Unassociated Document


    
      

      

    

    Exhibit
10.1

     

    ASSET PURCHASE
AGREEMENT
between
LUX DIGITAL PICTUTES INC.
(a Wyoming
corporation)
and
LUX DIGITAL PICTURES, GmbH,
(a German Registered
Company)

     

    THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated June
1, 2008, between related “sister” Company’s Lux Digital Pictures GmbH, a German
Registered Company, (“Seller” herein) and Lux Digital Pictures Inc., a Nevada
corporation, (“Buyer” herein), is made with reference to the following
provisions, and shall be effective upon payment of the Purchase Price and
execution of this Agreement.

     

    RECITALS

     

    A.    The Seller owns
certain motion picture rights, copyrights and licenses as well as certain
“brands” and “business concepts” and certain rights to ongoing business and
contracts as more fully detailed in Schedules “A”, “B”, “C” and “D” attached
hereto and made part of this Agreement (“Assets”).

     

    B.     Seller
desires to transfer and sell the Assets and the Buyer desires to acquire the
Assets and assume all of Seller’s right, title and interest in and to the Assets
and Seller is agreed to accept shares of common stock in the Buyer as full
consideration for the Assets.

     

    C.     The Buyer and
Seller agree that upon execution of the document and payment of the Purchase
Price, title to the Assets shall immediately pass to Buyer and Buyer shall have
complete use, control and benefit of the Assets and Seller shall become the
majority and controlling shareholder of Buyer.

     

    AGREEMENT

     

    NOW, THEREFORE, in consideration of the mutual agreements,
warranties and representations contained in this Agreement, the parties hereby
agree as follows.

     

    Incorporation of Recitals

     

    The recitals and prefatory phrases and paragraphs set forth
above are hereby incorporated in full and made part of this
Agreement.

     

    
       

      
        
          
          

        

        
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    ASSET PURCHASE AND CONSIDERATION

     

    1.     Assets. Seller
agrees to sell and transfer, and Buyer agrees to purchase the Assets free and
clear of all liens, claims and encumbrances, except solely for the assumption of
Seller’s obligations to complete two (2) feature documentary motion pictures and
for any guild residuals or profit participations that may be due, in connection
with the motion picture rights and licenses acquired hereunder, and as more
fully detailed in the Schedules attached hereto. 

     

    4.     Assignment of
Rights. Seller will assign and Buyer will accept and assume all of Seller’s
rights, title and interest in and to the Assets and any contracts in connection
therewith.

     

    5.     Purchase Price. The
purchase price for the Assets shall be the issuance by Buyer to Seller of
38,000,000 shares of Buyer’s common stock and 2,500,000 shares of Buyers
preferred stock (“Shares”).

     

    6.     Execution and
Closing. The consummation of the transaction contemplated by this Agreement
shall occur immediately upon the execution of this Agreement and the receipt of
Seller of the Shares at which time Buyer shall be delivered all required
materials in connection with the conveyance of the Assets and at which time
Buyer shall assume full control of the Assets.

     

           
After execution of this Agreement, Seller will provide, at its own expense, full
delivery to Buyer of any and all materials, elements, agreements and physical
properties and materials that may be required herein for Buyer to effectively
and efficiently assume all right, title and benefits of the acquired Assets.
Should it be required by Buyer, the Seller shall provide assignments, such bills
of sale and instruments of transfer and conveyance as shall be reasonably be
required by Buyer for the transfer to Buyer of all right, title and interest of
Seller in and to the Assets. The parties shall also deliver to each other such
officer certificates and other instruments as may be reasonably required to
effect the transaction contemplated herein.

     

    ASSET LIABILITY, BUYERS REPRESENTATIONS AND ISSUANCE OF
SHARES

     

    7.     Asset Liability.
Buyer shall not assume or be responsible for any liabilities or obligations of
Seller, except for those assumed obligations described herein, including without
limitation, any liabilities which Seller was obligated to satisfy prior to
execution Date, or for any tax liability of the Seller . Buyer shall take all
Assets transferred by this Agreement free of any liens, claims, and encumbrances
existing or claimed to exist on the Assets.

