Unassociated Document


    Exhibit
      10.11

     

    LICENSING,
      SERVICES AND SPONSORSHIP AGREEMENT

    


    THIS
      LICENSING, SERVICES AND SPONSORSHIP AGREEMENT (“Agreement”), made and entered
      into as of this 29th day of May, 2007 (“Effective Date”), by and between
      AT&T Operations, Inc. (“AT&T”), a Delaware Corporation, having an
      address at 530 McCullough, San Antonio, TX 78215, and Platinum Studios, Inc.
      (“Platinum”), a California corporation, with its principal place of business at
      11400 West Olympic Boulevard, 14th Floor,
      Los
      Angeles, CA 90064.

    


    
      	
            	
              A.

            	
              WHEREAS,
                Platinum is hosting the annual Platinum Studios Comic Book Challenge
                for
                the years 2007, 2008 and 2009, involving a contest requiring the
                submission by contestants of comic book concepts and
                artwork;

            


    

    


    
      	
            	
              B.

            	
              WHEREAS,
                AT&T desires to become the “Presenting Sponsor” of the CBC for the
                years 2007, 2008 and 2009, and to provide certain services related
                to the
                voting mechanism and tabulation of votes in connection therewith;
                and

            


    

    


    
      	
            	
              C.

            	
              WHEREAS,
                in return for a fee payable by AT&T, as described in greater detail
                herein, Platinum desires to acknowledge AT&T as the “Presenting
                Sponsor” of the CBC for the years 2007, 2008 and 2009, in the manner and
                on the terms set forth in this Agreement, and to allow AT&T to provide
                certain voting services related to the
                CBC.

            


    

    


    NOW,
      THEREFORE, for and in consideration of the recitals and of the mutual promises
      and covenants herein contained, the parties do hereby agree as
      follows:

    


    
      	
              1.

            	
              Selected
                Definitions.

            


    

    


    
      	
            	
              (a)

            	
               “Approved
                Promotional Outlets” means those television, print, and Internet-based
                media outlets or entities that are listed in the attached Exhibit
                A.

            


    

    


    
      	
            	
              (b)

            	
              “AT&T
                Competitor” means any utility or provider or carrier of telephonic or
                similar services whether wire-line, wireless and/or cable in the
                United
                States, including without limitation mobile virtual network operators
                and
                mobile network providers.  Examples of AT&T Competitors
                include, without limitation Verizon, Sprint, Comcast, Time Warner
                and
                America-On-Line.

            


    

    


    
      	
            	
              (c)
                

            	
              “AT&T
                Marks” shall mean the trademarks of AT&T and/or its affiliates,
                together with such other names, initials, logos, designs, service
                marks,
                and all other intellectual property rights and forms of identification
                which identify AT&T, its affiliates and/or the products and services
                of any of the foregoing.

            


    

    


    
      	
            	
              (d)

            	
              “CBC” or
                “Comic Book Challenge” means the Platinum Studios Comic Book
                Challenge contest that occurs during the Term, which involves the
                submission by each contestant of a one-page description of an original
                comic book concept and one completed sample of comic book art related
                to
                such concept, the precise details of which contest are set forth
                on
                Platinum’s official website related thereto at the URL
                “http://www.comicbookchallenge.com.”  For purposes of this
                Agreement, all uses of the term, “CBC” or “Comic Book
                Challenge” shall be deemed to refer to the Platinum Studios Comic
                Book Challenge for each of the years 2007, 2008 and 2009, unless
                expressly
                stated otherwise herein.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	
            	
              (e)

            	
              “CBC
                A/V Materials” means the audio, audiovisual and video footage, and still
                photography, shot or filmed in any form or format by AT&T in
                connection with the auditions of CBC contestants, or otherwise related
                to
                CBC, including without limitation, contestant interviews and video
                clips
                depicting samples of CBC content.

            


    

    


    
      	
            	
              (f)

            	
              “CBC
                Content” means the one-page description of comic book concept, original
                artwork and any other materials submitted/required to be submitted
                by CBC
                contestants.

            


    

    


    
      	
            	
              (g)

            	
              “CBC
                Logo” means the official logo for the CBC 2007, as set forth in the
                attached Exhibit D, which logo may be changed by Platinum for CBC
                2008
                and/or 2009 by written notice to AT&T and which logo is included
                within the Platinum Marks.

            


    

    


    
      	
            	
              (h)

            	
              “Grand
                Prize Winner” means the winner of the CBC as voted upon and chosen by the
                public, in the manner described in this Agreement, from among the
                top 50
                contestants, which individual will be compensated or paid by Platinum
                to
                write and/or illustrate his/her full comic, which Platinum shall
                cause to
                be published as a comic book or graphic
                movie.

            


    

    


    
      	
            	
              (i)

            	
              “Platinum
                Marks” shall have the meaning set forth in Section 7(a)
                hereof.

            


    

    


    
      	
            	
              (j)

            	
              “Voting
                System” means AT&T’s proprietary system of registering and tabulating
                votes from users of the AT&T blue room portal or other AT&T
                platforms (subject to the approval of Platinum, not to be unreasonably
                withheld), which system will be the exclusive means of registering
                and
                tabulating votes for the top 3 finalists and Grand Prize Winner of
                the
                CBC.

            


    

    


    
      	
            	
              (k)

            	
              “Unsuitable
                Categories” includes all services, brands, companies, or products that
                are: (1) generally deemed to be in “bad taste” by commercial standards,
                including but not limited to: pornography (nudity), sex-related categories
                (including without limitation, birth control, i.e. condoms, and Viagra,
                and comparable medications), prescription medication, firearms, tobacco
                (including without limitation smokeless tobacco), narcotic paraphernalia
                (including without limitation, “rolling papers” and “pipes”), gambling,
                hemorrhoid therapy, feminine hygiene, and any others that are derogatory
                to, or otherwise disparage, AT&T, any of its affiliates or any
                country, state, or government; and/or (2) associated with political
                parties or causes.

            


    

    


    
      	
              2.

            	
              Grant
                of Exclusive Presenting Sponsorship Rights.  Throughout the
                Term (as defined in Section 5,
                below):

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (a)

            	
              Platinum,
                hereby grants to AT&T, the non-sublicenseable, non-transferable
                (except as provided in Section 24 hereof) exclusive right to be the
                “Presenting Sponsor” for the CBC;

            


    

    


    
      	
            	
              (b)

            	
              No
                third-party will be granted promotional or sponsorship rights with
                respect
                to the CBC that cause such party to be perceived as a more prominent
                sponsor than AT&T;

            


    

     

    
      	
            	
              (c)

            	
              Except
                as expressly provided in Section 10(c) hereof, no AT&T Competitor will
                be granted any sponsorship rights with respect to the CBC, nor will
                any
                AT&T Competitor be granted any rights to be associated with the CBC,
                or otherwise be granted any rights to utilize content, imagery,
                trademarks, logos or other intellectual property related to the CBC;
                and

            


    

     

    
      	
              3.

            	
              Grant
                of Licenses to Use the Platinum Marks and the AT&T
                Marks.

