.

            	
              WDP,
                its agents and assigns, in its and their business
                judgment, shall be entitled to distribute the Picture
                on a percentage basis or make flat sales, make and
                cancel contracts, adjust  and settle disputes, and give allowances
                and rebates to distributors, licensees, exhibitors
                or other Persons whether or not any such entity is
                owned, operated or controlled by WDP, Affiliates or Related
                Parties. 

            


    

     

    
      	
            	
              F.

            	
              WDP
                shall have complete discretion in determining
                the extent, if any, to which it will audit or check payments or charges
                to
                WDP or assert claims with respect thereto.


            


    

     

    
      	
            	
              G.

            	
              Artist
                acknowledges that WDP is part of a large,
                diversified international group of affiliated companies
                engaged in a variety of business activities. WDP has informed Artist
                that
                it frequently enters into business transactions with Affiliates and
                Related Parties, and Artist acknowledges and agrees that WDP is
                entitled
                (but is not obligated) to, and may, in its sole discretion,
                enter into agreements or other arrangements with
                Affiliates and Related Parties in connection with any or
                all rights relating to the Picture, including, without limitation,
                all exploitation rights and all subsidiary, ancillary or
                other rights relating thereto (the "Exploitation Rights"). Artist
                hereby acknowledges and agrees that WDP is under
                no obligation, express or implied, to offer the Exploitation
                Rights or any part thereof to unaffiliated or unrelated
                third parties, whether in lieu of or in addition to offering
                such rights to Affiliates and Related Parties, or to otherwise
                seek or secure any business arrangements with any
                unaffiliated or unrelated third parties with respect thereto.
                Without limiting the generality of any other provision
                of the Agreement, Artist hereby waives any right to make any claim
                or seek
                any relief, whether at law or in equity (specifically including injunctive
                relief), asserting
                the existence and/or breach of any such express or implied obligation.
                

            


    

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    In
      addition, Artist acknowledges and agrees that
      any
      agreement or other arrangement by WDP with an Affiliate
      or Related Party regarding the Exploitation Rights shall
      be
      conclusively presumed to be fair, reasonable and unobjectionable
      unless Artist shall establish that such agreement
      or other arrangement is on financial terms which,
      taken as a whole, are materially less favorable economically
      to WDP than the terms of Similar Transactions
      generally entered into by WDP with unaffiliated
      or unrelated third parties; or if there are no such
      unaffiliated or unrelated Similar Transactions, then by
      WDP
      with Affiliates or Related Parties (as applicable); or
      if
      there are no such Similar Transactions with Affiliates or
      Related Parties, then by Affiliates with any other Affiliate or
      Related Party (any such materially less favorable agreement
      or arrangement being hereinafter referred to as a
      "Less
      Favorable Arrangement"). For purposes hereof, the
      term
      "Similar Transactions" shall mean agreements or other
      arrangements relating to motion pictures similar to the
      Picture (including WDP or non-WDP Pictures)  which involve
      rights which are comparable to the Exploitation Rights
      or
      any relevant part thereof. WDP and Artist agree
      that in any arbitration between them under Paragraph
      3.1 above, concerning whether WDP has entered
      into a Less Favorable Arrangement, the arbitrator(s)
      shall select an independent national accounting
      firm with entertainment accounting expertise who shall be present with the
      arbitrator(s) during the arbitration proceedings, and, on the basis of the
      evidence presented (including any expert testimony presented by the
      parties and admitted into evidence), shall provide a written
      report to the arbitrator(s) solely on the issue of whether
      there was a Less Favorable Transaction; and the above
      referenced records and report shall be kept in strictest
      confidence by the accounting firm and disclosed only
      to
      the arbitrator(s) who shall have authority, subject to a
      protective order maintaining the confidentiality of the information
      to the fullest extent permitted by law, to disclose
      to the parties only those relevant portions of the report
      indispensable to the adjudication of the issue. If pursuant
      to Paragraph 3.1 above, the arbitrator(s) conclude(s)
      that WDP has entered into a Less Favorable Arrangement with an Affiliate or
      Related Party, Artist's sole and
      exclusive remedy shall be the right to receive an adjustment
      on the next accounting statement when due, including any additional payments
      that may be required, pursuant to Paragraph 2.1 hereof, modified to the extent
      required
      to render such Less Favorable Arrangement not a Less Favorable Arrangement.
      

     

    
      	
            	
              3.4.

            	
              Sales
                of All Rights

            


    

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              A.

            	
              If
                after completion and delivery of the Picture to WDP, WDP sells all
                its
                right, title and interest in the Picture (other than to an Affiliate
                or
                through merger or consolidation),
                Artist may elect that:

            


    

     

    
      	
            	
              1.

            	
              The
                net sum received by WDP shall constitute
                Defined Receipts hereunder but further income
                of purchaser in connection with the Picture
                shall not be included in Defined Receipts, or,
                

            


    

     

    
      	
            	
              2.

            	
              The
                net sum received by WDP shall not
                be included in Defined Receipts and all receipts
                and expenses (other than the purchase price
                paid to WDP) of the purchaser relating to the
                Picture shall be treated for purposes of accounting
                to Artist, as though they were receipts
                and expenses of WDP, provided that upon
                assumption by purchaser of such obligation,
                the sale shall be considered a novation
                and WDP shall thereafter have no obligation
                of any kind to Artist. 

            


    

     

    
      	
            	
              B.

            	
              Artist's
                election shall be made within 7 days after WDP notifies Artist in
                writing
                that it proposes to
                make such sale and identifies the purchaser and purchase
                price. If WDP does not receive written notice of Artist's election
                within
                7 days after issuance of WDP's notice,
                then WDP shall have the right, but not the obligation,
                to make such election on Artist's
                behalf.

            


    

     

    
      	
            	
              3.5.

            	
              Assignment
                by Artist 

            


    

     

    
      	
            	
              A.

            	
              Artist
                may assign Artist's right to receive its
                Defined Receipts Contingent Bonus hereunder in whole or
                in part, at any time after the release of the Picture, subject
                to WDP's approval not to be unreasonably withheld
                and provided that such assignment does not subject
                WDP to any additional liability in connection with the
                assignment. However, in no event shall WDP be obligated
                to account to more than one Person. In any event,
                WDP's obligation to pay in accordance with any assignment,
                or designation of a disbursing agent, shall be conditioned
                on WDP's receipt of written notice thereof, in form
                satisfactory to WDP, and WDP's payment in accordance
                therewith shall satisfy WDP's payment obligations
                to Artist hereunder. Artist's right to examine
                WDP's books of account shall not be assignable without WDP's prior
                written
                consent and in any event shall be limited to one Person.
                

            


    

     

    
      	
            	
              B.

            	
              WDP
                shall have the right of first refusal with respect to any proposed
                assignment of Artist's right to receive Defined Receipts Contingent
                Bonus
                hereunder upon
                equivalent  terms (to the extent economically matchable)
                offered to Artist by a bona fide third party. Artist
                shall notify WDP of the terms of any such proposed
                assignment and WDP shall have 7 business days
                within which to elect to accept such terms. Artist  shall
                make no change in such terms which are adverse to Artist's
                interest without giving WDP the opportunity to accept
                such changed terms. If WDP does not elect to accept
                such terms, then Artist shall be free to accept the proposed
                terms of assignment from such bona fide third party
                provided that if such proposed assignment is not concluded
                within 30 days following the expiration of the 7 business
                day period referred to above, WDP's right of first refusal
                under this Paragraph 3.5.B shall revive and shall apply
                to each subsequent offer received by Artist. This Paragraph
                3.5.B shall not apply to family
                gifts.

            


    

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              3.6.

            	
              General
                Terms

            


    

     

    
      	
            	
              A.

            	
              This
                Agreement is not for the benefit of any third party and shall not
                create a
                partnership, joint venture, agency, trust or fiduciary obligation
                between
                WDP and Artist or make Artist WDP's agent or create a relationship
                between
                WDP and Artist other than creditordebtor to the extent amounts are
                due
                hereunder.

            


    

     

    
      	
            	
              B.

            	
              WDP
                may, in its business judgment, commingle
                Contingent Proceeds or Defined Receipts with any
                other funds. 

            


    

     

    
      	
            	
              C.

            	
              Nothing
                in this Exhibit DRCB or the Agreement
                shall give Artist the right to a lien on the Picture,
                the Contingent Proceeds or Defined Receipts.


            


    

     

    
      	
            	
              D.

            	
              Artist
                shall not be entitled to interest or any other gain which may accrue
                as a
                result of WDP's obligation to pay Artist's Defined Receipts Contingent
                Bonus (or part thereof) even in the event of a dispute between Artist
                and
                WDP concerning the interpretation of this Exhibit DRCB, non-payment
                hereunder or otherwise.

            


    

     

    
      	
            	
              E.

            	
              Headings
                are for convenience only and are of
                no effect in construing the contents of this
                Agreement.

            


    

     

    
      	
            	
              F.

            	
              Artist
                waives any right at law or equity to revoke, terminate, diminish
                or enjoin
                any rights granted or acquired by WDP hereunder by reason of a claimed
                nonpayment of monies allegedly due and payable hereunder, it being
                agreed
                that Artist's sole remedy for any such alleged non-payment shall
                be
                limited to a claim for any such money that is due and payable
                hereunder.

            


    

     

    END
      OF
      EXHIBIT DRCB

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      "A"

     

    REFERRED
      TO IN PARAGRAPH 1.1.A.8 OF EXHIBIT DRCB

    


     

    MUSIC
      PUBLISHING

     

    
      	
              1.

            	
              A
                royalty equal to fifteen percent (15%) of Music Publishing Contingent
                Proceeds ("MPCP") received by WDP
                from the exploitation of music publishing rights (i.e., mechanical
                reproduction, public performance, sheet
                music/folios and synchronization) to the original music and/or lyrics
                written specifically for and synchronized
                in the Picture as generally released (the "Music") shall be included
                in
                Defined Receipts. 

            


    

     

    
      	
              2.

            	
              Music
                Publishing Defined Receipts ("MPDR") shall mean all monies actually
                received by WDP with respect to
                the Music excluding any advance, guarantee or minimum royalty payment
                received by WDP in connection with
                any subpublishing, collection, licensing or other agreement, unless
                such
                payment is specifically  attributable
                to the Music.

            


    

     

    
      	
              3.

            	
              MPCP
                shall mean MPDR less the following:


            


    

     

    
      	
            	
              (a)

            	
              Royalties
                or other monies payable by WDP to the composer(s) and/or lyricist(s)
                of
                the Music. 

            


    

     

    
      	
            	
              (b)

            	
              All
                additional shares of MPDR payable by WDP to such composer(s), lyricist(s)
                and/or any other third
                party co-publishers, administrators or other
                participants.

            


    

     

    
      	
            	
              (c)

            	
              Collection
                or other fees customarily and actually charged by The Harry Fox Agency,
                Inc., or any other
                collection agent used by WDP.

            


    

     

    
      	
            	
              (d)

            	
              Copyright
                registration fees and the costs of transcribing lead
                sheets.

            


    

     

    
      	
            	
              (e)

            	
              All
                other administration and exploitation expenses incurred with respect
                to
                the Music including, without
                limitation, the costs of producing demonstration records,
                advertising  and promotion expenses,
                costs or amounts payable to third-party publishers, co-publishers,
                administrators, publishing
                participants, subpublishers, licensees, trustees or collection 
                agents, attorneys' and accountants'
                fees directly related to the Music, and damages and expenses incurred
                by
                reason of
                infringement claims, but excluding rents, overhead, salaries and
                other
                similar general expenses.

            


    

     

    
      	
              4.

            	
              If
                Artist is entitled to receive a direct royalty or other type of payment
                with respect to the Music, then no portion
                of MPCP will be included in Defined
                Receipts.

            


    

     

    WALT
      DISNEY PICTURES

     

    MUSIC
      PUBLISHING

     

    SCHEDULE
      "A" TO EXHIBIT DRCB

    


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      "B"

     

    REFERRED
      TO IN PARAGRAPH 1.1.A.8 OF EXHIBIT DRCB

     

    
      	
              1.