     

     

    
      
        
        

      

      
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    8.     Buyers
Representations. The Seller acknowledges and agrees that the Shares being issued
to Seller hereunder, as the Purchase Price, are being issued by the Buyer as a
private Company and there shall be no tradable exchange for the Shares unless
and until Buyer makes successful filings with the SEC and FINRA to allow Buyers
common stock to be traded in the public market. Seller further acknowledges that
it understands that it is the Buyers intent to make such filings but that Buyer
has no obligation, whatsoever, to Seller or anyone related to Seller to make any
such filings and it shall do so in its sole discretion and judgment. In the
event that Buyer eventually becomes a publicly traded Company Seller
acknowledges that the Shares issued to Seller hereunder will be issued in
accordance with rule 144 of the Securities Act and, as such, Seller further
acknowledges and agrees that all Shares issue hereunder will be “restricted
securities” within the meaning of the Securities Act.

     

    9.     Issuance of Shares.
The Seller acknowledges that the Buyer has not agreed and has no obligation to
register the resale of the Shares under the Securities Act. Seller acknowledges
and agrees that any and all certificates representing the Shares, to be issued
hereunder, may be endorsed with restrictive legends. Seller acknowledges that it
is a related Company to Buyer and is, therefore, familiar with the details of
Buyer’s financial condition and that Seller represents that it is sophisticated
and experienced in financial matters and that the Shares being issued hereunder
are for Seller’s own account and that the issuance of the Shares have not been
reviewed by the SEC or any securities regulatory authorities.

     

    OTHER REPRESENTATIONS OF THE SELLER’S AND BUYER

     

    10.       Other
Representations of the Seller. Seller hereby represents and warrants to Buyer as
follows:

     

    (a)       Title to
the Purchase Assets. Seller is the lawful owner and has good and marketable
title to all of the Assets and hereby grants indemnification unto Buyer and its
successors and assigns against claims of any third parties. Seller is a duly
authorized corporation under the laws of Germany, validly existing and in good
standing. This Agreement has been duly authorized by the Board of Directors of
Seller and constitutes the binding and enforceable obligation of Seller. Seller
has authority to sell and transfer the Assets, which are free and clear from any
liens or encumbrances. Additionally, Seller has received all consents regarding
the acquisition from any entities whose consents are necessary, including but
not limited to, any and all governmental regulatory agencies whose consents are
necessary, holders of notes, company affiliates, and corporate
consents.

     

     

    
      
        
        

      

      
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    (b)       Seller’s
Liabilities. Seller represents that it does not have any liability or obligation
(direct or indirect, contingent or absolute, known or unknown, mature or
unmatured of any nature whatsoever, whether arising out of contract, tort,
statute or other (“Liabilities”), except: (i) as specifically disclosed in a
Schedule hereto to be provided to the Seller on or before the date hereof, which
is incorporated herein by reference; (ii) liabilities incurred in the ordinary
course of business which will not individually or in the aggregate be materially
adverse to, or result in a material increase in the current or long term
liabilities or obligations of Seller . To the best knowledge of the Seller, upon
due inquiry, there is no basis for assertion against Seller of any
liabilities.

     

    (C)       Compliance with
Laws. Seller has complied with and is not in default under any applicable law,
ordinance regulation or order, the violation of which would materially and
adversely affect the Assets. There is no litigation proceeding or investigation
pending or known to be threatened which might materially and adversely effect
the Assets.

     

    (d)       Taxes. Seller has
duly filed all federal, state, local, and foreign tax returns, if any, necessary
to be filed by it and has duly paid all taxes (including any interest or
penalties) which are or will be due or payable with respect to taxes. There are
no known or proposed penalty, interest or deficiency assessments with respect to
taxes that require payment by, relate to or could adversely affect the purchased
Assets.

     

    (e)       Completeness of
Statements. No representation or warranty in this Agreement and no statement set
forth in any schedule attached hereto contains any untrue statement of any
material fact, or omits to state any material fact necessary to make the
statements contained therein not misleading.