            


    

    


    
      	
            	
              (a)

            	
              During
                the Term, subject in all instances to Section 7 hereof, Platinum
                grants to
                AT&T a limited, non-sublicenseable (except as expressly provided
                herein), non-transferable (except as provided in Section 24 hereof)
                license to use the Platinum Marks in connection with the advertisement
                and
                promotion of the CBC and AT&T’s sponsorship thereof (in all media
                forms and on all platforms, whether now existing or hereafter created,
                including without limitation, on AT&T’s blue room web site
                (hereinafter referred to as, “AT&T’s blue room” or “AT&T’s blue
                room portal”) and other website(s), and on any and all wireless platforms
                and media and video-on-demand services).  AT&T shall have
                the right to grant a sublicense, on the same terms as the license
                granted
                to it in the immediately-preceding sentence, to its affiliates, agents
                and/or contractors to use the Platinum Marks solely for the purpose
                of
                carrying out the sponsorship activities under, or contemplated by,
                this
                Agreement. Platinum agrees that during the Term, it will not grant
                to any
                AT&T Competitor any right or license to use the Platinum Marks in
                connection with the advertisement or promotion of the CBC in any
                media or
                on any platform (whether now existing or hereafter created); provided,
                however, that, except as provided in Section 2, above, nothing contained
                in this Agreement shall preclude Platinum from granting such right
                or any
                other rights to any third party other than an AT&T Competitor.
                AT&T acknowledges that no rights (whether express or implied) to the
                Platinum Marks are being granted to AT&T other than the limited right
                to use the Platinum Marks as expressly set forth in this Section
                3(a).  All other rights in and to the Platinum Marks are
                expressly reserved by Platinum.

            


    

    


    
      	
            	
              (b)

            	
              During
                the Term, AT&T grants to Platinum a limited, non-exclusive,
                non-sublicenseable, non-transferable license to use the AT&T Marks
                solely for purposes of advertising and promoting AT&T as the
                Presenting Sponsor of CBC on the Approved Promotional Outlets only
                and
                subject in all instances to Section 6 hereof. Platinum acknowledges
                that
                no rights (whether express or implied) to the AT&T Marks are being
                granted to Platinum other than the limited right to use the AT&T Marks
                as expressly set forth in this Section 3(b).  All other rights
                in and to the AT&T Marks are expressly reserved by
                AT&T.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              Consideration
                and Other Compensation.

            


    

    


    
      	
            	
              (a)

            	
              In
                consideration of the rights granted to AT&T by Platinum with respect
                to CBC 2007, AT&T agrees to pay to Platinum a fee in the amount of One
                Hundred Fifty Thousand Dollars ($150,000) (“2007 Fee”), which amount shall
                be payable within five (5) business days after the Effective Date.
                In
                consideration of the rights granted to AT&T by Platinum with respect
                to the CBC 2008 and 2009, AT&T agrees to pay Platinum fees in the
                amount of Two Hundred Fifty Thousand Dollars ($250,000) (“2008 Fee”) and
                Three Hundred Thousand Dollars ($300,000) (“2009 Fee”; the 2007 Fee, 2008
                Fee and 2009 Fee are sometimes referred to collectively herein as
                the
                “Fee”), respectively, which amounts shall be payable as
                follows:

            


    

    


    
      	
               

            	
              (i)

            	
              2008
                Fee: 50% of such fee to be paid by January 11, 2008 and the remaining
                50%
                to be paid by May 1, 2008.

            


    

    


    
      	
               

            	
              (ii)

            	
              2009
                Fee: 50% of such fee to be paid by January 9, 2009 and the remaining
                50%
                to be paid by May 1, 2009.

            


    

    


    
      	
            	
              (b)

            	
              Payments
                under this Agreement will be made via wire transfer as
                follows:

            


    

     

    Payee:  Platinum
      Studios, Inc.

    Bank
      Name:  City National Bank

    Bank
      Address:  400 N. Rexford, Beverly Hills, CA
      90210                   

    Account
      Number:  112-643532 

    ABA
      Routing Number:  122016066 

     

    
      	
            	
              (c)
                

            	
              In
                the event that the parties locate and mutually agree upon a major
                television network to pay for the production of, and to broadcast
                and
                distribute, a special television program related to the CBC (the
“CBC TV
                Special”), the parties shall share equally all net revenues realized from
                the commercial exploitation of such program, including, without
                limitation, sponsor and advertising fees.  The mechanism and
                procedure for the accounting, payment and sharing of such fees shall
                be
                set forth in a separate written agreement between the
                parties.  Notwithstanding anything to the contrary, neither
                party shall enter into any agreement with a third party for the broadcast
                and/or distribution of the CBC TV Special or any similar television
                program based upon the CBC A/V Materials without the prior written
                approval of the other party, which approval shall not be unreasonably
                withheld.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (d)

            	
              In
                connection with the sale of advertising space on AT&T’s blue room and
                its other consumer platforms that solely promote the
                CBC Content, both parties shall use reasonable commercial efforts
                to sell
                and solicit potential third-party advertisers, and  AT&T
                shall be the primary point of contact for entering into contracts
                with
                such advertisers and collecting revenue and shall make all decisions
                regarding entering into, and the terms of, such
                contracts.  Platinum and AT&T shall each notify the other in
                writing at least five (5) days prior to contacting or soliciting
                any
                potential advertiser, and neither party knowingly shall continue
                to
                solicit, or initiate contact with any potential advertiser that has
                been
                initially contacted by the other party.  For CBC 2007, AT&T
                will pay Platinum the first Three Hundred Thousand Dollars ($300,000)
                of
                Net Advertising Revenue (as defined herein) actually received by
                AT&T,
                and the parties shall share equally in such Net Advertising Revenue
                actually received by AT&T in excess of such amount.  For
                purposes of this Agreement, the term, “Net Advertising Revenue” shall mean
                the gross amount of all advertising revenue received by AT&T based
                upon the sales of advertising by AT&T and Platinum on AT&T’s blue
                room, AT&T’s web pages solely related to the promotion of the CBC
                and/or the CBC Content and its other consumer platforms that solely
                promote the CBC and/or the CBC Content, less any third-party
                fees (not to exceed 15% of such gross revenues).  For CBC
                2008 and 2009, the parties will share equally in all Net Advertising
                Revenue received by AT&T.  AT&T shall provide to
                Platinum an accounting of Net Advertising Revenue on a monthly basis
                during The Term.

            


    

     

    
      	
              5.

            	
              Term;
                Termination for Convenience or Based Upon the CBC
                Content.  The term of this Agreement (the “Term”) shall
                commence on the Effective Date and conclude on September 30, 2009,
                unless
                earlier terminated as set forth below or as otherwise provided in
                this
                Agreement. Notwithstanding anything to the contrary, AT&T shall have
                the right to terminate this Agreement upon ten (10) days written
                notice to
                Platinum as follows:

            


    

     

    
      	
              (a)

            	
              At
                any time prior to October 31, 2007 (with respect to both CBC 2008
                and
                2009), and

            


    

    
      	
              (b)

            	
              At
                any time prior to October 31, 2008 (with respect to CBC
                2009).

            


    

    


    In
      the
      event of termination by AT&T for as described in this Section, AT&T
      shall not be obligated to pay any portions of the Fee not yet
      paid.  In order to allow AT&T to exercise its review rights, as
      set forth below, Platinum agrees to provide the CBC Content for each of the
      top
      50 CBC contestants for the 2007 CBC to AT&T for review on or prior to June
      13, 2007 and at least five (5) days prior to notifying any such contestant
      of his/her selection as being among the top 50 CBC contestants in 2008 and
      2009
      (such date in 2008 or 2009, as applicable, being referred to hereinafter as
      the
“Review Date”). In addition, and without limiting the foregoing, AT&T
      shall have the right to terminate this Agreement by written notice to Platinum
      (which may be by email) at any time between June 13, 2007 and two (2) business
      days thereafter for contract year 2007 and within two (2) business days after
      the applicable Review Date for each of contract year 2008 and
      2009 in the event that AT&T determines, in
      its sole discretion, that (c) the overall amount of CBC Content from any of
      such contestants (or any specific element thereof) would cause such CBC Content
      to receive a more adult-oriented rating than PG-13 as such rating might be
      applied to such content by the Motion Picture Association of America (“MPAA”)
      based upon subject matter and/or storyline, or would otherwise reflect
      negatively upon, or disparage AT&T, any of its affiliates and/or the
      AT&T Marks, or (d) any prize or award to be provided to any of the top 10
      CBC contestants by Platinum or any third party falls within any of the
      Unsuitable Categories.  In the event that AT&T exercises its
      termination rights under subsections (c) or (d) above,  then with
      respect to the CBC 2007 Fee (in the event that such termination right is
      exercised in contract year 2007), Platinum shall be entitled to receive 100%
      of
      the 2007 Fee (and none of either the 2008 Fee or 2009 Fee), and, with respect
      to
      either CBC 2008 or CBC 2009 (in the event that such termination right is
      exercised in contract year 2008 or 2009, as applicable),  Platinum
      shall be entitled to receive (or retain, as applicable) either 50% of the 2008
      Fee or 50% of the 2009 Fee, respectively.  In addition, in the event
      of termination  of this Agreement by AT&T pursuant to this Section
      5, Platinum will be free to solicit any and all additional sponsors, including,
      without limitation, a new presenting sponsor for the CBC.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              AT&T
                Marks Advertising Approval.

