ex103.htm


    Exhibit
      10.3

    
 

    Ingram
      Periodicals Inc.

    Publisher
      Distribution Agreement

     

     

    
      	
              Publisher:Platinum
                Studios Inc.

            	
               

            


    

     

    
      	
              Address

            	
              11400
                W Olympic Blvd 14th Floor

            


    

    
      	
               

            	
              Los
                Angeles, CA 90064

            


    

     

    
      	
              Title(s): KISS
                4K

            	
               

            


    

     

    Ingram
      Periodicals Inc. (IPI) and Platinum Studios inc. (Publisher) hereby agree to
      the
      following:

     

    IPI
      shall
      have the distribution rights to KISS 4K of Publisher's titles, to service any
      Barnes & Noble, Inc., Gander Mountain, Hastings, Jo-Ann's, or any Canadian
      or U.S. account who wishes to order above title(s) through IPI.Publisher shall
      provide IPI with written notification of any new or acquired title and IPI
      will
      have ten
      (10)
      business days to notify Publisher in writing whether or not IPI will distribute
      the title.

     

    TERMS
      OF
      PURCHASE:

     

    
      	
              Discount:

            	
              A
                fifty five percent (55%) discount from the United States cover price
                for
                product distributed to all locations except Canada. For product
                distributed into Canada, the Canadian cover price will be converted
                to
                U.S. dollars, and a discount of fifty five percent (55%) will be
                applied.
                Purchases for Canadian distribution will be converted to U.S. dollars
                at
                the exchange rate in effect on the first business day of the month
                and
                that rate will apply for the full transaction term for each
                issue.

            


    

     

    
      	
              Payments:

            	
              Payment
                for all copies sold, net of distribution charges (which includes
                all
                returns received by payment date), shall be paid sixty (60) days
                after IPI
                invoices a subsequent issue. If, for any reason, IPI makes an over-advance
                or overpayment to Publisher, such over-advance or overpayment shall
                be
                immediately deducted by IPI from any subsequent advances or payments
                due
                on any issue of any publication which IPI purchased from
                Publisher.

            


    

     

    
      	
              Returns:   

            	
              One
                hundred percent (100%) of copies are fully returnable
                by affidavit.

            


    

     

    
      	
              Term:

            	
              Three
                (3) years, automatically renewable without notice to Publisher. This
                Agreement is binding for three (3) years and is initiated with the
                IPI
                invoice date for the first issue distributed by IPI after the date
                this
                Agreement is signed by both parties. Either party must notify of
                their
                intention not to automatically renew this Agreement with written
                notice a
                minimum of one hundred twenty (120) days prior to the end of the
                term of
                this Agreement. Either party may terminate this Agreement, by written
                notice effective immediately, in the event that a voluntary or involuntary
                petition shall be filed by or against the other party under any bankruptcy
                or insolvency law, or if a receiver of the other party or of the
                other
                party's property is appointed, or if the other party makes an assignment
                for the benefit of its creditors.

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

                       

    
      	
              MISCELLANEOUS:

            	
               

            


    

     

    
      	
              ·  

            	
              All
                titles will have a scanable UPC code on the front cover of all magazines.
                Titles not coded are subject to a title set up fee and stickering
                charge
                of twenty-five cents ($.25) per
                copy.

            


    

     

    
      	
              ·  

            	
              Publisher
                will accept pass-through shrink
                charges.

            


    

     

    
      	
              o  

            	
              Publisher
                will supply IPI with a print order schedule each year. IPI will only
                distribute product quantities indicated by the print order for each
                issue.

            


    

     

    
      	
              ·  

            	
              Publisher
                will provide complete shipping documentation with each delivery to
                the IPI
                warehouse(s).

            


    

     

    
      	
              m 

            	
              Publisher
                is responsible for ensuring that all IPI Warehouse locations receive
                delivery of product according to the instructions on the print order(s).
                If product is not delivered to the proper warehouse location, any
                routing
                of shipments between IPI warehouses will be at the expense of the
                Publisher and will be credited against any amounts due now, or in
                the
                future, to Publisher.

            


    

     

    
      	
              ·  

            	
              Publisher
                will pay IPI for a one time initial set up fee of two hundred fifty
                dollars ($250.00) per title.

            


    

     

    
      	
              ·  

            	
              All
                price changes will be received in writing sixty (60) days in advance
                of
                receipt of affected issue or payment will be made based on previously
                recorded price.

            


    

     

    An
      invoice must be sent to IPI's Accounts Payable department for each shipment
      sent
      to IPI in order to receive payment

    Send
      invoices to: Ingram Periodicals Inc.

    Accounts
      Payable Department

    P.O.
      Box
      7000

    LaVergne,
      TN 37086-7000

     

    
      	
                  0
                 

            	
              All
                shipments sent COD will be charged a one hundred dollar ($100.00)
                fee, and
                the actual freight charges will be deducted from IPI liability to
                Publisher.