     

    (f)        Operation in the
Ordinary Course. During the period of Seller’s ownership up and to and including
the date hereof: (i) there has been no damage destruction or loss or any event
materially adversely affecting the Assets, and (ii) there has been no sale or
other disposition of the Assets except as disclosed herein.

     

    11.      
Representation and Warranties of the Buyer. Buyer represents and warrants to
Seller that Buyer is a corporation duly organized, validly existing and in good
standing under the laws of Wyoming, and this agreement has been duly authorized
by the Board of Directions of Buyer and constitutes the valid binding and
enforceable obligation of the Buyer . 

     

     

    
      
        
        

      

      
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    12.       Notice of Default.
In the event of default by either party, the non-defaulting party shall provide
written notice of default to the defaulting party. Such notice of default shall
provide ninety (90) days for the defaulting party to cure the
default.

     

    13.       Commissions and
Finder’s Fees. Buyer and the Seller each hereby represent and warrant that
neither of them have retained or used the services of any individual, firm or
corporation in such manner as to entitle such individual, firm or corporation to
any compensation for broker’s or finder’s fees with respect to the transactions
contemplated hereby for which the other may be liable.

     

    14.       Governing Law. By
executing this Agreement, the parties agree that this Agreement shall be
governed by and construed in accordance with the laws of the state of Wyoming.
It is the intention of the parties that this Agreement and any dispute arising
out of this agreement be governed and construed, by any Court or judicial body,
under the laws of Wyoming. Furthermore the parties recognize and declare that
Wyoming has the most significant relationship to this Agreement and any dispute
that may arise from it and that any other claimed venue or claimed jurisdiction
has no legitimate interest in this Agreement or any dispute arising
from.

     

    15.       Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the
respective successors of Seller and Buyer and their assigns. Buyer may freely
assign its rights under this Agreement without the consent of Seller or any
party related to Seller.

     

    16.       Entire Agreement.
This Agreement sets forth the entire Agreement and understanding of Seller and
the Buyer with respect to the subject matter hereof and supersedes all prior
contemporaneous written or oral agreements, understandings or representations
which are not specifically contained herein. The parties hereto are related
parties and the Agreement was drafted by a related party and they therefore
consent that the terms of this Agreement shall not be construed for or against
either party. This Agreement may be amended or modified only by a written
instrument signed by Seller and the Buyer or their successors in
interest.

     

    17.       Disputes. The
parties agree to attempt to resolve any claim or dispute arising out of or
relating to this Agreement by mediation and good faith reasonable negotiation
prior to resorting to litigation or other judicial process. In the event this
Agreement is placed in the hands of an attorney for enforcement, the prevailing
party shall be entitled to recover court costs and their reasonable attorney
fees.

     

     

    
      
        
        

      

      
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    18.     
 Publicity. Prior to the Closing Date, no notices to third parties
(including press releases) or to any employees, suppliers or customers of Buyer
or Seller (other than key management and other persons whose knowledge is
required), shall be made by any party hereto unless mutually agreed to, planned
and coordinated jointly among the parties hereto except as may be required by
regulatory bodies.

     

    19.       Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same Agreement.

     

    20.        No Third Party
Beneficiaries. The terms and provisions contained in this Agreement (including
the documents and the instruments referred to herein) are not intended to confer
upon any person other than the parties and any successor in interest of the
parties hereto any rights or remedies hereunder.

     

    21.       Further Assurances.
From and after the date of execution, upon the request of any party, the other
party shall do, execute, acknowledge and deliver all such further acts,
assurances, deeds, assignments, transfers, conveyances  and other
instruments and papers as may be reasonably required or appropriate to carry out
the transactions contemplated by this Agreement.

     

    22.       Amendment. This
Agreement maybe amended, or any provision of this Agreement may be waived,
provided that any such amendment or waiver is set forth in a writing executed by
Seller and Buyer or their assigns or respective successors in interest. No
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 person under or by reason of
this Agreement.