            


    

    


    
      	
            	
              (a)

            	
              Platinum
                acknowledges and agrees that AT&T has a paramount interest in
                maintaining and protecting the image and reputation of the AT&T Marks
                and that, in order to accomplish this purpose, AT&T must assure itself
                that the AT&T Marks are used only in a manner consistent with the
                standards established by AT&T. Platinum agrees that AT&T,
                therefore, shall have the right to examine and approve, in AT&T’s sole
                discretion, in advance of use and in writing, the content, appearance
                and
                presentation of any and all advertising, promotional and all other
                materials in any and all media and platforms, proposed to be used
                by
                Platinum and/or any Approved Promotional Outlet which incorporate
                the
                AT&T Marks or which make reference in any way to AT&T or any of
                its affiliates, whether or not in proximity to the CBC Logo. Platinum
                therefore agrees that it will not produce, publish, or in any manner
                use
                or distribute (or allow or sublicense any third party, including,
                without
                limitation, any Approved Promotional Outlet to do any of the foregoing)
                any such advertising, promotional materials or other items that have
                not,
                in each instance, been submitted to AT&T and approved in advance and
                in writing by AT&T.

            


    

    


    
      	
            	
              (b)

            	
              Platinum
                shall submit in advance of their use, a sample of each proposed item
                of
                advertising and promotional material and all other items that incorporate
                the AT&T Marks and/or that refer to AT&T or its affiliates,
                together with the script, text, coloring, storyboards and photographs
                proposed to be used in connection therewith (“Platinum Submissions”),
                to AT&T’s designated contact person for such
                purpose.  AT&T agrees to use reasonable commercial efforts
                such that, within five (5) days after its receipt of each Platinum
                Submission thereof, AT&T will examine and either approve or disapprove
                such submission.  Platinum shall be promptly notified of AT&T’s
                approval or disapproval. Such approval shall not be unreasonably
                withheld
                or delayed.  If any Platinum Submission is disapproved, Platinum
                will be advised of the specific reasons for disapproval in each
                case. Any Platinum Submissions submitted hereunder shall be deemed to
                have been disapproved if approval is not expressly granted in writing
                within such five (5) day period.  To the extent any Platinum
                Submission is disapproved, the parties will expeditiously hold a
                telephonic conference to address the specific reasons for
                disapproval.  After a Platinum Submission has been approved,
                Platinum may use such item(s) in accordance with this Agreement and
                solely
                in the form and manner in which such materials were
                approved.

            


    

    


    
      	
            	
              (c)

            	
              Any
                and all use of the AT&T Marks authorized by or pursuant to this
                Agreement will be subject to the provisions of this Section 6 and
                the
                restrictions related to Approved Promotional
                Outlets.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              Platinum
                Marks; Advertising
                Approval.

            


    

    


    
      	
            	
              (a)

            	
              AT&T
                acknowledges and agrees that Platinum has a paramount interest in
                maintaining and protecting the image and reputation of the Platinum
                Marks
                together with such other names, initials, logos, designs, trademarks,
                services marks, copyrights, and all other intellectual property rights
                and
                forms of identification which identify Platinum, CBC and/or Platinum’s
                other products, services and events (hereinafter referred to collectively
                as the "Platinum Marks"), and that in order to accomplish this purpose,
                Platinum must in all cases assure itself that the Platinum Marks
                are used
                only in a manner consistent with the standards established by
                Platinum.  AT&T agrees that Platinum, therefore, shall have
                the right to examine and to approve, in Platinum’s sole discretion, in
                advance of use and in writing the contents, appearance and presentation
                of
                any and all advertising, promotional and all other materials in any
                and
                all media or platforms, proposed to be used by AT&T in connection with
                any advertising or promotion utilizing the Platinum
                Marks.  AT&T agrees that it will not publish or in any
                manner use or distribute any such promotional or other materials
                that have
                not, in each instance, been submitted to and approved in writing
                and in
                advance by Platinum.

            


    

     

    
      	
            	
              (b)
                

            	
              AT&T
                shall, in advance of use, a sample of each proposed advertising,
                promotional materials and other materials that incorporate the Platinum
                Marks and/or that refer to Platinum, together with the script, text,
                coloring, storyboards, and photographs proposed (if any) to be used
                (“AT&T Submissions”).  Platinum agrees to
                use  reasonable commercial efforts such that, within five (5)
                days after Platinum’s receipt of each AT&T Submission, Platinum will
                examine and either approve or disapprove such
                submission.  AT&T shall be promptly notified of Platinum’s
                approval or disapproval.  Such approval shall not be
                unreasonably withheld or delayed.  If any submission is
                disapproved, AT&T will be advised of the specific reasons for
                disapproval in each case.  Any AT&T Submissions submitted
                hereunder shall be deemed to have been disapproved if approval is
                not
                expressly granted in writing within such five (5) day period. To
                the
                extent any AT&T Submission is disapproved, the parties will
                expeditiously hold a telephonic conference to address the specific
                reasons
                for disapproval.  After an AT&T Submission has been
                approved, AT&T may use such item(s) in accordance with this Agreement
                and solely in the form and manner in which such materials were
                approved.

            


    

     

    
      	
            	
              (c)

            	
              Any
                and all use by AT&T of the Platinum Marks authorized by this Agreement
                will be subject to the provisions of this Section
                7.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              AT&T’s
                Sponsorship and Promotional Commitments.AT&T hereby agrees to the
                following in connection with its sponsorship of the CBC (for the
                avoidance
                of doubt, none of the following obligations shall apply with respect
                to
                any CBC that occurs following the exercise by AT&T of its termination
                rights under this Agreement):

            


    

    


    
      	
            	
              (a)

            	
              AT&T
                shall spend no less than fifty thousand dollars ($50,000) during
                the Term
                to produce, edit and deliver to Platinum and to publish and distribute
                CBC
                A/V Material.  AT&T will pay all production and set costs
                associated with the filming of the CBC A/V Materials, which expenses
                may
                be included within the sum of money described in the immediately-preceding
                sentence, as determined by AT&T in its sole discretion. AT&T will
                pay all hotel costs for its own employees and for all CBC A/V Materials
                production employees or independent contractors, and AT&T agrees that
                Platinum Studios will have no responsibility for such
                costs.   Except as expressly provided in this Section 8(a),
                in no event shall AT&T be responsible for any travel, hotel or other
                costs related to the CBC or any CBC
                contestants.