            	
              SOUNDTRACK
                RECORDS: In the event WDP receives any royalties in respect of the
                soundtrack album(s)
                ("Album") and/or other "phonorecords" (as that term is defined in
                the U.S.
                Copyright Act of 1976, 17 U.S.C.
                Sections 101, et. seq.) derived from the soundtrack of the Picture
                ("Soundtrack Records"), then WDP agrees that such royalties will
                be
                computed as follows for inclusion in Defined
                Receipts:

            


    

    


    
      	
            	
              1.1

            	
              If
                an Affiliate distributes Soundtrack Records, then the royalty included
                in
                Defined Receipts shall equal
                2% % ("Royalty Rate") of the suggested retail list price (or the
                equivalent wholesale royalty) for net sales of the
                Album through normal retail channels in the United States ("USNRC
                Sales").
                The Royalty Rate shall be otherwise
                defined, computed, reduced and accounted for on the same basis that
                the
                Affiliate customarily accounts
                to third party recipients including, without limitation, in respect
                of
                foreign sales, configurations variations,
                taxes, flat fee licensing, coupling, singles, free goods, packaging
                deductions, royalty base and all other
                reductions and deductions. Royalties hereunder shall only be included
                in
                Defined Receipts prospectively after
                the recoupment from the aggregate royalty payable (or accrued against
                advances or other charges) by WDP
                in respect of Soundtrack Records (including royalties payable to
                artists,
                producers, record companies, film personnel,
                music supervisors, musicians and the royalty payable pursuant to
                this
                Schedule B) of the following: (i)
                all recording costs of the master recordings embodied in Soundtrack
                Records; (ii) any re-recording costs of master
                recordings which are re-recorded for Soundtrack Records; and (iii)
                all
                costs of converting the master recordings
                in the Picture from motion picture recordings to phonograph record
                use
                (including, re-recording costs, reuse
                fees, editing, sweetening, etc.).

            


    

     

    
      	
            	
              1.2

            	
              In
                the event that WDP receives its royalties from the exploitation of
                Soundtrack Records by a third party distributor, then the royalty
                to be
                included in Defined Receipts shall be the "Soundtrack Contingent
                Proceeds"
                (as defined below).

            


    

     

    
      	
            	
              1.3.

            	
              "Soundtrack
                Contingent Proceeds" shall mean all revenues received by WDP from
                the
                exploitation of Soundtrack Records, if any, as set forth in the applicable
                Soundtrack Records agreement after deduction of the following costs
                and
                third party royalties:


            


    

     

    
      	
            	
              (a)

            	
              A
                sum equivalent to the actual dollar amount (including any fixed cash
                amounts, advances
                and/or royalties) actually paid to all third party performers and/or
                participants with respect to the music/soundtrack contained in Soundtrack
                Records and/or the Picture, including without limitation, cash payments
                and/or royalties payable to artists, producers, record companies,
                film
                personnel, music supervisors and
                musicians.

            


    

     

    
      	
            	
              (b)

            	
              A
                sum equivalent to all artwork costs for Soundtrack Records to the
                extent
                such artwork costs
                are paid by or charged to WDP, remixing and remastering costs,
                re-recording costs, reuse fees, license fees
                and similar costs attributable to the recording/production and/or
                licensing of the master recordings embodied
                on Soundtrack Records, except to the extent such costs are included
                in the
                negative cost of the Picture
                and to the extent such Soundtrack Records costs and fees have actually
                been incurred directly or indirectly
                by WDP.

            


    

     

    
      	
            	
              (c)

            	
              Any
                legal fees or related expenses incurred by WDP for outside legal
                counsel
                engaged at WDP's election to: document and/or negotiate the applicable
                Soundtrack Records agreement; in protecting or defending WDP's rights,
                privileges and benefits with respect to Soundtrack Records and/or
                any
                master recordings recorded/acquired for the Picture and/or Soundtrack
                Records; and/or in connection with any dispute involving any
                release/distribution agreement pertaining to Soundtrack
                Records.

            


    

     

    
      	
            	
              (d)

            	
              In
                the event the Soundtrack Records distributor pays WDP any nonreturnable
                advance against royalties, a reasonable reserve shall be applied
                towards
                (i) third party payments payable prior to the Soundtrack Record
                distributor's recoupment of such advance at the "net" artist rate;
                and
                (ii) unrecouped costsincurred
                by WDP in respect of any Soundtrack Records and/or in excess of the
                budgeted cost of the music for the
                Picture.

            


    

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              1.4.

            	
              Notwithstanding
                the foregoing, no royalties shall be included hereunder for any so-called
                "storyteller" or "read-along" phonorecords or for any phonorecords
                embodied in other merchandise or for any audiovisual devices now
                known or
                hereafter devised.

            


    

     

    
      	
            	
              1.5.

            	
              If
                Artist is entitled to receive a direct royalty or other type of payment
                with respect to Soundtrack Records, then no royalties from Soundtrack
                Records will be included in Defined
                Receipts.

            


    

     

    
      	
              2.

            	
              MERCHANDISING/PUBLISHING.
                With respect to items of merchandising (including interactive games
                and
                other products and services) and book publication (including children's
                storytelling recordings, as distinguished
                from soundtrack records, but excluding souvenir programs and similar
                publications) based on the Picture,
                then:

            


    

     

    
      	
            	
              2.1

            	
              For
                items sold by a licensee of WDP, the royalties WDP receives from
                such
                licensee shall be included in Defined Receipts of the Picture after
                first
                deducting (i) a percentage deduction of: fifty percent (50%), inclusive
                of
                subdistributor fees, for items sold in the U.S.; sixty-five percent
                (65%),
                inclusive of subdistributor fees, for items sold outside the U.S.;
                and
                fifteen percent (15%) plus any subdistributor's fees for any book
                novel;
                and (ii) out-of-pocket costs and royalties to third parties;
                or

            


    

     

    
      	
            	
              2.2

            	
              For
                items are sold by WDP at the wholesale or retail level, at WDP's
                discretion, either:(i) an amount equal to seven (7%) of the wholesale
                price of such items sold by WDP at the wholesale level (less a reasonable
                allowance for returns); or (ii) an amount equal to seven percent
                (7%) of
                fifty percent (50%) of the gross retail revenues of such items sold
                by WDP
                at the retail level (less a reasonable allowance for returns) shall
                be
                included in Defined Receipts of the Picture after first deducting
                (a) a
                percentage deduction of fifty percent (50%) for items sold in the
                U.S.;
                sixty-five percent (65%) for items sold outside the U.S.; and fifteen
                percent (15%) with respect to any book novel; and (b) out-of pocket
                costs
                and royalties to third parties.

            


    

     

    
      	
            	
              2.3

            	
              In
                no event shall any items of merchandise be treated as falling under
                both
                provisions 2.1 or 2.2 above.

            


    

     

    
      	
            	
              2.4

            	
              If
                Artist is entitled to receive a direct royalty or other type of payment
                with respect to the exercise
                of merchandising and book publication rights, then no royalties therefrom
                will be included in Defined Receipts.

            


    

     

     

    WALT
      DISNEY PICTURES

     

    SOUNDTRACK
      RECORDS/MERCHANDISING/PUBLISHING

     

    SCHEDULE
      "B" TO EXHIBIT DRCB

    


    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    RIDER
      TO
      EXHIBIT "DRCB"

     

    This
      Rider is attached to and made a part of Exhibit "DRCB" which is attached to
      the
agreement
      ("Agreement") dated as of December 11, 2003 between WALT DISNEY PICTURES ("WDP")
      and PLATINUM STUDIOS LLC ("Owner") relating to the Picture identified
      therein.

     

    
      	
              1.

            	
              With
                respect to Paragraph 1.1.A.2. (DEFINITIONS, DEFINED RECEIPTS),
                Subdistributors
                hereunder shall be deemed to include WDP sales agents (if
                any).

            


    

     

    
      	
              2.

            	
              With
                respect to Paragraph 1.1.A.5. (DEFINITIONS, DEFINED RECEIPTS), the
                words
                "excluding costs of WDP in-house counsel in connection with such
                copyright
                infringement
                claims" shall be inserted immediately after the word "costs" but
                within
                the parenthetical;
                and the words "unfair competition, trademark, and/or patent infringement
                and/or defamation claims" shall be inserted immediately after the
                word
                "infringers."

            


    

     

    
      	
              3.

            	
              With
                respect to Paragraph 1.1.A.8. (DEFINITIONS, DEFINED RECEIPTS), the
                words
                "and other receipts" shall be inserted immediately after the word
                "royalties" in the first line.

            


    

     

    
      	
              4.

            	
              With
                respect to Paragraph 1.1 .A. (DEFINITIONS, DEFINED RECEIPTS), the
                following are added as new Paragraphs 9. and 10. thereof: "9. Receipts
                from the distribution of trailers for the Picture; and 10. Receipts
                allocable to the Picture as received from the Copyright Tribunal,
                payable
                pursuant to Section III of the 1976 U.S. Copyright Act. There will
                be no
                Percentage
                Deduction applied to the receipts under this subparagraph
                10."

            


    

     

    
      	
              5.

            	
              With
                respect to Paragraph 1.1.B.3. (DEFINITIONS, DEFINED RECEIPTS XCLUSIONS),
                after the word "WDP" in the seventh line, the words "for any purpose"
                shall be inserted; and the following shall be added at the end of
                the
                Paragraph, "or unless freely remittable to the U.S. in U.S. dollars.
                There
                shall be no unreasonable delay with respect to the conversion and
                remittance of foreign receipts
                hereunder."

            


    

     

    
      	
              6.

            	
              With
                respect to Paragraph 1.1.B.5. (DEFINITIONS, DEFINED RECEIPTS EXCLUSIONS),
                the words "any charitable screening" shall be inserted immediately
                after
                the word "from" in the first line.

            


    

     

    
      	
              7.

            	
              With
                respect to Paragraph 1.1.B.7. (DEFINITIONS, DEFINED RECEIPTS EXCLUSIONS),
                the words "or such other major items" shall be inserted immediately
                after
                the word "cars" in the fifth line.

            


    

     

    
      	
              8.

            	
              With
                respect to Paragraph 1.1.C.3. (DEFINITIONS, DEFINED RECEIPTS EDUCTIONS,
                CHECKING), the following shall be added thereto: "provided such checking
                costs shall not exceed one percent (1%) of the worldwide Defined
                Receipts
                of the Picture."

            


    

     

    
      	
              9.

            	
              With
                respect to Paragraph 1.1.C.4. (DEFINITIONS, DEFINED RECEIPTS DEDUCTIONS,
                COLLECTIONS), the word "outside" shall be inserted immediately after
                the
                word "including" in the first line and also immediately after the
                word
                "and" in the second line.

            


    

     

    
      	
              10.

            	
              With
                respect to Paragraph 1.1.1.C.6. (DEFINITIONS, DEFINED RECEIPTS DEDUCTIONS,
                TRADE DUES), the following sentence is added to the end of this paragraph:
                "Notwithstanding the foregoing, Defined Receipts shall not be reduced
                by
                more than: (1) $250,000
                in the aggregate for domestic trade association fees payable by WDP
                to the
                M.P.A.A., A.M.P.T.P.
                and/or any similarly constituted or substitute person or successor
                organization to which WDP may now or hereafter belong on account
                of
                receipts or proceeds from the distribution
                of the Picture; and (2) $250,000 in the aggregate for foreign trade
                association fees payable
                by WDP to the M.P.E.A. and/or any successor organization to which
                WDP may
                now or hereafter belong on account of receipts or proceeds from the
                distribution of the Picture."

            


    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    
      	
              11.

            	
              With
                respect to Paragraph 1.1.C.8. (DEFINITIONS, DEFINED RECEIPTS DEDUCTIONS,
                TAXES), (a) the words "(appropriately allocated)" shall be inserted
                immediately after the word "nature" in the first line; and (b) the
                following shall be added as the last sentences thereof:
                "In the event of any tax refunds and/or in the event of any interest
                adjustment, Distribution
                Costs shall be credited (without any Percentage Deduction taken)
                with
                respect thereto.
                The words 'corporate income taxes' appearing herein shall mean taxes
                based
                on net income,
                so-called excess profits, and to the extent such are in the nature
                of
                taxes based on net income
                or so-called excess profit taxes -- franchise and corporation income
                taxes. Also to  the extent
                any such taxes paid by WDP are deducted and subsequently refunded,
                an
                appropriate retroactive
                adjustment shall be made."

            


    

     

    
      	
              12.

            	
              With
                respect to Paragraph 1.2.F.1. (DEFINITIONS, MISCELLANEOUS DEFINITIONS, TERRITORY),
                the
                following words shall be added thereto: "and all transportation
                companies, armed services or institutions flying the flag of the
                U.S."

            


    

     

    
      	
              13.

            	
              With
                respect to Paragraph 1.2.F.6. (DEFINITIONS, MISCELLANEOUS DEFINITIONS,
                TERRITORY), the words "such exhibitions shall occur" in the second
                and
                third lines shall be deleted and the words "agreements relating to
                such
                exhibition are entered into" shall be inserted in place
                thereof.

            


    

     

    
      	
              14.

            	
              With
                respect to Paragraph 2.1. (ACCOUNTING, STATEMENTS), (a) solely in
                the
                event Owner is receiving Defined Receipts Contingent Bonus payments
                hereunder within the first two years, then (i) the word "three" shall
                replace the word "two" in the third line; (ii) the word
                "year" shall be inserted immediately after the word "next" in the
                seventh
                line; (iii) the words
                "two years" shall be deleted therefrom; and (b) "$500,000" shall
                be
                changed to "$750,000" in the seventeenth
                line.