     

    23.     
 Waiver. No waiver by either party of any breach of a provision of this
Agreement shall be a waiver of any subsequent breach, whether of the same or a
different provision of this Agreement.

     

    IN WITNESS WHEREOF, Seller and Buyer have executed this
Agreement as of the date first above written.

     

     

    
      	
               

               

            	
               

               

            	
               

               

            
	
              BUYER :

            	
            	
              SELLER’S :

            
	
              Lux Digital Pictures Inc

            	
               

            	
              Lux Digital Pictures, GmbH

            
	
              By

            	
               

            	
               

            
	
              Mr. Ingo Jucht

            	
               

            	
              Mr. Ingo Jucht

            
	
              CEO

            	
               

            	
              Managing Director

            
	
              Witness:

            	
               

            	
              T. Joseph Coleman

            


    

     

     

    
      
        
        

      

      
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    SCHEDULE “A”

     

    To the Agreement dated June 10, 2008 by and between Lux
Digital Pictures, Inc (“Buyer”) and Lux Digital Pictures GmbH
(“Seller”)

     

    ASSETS

     

    
      
        	
                 

                 

              	
                 

                 

              
	
                1) 

              	
                All of Sellers right, title and interest in and to the
      motion picture “Night of the Living Dead 3D” including, but not limited
      to, the assignment of its copyright, all underlying agreements and
      properties, all licenses, contracts and agreements, logos, domain names,
      web sites, physical and marketing materials, goodwill and any and all
      other right, title and interest not specifically described
      herein.

              
	
                2) 

              	
                Specific assignment of all of Seller’s right, title and
      interest under Seller’s agreement with Lions Gate Films, Inc, for the
      picture “Night of the Living Dead 3D”, dated August 23, 2006 and attached
      hereto as Schedule “B”.

              
	
                3) 

              	
                Specific assignment of all of Seller’s right, title and
      interest under Seller’s agreement with Showcase Entertainment, Inc, for
      the picture “Night of the Living Dead 3D”, dated September 16, 2006 and
      attached hereto as Schedule “C”.

              
	
                4) 

              	
                All of Seller’s right, title and interest in and to the
      “brands” and “business concepts”: “Midnight Movies”, “New Broadway
      Cinema”, “DigiTheater” and “ShortSceams” inclusive of all copyrights and
      trademarks, the rights to use names and logos and all goodwill. All of
      Seller’s right, title and interest in and to two (2) partially completed
      feature length documentary feature motion pictures: “Nightmares in Red,
      White and Blue” and “American Grindhouse” acquired by Seller under its
      agreement with Midnight Movies Entertainment, Inc dated April 14. 2008 and
      attached hereto as Schedule
“D”.

              


      

    

     

     

    
      
        
        

      

      
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      AGREEMENT

      "NIGHT
OF THE LIVING DEAD 3D"

       

      This agreement
(the "Agreement") is made and entered into as of August 23, 2006, by and between
Lux Digital Pictures GmBH (individually and collectively, "Grantor") and Lions
Gate Films Inc. ("LGF") with respect to that certain motion pictures presently
entitled  "Night of the Living Dead 3D". 

      
        
          

        

      

       

      1.         Picture: The "Picture" shall mean
that certain motion picture presently entitled
"Night of the Living Dead 3D" and any and all
versions thereof and all "bloopers", footage, trims and outtakes thereof
(including, without limitation, the
Director's Cut and the Final
Cut and any and all versions of each of me foregoing, all versions rated by the
Motion Picture Association of America and unrated
versions of the Picture, "behind the scenes", "making of and any and all other
documentary or short films concerning the Picture, and all footage, "bloopers",
trims and out-takes of each of me foregoing),
produced by, on behalf of or at Grantor's direction, in the year 2006,
starring Briaima Brown, Joshua DesRoches, Johanna Black, Sid Harig and Greg
Travis in the principal lead and supporting roles and directed by Jeff
Broadstreet. Grantor shall only be required to Deliver such "behind the scenes",
"making of and other documentary and short films concerning the Picture, and
such footage, "bloopers" trims and outtakes of the Picture as are available,
except as otherwise set forth in the Delivery Schedule with respect to
Television Cover Shots.