            


    

    


    
      	
            	
              (b)

            	
              AT&T
                shall include a promotion for the CBC in its “Up2Speed” newsletter that
                will be e-mailed to AT&T customers in the United
                States.  The Up2Speed newsletter will include CBC Content and
                refer such customers to AT&T’s “blue room” located at
                www.attblueroom.com.  In the event that the Up2Speed newsletter
                no longer exists or is changed prior to CBC 2008 and/or CBC 2009,
                AT&T
                can fulfill its obligations under this Section 8(b) by making a reasonable
                effort to substitute a similar promotion, subject to mutual agreement
                with
                Platinum, provided that any failure to so agree by the parties shall
                not
                be deemed a breach of this Agreement by
                AT&T.

            


    

    


    
      	
            	
              (c)

            	
              During
                the time period beginning on the Effective Date through August 31,
                2007
                with respect to CBC 2007, and from April 1 through August
                31 with respect to each of CBC 2008 and CBC 2009, AT&T shall
                include promotional information within its bi-weekly emails to AT&T
                blue room users, and such information will recommend that such users
                view
                the CBC Content on AT&T’s blue room portal and/or otherwise encourage
                them to do so.  In the event that the bi-weekly newsletter no
                longer exists or is changed prior to CBC 2008 and/or CBC 2009, AT&T
                will make a reasonable effort to substitute a similar promotion,
                subject
                to mutual agreement with Platinum, provided that any failure to so
                agree
                by the parties shall not be deemed a breach of this Agreement by
                AT&T.

            


    

    


    
      	
            	
              (d)

            	
              AT&T
                may include a placement for the CBC 2007 in its catalog, to be circulated
                during such contest, which placement shall contain material promoting
                the
                presence of CBC Content on AT&T’s blue room.  In the event
                that such catalog or a similar type of catalog or direct mailing is
                circulated by AT&T during the CBC 2008 and CBC 2009, AT&T may, at
                its sole discretion, include a placement for each of such contests
                in such
                catalog or direct mailing, subject to the prior approval of Platinum,
                not to be unreasonably withheld

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (e)

            	
              AT&T
                shall promote the CBC on the home page of the AT&T blue room, which
                promotion shall be in a prominent position “above the fold,” as that term
                is commonly understood with respect to internet website pages , and
                provided that Platinum shall have approval rights (which approval
                shall
                not be unreasonably withheld or delayed for more than one (1) business)
                over the “look and feel” of the AT&T blue room pages on which the CBC
                Content shall reside.  In the event that Platinum disapproves of
                such “look and feel,” the parties will promptly hold a telephonic
                conference to resolve such issue, provided that in the event that
                the
                parties cannot reach Agreement regarding such issue within such one
                (1)
                business day period, AT&T shall be entitled to post the CBC Content on
                such pages in a manner consistent with its normal standards for the
                posting of content on the AT&T blue room and in a manner consistent
                with the spirit of the CBC, which is to promote or portray comics
                creators
                in a first-class, professional and positive light.  Subject to
                the terms of this Agreement (including, without limitation, AT&T’s
                prior termination rights under Section 5 hereof), the CBC Content
                from the
                top 10 contestants  (which shall include, at a minimum, each
                such contestant’s one-page comic book artwork sample and a brief concept
                description) will be in place beginning upon the selection of such
                contestants by Platinum’s judges  In the event that AT&T’s blue
                room ceases to exist during the Term, AT&T can fulfill its obligations
                herein by substituting placement of the CBC Content on AT&T’s main
                entertainment web site in a position equivalent, or superior to,
                that
                described above with respect to AT&T’s blue
                room.

            


    

    


    
      	
            	
              (f)

            	
              AT&T
                shall be responsible for preparing and submitting to Platinum for
                its
                approval a form of Contestant Agreement and Release (“Release”), which
                form shall be submitted to Platinum not later than June 1,
                2007.  Upon Platinum’s approval of the Release it shall be
                incorporated into this Agreement by reference and attached as Exhibit
                B
                hereto.

            


    

    


    
      	
            	
              (g)

            	
              AT&T
                shall provide Platinum with access to a beta taped copy of the CBC
                A/V
                Materials. AT&T shall grant Platinum all right, title and interest in
                and to the CBC A/V Materials, subject to the retained rights of
                AT&T to use such CBC A/V Materials during the Term, as specifically
                set forth in Section 10(c) of the Agreement and the other restrictions
                on
                Platinum’s use of such CBC A/V Materials set forth in Sections 10(c) and
                31 (Non-Disparagement) hereof .

            


    

    


    
      	
            	
              (h)

            	
              In
                all uses of the Promotional Reference (as defined herein) by AT&T in
                any and all media, the term “Platinum Studios” must always appear with
                “CBC” or “Comic Book Challenge,” as
                applicable.

            


    

    


    
      	
            	
              (i)

            	
              Subject
                to the terms of this Agreement, AT&T shall provide the Voting System
                for the CBC.

            


    

    


    
      	
              9.

            	
              Platinum’s
                Sponsorship and Promotional Commitments.  Platinum hereby
                agrees to the following in connection with the rights granted pursuant
                to
                this Agreement:

            


    

    


    
      	
            	
              (a)

            	
              Platinum
                shall host and conduct the CBC in a timely and professional manner,
                consistent with the highest industry
                standards.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (b)

            	
              Platinum
                shall review all CBC Content and shall ensure that the CBC Content
                submitted by the Top 50 contestants is original and that none of
                such
                content is defamatory, in violation of any third-party’s privacy or
                publicity rights, and that none of such content misappropriates or
                infringes upon any third-party’s intellectual property or proprietary
                rights.

            


    

    


    
      	
            	
              (c)

            	
              Platinum
                shall be solely responsible for obtaining and providing, at its sole
                cost
                and expense, any and all prizes or awards related to, or in connection
                with, the CBC, and Platinum shall provide to AT&T, within three (3)
                business days of Platinum’s determination of the nature of such prizes
                and/or awards, an accurate written description of such prizes and
                awards
                for the purpose of allowing AT&T to consider whether it wishes to
                exercise its termination rights under Section 5
                hereof

            


    

    


    
      	
            	
              (d)

            	
              Platinum
                shall be responsible for securing, and paying all rental/location
                costs
                and fees related to,  CBC A/V Materials.  Platinum
                and  AT&T will work together to develop
                a  reasonably detailed report regarding the composition and
                visual layout of the set to be used for the filming of the CBC A/V
                Materials (which set shall be subject to the mutual approval of both
                Platinum Studios and AT&T, subject to the cost limitations set forth
                in Section 8(a) hereof,) not later than (2) weeks prior to the initial
                date of the shooting by AT&T of the CBC A/V Materials for each
                applicable CBC.

            


    

    


    
      	
            	
              (e)

            	
              Platinum
                will assist AT&T in locating and procuring a major television network
                (e.g., Spike, ABC, Sundance, etc.) for purposes of paying the production
                costs of, and broadcasting, the CBC TV Special based on any or all
                of CBC
                2007, 2008 and/or 2009 (as determined by AT&T), such television
                program to be produced by AT&T in the event that such network is
                located and commits contractually to the foregoing.  Platinum
                agrees that the first party to engage such network in discussions
                regarding the foregoing shall serve as the primary point of contact,
                provided, however, that Platinum and AT&T shall notify each
                other in writing, at least five (5) days in advance of any contact or
                solicitation, regarding the identity of such network in order to
                avoid
                cross-solicitation.  Platinum and AT&T shall not initiate
                such contact with any network that the other has already contacted
                for such purpose, and, to the extent that the other is the primary
                point
                of contact, Platinum & AT&T shall keep each other fully
                informed and allow Platinum and AT&T to participate in all aspects of
                the negotiations with such network.