            


    

     

    
      	
              15.

            	
              With
                respect to Paragraph 2.1. (ACCOUNTING, STATEMENTS), the following
                is
                added immediately before the last sentence thereof: "but the foregoing
                shall not limit Owner's right
                to request a statement as provided in the first sentence of this
                paragraph
                2.1." And the following
                is added to the last sentence thereof: "and if the Picture is broadcast
                on
                prime time network
                television in the U.S. or exhibited on a premium pay TV service or
                The
                Disney Channel or
                similar pay cable stations in the first free TV window, in the U.S.,
                WDP
                shall account therefor by
                issuing a quarterly statement for one year starting on the accounting
                period within which the Picture
                has been so exhibited, accompanied by payment of the amount, if any,
                shown
                thereby to be
                due Owner."

            


    

     

    
      	
              16.

            	
              With
                respect to Paragraph 2.2. (ACCOUNTING, INCONTESTABILITY), the number
                "36"
                shall be substituted for the numeral "24" in each place therein;
                the word
                "issued" shall be deleted from the fifth line thereof and the word
                "received" substituted therefor; and the numeral "12" shall be substituted
                for the numeral "6" in the tenth line
                thereof

            


    

     

    
      	
              17.

            	
              With
                respect to Paragraph 2.2. (ACCOUNTING, INCONTESTABILITY), the following
                shall be inserted immediately after the word "objection" in the eleventh
                line: "or if commenced in 6 months after completion of audit, if
                such
                audit is commenced prior to, but completed on a timely basis after
                said
                36-month period."

            


    

     

    
      	
              18.

            	
              With
                respect to Paragraph 2.2. (ACCOUNTING, INCONTESTABILITY) the following
                sentence shall be inserted immediately after the sentence ending
                with the
                word "first" in
                the thirteenth line: "The foregoing period within which Owner may
                raise
                objections shall recommence,
                but only with respect to certain transactions or items included in
                previous statements that have been thereafter revised and/or
                corrected."

            


    

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    
      	
              19.

            	
              With
                respect to Paragraph 2.3. (ACCOUNTING, BOOKS), the word "national"
                is
                deleted
                from the seventh line.

            


    

     

    
      	
              20.

            	
              With
                respect to Paragraph 2.3. (ACCOUNTING, BOOKS), the word "issuance"
                is
                deleted from the fifth line and the word "delivery" is substituted
                therefor, and the following sentence
                shall be inserted immediately after the word "withheld" in the ninth
                line:
                "The 'big five' accounting firms excluding Price Waterhouse Coopers
                are
                pre-approved by WDP subject to any conflict of interest that may
                exist or
                arise. Laventhol & Horwath or any successor-in-interest or any of its
                present or former principals or employees shall be deemed not approved
                by
                WDP so long
                as they are representing Silver Screen Partners as auditors and/or
                if they
                previously represented
                Silver Screen as auditors on any WDP picture. In addition, any auditor(s)
                that represents
                Touchwood Pacific Partners I and/or Interscope Communications Inc./Nomura,
                Babcock
                and Brown Unit One Film Partners and/or any other financier of the
                Picture
                and/or any other WDP picture shall be deemed not approved by
                WDP."

            


    

     

    
      	
              21.

            	
              With
                respect to Paragraph 2.4. (ACCOUNTING, WITHHOLDINGS), the following
                shall be added at the end thereof: "Any moneys so recovered by Owner
                resulting from such claims or prosecutions shall be retained by Owner
                unless WDP has a prior existing claim or lien, provided however that
                nothing herein shall be deemed a waiver of either party's rights
                or
                remedies in law or equity.

            


    

     

    
      	
              22.

            	
              With
                respect to Paragraph 2.6. (ACCOUNTING, RESERVES), the following shall
                be
                added thereto: "In any event, WDP shall liquidate any such reserves
                within
                12 months after establishing the same unless there is any claim and/or
                litigation pending, in which case WDP may continue to maintain such
                reserves".

            


    

     

    
      	
              23.

            	
              With
                respect to Paragraph 3.3.A. (MISCELLANEOUS, CONTROL OF EXPLOITATIONAND
                MARKETING) the following shall be added after the word "Owner" in
                the
                first line: "subject to Owner's consultation rights, if any, in connection
                therewith as more fully set forth in this
                Agreement,"

            


    

     

    
      	
              24.

            	
              With
                respect to Paragraph 3.3.A. (MISCELLANEOUS, CONTROL OF EXPLOITATION
                AND MARKETING), the following shall be added following the last sentence
                thereof: "subject to, and except as provided to the contrary in the
                Agreement to which this Rider is attached. Notwithstanding the foregoing,
                there shall be no sub-distribution of the Picture in the U.S.
                or Canada unless WDP customarily uses sub-distributors for distribution
                in
                the U.S. and/or Canada and at that time with respect to substantially
                all
                other motion pictures during the same calendar
                year."

            


    

     

    
      	
              25.

            	
              With
                respect to Paragraph 3.3.B. (ADDITIONAL TERMS, CONTROL OF EXPLOITATION
                AND MARKETING), the words "good faith" shall be inserted immediately
                after
                the word "business" in the fourth
                line.

            


    

     

    
      	
              26.

            	
              With
                respect to Paragraph 3.3.C. (ADDITIONAL TERMS, CONTROL OF EXPLOITATION
                AND MARKETING), the words "trailers and" are deleted from the first
                line,
                and the words "for trailers and 5% " are deleted from the third line
                thereof.

            


    

     

    
      	
              27.

            	
              With
                respect to Paragraph 3.4.A.1. (ADDITIONAL TERMS, SALES OF ALL RIGHTS),
                the word "sum" in the first line shall be changed to
                "sum(s)."

            


    

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    
      	
              28.

            	
              With
                respect to Paragraph 3.4.A.2. (ADDITIONAL TERMS, SALES OF ALL RIGHTS),
                the following shall be inserted immediately after the word "assumption"
                in
                the eighth line: "in writing and subject to full
                performance."

            


    

     

    
      	
              29.

            	
              With
                respect to Paragraph 3.4.B. (ADDITIONAL TERMS, SALES OF ALL RIGHTS),
                the
                words "14 business days" shall be substituted for the words "7 days"
                in
                the each place therein. In addition, the words "and other material
                terms"
                shall be inserted immediately after the word "price" in the fourth
                line.

            


    

     

    
      	
              30.

            	
              With
                respect to Paragraph 3.5.A (MISCELLANEOUS, ASSIGNMENT BY OWNER),
                the words "completion of services" shall be inserted immediately
                after the
                word "after"
                in the third line; and the words "the release of the Picture" in
                the third
                line shall be deleted.

            


    

     

    
      	
              31.

            	
              With
                respect to Paragraph 3.5.A. (ADDITIONAL TERMS, ASSIGNMENT BY OWNER),
                the
                following shall be added after the word "Picture" in the third line:
                "or
                to Artist's loan-out company or other closely held corporation and
                vice-versa; provided that, and subject to, all parties signing WDP's
                customary (i) Notice of Irrevocable Authority and (ii) Acknowledgment
                of Notice of Irrevocable
                Authority."

            


    

     

    
      	
              32.

            	
              With
                respect to Paragraph 3.5.B. (ADDITIONAL TERMS, ASSIGNMENT BY OWNER),
                the
                word "material" shall be inserted before the word "change" in the
                eighth
                line thereof,
                and the following words shall be added to the last sentence thereof:
                "or a
                transfer to any corporation or entity wholly owned or controlled
                by
                Owner."

            


    

     

    END
      OF
      RIDER

    


    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      "CB"

     

    This
      Exhibit is attached to and made part of the Agreement dated as of December
      11,
      2003 between WALT DISNEY PICTURES ("WDP") and PLATINUM STUDIOS ("Owner") for
      WDP's option to acquire all right, title and interest in and to the unpublished
      comic book written and owned by Owner entitled "Unique", relating to the motion
      picture project currently entitled "UNIQUE" or such other project(s) or
      production(s) described therein (the "Picture").

     

    NOTE:
      PLEASE READ CAREFULL


     

    This
      Exhibit CB sets forth the contractual formula to be used solely for the
      definition, computation, and accounting of Contingent Proceeds and payment,
      if
      any, of Lender's Contingent Bonus as provided in the Agreement.

     

    Lender
      and Artist understand and agree that: (1) the defined terms shall have the
      meanings described in this Exhibit CB; (ii) the words or defined terms used
      herein may not necessarily correspond in any way to generally accepted
      accounting principles or any other definitions associated with the practices
      of
      accounting or auditing; (iii) there is no guarantee whatsoever, and it is
      unlikely, that any Contingent Bonus will become payable to Lender, regardless
      of
      the level of income, revenues, profits and/or receipts, if any, that WDP,
      Affiliates or Related Parties, or any distributor or exhibitor realizes from
      the
      exploitation of the Picture; (iv) Lender shall be entitled to the payment of
      Contingent Bonus amounts only in accordance with the terms hereof, and Lender
      and Artist acknowledge and understand that any such payment is entirely
      speculative; (v) Lender and Artist have been represented by counsel or other
      representative(s) of their choice in the negotiation of the terms of the
      Agreement and this Exhibit CB; (vi) Lender and Artist have a full understanding
      of the terms of the Agreement and this Exhibit CB; (vii) WDP's, Affiliates'
      and
      Related Parties' accountings for financial reporting, tax reporting or other
      purposes are not prepared in the same manner as accountings pursuant to this
      Exhibit CB; (viii) no fiduciary relationship whatsoever exists between WDP,
      on
      the one hand, and Lender and Artist, on the other hand, including without
      limitation, arising from the obligation of WDP to account for Contingent
      Proceeds and potentially to pay a Contingent Bonus to Lender; (ix) the terms
      of
      this exhibit are part of a comprehensive negotiated, agreement that contains
      both economic and non-economic terms; and, which taken as a whole, is the
      product of an arm's length give and take negotiation whether or not changes
      have
      been made to this Exhibit CB; and (x) no representations whatsoever, expressed
      or implied, have been made to Lender or Artist that are contrary to this
      Paragraph.

    


     

    Initialed:                                (Lender)
      and                                     (Artist)

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      CB


     

    CONTINGENT
      BONUS FORMULA

     

    "Contingent
      Proceeds" shall mean the Defined Receipts, if any, remaining after WDP deducts
      and retains for its own account, the following items on a continuing basis
      in
      the following order of priority:

    


     

    
      	
              A.

            	
              FIRST
                DEDUCTION - First, an amount equal to the following percentages
                ("Percentage Deduction") of Defined
                Receipts:

            


    

    


    
      
        	
                • 
                  From
                  Defined Receipts (other than Flat Sales and Free TV) 

              
	
                 

              	
                
                  oU.S.
                    and Canada

                

              	30%
	
                 

              	
                oU.K.

              	
                35%

              
	
                 

              	
                oForeign

              	
                40%

              
	
                • 
                  From
                  Flat Sales Defined Receipts

              	
                15%

              
	
                • 
                  From
                  Free TV Defined Receipts 

              
	
                 

              	
                oU.S.
                  Network

              	
                25%

              
	
                 

              	
                oU.S.
                  Non-Network and Canada

              	
                35%

              
	
                 

              	
                oForeign
                  and U.K.

              	
                40%

              
	 	 	 


      

    

     

    
      	
              B.

            	
              SECOND
                DEDUCTION - Next, from the remaining amount of Defined Receipts,
                an amount
                equal to the Distribution
                Costs plus an additional 10% of Ad and Publicity
                Costs.

            


    

     

    
      	
              C.

            	
              THIRD
                DEDUCTION - Next, from the remaining amount of Defined Receipts,
                if any,
                whether or not funds
                are actually borrowed for the Picture, and irrespective of the
                actual funding arrangements or WDP's
                actual financing costs for the Picture or WDP's borrowing rate, as
                WDP's
                funding charge, an amount
                equal to 1.25 times the prime rate of the Bank of America, as the
                same may
                vary from time to time,
                on the total amount of the Fourth Deduction below, commencing from
                the
                respective dates on which
                amounts chargeable under the Fourth Deduction are paid or incurred
                (whichever first occurs) and continuing
                until the middle of the accounting period in which those amounts
                are
                recouped. 

            


    

     

    
      	
              D.

            	
              FOURTH
                DEDUCTION - Next, from the remaining amount of Defined Receipts,
                if any,
                an amount equal to
                the Cost of Production plus an additional 15% of Cost of Production,
                which
                15% shall be charged concurrently
                with the incurring of the respective items of Cost of
                Production.

            


    

     

    
      	
              E.