       

      2.         Territory:
The 'Territory" shall mean and include each of the following: (a) United States
of America (including but not limited to, Guam, Saipan, Midway Island, the Trust
Territory Islands, the Caroline Islands, the Marshall Islands, the Virgin
Islands, Puerto Rico and American Samoa) ("U.S."), its territories, possessions,
trusteeships and commonwealths and all military bases, ships at sea, airlines
and oil rigs flying the flag or serviced from of the U.S., (b) Bermuda and the
Bahamas Islands. 

       

      3.          Rights
Granted; Release Commitments:

       

      a.        
Rights
Granted to LGF: Grantor hereby grants to LGF, on an exclusive basis, all
jigjnis
in and to the Picture and the underlying material with respect thereto,
under copyright and otherwise, in all languages and in all media, whether now
known or hereafter devised, including, without limitation, all Non-Theatrical,
Home Video, Television, and ancillary and derivative rights in and to the
Picture, by all methods of delivery, whether now know or hereafter devised,
including without limitation, all Internet Delivery Mechanisms, all as such
rights may be more
specifically defined in Schedule
"A", which is attached
hereto and incorporated herein by Has
reference (collectively, the "Rights*), but expressly excluding the
Copyright, all rights in and to
all sequels, prequels and remakes of the
Picture, and the Theatrical, Merchandising, Soundtrack, Music Pubhshjng,
Literary Pubtishing and Electronic Publishing Rights in and to
the Picture (collectively, the "Reserved Rights'^) and all rights to all
sequels, prequels and remakes of the
Picture, regardless of form
(e.g., theatrical, made for cable, episodic television, etc.). Without
limiting
me generality of the foregoing, the Rights granted to LGF hereunder shall
include, without limitation, the exclusive right to market, advertise, promote
and publicize the Picture in all media, whether now known or hereafter
devised.

       

      
        
           

          
            
              
              

            

            
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      b.         Grantor's Theatrical Release Commitment Grantor
shall cause a theatrical release of the Picture in the Territory prior to LGF
8
initial Home Video Street Date of the Picture in the Territory and in no
event later than November 10,2006. Such theatrical release shall occur on no
fewer than three hundred fifty (350) screens in its initial release and shall
have no fewer than five hundred (500) playdates. Without limiting the generality
of the foregoing, Grantor shall spend no less than One Million Dollars
($1,000,000.00) in actual, direct, out-of-pocket, third party print and
advertising costs in connection with such theatrical release.

       

      c.         LGF
Marketing: Subject to timely and complete Delivery (and LGFs acceptance) of the
Picture, LGF shall cause a trailer of the Picture to appear on Video Devices of
other motion pictures)
distributed by LGF, the number and selection of which shall be determined
by LGF in its sole discretion. LGF shall market the Picture in accordance with
its good faith business judgment and standard business practices. Without
limiting the generality of the foregoing, LGF shall meaningfully consult with
Grantor with respect to the top sheet of the marketing budget for the initial
Home Video release of the Picture in the Territory. Without limiting the
generality of the foregoing, LGF shall consult with Grantor with respect to
thelselection of the initial Home Video Street Date of the Picture in the
Territory.

       

      d.         Remakes.
Prequels &
Sequels:
LGF shall have a right of first negotiation (for a period of thirty (30) days
commencing on LGFs receipt of the Negotiation Elements), and a right of first
refusal (with respect to offers that are equal to or less than one hundred fifty
percent (150%) of LGFs best financial offer) for a period of thirty (30)
days commencing on LGFs receipt of the material financial terms of any
agreement which Grantor is prepared to accept, with respect to the distribution
of each and every remake, prequel and sequel of the Picture, regardless of form
(e.g., theatrical, made-for-cable, episodic television, etc.). LGFs first
refusal rights shall revive and apply to each and every further offer which
Grantor is prepared to accept and shall continue in full force and effect so
long as Grantor retains any right, title or interest in and to the applicable
rights. Without limiting the generality of the foregoing, LGFs first negotiation
and first refusal rights shall revive and apply each and every time one of the
Negotiation Elements (as mat term is defined below) changes in any material
respect (unless the Negotiation Elements) change after an agreement with a third
party has been executed, subj ect to any reversion of rights to Grantor, as in
the case of a turnaround provision). As used herein, the term "Negotiation
Elements" shall mean written notice from Grantor that includes all of the
following: (a) a copy of the most recent draft of the script, (b) a list of
principal cast and any and all other material attachments (e.g., writer,
director and producer attachments, etc.), (c) a copy of the budget of such
production, and (d) the most recent cut of such production.