            


    

     

    
      	
            	
              (f)

            	
              Platinum
                shall ensure that each of the Top 50 contestants for the CBC executes
                the
                Release, and each applicable individual’s status as a top 50
                contestant for the CBC shall be made expressly contingent upon the
                execution of the Release by such individual Platinum will obtain,
                process and provide AT&T with fully-executed copies of all Releases
                signed by all Top 50 CBC contestants prior to such contestants traveling
                to San Diego for the filming the CBC A/V Materials and the presentation
                of
                their respective CBC Content to the panel of
                judges

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (g)

            	
              Platinum
                shall be solely responsible for ensuring that the CBC (including,
                without
                limitation, the conduct thereof), and any and all Promotional Sweepstakes
                as defined herein related thereto and CBC content submitted in connection
                therewith, complies with all applicable laws, regulatory and other
                legal
                requirements in all applicable jurisdictions (“Legal
                Requirements”).

            


    

    


    
      	
            	
              (h)

            	
              In
                connection with the CBC, including, without limitation,
                any and all sweepstakes and/or contests of skill related thereto
                (“Promotional Sweepstakes”), Platinum agrees that it shall be solely
                responsible for: (1) payment of all taxes and fulfillment of all
                tax
                reporting obligations arising from such Promotional Sweepstakes;
                (2) the
                operational and implementation elements of any Promotional Sweepstakes;
                (3) the distribution of any tickets or packages as Promotional Sweepstakes
                prizes or giveaways by Platinum; (4) prize fulfillment for any Promotional
                Sweepstakes; (5) legal compliance for any Promotional Sweepstakes
                in all
                applicable jurisdictions; (6) obtaining at its sole expense any necessary
                rights clearances and permissions for the content of any and all
                materials
                submitted in connection with, or constituting any part of, any Promotional
                Sweepstakes. Prior to the commencement of any Promotional Sweepstakes,
                Platinum agrees that it will provide to AT&T copies of the proposed
                official rules of such Promotional Sweepstakes for AT&T’s written
                approval, for legal and regulatory compliance, which approval shall
                be
                granted or withheld in AT&T’s reasonable discretion. Platinum
                warrants, represents and covenants that it will comply with all statutes,
                ordinances, rules and regulations applicable to the conduct of the
                Promotional Sweepstakes in any and all applicable
                jurisdictions.

            


    

    


    
      	
              10.

            	
              Sponsorship
                Benefits. In addition to the license and other rights granted by
                Platinum to AT&T pursuant to this Agreement, AT&T shall receive
                the following sponsorship benefits:

            


    

    


    
      	
            	
              (a)

            	
              In
                any and all references during the Term to the CBC or Comic Book
                Challenge(each as defined in Section 1(d) hereof), including, without
                limitation, any acronym related to the foregoing (or the winner of
                the foregoing in press releases), in any and all media, including,
                without
                limitation, in any CBC TV Special Platinum hereby represents,
                warrants and covenants that it shall use the following
                language:

            


    

     

    
      	 	
              “AT&T
                presents Platinum Studios 200_ ‘CBC’,” “Platinum Studios 200__ CBC,
                Presented by AT&T,” or language conveying the same meaning, which
                language has been approved by Platinum and AT&T pursuant to this
                Agreement, provided that, in no event, shall the AT&T Mark(s) be more
                prominent than the Platinum Mark(s) in connection with the foregoing
                (the
                “Promotional Reference”).”

            	 


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     Notwithstanding
      the foregoing, AT&T acknowledges and agrees that, apart from the CBC or
      Comic Book Challenge, itself, or references thereto (as described above),
      Platinum shall have no obligation to include AT&T’s name and/or logo on any
      of the CBC Content or any derivative works thereof, including (without
      limitation), comic books, graphic novels, motion pictures and television
      programs (other than the CBC TV Special regarding the contest,
      itself).

    


    
      	
            	
              (b)

            	
              Placement
                by Platinum of AT&T’s logo in connection with the Promotional
                References, as well as in all other media, including without limitation,
                websites and printed media, related to the CBC (unless AT&T instructs
                Platinum otherwise in writing), which usage and placement shall be
                subject
                to Section 6  hereof. The list of acceptable
                placement media is set forth in the attached Exhibit A (“Approved
                Promotional Outlets”), provided that each specific placement and use of
                the AT&T Marks shall be subject to Section 6
                hereof.

            


    

    


    
      	
            	
              (c)

            	
              Platinum
                hereby grants to AT&T an exclusive (except as provided below)
                royalty-free license throughout the Term to reproduce, distribute,
                publicly display, publicly perform, and otherwise exploit (and to
                authorize and sublicense its third-party contractors to do any of
                the
                foregoing) all CBC A/V Materials and all CBC Content in any and all
                media,
                whether now existing or hereafter created, and on any and all platforms,
                including, without limitation on AT&T’s blue room and/or any successor
                portals or websites, solely for the purpose of promoting the CBC
                and
                AT&T as the presenting sponsor of the CBC, subject to Section 7
                hereof.  Notwithstanding the foregoing, beginning on the date that is
                ninety (90) days after the official announcement of the winner of
                each
                CBC, Platinum shall have the right to license the CBC Content and/or
                the
                CBC A/V Materials related to the then-current or any prior CBC to
                AT&T
                Competitors for purposes of promoting the CBC, provided, however,
                that
                Platinum shall first remove all AT&T Marks and any other references to
                AT&T from such content and materials, and, in no event, shall any such
                promotions or uses of the foregoing disparage or refer to AT&T in
                any manner.  AT&T hereby acknowledges that, subject to the
                license rights granted to AT&T pursuant to this Agreement, all CBC A/V
                Materials are owned by Platinum.

            


    

    


    
      	
              11.

            	
              Contest
                Rules and Voting.

            


    

    


    
      	
            	
              (a)

            	
              Platinum
                agrees that the official contest rules for the CBC shall be as set
                forth
                in Exhibit C hereto (“Official Rules”), provided that Platinum shall have
                the right to amend the Official Rules only as follows (the “Rules
                Amendment”):  Any and all amendments to the Official Rules shall
                be subject to the mutual written agreement of the
                parties.

            


    

     

    Platinum
      represents and warrants that it shall keep the Official Rules posted on its
      CBC
      website located www.comicbookchallenge.com for the duration of each CBC
      during the Term, but, at a minimum May 1 through the official announcement
      of the winner of each applicable CBC, and that it shall not amend or change
      the
      Official Rules in any respect for any CBC other than as expressly provided
      in
      this Subsection.

    


    
      	
            	
              (b)

            	
              Voting
                for the CBC shall be as follows:

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (i)

            	
              The
                top 50 contestants shall be chosen internally by Platinum, provided
                that Platinum agrees that it shall take into meaningful and good
                faith
                consideration (consistent with the spirit of this Agreement) whether
                or
                not content would receive a more adult-oriented rating than PG-13,
                as such
                rating is applied by the MPAA, when choosing the top 50 contestants
                and
                shall ensure that none top 50 contestants content  disparages
                AT&T, any of its affiliates and/or the AT&T
                Marks;

            


    

    


    
      	
            	
              (ii)

            	
              The
                10 semi-finalists shall be chosen not later than July 29, 2007 by
                a panel
                of judges selected by Platinum Studios;
                and

            


    

    


    
      	
            	
              (iii)

            	
              The
                3 finalists and the Grand Prize Winner shall be chosen by voters
                solely
                through AT&T’s blue room portal, and any other venues, outlets or
                media platforms selected by AT&T, subject to Platinum’s approval, not
                to be unreasonably withheld or
                delayed

            


    

    


    In
      accordance with the Official Rules (including, without limitation, the Rule
      Amendment) there will be no limit on the number of votes that can be cast by
      any
      individual voter, provided that such voting shall be subject to the standard
      voting requirements and restrictions of AT&T’s blue room or other platform
      voting process.

    


    
      	
              12.