            	
              FIFTH
                DEDUCTION - Next, from the remaining amount of Defined Receipts,
                if any,
                an amount equal to the
                Other Contingent Amounts. The
                remaining amount, if any, shall be the Contingent Proceeds from which
                Lender's percentage or share thereof (the "Contingent Bonus") shall
                be
                calculated. The
                terms used in this Contingent Bonus Formula are defined in, and the
                Contingent Bonus hereunder shall be accounted for, pursuant to the
                terms
                and conditions of the attached Schedule
                1:

            


    

    


    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    
      	
            	
              1.1

            	
              Defined
                Receipts

            


    

     

    
      	
            	
              A.

            	
              "Defined
                Receipts" means the aggregate of all receipts actually received by
                WDP on
                behalf of the Picture in U.S. dollars in the U.S. or in a foreign
                currency
                which are not Restricted Funds, only
                from:

            


    

     

    
      	
            	
              1.

            	
              WDP's
                direct distribution of the Picture in
                theatres and on television ("TV"), including theatrical
                and non-theatrical exhibitions, and free, cable
                and pay TV exhibitions. 

            


    

     

    
      	
            	
              2.

            	
              Distribution
                of the Picture by any erson
                other than WDP licensed by WDP with an
                obligation to report receipts and expenses to WDP
                (a "Subdistributor"). WDP shall, to the extent
                reported and accounted to WDP, treat all such
                receipts received and earned by the Subdistributor,
                and all distribution costs incurred by
                the Subdistributor as though such receipts were
                received and earned by WDP and such distribution
                costs were incurred by WDP; provided,
                however, that WDP's applicable Percentage
                Deduction shall include the Subdistributor's
                distribution fee, and the licensing or
                other arrangement between WDP and each Subdistributor
                shall not be taken into account in WDP's
                accounting to Lender under this Exhibit CB.

            


    

     

    
      	
            	
              3.

            	
              Manufacture
                and distribution of audio-visual
                cassettes, video discs and all electronic, digital
                and/or optical storage and/or transmission formats,
                any analog or digital reproductions, or any
                similar device and/or format embodying the complete
                Picture in linear form, whether now known
                or hereafter devised ("Video Devices"); provided
                that Defined Receipts for Video Devices shall
                be: (a) if WDP distributes Video Devices, a royalty
                in an amount equal to 20% of the sums actually
                received by such entity (less taxes, credits
                and returns) from its distribution thereof; or
                (b) royalties actually received by WDP from any
                unaffiliated third party Video Device distributor
                less royalties payable to other third parties.

            


    

     

    
      	
            	
              4.

            	
              "Flat
                Sale" licenses for the theatrical exhibition
                of the Picture for a specified period for any
                territory or area (excluding the U.S. and Canada)
                in consideration of the payment of a specified
                amount not calculated by a percentage of
                receipts of the applicable licensee.


            


    

     

    
      	
            	
              5.

            	
              Compensatory
                receipts (less all costs and
                fees) from copyright infringers of the Picture.


            


    

     

    
      	
            	
              6.

            	
              Receipts
                from theater box office operated
                by WDP in connection with four-wall or road
                show exhibitions of the Picture to the extent receipts
                from all such exhibitions taken as a whole
                exceed costs incurred for all such exhibitions.

            


    

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              7.

            	
              Cash
                subsidies granted by governmental
                agencies or prizes to the extent granted
                solely with respect to the Picture.


            


    

     

    
      	
            	
              8.

            	
              The
                royalties as provided in Schedules
                A (Music) and B (Soundtrack Records,
                Merchandising/Publishing), which are attached
                hereto and incorporated herein by this reference.
                There will be no Percentage Deduction
                applied to the royalties under this subparagraph
                8. There
                shall not be any Percentage Deduction on Defined
                Receipts from each of Paragraph 1.1.A.5 and Paragraph
                1.1.A.7 above. If the respective costs relating to each of Paragraph
                1.1.A.5, 1.1.A.6 or Paragraph 2 of Schedule
                B, and applicable Percentage Deduction, if any, pursuant to Paragraph
                1.2,
                exceed receipts from each of Paragraph 1.1.A.5, 1.1.A.6 or Paragraph
                2 of
                Schedule B, respectively, such excess costs of each shall separately
                be
                deductible as a Distribution Cost.

            


    

     

    
      	
            	
              B.

            	
              Defined
                Receipts Exclusions

            


    

     

    The
      following are not included in Defined Receipts: 

     

    
      	
            	
              1.

            	
              Box
                office or other amounts retained by
                any theater or other exhibition venue (except as
                specified in Paragraph 1.1.A.6 hereof) for their own
                account; and receipts of: broadcasters and other
                transmitters by all means now known or hereafter
                devised; wholesale or retail distributors, licensors
                or sellers of Video Devices, audio devices
                and other products; book or music publishers;
                merchandisers and retailers; or any other
                similar Person, whether or not any or all such
                excluded Persons are owned, operated or controlled
                by WDP, Affiliates or Related
                Parties.

            


    

     

    
      	
            	
              2.

            	
              Amounts
                received from advance payments
                or security deposits unless earned by exhibition
                or broadcast, or (subject to Paragraph 1.1.A.2) unconditionally
                non-returnable, and refunds,
                rebates or adjustments granted to other Persons
                by WDP. 

            


    

     

    
      	
            	
              3.

            	
              Amounts
                payable in foreign currency and
                not received by WDP in the U.S. due to remittance
                restrictions ("Restricted Funds"). Restricted
                Funds shall not be included in Defined Receipts
                nor accounted for unless and until they have
                been received by WDP in U.S. dollars in the
                U.S. or expended by WDP in the territory in which
                held, except as provided in 1.1.B.3 (a) below.
                

            


    

     

    
      	
            	
              (a)

            	
              If any
                Contingent Bonus becomes
                payable to Lender under this Agreement,
                Lender may notify WDP in writing
                that Lender desires to have included in
                Lender's Contingent Bonus, Lender's share
                of Restricted Funds in a particular territory
                and designate a bank or other representative
                in such country, to whom payment
                may be made for Lender's account. Upon
                WDP's receipt of such notice and all required
                permissions, such payment shall be made
                to Lender's representative at Lender's expense.
                Upon payment of Lender's share of
                Restricted Funds, WDP shall have no further
                obligation to account for such Restricted
                Funds whether as Defined Receipts
                or otherwise.

            


    

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (b)

            	
              On
                Lender's written request, WDP
                shall report to Lender the amount of Restricted
                Funds (if any) which under this Paragraph
                1.1.B.3 have not yet been included
                in Defined Receipts as of the closing
                date of the most recent statement which
                has been furnished to Lender under Paragraph
                2.1 below. 

            


    

     

    
      	
            	
              4.

            	
              Amounts
                collected in connection with the
                distribution of the Picture as taxes or for payment
                of taxes (e.g., admission, sales, use or value
                added taxes, etc.).

            


    

     

    
      	
            	
              5.

            	
              Amounts
                collected from exhibition of the
                Picture contributed to charitable organizations.

            


    

     

    
      	
            	
              6.

            	
              Receipts
                from remakes, prequels, sequels,
                radio or TV series or other derivative uses
                of the Picture or any element thereof.


            


    

     

    
      	
            	
              7.

            	
              Salvage
                value or receipts derived from print
                stocks, film or tape clips, stock footage, stills,
                props, sets, wardrobe, or other items included
                in Cost of Production except and only any
                sums received from the sale of cars purchased
                specifically in connection with the Picture
                and sold within six months after completion
                of photography, which sums shall be included
                in the Defined Receipts of the Picture without
                any Percentage Deduction.

            


    

     

    
      	
            	
              1.2.

            	
              PercentageDeduction

            


    

     

    "Percentage
      Deduction" means the percentage of Defined Receipts set forth in the Contingent
      Bonus Formula
      as the First Deduction which WDP shall deduct and retain for its own
      account.

     

    
      	
            	
              1.3.

            	
              Distribution
                Costs

            


    

     

    
      	
            	
              A.

            	
              "Distribution
                Costs" means the aggregate of all costs, expenses and charges paid,
                advanced or incurred
                by WDP or a Subdistributor, directly or indirectly, in connection
                with the
                distribution, exhibition and exploitation of the Picture, which are
                not
                included in Cost of Production, including any of the
                following:

            


    

     

    
      	
            	
              1.

            	
              Ad
                and Publicity Costs

            


    

     

    Advertising,
      promoting, marketing, exploiting and publicizing
      (collectively "ad" or "advertising") in connection with
      the
      Picture, including the cost of ad space, time, and physical
      material used for ads and commercials; shipping,
      integrating and monitoring of ads and commercials;
      preparation and dissemination of ad material;
      salaries, fees, travel and business  expenses of WDP
      advertising and marketing executives, personalities connected
      to the Picture, and publicists, press representatives
      and field exploitation persons appropriately
      allocated (in WDP's business judgment) to the
      Picture, whether or not incurred by or paid to WDP employees
      or other persons; previews, screenings, premieres,
      film festivals, trade shows and sales events; entertainment
      of press and personalities; research and tests
      of
      ad concepts and effectiveness; press books and kits,
      trailers, stills and other accessories and publicity releases;
      advertising allowances to theatres or other exhibitors
      regardless of how made; commercial tie ups; other
      advertising and publicity costs whether directed to the
      consumer or the exhibitor and institutional costs. 

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              2.

            	
              Conversion

            


    

     

    Conversion
      to U.S. dollars and remittance of Defined Receipts to the U.S., including costs
      and fees of contesting
      the imposition of restrictions. 

     

    
      	
            	
              3.

            	
              Checking

            


    

     

    Checking
      attendance and receipts, and investigating unauthorized use of the Picture,
      whether payable to or incurred by WDP employees or other Persons.

     

    
      	
            	
              4.

            	
              Claims

            


    

     

    All
      expenses, costs and attorneys' fees in connection with
      the
      investigation, assertion, prosecution or defense of claims
      or
      litigation relating to the Picture and the gross amount
      paid for the settlement or satisfaction of any claims,
      judgments or decrees in connection therewith. 

     

    
      	
            	
              5.

            	
              Collections

            


    

     

    Collection
      of Defined Receipts including attorneys' and auditors' fees and costs, and
      liability incurred by WDP in connection therewith. 

     

    
      	
            	
              6.

            	
              Copyright
                and Royalties

            


    

     

    Copyright,
      trademark and patent costs in connection with
      the
      Picture and royalties payable with respect thereto.

     

    
      	
            	
              7.

            	
              Other
                Versions

            


    

     

    Making,
      delivering and using foreign, radio, TV or any other media versions of the
      Picture, or titles thereof, or making changes required by censorship and rating
      considerations.

     

    
      	
            	
              8.

            	
              Residuals

            


    

     

    Payments
      as required by applicable collective bargaining
      agreements by reason of exhibition of thePicture
      or any part thereof in any media. Any such payments
      made to or on behalf of Lender shall be deducted
      against Lender's Contingent Bonus (if any) to the
      extent not prohibited by the applicable collective bargaining
      agreement. Any payments under this Exhibit CB
      made
      to Lender prior to payment of residuals shall constitute
      a credit against such residuals to the extent not prohibited
      by the applicable collective bargaining agreement;
      provided that any such credit, when applicable,
      shall not be taken a second time against Lender.

     

    
      	
            	
              9.

            	
              Insurance

            


    

     

    Insurance
      coverage for any and all risks of loss or liability
      with respect to the Picture and any components thereof.
      WDP may elect in its sole discretion to self-insure
      as
      to any items of risk, and charge an amount equal
      to
      the insurance premium WDP would otherwise have
      paid
      for such insurance.

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              10.

            	
              Trade
                Dues

            


    

     

    The
      allocable portion, as determined in WDP's business
      judgment, of dues, assessments, legal fees and costs             (including
      antitrust and piracy matters), and contributions
      to the MPAA, AMPTP or similarly constituted or substitute Persons throughout
      the
      universe. 

     

    
      	
            	
              11.

            	
              Licenses

            


    

     

    All
      licenses, duties, customs charges, fees or any other amounts to permit
      exploitation of the Picture. 

     

    
      	
            	
              12.

            	
              Prints

            


    

     

    Prints
      of
      the Picture including lab, labor, service and materials,
      titles, discs, dubbing, subtitling, gauge reductions,
      inspection, repair, shipping, storage, delivery and insurance
      thereon.

     

    
      	
            	
              13.

            	
              Taxes

            


    

     

    Taxes
      and
      governmental fees of any nature, including costs of contesting them, and
      interest and penalties thereon
      (other than WDP or Subdistributor corporate income
      taxes), imposed directly or indirectly on the Picture or any part thereof or
      on
      the Defined Receipts or the license, distribution or exhibition of the Picture,
      or collection, conversion or remittance of monies connected therewith.
      Foreign remittance and withholding taxes charged
      to the Picture shall be determined as follows: the then-current effective tax
      rate for a particular country and distribution medium shall be multiplied by
      the
      Defined Receipts from such country and distribution medium. 