       

      e.         Reserved
Rights Participation: Grantor represents and warrants to LGF that it has
entered into agreements with third parties for the exploitation of each of the
Reserved Rights, other man the remake, prequel and sequel rights in and to the
Picture. One hundred percent (100%) of all monies received by or credited to the
account of Grantor (or the parent of Grantor or
a wholly owned subsidiary or a wholly owned affiliated entity of Grantor) from
the eixploitation of the Reserved Rights (other than the remake, prequel and
sequel rights in and to the Picture) shall be allocated and paid Eighty Percent
(80%) to Grantor and Twenty Percent (20%) to LGF. LGF shall be copied on all
reporting statements rendered to Grantor with respect to each of the Reserved
Rights within five (5) business days of Grantor's receipt of such reporting
statement. If Grantor self-distributes any of the Reserved Rights at any point
during the Term, Grantor shall render accounting statements and payments to LGF
under the same terms and conditions as LGF is required to render accounting
statements and payments to Grantor pursuant to paragraph 12 below. LGF shall be
entitled to the same audit rights as are accorded to Grantor pursuant to
paragraph 13 below.

       

       

      
        
          
          

        

        
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      4.         Term:
The Term"offhis Agreement shall commence as of the date first written above and
shall terminate Twenty-Five (25) years from complete Delivery of the Picture to
LGF in accordance with the Delivery Schedule plus an additional six (6) month
exclusive sell-off period Without limiting the generality of the foregoing, LGF
shall have a right of first negotiation and a right oflast refusal with respect
to any extensions of the Term hereof.

       

      5.         Minimum
Guarantee: None.

          

      6.       
 Grantor's
Participation; Distribution Fees:

       

      a.         Grantor's
Participation: From One Hundred Percent (100%) of all monies received by
LGF on a non-refundable basis from the exploitation of the Picture in all media,
LGF shall be entitled to deduct the following on a continuing basis and in the
following order: (i) LGFs Distribution Fee for all media, and (ii) LGPs
Distribution Expenses (as that term is defined hereinbelow) plus Interest. AH
revenues remaining after the foregoing deductions shall be referred to herein as
"AGR". Grantor shall be entitled to receive One Hundred Percent (100%) of the
AGR. That portion of the AGR allocated to Grantor pursuant to this paragraph
shall be referred to herein as "Grantor's Participation". LGF shall be entitled
to cross-collateralize all revenues from all media for the purposes of recouping
LGFs recoupable Distribution Expenses plus Interest

       

      b.         LGFs
"Distribution Fee" shall equal Twenty Percent (20%) of One Hundred Percent
(100%)
of all Gross Receipts received by LGF from the exploitation of the Picture in
all media throughout
the Territory.

       

      c.          As used
herein, "Distribution Expenses" shall mean, with respect to all rights granted
to LGF
hereunder, one hundred percent (100%) of the aggregate of all actual, direct,
out-of-pocket, third
patty costs expended or incurred by LGF in direct connection with the
distribution and exploitation
of the Picture throughout the Territory in all media, including, without
limitation, all DLT
Creation Costs, and all conversion, manufacturing, duplication, shipping,
marketing, advertising,
promotion and publicity costs, and all costs to complete Delivery of the Picture
(to the
extent (i) LGF elects to cure any failure of Grantor to complete Delivery of the
Picture in accordance with the Delivery Schedule and/or
(ii) LGF is required to take "access" to any Delivery
Materials pursuant to the Delivery Schedule; and/or fiii) Grantor is not
required to deliver such elements under the Delivery Schedule).