            	
              Submission
                and Notices.  All notices under this Agreement must be in
                writing in order to be effective, and shall be deemed to have been
                duly
                given or made (a) on the date delivered in person, (b) on the date
                indicated on the return receipt if mailed postage prepaid, by certified
                or
                registered U.S. Mail, with return receipt requested, or (c) on the
                date
                delivered, if sent by Federal Express, U.P.S. Next Day Air or other
                nationally recognized overnight courier service or overnight express
                U.S.
                Mail, with service charges or postage prepaid.  In each case
                (except for personal delivery) such notices, as well as all requests,
                demands, and other communications shall be addressed as follows,
                unless
                otherwise indicated in a notice duly given
                hereunder:

            


    

     

     

    
      	 	To:	AT&T
	 	 	175
              E. Houston Street, 4th
              Floor
	 	 	San
              Antonio, TX 78205
	 	 	Attn:  Maureen
              McNiece, Esq.
	 	 	Fax:  (210)
              351-3458
	 	 	 
	 	With
              a copy to: 	Greenberg
              Traurig, LLP
	 	 	3290
              Northside Parkway, Suite 400
	 	 	Atlanta,
              Georgia 30327
	 	 	Attention:
              Robert A. Rosenbloum
	 	 	 
	 	To
              Platinum:   	Platinum
              Studios
	 	 	11400
              W Olympic Blvd
	 	 	14th
              Floor
	 	 	Los
              Angeles, CA 90064
	 	 	Attn:
              Helene Pretsky, Esq.


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              13.

            	
              AT&T
                Marks.

            


    

    


    
      	
            	
              (a)

            	
              Company
                agrees that: (i) nothing contained in this Agreement shall grant
                to
                Platinum any right, title or interest in or to the AT&T Marks, except
                for the limited license rights expressly granted pursuant to this
                Agreement; (ii) each and every element of the AT&T Marks is and shall
                be the sole and exclusive property of AT&T; and (iii) any and all use
                by Platinum of any part of the AT&T Marks and the goodwill associated
                therewith will inure to the exclusive benefit of
                AT&T.  Company agrees never to raise or to cause to be
                raised any questions concerning, or objections to the validity of,
                the
                AT&T Marks or the rights of AT&T therein and thereto, on any
                grounds whatsoever.

            


    

    


    
      	
            	
              (b)

            	
              AT&T
                represents and warrants that it is the authorized licensee or owner
                (as
                applicable) of the AT&T Marks and/or is authorized to use the AT&T
                Marks under license and that the use of the AT&T Marks by
                Platinum in strict accordance with the terms of this Agreement shall
                not
                infringe upon any intellectual property rights and/or privacy rights
                of
                any third party or entity.

            


    

    


    
      	
            	
              (c)

            	
              Platinum
                agrees that it will not, during the Term or thereafter, use (except
                as
                expressly provided by this Agreement) or seek to register any AT&T
                Marks, or variations thereof, or commit any act that: (i) falsely
                represents or which has the effect of falsely representing that Platinum
                and/or any of its affiliates manufactures, distributes, sponsors,
                approves, licenses or is in any manner associated and/or affiliated
                with
                the services or products of AT&T or any of its affiliates; or (ii)
                otherwise infringes or causes to be infringed AT&T’s rights,
                including, without limitation, with respect to the AT&T
                Marks.

            


    

    


    
      	
              14.

            	
              Platinum
                Marks.

            


    

     

    
      	
            	
              (a)

            	
              AT&T
                agrees that: (i) nothing contained in this Agreement shall grant
                to
                AT&T any right, title or interest in the Platinum Marks, except for
                the limited license and other rights granted pursuant to this Agreement;
                (ii) each and every element of the Platinum Marks is and shall be
                the sole
                and exclusive property of Platinum; and (iii) any and all use by
                AT&T
                of the Platinum Marks, and the goodwill associated therewith, will
                inure
                to the exclusive benefit of Platinum. AT&T agrees never to raise
                or cause to be raised any questions concerning, or objections to
                the
                validity of, the Platinum Marks or the right of Platinum therein
                and
                thereto, on any grounds whatsoever.

            


    

    


    
      	
            	
              (b)

            	
              Platinum
                represents and warrants that it is the authorized licensee or owner
                (as
                applicable) of the Platinum Marks and/or is authorized to use the
                Platinum
                Marks under license and that the use of the Platinum Marks by
                AT&T in strict accordance with the terms of this Agreement shall not
                infringe upon any intellectual property rights and/or privacy rights
                of
                any third party or entity.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (c)

            	
              AT&T
                agrees that it shall not during the Term, or thereafter, use (except
                as
                expressly provided by this Agreement) or seek to register any trademark,
                service mark, trade name or other indicia consisting of or incorporating
                any of the Platinum Marks, or variations thereof, or otherwise infringe
                or
                cause to be infringed any of Platinum’s rights, including, without
                limitation, with respect to the Platinum
                Marks.

            


    

    


    
      	
              15.

            	
              Indemnification.

            


    

    


    
      	
            	
              (a)

            	
              AT&T
                agrees to defend, indemnify and hold harmless Platinum and its parent,
                subsidiaries, affiliates, successors, licensees, agents, and assigns,
                and
                the respective officers, directors, members and employees of the
                foregoing, from and against any and all liabilities, damages, costs
                and
                expenses based upon third-party claims (collectively “Liabilities”)
                arising out of or relating to: (i) any breach of this Agreement by
                AT&T, including, without limitation, any warranty, representation,
                covenant or agreement made herein by  AT&T; or (ii) the
                infringement of the AT&T Marks upon any U.S. trademark right of any
                third party based upon, or as a result of, Platinum’s use, strictly in
                accordance with this Agreement, of the AT&T
                Marks.

            


    

     

    
      	
            	
              (b)

            	
              Notwithstanding
                the foregoing, the AT&T’s indemnification obligations with regard to
                third-party infringement claims shall not be applicable to the extent
                that
                any infringement or alleged infringement is based upon the modification
                of
                the AT&T Marks by Platinum or any third party or the combination of
                the AT&T Marks with any materials or content not supplied by
                AT&T.

            


    

    


    
      	
            	
              (c)

            	
              Platinum
                agrees to defend, indemnify and hold harmless AT&T and
                its  parents, subsidiaries, affiliates, successors, licensees,
                agents, and assigns, and the respective officers, directors, members,
                trustees, and employees of the foregoing from and against any and
                all
                Liabilities arising out of or relating to: (i) any breach by Platinum
                of
                this Agreement, including, without limitation, any warranty,
                representation, covenant or agreement made herein by Platinum; (ii)
                any
                violation of applicable law, regulation or order by Platinum in connection
                with the CBC, including without limitation the conduct thereof;
                (iii) infringement claims related to the use of the Platinum Marks by
                the AT&T, provided that such use is strictly in accordance with this
                Agreement; (iv) the CBC Content and/or the products or services of
                Platinum or any of its third party contractors or sponsors related
                to this
                Agreement, including, without limitation, any products liability
                or other
                claims resulting from, or arising out of, any awards or prizes distributed
                by Platinum, by any of Platinum’s third-party contractors or otherwise in
                connection with the CBC; (v) injury to the person or property of
                a third
                party of any nature whatsoever, arising out of the negligence or
                more
                culpable conduct of Platinum or any employee, agent, or contractor
                of
                Platinum; or (vi) any Promotional Sweepstakes or the conduct thereof,
                including, without limitation, personal injury
                claims.

            


    

    


    
      	
            	
              (d)

            	
              The
                party providing indemnification under this Section 15 or elsewhere
                in this
                Agreement shall not settle any claim without first notifying the
                party
                entitled to be indemnified (the “Indemnified Party”) of the terms of any
                proposed settlement and obtaining each such party’s prior written consent
                thereto, which consent shall not be unreasonably withheld.  The
                Indemnified Party shall be entitled to participate in the defense
                of
                any claim which is subject to indemnification hereunder with counsel
                of its choice its own expense.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              16.

