**Exhibit 10.32**

 

**THISAGREEMENT** is made this 28th day of November 2005

 

**BETWEEN:**

 

(1)                                  **19****RECORDINGS LIMITED**of 33 Ransome’s Dock, 35-37 Parkgate Road, London SW11 4NP (“19”) and

 

(2)                                  **RONAGOLD LIMITED** of Bedford house, (69-79 Fulham HighStreet. London SW6 3JW (“Ronagold”).

 

**WHEREAS**

 

(A)                              Referenceis made to the following agreements:

 

(i)                                   between19 and Ronagold dated 8th February 2002 (“the Agreement”) as thesame has been amended by clauses 15 to 18 and Exhibit B of the agreementbetween 19 and Ronagold and BMG UK & Ireland Limited dated 14thOctober 2004 (“the Settlement Agreement”) (the Agreement and the SettlementAgreement shall together be called “the Original Agreement”);

 

(ii)                                between19 and 19 TV Limited and Simco Limited t/a Syco Music (“Syco”) and 19Entertainment Limited and CKX UK Holdings Limited and Sony BMG Entertainment(UK) Limited dated of even date herewith (“the Syco Agreement”).

 

(B)                                Theparties have agreed to vary and supplement the terms of the Original Agreementon the terms contained herein.

 

NOW IT IS AGREED as follows:

 

1.1                               Inconsideration of the sum of one pound (£1) paid by Ronagold to 19 (receipt ofwhich 19 hereby acknowledges) (and other good and valuable consideration thevalidity and sufficiency of which 19 hereby acknowledge) 19 hereby agrees toextend the terms of clause 3 of the Agreement so as to give and grant to theROW Designee in each Relevant Territory (excluding the UK and USA) the optionto become the Local Record Company in relation to further Series beyond the fourthSeries in such Relevant Territory in accordance with clause 2 below.

 

1.2                               Thesaid option shall apply to each Qualifying Series for each Relevant Territory(on a Qualifying Series by Qualifying Series and Relevant Territory by RelevantTerritory basis).

 

1.3                               Forthe purposes hereof “Qualifying Series” shall mean each Series in each RelevantTerritory (after the first, second, third and fourth Series which are dealtwith in the Original Agreement) made during the Term of the Syco Agreement (asdefined therein) PROVIDED THAT if the Term expires during production of aparticular Series in any Relevant Territory then if more than fifty per cent(50%) 

 

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of thetelevision programmes in such Series have been made during the Term then suchSeries shall be a Qualifying Series.

 

2.1                               19hereby grants to ROW Designee for a Relevant Territory an exclusive irrevocable(subject to clause 13 of the Agreement) option to designate the Local RecordCompany in relation to each Qualifying Series in such Relevant Territory (an aQualifying Series by Qualifying Series and Relevant Territory by RelevantTerritory basis) upon the same terms and conditions (set out in clauses 3.2 to3.10 of the Agreement as amended) as for the first Series in that RelevantTerritory.

 

2.2.                            All otherterms and conditions of the Original Agreement shall apply as if the optionscontained herein for additional Series beyond the fourth Series in eachRelevant Territory were contained in the Original Agreement in the first place(save as the same may be expressly varied herein).

 

3.                                     Theparties agree to further vary and amend the terms of the Original Agreementwith effect from the date hereof as follows:-

 

3.1                               clause12.2 shall be amended so that “the Group” shall in lieu of the 19 ManagementLimited group of companies refer to the 19/CKX UK Holdings group of companies;

 

4.                                     Theparties further agree to clarify and confirm the following matters:

 

4.1                               inclause 18 of the Settlement agreement the Override Royalty for singles andaudio visual devices (including DVD’s) of recordings referred to therein shallhe a flat rate of six per cent (6%) with a twenty- five per cent (25%)packaging deduction;

 

4.2                               wherethe Local Record Company for a particular Relevant Territory has beendesignated then in respect of further Series in such Relevant Territory 19shall simultaneously serve the notice specified in clause 3.2 of the Agreementon both Ronagold and the ROW Designee concerned and either Ronagold (on behalfof the ROW Designee) or the ROW Designee may exercise the option in clause 3.1.

 

5.1                               Wordsand phrases used herein shall unless separately defined herein bear themeanings attributed thereto in the Original Agreement.

 

5.2                               “RelevantTerritory” shall mean the country or countries for which Television Rights aregranted to a Local TV Company but excluding any such countries in which aSeries has been broadcast prior to the date hereof in respect of which Ronagoldhas failed to exercise its right to designate the Local Record Company in suchSeries pursuant to clause 3.1 of the Agreement or in respect of which the ROWDesignee has failed to exercise its right to become the Local Record Companyfor a subsequent Series in such country.

 

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6.                                     Saveas varied and supplemented herein the Original Agreement shall remain in fullfarce and effect.

 

7.                                     Thisagreement shall be governed by the laws of England whose courts shall haveexclusive jurisdiction.

 
| IN WITNESS WHEREOF         |       |   |
|----------------------------|------------|--------|
|                       |       |   |
| SIGNED by                  |       | )      |
|                       |       | )      |
|                       |       | )      |
| /s/                        |       | )      |
| for and on  behalf of)     |       | )      |
| **19  RECORDINGS LIMITED** | ** ** | )      |
| in the presence  of:-      |       | )      |
|                       |       |   |
| SIGNED by                  |       | )      |
|                       |       | )      |
|                       |       | )      |
| /s/                        |       | )      |
| for and on  behalf of)     |       | )      |
| **RONAGOLD  LIMITED)**     |       | )      |
| in the  presence of:-      |       | )      |
|                       |       |   |
| /s/                        |       |   |

 

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