     

    
      	
            	
              14.

            	
              Transportation,
                Shipping Packaging, etc.

            


    

     

    Transportation,
      shipping, warehousing, reels and containers, and all other costs of delivering
      the Picture for exhibition. 

     

    
      	
            	
              B.

            	
              All
                discounts, rebates or credits received by WDP specifically relating
                to the
                Picture shall be taken into account in computing Distribution Costs
                hereunder other than those based on: (i) volume or quantity of
                advertising, prints,
                negatives or other materials, or (ii) the manner or time of payment
                of any
                Distribution Cost item.

            


    

     

    
      	
            	
              1.4

            	
              .Other
                Contingent Amounts

            


    

     

    "Other
      Contingent Amounts" means amounts such as deferments, defined receipts,
      contingent bonus (or similar payment), or otherwise, to any Person including
      Lender for rights or services in connection with the Picture,
      excluding: (1) the Contingent Bonus payable to Lender
      or
      retained by WDP hereunder; and (2) contingent bonus payments (or other
      contingent payments) which reduce Lender's Contingent Bonus to the extent
      provided in this Agreement. Other Contingent Amounts will be deducted if, when
      and to the extent that WDP's obligation to pay them accrues, whether or not
      such
      payments have become due or been made and regardless of whether WDP has
      recovered the Cost of Production.

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              1.5.

            	
              Cost
                Of Production

            


    

     

    "Cost
      of
      Production" is the aggregate of all costs, charges,
      claims and expenses paid or incurred by WDP in connection
      with the development, production and delivery of
      the
      Picture and its trailers, including payments required to
      be
      made following production of the Picture, determined in
      the
      customary manner WDP accounts for production costs
      at
      the time the Picture is produced. If WDP's facilities
      are used, a use charge shall be included in the Cost
      of
      Production in accordance with the then-current WDP
      facilities charge schedule. To the extent that WDP employees
      render services in connection with the Picture, employee
      fringe benefit costs for such employees shall not
      exceed the effective fringe benefit rate for Walt Disney Pictures
      and Television employees during the fiscal year  preceding
      the fiscal year in which the services were rendered.
      To the extent that WDP's contractual obligation to
      pay
      Defined Receipts to any Person, including Lender,  for
      rights or services in connection with the Picture accrues
      before any Contingent Proceeds hereunder have been
      derived, such payments of Defined Receipts shall be deemed
      included in the Cost of Production regardless of whether
      the obligation is fixed or dependent upon Defined Receipts.
      An additional amount by which the Cost of Production
      exceeds the approved Picture budget by the lower
      of
      $300,000 or 10% of the budget shall be deemed included
      in Cost of Production, but such excess overbudget
      amount shall not itself bear WDP's funding charge
      set forth as the Third Deduction in Paragraph C. of the
      Contingent Bonus Formula nor the additional 15% charge
      set forth as the Fourth Deduction in Paragraph D. of the Contingent Bonus
      Formula. Excess costs incurred due to force majeure, changes requested or
      approved by WDP as confirmed by a Business Affairs executive of WDP in writing,
      and retroactive increases to scale personnel
      under collective bargaining agreements are excluded from overbudget
      computation.

     

    
      	
            	
              1.6.

            	
              Miscellaneous
                Definitions

            


    

     

    
      	
            	
              A.

            	
              Free
                TV

            


    

     

    "Free
      TV"
      is television exhibition for which no fee or subscription is charged to the
      viewer.

     

    
      	
            	
              B.

            	
              Network

            


    

     

    "Network"
      means ABC, NBC or CBS or any other similar
      affiliated group of Free TV television stations broadcasting
      more than fifteen hours of prime time programming
      per week with eighty percent U.S. clearance.

     

    
      	
            	
              C.

            	
              Includes

            


    

     

    "Includes"                      (and
      equivalents "included" or "including")
      and "such as", are illustrative and not intended to be limiting. 

     

    
      	
            	
              D.

            	
              Person

            


    

     

    Any
      corporation, partnership or other business entity or natural
      person.

     

    
      	
            	
              E.

            	
              WDP

            


    

     

    For
      the
      purposes hereof, "WDP" means Walt Disney
      Pictures and Television and Affiliates engaged in the
      business of theatrical, non-theatrical and television distribution
      of motion pictures. WDP shall not include: any
      theatrical exhibitor, radio or television transmitter or broadcaster;
      any satellite, cable or other pay television operator,
      nor any Person transmitting the Picture to such operators
      or any one else by any method or delivery system;
      any wholesale distributor or retailer of video discs, videocassettes
      or similar devices; any book or music publisher;
      any producer or distributor of audio products; any
      merchandiser; or any other similar Person, whether or not
      any
      of the foregoing excluded Persons are owned in whole or in part, operated or
      controlled by WDP.

     

    
      	
            	
              F.

            	
              Affiliate

            


    

     

    For
      purposes of this Exhibit CB, "Affiliate" shall mean any entity (other than
      Walt
      Disney Pictures and Television)
      that is a subsidiary of The Walt Disney Company
      (i.e., an entity of which The Walt Disney Company
      owns, directly or indirectly through one or more intermediaries, more than
      50%
      of the voting stock) and each
      other entity which, directly or indirectly through one or
      more
      intermediaries, controls, or is controlled by, or is under
      common control with, The Walt Disney Company. For
      purposes of this definition, the terms "control," "controls,"
      and "controlled" mean the power to direct the management
      and policies of such entity, whether through the
      ownership of voting securities, by contract or otherwise.
      

     

    
      	
            	
              G.

            	
              Related
                Party

            


    

     

    For
      purposes of this Exhibit CB, "Related Party" shall mean any entity (other than
      an entity included in the definitions of WDP and Affiliate) which The Walt
      Disney Company owns directly or indirectly through one or more intermediaries,
      more than 10% of the voting stock.

     

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    H.
      Territory

    
      1.  U.S.
        is
        the United States, together with any other countries licensed by or through
        the
        distributing organization(s) servicing the U.S. for WDP.

       

      2.  Canada
        is
        Canada, together with any other countries licensed by or through the
        distributing organization(s) servicing Canada for WDP.

       

      3.  The
        United Kingdom (U.K.) is United Kingdom of Great Britain and Northern Ireland,
        Republic of Ireland, Channel Islands, Isle of Man, Gibraltar,
        Malta.

       

      4.  Foreign
        is all countries (other than U.S., U.K. and Canada) and any other areas in
        the
        universe.

       

      5.  All
        foregoing references to countries include their territories and possessions,
        and
        political subdivisions.

       

      6.  Distribution
        to armed forces shall be included in the particular territories where such
        exhibitions shall occur. Distribution to airlines, ships and other means
        of
        transportation shall be included in the territory of their respective national
        origin.

       

      1
        Agreement

      "Agreement"
        is the agreement to which this exhibit is attached, together with this exhibit,
        and any other attached amendments, exhibits and schedules.

       

      
        	
                 

              	
                2.
                  ACCOUNTING 2.1.
Statements

              


      

      


      WDP
        shall
        give Lender quarterly summary statements relating to the calculation of Lender's
        Contingent Bonus for the first two years after the date established by WDP
        as
        the date of first general release of the Picture in the U.S. (or if there
        is no
        U.S. general release, then upon general release outside the U.S.); semiannually
        for the next two years;and annually

      thereafter
        if any Contingent Bonus is payable to Lender or, if none due, only on Lender's
        written request, provided such request is made not more than once per year.
        Statements shall be issued within 90 days after the end of each accounting
        period and accompanied with payment of any amount shown due Lender.
        Notwithstanding the foregoing, if the Picture has been made available for
        U.S.
        TV syndication and the first statement thereafter issued shows that more
        than
        $500,000 in Defined Receipts would be needed before Lender would be entitled
        to
        receive Contingent Bonus, WDP shall have no further obligation to render
        statements to Lender. If the Picture is generally reissued in the U.S.
        theatrically, then WDP shall resume quarterly statements for one year from
        the
        date of such reissue and thereafter in accordance with the above.

       

      2.2.  incontestability

      Statements
        are subject to correction or amendment by WDP at any time. Each statement
        and
        all matters of accounting and methodology are conclusive and binding on Lender
        24 months after each statement is issued, unless Lender objects in writing
        within that 24

       

      month
        period, specifying in detail the particular items on the statement and the
        nature of the objection(s). If the objections are raised timely, but are
        not
        resolved, Lender may initiate a claim with respect to such objections, provided
        such claim is instituted within 6 months following the date of the initial
        written objection or prior to the expiration of the period of the applicable
        statute of limitations, whichever occurs first. Lender may not institute
        or
        maintain a claim against WDP with respect to any item or transaction on a
        statement, whether in a lawsuit, an arbitration or any other proceeding unless
        Lender has first provided WDP with a timely and detailed written objection
        to
        such item or transaction. WDP must keep books of account for any given
        transaction on a statement for 24 months after the initial reporting of such
        transaction. All time periods referred to in this paragraph commence upon
        issuance of the first statement on which any particular transaction is
        reflected, and the reappearance of a transaction in cumulative statements
        shall
        not cause the running of any time period to toll or recommence.

       

      2.3.
        Books

      The
        items
        reflected in the statements, to the extent they have not become incontestable
        or
        have not been previously examined, may be examined at Lender's expense, once
        in
        each 12 month period (the first of which commences upon issuance of the first
        statement hereunder). Such statements may only be examined by a national
        firm of
        reputable CPA's, the selection of which is subject to WDP's approval not
        to be
        unreasonably withheld.WDP shall make available for examination

      those
        books of account with respect to the distribution of the Picture which WDP
        customarily maintains at its Burbank-area offices. Each examination of any
        statement or statements for a particular accounting period


      must
        be
        concluded within the earlier of six months following commencement or an
        aggregate of 30 examination days. A copy of the report of such examination
        shall
        be delivered by Lender to WDP when it is made available to Lender. Lender
        shall
        have no right to inspect or copy any tax return of WDP or any Subdistributor,
        Affiliate or any Related Party, or require the production of any such tax
        return
        or any information contained therein.

       

      2.4.
        Withholdings

      All
        amounts payable to Lender under this Agreement shall be subject to all present
        and future laws and regulations requiring the reporting, deduction or
        withholding of payments for taxes or otherwise. WDP shall have the right
        to make
        such deductions and withholdings, and the payment or reporting thereof to
        the
        governmental agency concerned in connection with WDP's good faith determination
        of such laws and regulations shall constitute payment hereunder to Lender.
        WDP
        shall not be liable to Lender for the making of such reports, deductions
        and/or
        withholdings or the payment thereof to the governmental agency concerned.
        In any
        such event, Lender shall have the sole responsibility for bringing and
        maintaining any claims against third parties regarding such reporting,
        deductions or withholdings.

       

       

      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

       

      2.5.
        Address

       

      All
        statements shall be deemed issued when mailed to Lender at the address for
        notices under this Agreement.

       

      2.6.
        Reserves

       

      WDP
        shall
        have the right from time to time and in its business judgment to establish
        and
        adjust reserves for any distribution costs, uncollected accounts or other
        items
        which WDP believes in its business judgment will be deductible from or credited
        against Defined Receipts hereunder. WDP agrees to liquidate reserves within an
        appropriate period of time within WDP's business judgment.

      2.7.
        Tax Credits

       

      WDP
        shall
        have the sole right to take whatever credits (including investment tax credits),
        deductions or other benefits that may be available throughout the universe,
        with
        respect to taxes and excises payable in any way in connection with the Picture
        or otherwise, without any accounting, credit or payment obligation to
        Lender.

       

      3.
        ADDITIONAL TERMS

       

      3.1.
        Arbitration

      WDP
        and
        Lender agree that any dispute between them concerning the rights and obligations
        of WDP and Lender under this Exhibit CB, whether sounding in contract or.tort,
        may only be adjudicated in accordance with the following procedure:

      A.
        Either
        (i) WDP and Lender shall mutually select an arbitrator, or (ii) if they cannot
        agree on such arbitrator, WDP and Lender shall each select one arbitrator
        and
        those two arbitrators shall then select a third arbitrator.

      


      B.
        The
        parties shall arbitrate the dispute in accordance with the
        then-prevailingCommercial

      Arbitration
        Rules of the American Arbitration Association (except to the extent expressly
        set forth elsewhere in this Exhibit CB) and judgment on the award rendered
        by
        the arbitrator(s) may be entered in any court having jurisdiction
        thereof.

       

      3.2.
        No Representation

      WDP
        has
        no obligation to distribute the Picture and if it does so, Lender acknowledges
        that WDP has no obligation to maximize Defined Receipts and has not made
        any
        representations with respect to the likelihood or amount of Defined Receipts,
        deferments, Contingent Proceeds or Contingent Bonus, if any, which will or
        may
        be derived from distribution of the Picture.