            	
              Insurance.  Platinum
                shall purchase and maintain in full force and effect without interruption
                during the Term, occurrence-based liability insurance policies naming
                “AT&T Inc., its affiliates and subsidiaries” as additional insureds by
                endorsement, which policies shall cover, through endorsement or otherwise,
                all exposures, matters and claims with respect to which Platinum
                has
                agreed to indemnify AT&T, its affiliates and subsidiaries under this
                Agreement.  The policies shall expressly include: general
                liability and media liability coverage sufficient to cover exposures
                associated with, and arising out of, the matters contemplated by
                this
                Agreement.  The limits of the liability policies (whether
                primary or excess) covering each category of risk (general liability
                and
                media liability) shall be no less than $5 million dollars ($5,000,000)
                per
                occurrence and in the aggregate for each respective policy type,
                with respect to all exposures.  The policies shall be
                written by admitted carriers in the State of Texas having a Best’s rating
                of A or better.  Copies of all applicable policies shall be
                forwarded to AT&T.   Platinum represents and warrants
                that on the date hereof the required policies (as described above)
                are in
                full force and effect, provided, however, that with respect to the
                general
                liability policy(ies), Platinum represents and warrants that such
                policy(ies) shall be in effect within (3) three business days after
                the
                Effective Date and prior to any contestant travel related to the
                CBC.  Platinum shall deliver or cause to be delivered to
                AT&T certificates of insurance, and the actual policies (including
                additional insured endorsements) not later than five business days
                after
                the Effective Date, and any renewals or replacement policies thereof,
                within 30 days of binding.  The policies shall expressly provide
                that they cannot be cancelled without prior written notice to
                AT&T.  Platinum agrees that its shall not cancel or amend
                any such insurance policies during the Term, unless it provides AT&T
                with at least thirty (30) days’ prior written notice thereof and
                substitutes a policy in effect that provides equal or greater
                coverage.   

            


    

    


    
      	
              17.

            	
              Reservation
                of Rights.  All rights not herein specifically granted by a
                party to the other party will be and remain the property of the former
                party to be used in any manner as it deems appropriate.  No
                implied rights are granted by this
                Agreement.

            


    

    


    
      	
              18.

            	
              Additional
                Warranties.  In addition to the other warranties and
                representations made by the parties elsewhere in this Agreement,
                each of
                Platinum and AT&T, hereby represents and warrants to the other that
                the entry into this Agreement and its performance hereunder will
                not
                violate any agreement with any third party to which it is a party.
                Platinum hereby warrants to AT&T that it will comply with all
                applicable laws, rules and regulations in connection with its performance
                under this Agreement, including, without limitation, obtaining all
                applicable permits and licenses from, and posting all applicable
                bonds
                with the relevant governmental and legal authorities. Each party
                warrants
                and represents to the other that it has the right, power and authority
                to
                enter into this Agreement, to perform all obligations undertaken
                to be
                performed herein and to grant to the other all rights granted
                herein.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              19.

            	
              Confidentiality.

            


    

    


    
      	
            	
              (a)

            	
              Each
                party recognizes and acknowledges that it may receive certain confidential
                information and trade secrets concerning the business and affairs
                of the
                other party and/or its officers, executives, directors, and affiliates
                which may be of great value to the disclosing party.  Therefore,
                the receiving party agrees not to disclose, unless required by law
                or
                legal order, any such information relating to the disclosing party
                or the
                disclosing party’s personnel or operations, or any idea, project or other
                property being considered for use by the disclosing party or being
                used by
                the disclosing party and/or produced by the disclosing party or any
                of the
                terms or conditions of this Agreement (including this Agreement in
                its
                entirety or any documents delivered in accordance herewith), to any
                third
                party other than the receiving party’s legal and financial advisors who
                need to know such information in order to render services on behalf
                of the
                receiving party and who are under a duty not to disclose such information,
                or in any way use such information in any manner which could adversely
                affect the disclosing party’s business.  If disclosing such
                information in response to a law or legal order, the receiving party
                shall
                give prompt prior written notice to the disclosing party and make
                a
                reasonable effort to protect and/or limit such information from
                unnecessary disclosure or use.

            


    

    


    
      	
            	
              (b)

            	
              The
                provisions of this Section 19 shall not apply to any information
                that, at
                the time of disclosure: (i) was available publicly and not disclosed
                in
                breach of this Agreement; (ii) was known to the receiving party without
                breach of an obligation of confidentiality; or (iii) was learned
                from a
                third party who was not under an obligation of
                confidentiality.

            


    

    


    
      	
              20.

            	
              Termination.
                Without limiting the provisions of Sections 4 and 5, above, either
                party
                shall have the right to terminate this Agreement, without liability
                (excluding any liability for any acts or omissions occurring prior
                to
                termination) hereunder, upon written notice to the other party upon
                the
                occurrence of: (a) a material breach of this Agreement by the other
                party
                that remains uncured following fifteen (15) days after receipt of
                notice
                from the non-breaching party; (b) the filing by the other party of
                a
                voluntary petition in bankruptcy, or the filing of an involuntary
                petition
                in bankruptcy with respect to the other party, and the failure of
                such
                party to cause said petition to be withdrawn or vacated within sixty
                (60)
                days after such filing, or (c) the voluntary dissolution of the other
                party, the other party’s having been found to be unable to pay its debts
                in due course, or the appointment of a trustee to manage the other
                party’s
                business.

            


    

    


    
      	
              21.

            	
              Rights
                After Termination. Upon the expiration or earlier termination of this
                Agreement for any reason, each party’s rights to use the other party’s
                Marks and each party’s rights to refer to AT&T as a "Presenting
                Sponsor” of the CBC will thereupon immediately
                terminate.  Notwithstanding the foregoing, AT&T may continue
                to distribute any printed materials, which materials are in existence
                as
                of the date of such expiration or termination (as applicable), for
                a
                period of thirty  (30) days following the date of such
                expiration or termination (as
                applicable).

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              22.

            	
              Limitation
                of Remedies. EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS OF
                THE PARTIES PURSUANT TO SECTION 15, AND WITH RESPECT TO BREACHES
                OF
                SECTIONS 6, 7 or 19 HEREOF: (a) EACH PARTY’S SOLE REMEDY AGAINST THE OTHER
                FOR LOSS OR DAMAGE ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE
                UNDER
                THIS AGREEMENT WILL BE PROVEN DIRECT, ACTUAL DAMAGES; (b) IN NO EVENT
                WILL
                ANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, RELIANCE, PUNITIVE,
                SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION,
                FOR LOSS
                OF PROFITS) ARISING OUT OF ITS PERFORMANCE OR NON-PERFORMANCE UNDER
                THIS
                AGREEMENT, WHETHER OR NOT THAT PARTY HAD BEEN ADVISED OF THE POSSIBILITY
                OF SUCH DAMAGES AND (c) IN NO EVENT WILL THE CUMULATIVE LIABILITY
                OF ANY
                PARTY, REGARDLESS OF CAUSE OR FORM OF ACTION, INCLUDING CONTRACT,
                TORT OR
                NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY AT&T TO
                PLATINUM PURSUANT TO THE TERMS OF THIS AGREEMENT. AT&T’S VOTING SYSTEM
                AND ALL SERVICES RELATED THERETO AND ASPECTS THEREOF ARE PROVIDED
                ON IN
                “AS IS” BASIS, AND AT&T EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES,
                WITH RESPECT THERETO, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
                WARRANTIES OR WARRANTIES OR MERCHANTABILITY, ACCURACY OR FITNESS
                FOR A
                PARTICULAR PURPOSE.

            


    

    


    
      	
              23.