            


    

     

    
      	
               ·
 
                

            	
              A
                one hundred fifty dollar ($150.00) annual catalog fee applies to
                each
                title.

            


    

     

    
      	
                  ·
                 

            	
              IPI
                reserves the right to refuse distribution based on content and reserves
                the right to edit fliers.

            


    

      

    
      	
              ·  

            	
              Shipments
                arriving by 9:00 am Monday at our LaVergne, TN or Chambersburg, PA
                warehouses and by noon Monday at our Ontario, CA warehouse will be
                in the
                stores by the following Friday. Any deliveries arriving after that
                time
                will go out the following week. The delivery schedule is open to
                change
                during holiday periods or for special
                issues.

            


    

     

    
      	
              ·  

            	
              The
                terms of this Agreement and all proprietary business information
                are to be
                kept strictly confidential by the
                parties.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    INDEMNIFICATION:

     

    Publisher
      represents and warrants the following regarding all product presented by
      Publisher to IPI for purchase:

     

    
      	
              1.  

            	
              That
                Publisher is the owner of the product and all copyrights related
                thereto,
                and for has the authority to sell and distribute the product in accordance
                with the terms hereof;

            


    

     

    
      	
              2.  

            	
              That
                the product or its sale and distribution does not infringe on any
                copyright or violate any privacy or other right of any
                person;

            


    

     

    
      	
               3.
                 

            	
              That
                Publisher will promptly notify IPI in writing if it receives or otherwise
                becomes aware of a claim that alleges facts, which, if true, would
                be a
                breach of any of the foregoing representations or
                warranties.

            


    

     

    Publisher
      agrees to defend, indemnify and hold IPI harmless, at Publisher's expense,
      for
      all loss, cost, expenses and damages incurred by IPI in connection with any
      suit, claim, or proceeding brought against IPI that alleges facts which, if
      true, would be a breach of any of the foregoing representations or
      warranties.

     

    DISTRIBUTION
      CHARGES:

     

    "Service
      Fee" a comprehensive service fee of $ .45 per lb of publication received for
      receiving, handling, packaging and shipping of publications

     

    These
      rates are subject to change with thirty (30) days written notice.

     

    Service
      Fee per Pound

     

    $
      .45

    


    


    


    
      	
              SIGNATURES:

              Please
                sign and return this
                Agreement to.
                Publisher
                Relations

            	
                      

              Ingram
                Periodicals Inc Attn:

            


    

    
      	
               

            	
              18
                Ingram Blvd.

              LaVergne,
                TN 37086-7000

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IPI
      shall
      have the right, during the Term of this Agreement, to use Publisher's trademarks
      and logos in connection with its services hereunder. All uses of Publisher's
      trademarks and logos shall comply with such guidelines as Publisher may from
      time to time establish. IPI shall acquire no rights in any such trademarks
      or
      logos and all uses thereof by IPI shall be for Publisher's benefit. Upon the
      termination of this Agreement for any reason, IPI shall immediately discontinue
      use of any such trademarks. IPI acknowledges that the trademarks of Publisher
      are unique and irreplaceable and that any breach or violation of the provisions
      of this paragraph by lPI shall cause immediate and irreparable injury to
      Publisher.

     

    This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof, supersedes all previous and contemporaneous
      agreements, oral or written, and may be amended only by a written agreement
      signed by both parties hereto.

     

    Nothing
      contained in this Agreement shall be deemed to create any partnership, joint
      venture or employment relationship between the parties. Neither party has any
      authority to incur any obligation or liability on behalf of the other party
      without the other party's express prior written consent.

     

    Neither
      party shall be liable to the other for lost profits, or any incidental,
      consequential, punitive or special damages.

     

    Neither
      party shall be liable for delays or failure in performance that are the result
      of causes beyond its reasonable control, including but not limited to acts
      of
      God, acts of governmental or military authority, fires, floods, war, or
      terrorist acts. In the event that any such force majeure condition continues
      for
      a period of thirty (30) days, the other party may terminate this Agreement
      without any further obligation or liability.

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Tennessee.

     

    By
      signing this Publisher Agreement you accept its terms and conditions and warrant
      that this Agreement does not breach any existing agreements you have in force
      with any other companies.

     

     

    
      	
               

            	
              Publisher

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              Date:
                07/13/2007

            	
              By:

            	
              /s/
                Brian K. Altounian

            	
               

            
	
               

            	
               

            	Brian
              K. Altounian 	
               

            
	
               

            	
               

            	
              President/COO

            	
               

            
	
               

            	
               

            	
               

            	
               

            


    

     

    
      	
               

            	
              Ingram
                Periodicals Inc.

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
              Date:
                03/15/2007

            	
              By:

            	
              /s/Bruce
                Jones

            	
               

            
	
               

            	
               

            	
              Bruce
                Jones

            	
               

            
	
               

            	
               

            	
              VP
                Publisher Relations

            	
               

            
	
               

            	
               

            	
               

            	
               

            


    

     

     

     

    


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