       

      3.3.
        Control of Exploitation and Marketing

      A.  As
        between WDP and Lender, WDP shall have exclusive and perpetual control of
        the
        distribution, marketing, advertising, publicizing, exploitation, sale or
        other
        disposition of the Picture and may distribute, or withhold or withdraw the
        Picture from distribution at its sole discretion with respect to one or more
        territories or media. WDP may distribute the Picture with other pictures
        whether
        or not WDP has any interest in such other pictures.

      B.  For
        all
        purposes under this Exhibit CB, allocations of Defined Receipts, costs, rights
        and other matters relating to the Picture and other motion pictures shall
        be
        allocated by WDP in its business judgment and in accordance with WDP's
        prevailing business practice.

       

      C.
        With
        respect to trailers and shorts exhibited with the Picture outside of the
        U.S.
        and Canada, Defined Receipts shall be reduced by 3% for trailers and 5% for
        shorts.

       

      D.  As
        between WDP and Lender, WDP owns all rights to the Picture and its Defined
        Receipts and Contingent Proceeds, including the right to encumber, transfer
        or
        dispose of them and Lender shall have no right, title or interest therein.
        Lender acknowledges that its sole right under this Exhibit is a contractual
        right to contingent compensation in the form of, and measured by, the Contingent
        Bonus Formula.

       

      E.  WDP,
        its
        agents and assigns, in its and their business judgment, shall be entitled
        to
        distribute the Picture on a percentage basis or make flat sales, make and
        cancel
        contracts, adjust and settle disputes, and give allowances and rebates to
        distributors, licensees, exhibitors or other Persons whether or not any such
        entity is owned, operated or controlled by WDP, Affiliates or Related
        Parties.

      F.  WDP
        shall
        have complete discretion in determining the extent, if any, to which it will
        audit or check payments or charges to WDP or assert claims with respect
        thereto.

      G.  Lender
        acknowledges that WDP is part of a large, diversified international group
        of
        affiliated companies engaged in a variety of business activities. WDP has
        informed Lender that it frequently enters into business transactions with
        Affiliates and Related Parties, and Lender acknowledges and agrees that WDP
        is
        entitled (but is not obligated) to, and may, in its sole discretion,
        enter into agreements or other arrangements with Affiliates and Related Parties
        in connection with any or all rights relating to the Picture, including,
        without
        limitation, all exploitation rights and all subsidiary, ancillary or other
        rights relating thereto (the "Exploitation Rights"). Lender hereby acknowledges
        and agrees that WDP is under no obligation, express or implied, to offer
        the
        Exploitation Rights or any part thereof to unaffiliated or unrelated third
        parties, whether in lieu of or in addition to offering such rights to Affiliates
        and Related Parties, or to otherwise seek or secure any business arrangements
        with any unaffiliated or unrelated third parties with respect thereto. Without
        limiting the generality of any other provision of the Agreement, Lender hereby
        waives any right to make any claim or seek any relief, whether at law or
        in
        equity (specifically including injunctive relief), asserting the existence
        and/or breach of any such express or implied obligation.

       

      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      

      In
        addition, Lender acknowledges and agrees that any agreement or other arrangement
        by WDP with an Affiliate or Related Party regarding the Exploitation Rights
        shall be conclusively presumed to be fair, reasonable and unobjectionable
        unless
        Lender shall establish that such agreement or other arrangement is on financial
        terms which, taken as a whole, are materially less favorable economically
        to WDP
        than the terms of Similar Transactions generally entered into by WDP with
        unaffiliated or unrelated third parties; or if there are no such unaffiliated
        or
        unrelated Similar Transactions, then by WDP with Affiliates or Related Parties
        (as applicable); or if there are no such Similar Transactions with Affiliates
        or
        Related Parties, then by Affiliates with any other Affiliate or Related Party
        (any such materially less favorable

      agreement
        or arrangement being hereinafter referred to as a "Less Favorable Arrangement").
        For purposes hereof, the term "Similar Transactions" shall mean agreements
        or
        other arrangements relating to motion pictures similar to the Picture (including
        WDP or non-WDP Pictures) which involve rights which are comparable to the
        Exploitation Rights or any relevant partthereof. WDP and Lender agree that
        in
        any arbitration between them under Paragraph 3.1 above, concerning whether
        WDP
        has entered
        into a Less Favorable Arrangement, the arbitrator(s) shall select an independent
        national accounting firm with entertainment accounting expertise who shall
        be
        present with the arbitrator(s) during the arbitration proceedings, and, on
        the
        basis of the evidence presented (including any expert testimony presented
        by the
        parties and admitted into evidence), shall provide a written report to the
        arbitrator(s) solely on the issue of whether there was a Less Favorable
        Transaction; and the above referenced records and report shall be kept in
        strictest confidence by the accounting firm and disclosed only to the
        arbitrator(s) who shall have authority, subject to a protective order
        maintaining the confidentiality of the information to the fullest extent
        permitted by law, to disclose to the parties only those relevant portions
        of the
        report indispensable to the adjudication of the issue. If pursuant to Paragraph
        3.1above, the arbitrator(s) conclude(s)
        that WDP has entered into a Less Favorable Arrangement with an Affiliate
        or
        Related Party, Lender's sole and exclusive remedy shall be the right to receive
        an adjustment on the next accounting statement when due, including any
        additional payments that may be required, pursuant
        to Paragraph 2.1 hereof, modified to the extent required to render such Less
        Favorable Arrangement not a Less Favorable Arrangement.

       

      3.4.
        Sales of All Rights

      A.
        If
        after completion and delivery of the Picture to WDP, WDP sells all its right,
        title and interest in the Picture (other than to an Affiliate or through
        merger
        or consolidation), Lender may elect that:

      1.  The
        net
        sum received by WDP shall constitute Defined Receipts hereunder but further
        income of purchaser in connection with the Picture shall not be included
        in
        Defined Receipts, or,

      2.  The
        net
        sum received by WDP shall not be included in Defined Receipts and all receipts
        and expenses (other than the purchase price paid to WDP) of the purchaser
        relating to the Picture shall be treated for purposes of accounting to Lender,
        as though they were receipts and expenses of WDP, provided that upon assumption
        by purchaser of such obligation, the sale shall be considered a novation
        and WDP
        shall thereafter have no obligation of any kind to Lender.

      B.
        Lender's election shall be made within 7 days after WDP notifies Lender in
        writing that it proposes to make such sale and identifies the purchaser and
        purchase price. If WDP does not receive written notice of Lender's election
        within 7 days after issuance of WDP's notice, then WDP shall have the right,
        but
        not the obligation, to make such election on Lender's behalf.

      3.5.
        Assignment by Lender

       

      A.  Lender
        may assign Lender's right to receive its Contingent Bonus hereunder in whole
        or
        in part, at any time after the release of the Picture, subject to WDP's approval
        not to be unreasonably withheld and provided that such assignment does not
        subject WDP to any additional liability in connection with the assignment.
        However, in no event shall WDP be obligated to account to more than one Person.
        In any event, WDP's obligation to pay in accordance with any assignment,
        or
        designation of a disbursing agent, shall be conditioned on WDP's receipt
        of
        written notice thereof, in form satisfactory to WDP, and WDP's payment in
        accordance therewith shall satisfy WDP's payment obligations to Lender
        hereunder. Lender's right to examine WDP's books of account shall not be
        assignable without WDP's prior written consent and in any event shall be
        limited
        to one Person.

       

      B.  WDP
        shall
        have the right of first refusal with respect to any proposed assignment of
        Lender's right to receive Contingent Bonus hereunder upon equivalent terms
        (to
        the extent economically matchable) offered to Lender by a bona fide third
        party.
        Lender shall notify WDP of the terms of any such proposed assignment and
        WDP
        shall have 7 business days within which to elect to accept such terms. Lender
        shall make no change in such terms which are adverse to Lender's interest
        without giving WDP the opportunity to accept such changed terms. If WDP does
        not
        elect to accept such terms, then Lender shall be free to accept the proposed
        terms of assignment from such bona fide third party provided that if such
        proposed assignment
        is not concluded within 30 days following the expiration of the 7 business
        day
        period referred to above, WDP's right of first refusal under this Paragraph
        3.5.B shall revive and shall apply to each subsequent offer received by Lender.
        This Paragraph 3.5.B shall not apply to family gifts.

       

      3.6.
        General Terms

       

      A.  This
        Agreement is not for the benefit of any third party and shall not create
        a
        partnership, joint venture, agency, trust or fiduciary obligation between
        WDP
        and Lender or make Lender WDP's agent or create a relationship between WDP
        and
        Lender other than creditordebtor to the extent amounts are due
        hereunder.

       

      B.  WDP
        may,
        in its business judgment, commingle Contingent Proceeds or Defined Receipts
        with
        any other funds.

       

      C.  Nothing
        in this Exhibit CB or the Agreement shall give Lender the right to a lien
        on the
        Picture, the Contingent Proceeds or Defined Receipts.

       

      D.  Lender
        shall not be entitled to interest or any other gain which may accrue as a
        result
        of WDP's obligation to pay Lender's Contingent Bonus (or part thereof) even
        in
        the event of a dispute between Lender and WDP concerning the interpretation
        of
        this Exhibit CB, non-payment hereunder or otherwise.

       

      E.  Headings
        are for convenience only and are of no effect in construing the contents
        of this
        Agreement.

       

      F.  Lender
        waives any right at law or equity to revoke, terminate, diminish or enjoin
        any
        rights granted or acquired by W.DP hereunder by reason of a claimed nonpayment
        of monies allegedly due and payable hereunder, it being agreed that Lender's
        sole remedy for any such alleged non-payment shall be limited to a claim
        for any
        such money that is due and payable hereunder.

       

       

      END
        OF EXHIBIT CB

       

       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      

       

      


       

      MUSIC
        PUBLISHING

       

      
        	
                1.  

              	
                A
                  royalty equal to fifteen percent (15%) of Music Publishing Contingent
                  Proceeds ("MPCP") received by WDP from the exploitation of music
                  publishing rights (i.e., mechanical reproduction, public performance,
                  sheet music/folios and synchronization) to the original music and/or
                  lyrics written specifically for and synchronized in the Picture
                  as
                  generally released (the "Music") shall be included in Defined
                  Receipts.

              


      

       

      
        	
                2.  

              	
                Music
                  Publishing Defined Receipts ("MPDR") shall mean all monies actually
                  received by WDP with respect to the Music excluding any advance,
                  guarantee
                  or minimum royalty payment received by WDP in connection with any
                  subpublishing, collection, licensing or other agreement, unless
                  such
                  payment is specifically attributable to the
                  Music.

              


      

       

      3.
        MPCP
        shall mean MPDR less the following:

       

      
        	
                (a)  

              	
                Royalties
                  or other monies payable by WDP to the composer(s) and/or lyricist(s)
                  of
                  the Music.

              


      

       

      
        	
                (b)  

              	
                All
                  additional shares of MPDR payable by WDP to such composer(s), lyricist(s)
                  and/or any other third party co-publishers, administrators or other
                  participants.

              


      

       

      
        	
                (c)  

              	
                Collection
                  or other fees customarily and actually charged by The Harry Fox
                  Agency,
                  Inc., or any other collection agent. used by
                  WDP.

              


      

       

      
        	
                (d)  

              	
                Copyright
                  registration fees and the costs of transcribing lead
                  sheets.

              


      

       

      
        	
                (e)

              	
                All
                  other administration and exploitation expenses incurred with respect
                  to
                  the Music including,

              


      

       

      
        	
                 

              	
                without
                  limitation, the costs of producing demonstration records, advertising
                  and
                  promotion expenses, costs or amounts payable to third-party publishers,
                  co-publishers, administrators, publishing participants, subpublishers,
                  licensees, trustees or collection agents, attorneys' and accountants'
                  fees
                  directly related to the Music, and damages and expenses incurred
                  by reason
                  of infringement claims, but excluding rents, overhead, salaries
                  and other
                  similar general expenses.

              


      

       

      
        	
                 

              	
                4.
                  If Lender is entitled to receive a direct royalty or other type
                  of payment
                  with respect to the Music, then no portion of MPCP will be included
                  in
                  Defined Receipts.

              


      

       

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

       

      WALT
        DISNEY PICTURES

       

      MUSIC
        PUBLISHING

       

      SCHEDULE
        "A" TO EXHIBIT CB

      


       

      
        	
                1.