            	
              Waiver.  The
                failure of any party at any time or times to demand strict performance
                by
                the other of any of the terms, covenants or conditions set forth
                herein
                will not be construed a continuing waiver or relinquishment thereof
                and
                each may at any time demand strict and complete performance by the
                other
                of said terms, covenants and
                conditions.

            


    

    


    
      	
              24.

            	
              Assignment.  Neither
                party may assign its rights and/or obligations under this Agreement
                without the prior written consent of the other
                party.  Notwithstanding the foregoing, either party may assign
                this Agreement in connection with a merger or sale of all or substantially
                all of its assets or capital stock.  Any assignment not
                in compliance with this Section 24 will be void and of no legal
                effect.

            


    

    


    
      	
              25.

            	
              Significance
                of Headings.  Section headings in this Agreement are solely
                for aiding in the speedy location of subject matter and are not to
                be
                given weight in the construction of this Agreement.  In case of
                any question with respect to the construction of this Agreement,
                it is to
                be construed as though such section headings had been
                omitted.

            


    

    


    
      	
              26.

            	
              Entire
                Agreement; Further Assurances.  This writing constitutes the
                entire agreement between the parties with respect to the subject
                matter
                hereof and supersedes all prior or contemporaneous negotiations and
                agreements, written, oral, or implied with respect to such subject
                matter,
                and may not be changed or modified except by a writing signed by
                both
                parties.  No usage of trade or course of dealing between or
                among any persons having any interest in this Agreement will be deemed
                effective to modify, amend, or discharge any part of this Agreement
                or any
                rights or obligations of any party.  The parties shall use all
                reasonable efforts to take, or cause to be taken, all appropriate
                action,
                do or cause to be done all things necessary, proper, or advisable
                under
                applicable law, and to execute and deliver such documents and other
                papers, as may be required or reasonably requested to give effect
                to the
                provisions of this Agreement.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              27.

            	
              Independent
                Contractors.  This Agreement does not constitute and will
                not be construed as constituting a partnership or joint venture between
                AT&T and Platinum and neither party shall assume or create any
                obligation on behalf of or in the name of the other.  For
                avoidance of doubt, the parties shall be deemed independent contractors
                under this Agreement.

            


    

    


    
      	
              28.

            	
              Governing
                Law; Jurisdiction; Severability.  This Agreement is to be
                governed by and construed according to the laws of the State of Texas
                excluding its conflicts of law principles. If any term of this Agreement
                is invalid or unenforceable under any applicable statute, regulation,
                ordinance, executive order, or other rule of law, such term shall
                be
                deemed reformulated in a manner that most closely reflects the parties
                original intentions as set forth in this Agreement, but only to the
                extent
                necessary to comply with such statute, regulation, ordinance, order,
                or
                rule, and the remaining provisions of this Agreement shall remain
                in full
                force and effect.  Any claim or cause of action hereunder shall
                be brought only in a Federal District Court of appropriate jurisdiction
                located in Texas.  If an action shall be commenced in any other
                court, the parties expressly agree to a change of venue to one of
                the
                court(s) prescribed above.

            


    

    


    
      	
              29.

            	
              Survival.  Sections
                1 and 12 through 32 shall survive the expiration or earlier termination
                of
                this Agreement.

            


    

    


    
      	
              30.

            	
              Force
                Majeure.If
                the performance by any party of any obligation set forth in this
                Agreement
                is prevented by an act of God or nature, act of war, act of terrorism,
                or
                similar contingency or unexpected event, or for any other cause or
                causes
                beyond the control of any party, any such occurrence will be considered
                a
                valid excuse for delay in the performance of the affected party’s
                obligations hereunder, provided, however, that in the case that the
                CBC is
                cancelled because of a force majeure event, Platinum agrees to reschedule
                and hold such CBC within ninety (90) days at the original location
                or at a
                location selected by Platinum Studios, subject to the approval of
                AT&T, not to be unreasonably
                withheld.

            


    

    


    
      	
              31.

            	
              Press
                Release;  Non-Disparagement.  Promptly following the
                Effective Date, the parties shall mutually agree upon a press release
                announcing the sponsorship contemplated by this
                Agreement.  During the Term, neither party shall, in any manner
                or in any media, make any statements that are disparaging, or that
                are
                otherwise derogatory, regarding the other party or its
                business.

            


    

    


    
      	
              32.

            	
              Counterparts;
                Facsimile Signatures. This Agreement may be executed in counterparts,
                each of which shall be deemed an original.  Facsimile signatures
                shall be deemed to be originals for all
                purposes.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be
      executed as of the date first above written.

     

    
      	 	AT&T
              OPERATIONS, INC. 	 	 	PLATINUM
              STUDIOS, INC.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
              /s/
                Carrie A.
                Lam

            	 	By:	
              /s/
                Brian
                Altounian 

            	 
	 	
              Carrie
                A.
                Lam

            	 	 	
              Brian
                Altounian
                

            	 
	 	
              Senior
                Contract Manager

              On
                behalf of John Howell,
                Director

            	 	 	
              President
                /
                COO

            	 


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    


    Exhibit
      A

    


    APPROVED
      PROMOTIONAL OUTLETS

    


    


    


    COMIC
      OUTLETS

    


    Comic
      news/events/topic websites:

    


    www.wizard.com

    www.comiclist.com

    www.comicbuyersguide.com

    www.animenewsnetwork.com

    www.mania.com

    www.comicbookresources.com

    www.newsarama.com

    www.awn.com

    www.bamcc.net

    www.kidscreen.com

    www.csnsider.com

    www.comic-news.com

    www.comicshopplus.com

    www.comicbooknews.com

    www.geekmonthly.com

    www.animationmagazine.net

    www.fanboyplanet.com

    www.comicsnexus.com

    www.ign.com

    www.buzzscope.com

    www.scifidimensions.com

    www.returntocomics.typepad.com

    www.quickstopentertainment.com

    www.scifispace.com

    www.comicnewsi.com

    www.icv2.com

    www.comic2film.com

    www.comicon.com

    www.weblogs.variety.com/bags_and_boards

    www.animationworldnetwork.com

    www.superherohype.com

    www.yirmumah.com

    www.komikwerks.com

    www.djcoffman.com

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    National
      Outlets:

    


    National
      Print/TV/Web outlets:

    


    NY
      Times
      / NY Times Syndicate

    USA
      Today
      / Gannett Syndicate

    Los
      Angeles Times / LA Times Syndicate

    Yahoo!
      /
      Yahoo! Finance

    AOL

    People

    Entertainment
      Weekly

    US
      Weekly

    Entertainment
      Tonight

    The
      Insider

    Access
      Hollywood

    Extra

    MTV
      News

    G4
–
      “Fresh Ink”

    DigiCast

    Animation
      Magazine

    


    


    Regional
      Outlets:

    


    Regional
      Print/TV/Web outlets:

    


    NBC
      7/39
      San Diego

    Los
      Angeles Daily News

    San
      Diego
      Union Tribune

    Chicago
      Tribune

    realLA
      /
      realLA.com

    Houston
      Chronicle

    Pittsburgh
      Post Review

    Pittsburgh
      Tribune Review

    San
      Diego
      Downtown News

    OCRegister.com

    BellevilleNewsDemocrat.com

    Connellsville
      Daily Courier

    FortWayne.com

    InterestAlert.com

    KRON-TV4.com

    Seattle
      Post Intelligencer / Seattlepi.com

    Ventura
      County Star

    Herald
      Standard

    Wichita
      Eagle

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
 

    Exhibit
      B

    


    Form
      of
      Contestant Agreement and Release

    


    [To
      be attached]

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Exhibit
      C

    


    Official
      Rules

    


    [See
      attached]

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    Exhibit
      D

    


    CBC
      Logo