              	
                SOUNDTRACK
                  RECORDS: In the event WDP receives any royalties in respect of the
                  soundtrack

              


      

       

      album(s)
        ("Album") and/or other "phonorecords" (as that term is defined in the U.S.
        Copyright Act of 1976, 17

      U.S.C.
        Sections101, et. seq.) derived from the soundtrack of the Picture ("Soundtrack
        Records"), then WDP

      agrees
        that such royalties will be computed as follows for inclusion in Defined
        Receipts:

       

      1.1
        If an
        Affiliate distributes Soundtrack Records, then the royalty included in Defined
        Receipts shall equal 2'/4 % ("Royalty Rate") of the suggested retail list
        price
        (or the equivalent wholesale royalty) for net sales of the Album through
        normal
        retail channels in the United States ("USNRC Sales"). The Royalty Rate shall
        be
        otherwise defined, computed, reduced and accounted for on the same basis
        that
        the Affiliate customarily accounts to third party recipients including, without
        limitation, in respect of foreign sales, configurations variations, taxes,
        flat
        fee licensing, coupling, singles, free goods, packaging deductions, royalty
        base
        and all other reductions and deductions. Royalties hereunder shall only be
        included in Defined Receipts prospectively after the recoupment from the
        aggregate royalty payable (or accrued against advances or other charges)
        by WDP
        in respect of Soundtrack Records (including royalties payable to artists,
        producers, record companies, film personnel, music supervisors, musicians
        and
        the royalty payable pursuant to this Schedule B) of the following: (i) all
        recording costs of the master recordings embodied in Soundtrack Records;
        (ii)
        any re-recording costs of master recordings which are re-recorded for Soundtrack
        Records; and (iii) all costs of converting the master recordings in the Picture
        from motion picture recordings to phonograph record use (including, re-recording
        costs, reuse fees, editing, sweetening, etc.).

       

      1.2
        In
        the event that WDP receives its royalties from the exploitation of Soundtrack
        Records by a third party distributor, then the royalty to be included in
        Defined
        Receipts shall be the "Soundtrack Contingent Proceeds" (as defined
        below).

       

      1.3.
        "Soundtrack Contingent Proceeds" shall mean all revenues received by WDP
        from
        the exploitation of Soundtrack Records, if any, as set forth in the applicable
        Soundtrack Records agreement after deduction of the following costs and third
        party royalties:

       

      (a)  A
        sum
        equivalent to the actual dollar amount (including any fixed cash amounts,
        advances-and/or royalties) actually paid to all third party performers and/or
        participants with respect to the music/soundtrack contained in Soundtrack
        Records and/or the Picture, including without limitation, cash payments and/or
        royalties payable to artists, producers, record companies, film personnel,
        music
        supervisors and musicians.

       

      (b)  A
        sum
        equivalent to all artwork costs for Soundtrack Records to the extent such
        artwork costs are paid by or charged to WDP, remixing and remastering costs,
        re-recording costs, reuse fees, license fees and similar costs attributable
        to
        the recording/production and/or licensing of the master recordings embodied
        on
        Soundtrack Records, except to the extent such costs are included in the negative
        cost of the Picture and to the extent such Soundtrack Records costs and fees
        have actually been incurred directly or indirectly by WDP.

       

      (c)  Any
        legal
        fees or related expenses incurred by WDP for outside legal counsel engaged
        at
        WDP's election to: document and/or negotiate the applicable Soundtrack Records
        agreement; in protecting or defending WDP's rights, privileges and benefits
        with
        respect to Soundtrack Records and/or any master recordings recorded/acquired
        for
        the Picture and/or Soundtrack Records; and/or in connection with any dispute
        involving any release/distribution agreement pertaining to Soundtrack
        Records.

       

      (d)  In
        the
        event the Soundtrack Records distributor pays WDP any nonreturnable advance
        against royalties, a reasonable reserve shall be applied towards (i) third
        party
        payments payable prior to the Soundtrack Record distributor's recoupment
        of such
        advance at the "net" artist rate; and (ii) unrecouped costs

      incurred
        by WDP in respect of any Soundtrack Records and/or in excess of the budgeted
        cost of the music for the Picture.

       

      1.4.
        Notwithstanding the foregoing, no royalties shall be included hereunder for
        any
        so-called "storyteller" or "read-along" phonorecords or for any phonorecords
        embodied in other merchandise or for any audiovisual devices now known or
        hereafter devised.

       

      1.5.            If
        Lender is entitled to receive a direct royalty or other type of payment with
        respect to

       

      Soundtrack
        Records, then no royalties from Soundtrack Records will be included in Defined
        Receipts.

       

      2.
        MERCHANDISING/PUBLISHING. With respect to items of merchandising
        (including interactive games and other products and services) and book
        publication (including children's storytelling recordings, as distinguished
        from
        soundtrack records, but excluding souvenir programs and similar publications)
        based on the Picture, then:

       

      2.1
        For
        items sold by a licensee of WDP, the royalties WDP receives from such licensee
        shall be included in Defined Receipts of the Picture after first deducting
        (i) a
        percentage deduction of: fifty percent (50%), inclusive of subdistributor
        fees,
        for items sold in the U.S.; sixty-five percent (65%), inclusive of
        subdistributor fees, for items sold outside the U.S.; and fifteen percent
        (15%)
        plus any subdistributor's fees for any book novel; and (ii) out-of-pocket
        costs
        and royalties to third parties; or

       

      2.2
        For
        items are sold by WDP at the wholesale or retail level, at WDP's discretion,
        either: (i) an amount equal to seven (7%) of the wholesale price of such
        items
        sold by WDP at the wholesale level (less a reasonable allowance for returns);
        or
        (ii) an amount equal to seven percent (7%) of fifty percent (50%) of the
        gross
        retail revenues of such items sold by WDP at the retail level (less a reasonable
        allowance for returns) shall be included in Defined Receipts of the Picture
        after first deducting (a) a percentage deduction of fifty percent (50%) for
        items sold in the U.S.; sixty-five percent (65%) for items sold outside the
        U.S.; and fifteen percent (15%) with respect to any book novel; and (b) out-of
        pocket costs and royalties to third parties.

       

      2.3In
        no
        event shall any items of merchandise be treated as falling under both provisions
        2.1 or 2.2

      above.

       

      2.4
        If
        Lender is entitled to receive a direct royalty or other type of payment with
        respect to the exercise of merchandising and book publication rights, then
        no
        royalties therefrom will be included in Defined Receipts.

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      

      WALT
        DISNEY PICTURES

       

      SOUNDTRACK
        RECORDS/MERCHANDISING/PUBLISHING

       

      SCHEDULE
        "B" TO EXHIBIT CB

      RIDER
        TO
        EXHIBIT "CB"

       

      This
        Rider is attached to and made a part of Exhibit "CB" which is attached to
        the
        agreement ("Agreement") dated as of December 11, 2003 between WALT DISNEY
        PICTURES ("WDP") and PLATINUM STUDIOS LLC ("Owner") relating to the Picture
        identified therein.

       

      1.  With
        respect to Paragraph A of the Contingent Bonus Formula (FIRST DEDUCTION),
        the
        following shall be added thereto as the last sentence thereof: "As to any
        medium
        or means of exploitation not currently in general use, the applicable Percentage
        Deduction applied shall be consistent with that customarily applied by WDP
        in
        general with respect to such respective medium and/or means of
        exploitation."

       

      2.  With
        respect to Paragraph B. of the Contingent Bonus Formula (SECOND DEDUCTION),
        the
        following new sentences shall be added at the end thereof: "There shall be
        included in such 10% charge (and not separately deducted) the salaries and
        fees
        of any such advertising or marketing executives of WDP, but this is not to
        be
        construed as including other salaries or fees in said 10% charge, such as
        salaries of the publicist in charge of publicity for the Picture, and of
        regular
        employees of WDP rendering services in connection with field exploitation
        and
        salaries and fees of special publicists and advertising personnel. Also included
        in said 10% charge (and not separately deducted) are costs of utilities,
        local
        telephone, office copying, duplicating machines and other institutional costs
        at
        the office of WDP's theatrical film distributors."

       

      3.  With
        respect to Paragraph 1.1 .A.2. (DEFINITIONS, DEFINED RECEIPTS), Subdistributors
        hereunder shall be deemed to include WDP sales agents (if any).

       

      4.  With
        respect to Paragraph 1.1.A.5. (DEFINITIONS, DEFINED RECEIPTS), the words
        "excluding costs of WDP in-house counsel in connection with such copyright
        infringement claims" shall be inserted immediately after the word "costs"
        but
        within the parenthetical; and the words "unfair competition, trademark, and/or
        patent infringement and/or defamation claims" shall be inserted immediately
        after the word "infringers."

       

      5.  With
        respect to Paragraph 1.1 .A.8. (DEFINITIONS, DEFINED RECEIPTS), the words
        "and
        other receipts" shall be inserted immediately after the word "Royalties"
        in the
        first line.

       

      6.  With
        respect to Paragraph 1.1 .A. (DEFINITIONS, DEFINED RECEIPTS), the following
        are
        added as new Paragraphs 9. and 10. thereof: "9. Receipts from the distribution
        of trailers for the Picture; and 10. Receipts allocable to the Picture as
        received from the Copyright Tribunal, payable pursuant to Section III of
        the
        1976 U.S. Copyright Act. There will be no Percentage Deduction applied to
        the
        receipts under this subparagraph 10."

       

      7.  With
        respect to Paragraph 1.1.B.3. (DEFINITIONS, DEFINED RECEIPTS EXCLUSIONS),
        after
        the word "WDP" in the seventh line, the words "for any purpose" shall be
        inserted; and the following shall be added at the end of the Paragraph, "or
        unless freely remittable to the U.S. in U.S. dollars. There shall be no
        unreasonable delay with respect to the conversion and remittance of foreign
        receipts hereunder."

       

      8.  With
        respect to Paragraph 1.1.B.5. (DEFINITIONS, DEFINED RECEIPTS EXCLUSIONS),
        the
        words "any charitable screening" shall be inserted immediately after the
        word
        "from" in the first line.

      9.  With
        respect to Paragraph 1.1.B.7. (DEFINITIONS, DEFINED RECEIPTS EXCLUSIONS),
        the
        words "or such other major items" shall be inserted immediately after the
        word
        "cars" in the fifth line.

       

      10.  With
        respect to Paragraph 1.3.A. (DEFINITIONS, DISTRIBUTION COSTS), the following
        is
        inserted immediately after the word "Subdistributor" in the third line: "solely
        to the extent WDP bears or otherwise accepts such Subdistributors costs and/or
        expenses."

       

      11.  With
        respect to Paragraph 1.3.A.1. (DEFINITIONS, DISTRIBUTION COSTS, AD AND PUBLICITY
        COSTS), the words "and reasonably," shall be inserted immediately after the
        word
        "appropriately" in the eleventh line.

       

      12.  With
        respect to Paragraph 1.3.A.1. (DEFINITIONS, DISTRIBUTION COSTS, AD AND PUBLICITY
        COSTS), the words "related to the Picture" shall be inserted immediately
        after
        the word "costs" in the twentieth line.

       

      13.  With
        respect to Paragraph 1.3.A.3 (DEFINITIONS, DISTRIBUTION COSTS, CHECKING),
        the
        following shall be added thereto: "provided such checking costs shall not
        exceed
        one percent (I%) of the worldwide Defined Receipts of the Picture."

       

      14.  With
        respect to Paragraph 1 .3.A.4. (DEFINITIONS, DISTRIBUTION COSTS, CLAIMS),
        the
        word "reasonable shall be inserted immediately after the word "and" in the
        first
        line.

       

      15.  With
        respect to Paragraph 1 .3,A.4. (DEFINITIONS, DISTRIBUTION COSTS, CLAIMS),
        the
        following shall be added thereto: "Any and all amounts deducted pursuant
        to this
        Paragraph 1 .3.A.4. must be reasonably allocated to the Picture. Additionally,
        there shall be no deduction for costs respecting any defense, settlement
        or
        judgment of anti-trust claims and no deduction for attorney fees with respect
        to
        any litigation matter between WDP and Owner that results in a final judgment
        on
        the merits in Owner's favor."

       

      16.  With
        respect to Paragraph 1 .3.A.5. (DEFINITIONS, DISTRIBUTION COSTS, COLLECTIONS),
        the word "outside" shall be inserted immediately after the word "including"
        in
        the first line and also immediately after the word "and" in the second
        line.

       

      17.  With
        respect to Paragraph 1 .3.A.5. (DEFINITIONS, DISTRIBUTION COSTS, COLLECTIONS),
        the following shall be added as the last sentence thereof: "The foregoing
        charges shall not be deemed to limit WDP's right to charge in-house legal
        production services as a Cost of Production."

       

      18.  With
        respect to Paragraph 1 .3.A.9. (DEFINITIONS, DISTRIBUTION COSTS, INSURANCE),
        the
        following sentence is added at the end thereof: "Any net insurance recovery
        for
        an item included in the Cost of Production, or as an item of Distribution
        Costs
        (as applicable) shall be applied to reduce the Cost of Production under
        Paragraph 1.5. or the Distribution Costs under Paragraph 1.3., as applicable.
        In
        the event WDP elects to self-insure and charges a premium as part of the
        Cost of
        Production, then upon the occurrence of an insurable event, WDP shall within
        a
        reasonable time reduce the Cost of Production of the Picture by an amount
        equal
        to an amount an insurance company charging a like premium would have paid
        to WDP
        with respect to such insurable event."

       

      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      

      19.           With
        respect to Paragraph 1.3.A.9. (DEFINITIONS, DISTRIBUTION COSTS,

       

      INSURANCE),
        the following is added at the end thereof: "WDP agrees not to deduct as a
        distribution cost any reserve against a loss for which WDP has elected to
        self
        insure and has charged a self insurance premium equivalent as a distribution
        cost hereunder."

      20.  With
        respect to Paragraph 1.3.A. 10.
        (DEFINITIONS, DISTRIBUTION COSTS, TRADE DUES), the following sentence is
        added to the end of this paragraph: "Notwithstanding the foregoing, Defined
        Receipts shall not be reduced by more than: (1) $250,000 in the aggregate
        for
        domestic trade association fees payable by WDP to the M.P.A.A., A.M.P.T.P.
        and/or any similarly constituted or substitute person or successor organization
        to which WDP may now or hereafter belong on account of receipts or proceeds
        from
        the distribution of the Picture; and (2) $250,000 in the aggregate for foreign
        trade association fees payable by WDP to the M.P.E.A. and/or any successor
        organization to which WDP may now or hereafter belong on account of receipts
        or
        proceeds from the distribution of the Picture."

       

      21.  With
        respect to Paragraph 1.3.A.12. (DEFINITIONS, DISTRIBUTION COSTS, PRINTS),
        the
        following shall be added as the last sentences thereof: "Such costs shall
        not
        include the costs for the mastering, artwork or duplication of Video Devices
        of
        the Picture for commercial distribution. Also, the allocable and proportional
        share of any lab rebates for print costs (to the extent related to the Picture)
        shall be credited to lab print costs for the Picture, but Owner shall have
        no
        audit rights with respect to any such rebates."

       

      22.  With
        respect to Paragraph 1.3.A.13. (DEFINITIONS, DISTRIBUTION COSTS, TAXES),
        (a) the
        words "(appropriately allocated)" shall be inserted immediately after the
        word
        "nature" in the first line; and (b) the following shall be added as the last
        sentences thereof: "In the event of any tax refunds and/or in the event of
        any
        interest adjustment, Distribution Costs shall be credited (without any
        Percentage Deduction taken) with respect thereto. The words 'corporate income
        taxes' appearing herein shall mean taxes based on net income, so-called excess
        profits, and to the extent such are in the nature of taxes based on net income
        or so-called excess profit taxes -- franchise and corporation income taxes.
        Also
        to the extent any such taxes paid by WDP are deducted and subsequently refunded,
        an appropriate retroactive adjustment in Distribution Costs shall be
        made."

       

      23.  With
        respect to Paragraph 1.4 (DEFINITIONS, OTHER CONTINGENT AMOUNTS), the words
        "a
        financier which only provides financing for the Picture and does not provide
        producing or other services (e.g., Silver Screen Partners or other similar
        financiers) or" shall be inserted immediately prior to the word "Owner" in
        the
        sixth line.

       

      24.  With
        respect to Paragraph 1.4. (DEFINITIONS, OTHER CONTINGENT AMOUNTS), the following
        shall be added thereto as the last sentence: "Notwithstanding anything to
        the
        contrary hereinabove, Contingent Proceeds participations to others shall
        not be
        deducted in computing Owner's Contingent Bonus; provided, however, the foregoing
        shall not be deemed a limitation of WDP's right to reduce Owner (if Owner's
        Contingent Bonus is reducible), it being further provided that if Owner's
        Contingent Bonus is reducible by third party participations under the Agreement
        to which this Exhibit is attached, such third party participations which
        are
        used to reduce Owner's Contingent Bonus shall not also be deductible hereunder
        (i.e. no double reduction/deduction).

       

      25.  With
        respect to Paragraph 1.5.
        (DEFINITIONS, COST OF PRODUCTION), the words "(but not contingent bonuses
        or contingent proceeds deferments)" shall be inserted immediately after the
        word
        "Receipts" in the seventeenth line.

       

      26.  With
        respect to Paragraph 1.5.
        (DEFINITIONS, COST OF PRODUCTION), the following is added thereto: "No
        item of cost of production will be again charged as a distribution cost,
        or vice
        versa."

       

      27.  With
        respect to Paragraph 1.5.
        (DEFINITIONS, COST OF PRODUCTION), the figure of "$300,000" in the
        twenty-fifth line thereof is deleted therefrom and the figure "$400,000"
        is
        substituted therefore. and the following words shall be added after the
        word

      "writing"
        in the thirty-fourth line thereof: "and losses to WDPc reimbursed by net
        insurance recoveries."

       

      28.  With
        respect to Paragraph 1 .6.H. 1. (DEFINITIONS, MISCELLANEOUS DEFINITIONS,
        TERRITORY), the following words shall be added thereto: "and all transportation
        companies, armed services or institutions flying the flag of the
        U.S."

       

      29.  With
        respect to Paragraph 1 .6.H.6. (DEFINITIONS, MISCELLANEOUS DEFINITIONS,
        TERRITORY), the words "such exhibitions shall occur" in the second and third
        lines shall be deleted and the words "agreements relating to such exhibition
        are
        entered into" shall be inserted in place thereof.

       

      30.  With
        respect to Paragraph 2.1. (ACCOUNTING, STATEMENTS), (a) solely in the event
        Owner is receiving Contingent Bonus payments hereunder within the first two
        years, then (i) the word "three" shall replace the word "two" in the third
        line;
        (ii) the word "year" shall be inserted immediately after the word "next"
        in the
        seventh line; (iii) the words "two years" shall be deleted therefrom; and
        (iv)
        and (b) "$500,000" shall be changed to "$750,000" in the sixteenth
        line.

       

      31.  With
        respect to Paragraph 2.1. (ACCOUNTING, STATEMENTS), the following is added
        immediately before the last sentence thereof: "but the foregoing shall not
        limit
        Owner's right to request a statement as provided in the first sentence of
        this
        paragraph 2.1." And the following is added to the last sentence thereof:
        "and if
        the Picture is broadcast on prime time network television in the U.S. or
        exhibited on a premium pay TV service or The Disney Channel or similar pay
        cable
        stations in the first free TV window, in the U.S., WDP shall account therefor
        by
        issuing a quarterly statement for one year starting on the accounting period
        within which the Picture has been so exhibited, accompanied by payment of
        the
        amount, if any, shown thereby to be due Owner."

       

      32.  With
        respect to Paragraph 2.2. (ACCOUNTING, INCONTESTABILITY), the number "36"
        shall
        be substituted for the numeral "24" in each place therein; the word "issued"
        shall be deleted from the fifth line thereof and the word "received" substituted
        therefor; and the numeral "12" shall be substituted for the numeral "6" in
        the
        tenth line thereof.

       

      33.  With
        respect to Paragraph 2.2. (ACCOUNTING, INCONTESTABILITY), the following shall
        be
        inserted immediately after the word "objection" in the eleventh line: "or
        if
        commenced in 6 months after completion of audit, if such audit is commenced
        prior to, but completed on a timely basis after said 36-month
        period."

       

      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      

      34.  With
        respect to Paragraph 2.2. (ACCOUNTING, INCONTESTABILITY) the following sentence
        shall be inserted immediately after the sentence ending with the word "first"
        in
        the thirteenth line: "The foregoing period within which Owner may raise
        objections shall recommence, but only with respect to certain transactions
        or
        items included in previous statements that have been thereafter revised and/or
        corrected."

       

      35.  With
        respect to Paragraph 2.3. (ACCOUNTING, BOOKS), the word "national" is deleted
        from the seventh line.

       

      36.            With
        respect to Paragraph 2.3. (ACCOUNTING, BOOKS), the word "issuance"
        is

       

      deleted
        from the fifth line and the word "delivery" is substituted therefor, and
        the
        following sentence shall be inserted immediately after the word "withheld"
        in
        the ninth line: "The big five' accounting firms excluding Price Waterhouse
        Coopers are pre-approved by WDP subject to any conflict of interest that
        may
        exist or arise. Laventhol & Horwath or any successor-in-interest or any of
        its present or former principals or employees shall be deemed not approved
        by
        WDP so

      long
        as
        they are representing Silver Screen Partners as auditors and/or if they
        previously represented Silver Screen as auditors on any WDP picture. In
        addition, any auditor(s) that represents Touchwood Pacific Partners I and/or
        Interscope Communications Inc./Nomura,

      Babcock
        and Brown Unit One Film Partners and/or any other financier of the Picture
        and/or any other WDP picture shall be deemed not approved by WDP."

       

      37.  With
        respect to Paragraph 2.4. (ACCOUNTING, WITHHOLDINGS), the following shall
        be
        added at the end thereof: "Any moneys so recovered by Owner resulting from
        such
        claims or prosecutions shall be retained by Owner unless WDP has a prior
        existing claim or lien, provided however that nothing herein shall be deemed
        a
        waiver of either party's rights or remedies in law or equity.

       

      38.  With
        respect to Paragraph 2.6. (ACCOUNTING, RESERVES), the following shall be
        added
        thereto: "In any event, WDP shall liquidate any such reserves within 12 months
        after establishing the same unless there is any claim and/or litigation pending,
        in which case WDP may continue to maintain such reserves".

       

      39.  With
        respect to Paragraph 3.3.A. (MISCELLANEOUS, CONTROL OF EXPLOITATIONAND
        MARKETING) the following shall be added after the word "Owner" in the first
        line: "subject to Owner's consultation rights, if any, in connection therewith
        as more fully set forth in this Agreement,"

       

      40.  With
        respect to Paragraph 3.3.A. (MISCELLANEOUS, CONTROL OF EXPLOITATION AND
        MARKETING), the following shall be added following the last sentence thereof:
        "subject to, and except as provided to the contrary in the Agreement to which
        this Rider is attached. Notwithstanding the foregoing, there shall be no
        sub-distribution of the Picture in the U.S. or Canada unless WDP customarily
        uses sub-distributors for distribution in the U.S. and/or Canada and at that
        time with respect to substantially all other motion pictures during the same
        calendar year."

       

      41.  With
        respect to Paragraph 3.3.B. (ADDITIONAL TERMS, CONTROL OF EXPLOITATION AND
        MARKETING), the words "good faith" shall be inserted immediately after the
        word
        "business" in the fourth line.

       

      42.  With
        respect to Paragraph 3.3.C. (ADDITIONAL TERMS, CONTROL OF EXPLOITATION AND
        MARKETING), the words "trailers and" are deleted from the first line, and
        the
        words "for trailers and 5% " are deleted from the third line
        thereof.

       

      43.  With
        respect to Paragraph 3.4.A.1. (ADDITIONAL TERMS, SALES OF ALL RIGHTS), the
        word
        "sum" in the first line shall be changed to "sum(s)."

       

      44.  With
        respect to Paragraph 3.4.A.2. (ADDITIONAL TERMS, SALES OF ALL RIGHTS), the
        following shall be inserted immediately after the word "assumption" in the
        eighth line: "in writing and subject to full performance."

       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      

      45.  With
        respect to Paragraph 3.4.B. (ADDITIONAL TERMS, SALES OF ALL RIGHTS), the
        words
        "14 business days" shall be substituted for the words "7 days" in the each
        place
        therein. In addition, the words "and other material terms" shall be inserted
        immediately after the word "price" in the fourth line.

       

      46.  With
        respect to Paragraph 3.5.A (MISCELLANEOUS, ASSIGNMENT BY OWNER), the words
        "completion of services" shall be inserted immediately after the word "after"
        in
        the third line; and the words "the release of the Picture" in the third line
        shall be deleted.

      47.  With
        respect to Paragraph 3.5.A. (ADDITIONAL TERMS, ASSIGNMENT BY OWNER), the
        following shall be added after the word "Picture" in the third line: "or
        to
        Artist's loan-out company or other closely held corporation and vice-versa;
        provided that, and subject to,all parties signing WDP's customary (i) Notice
        of
        Irrevocable Authority and (ii) Acknowledgment of Notice of Irrevocable
        Authority."

       

      48.  With
        respect to Paragraph 3.5.B. (ADDITIONAL TERMS, ASSIGNMENT BY OWNER), the
        word
        "material" shall be inserted before the word "change" in the eighth line
        thereof, and the following words shall be added to the last sentence thereof:
        "or a transfer to any corporation or entity wholly owned or controlled by
        Owner."

       

       

      
        
          
          

        

        
          82