       

      
        
           

          
            
              
              

            

            
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      7.         Delivery:
Grantor shall Deliver, at Grantor's sole cost and expense, all Initial Delivery
Materials (as that term is defined in the Delivery Schedule) to LGF on or before
October 16, 2006 (the "Initial Delivery Date") and all Delivery Materials set
forth in the Delivery Schedule mat are required to constitute complete Delivery
on or before October 30,2006 (the "Complete Delivery Date"). The Initial
Delivery Date and the Complete Delivery Date shall be individually and
collectively referred to herein as the "Delivery Date". Without limitation to
those requirements set forth in the Delivery Schedule, all documents required to
be Delivered to LGF pursuant to the Delivery Schedule shall be Delivered in the
English language. It is the essence of this Agreement that Grantor Deliver both
the 3D version of the Picture as well as the 2D version of the Picture in
accordance with the Defivery Schedule.

       

      a          Running
Time: The Picture shall be Delivered to I/jF
have a running time of not less than eighty (80) minutes, nor more than
one hundred ten (110) minutes, inclusive of main and end titles.

       

      b.         Rating:
The Picture shall be delivered to LGF having been judged to receive a rating by
the M.P.A.A. that is no more restrictive man "R".

       

      8.         Credits;
Editing: LGF shall have the right to cut, edit, change or add to, delete from or
revise the Picture, including the title, for M.P-A.A. rating purposes, to meet
Television broadcaster standards, practices and timing requirements, to obtain
distribution opportunities (e.g., the creation of an airline and/or ship version
of the Picture, the creation of downloadable episodes (e.g., i-tunes downloads),
and as required by law, court order, and in settlement of a dispute. Subject
only to Grantor's third party contractual restrictions delivered to LGF,
Grantor's credit, and/or any guild restrictions which Grantor has informed LGF
are applicable to the Picture in writing prior to the execution of this
Agreement, LGF may, in its sole discretion, determine and arrange the placing
and size of credits including credits above the title and/or above the artwork
tide. Without limiting the generality of the foregoing, LGF shall have the right
to place its name and logo on all materials concerning the Picture, including,
without limitation, in the main and end credits of the Picture (e.g., LGFs
customary presentation credit), in the billing block, and on all advertising
materials. It is the essence of this Agreement that Grantor Deliver written
notice of all credit, name and likeness obligations and restrictions and all
third party contractual approval and consultation rights to LGF in writing on or
before the Initial Delivery Date. Without limiting the generality of the
foregoing, in the event that a performer or other agreement containing a credit,
name and/or likeness provision or approval or consultation right is unexecuted
as of such Initial Defivery Date, then Grantor shall deliver the most recent
draft of such agreement to LGF and LGF shall have the right to rely thereon.
Without limiting the generality of the foregoing, in the event that a performer
or other agreement obtaining a credit, name and/or likeness and/or approval or
consultation provision is unexecuted as of the Initial Delivery Date, then any
and all contractual credit, name and likeness obligations and restrictions and
approval rights negotiated after such Delivery Date must be approved by LGF in
writing prior to Grantor entering into any agreement with respect thereto. LGF
shall not remove any credit
or copyright notice appearing on screen as the Picture is Delivered to LGF
except as follows: (1) to
comply with a court order or the order of an arbitrator or mediator, (ii) as
required in settlement of a dispute, or (iii) as required by law. 

       

      
         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

      

                  No casual or
inadvertent failure by LGF or any third party to comply with any credit, name or
likeness obligation or restriction, or to comply with any approval or
consultation right, shall be deemed a breach of this Agreement, provided that
LGF takes all commercially reasonable steps to cure such failure on a
prospective basis commencing on LGFs receipt ofwritten notice thereof. The sole
remedy of Grantor for a breach of any of the provisions of tins paragraph 8
shall be an action at law for compensatory damages, it being agreed that in no
event shall Grantor be entitled to consequential or punitive damages, or to seek
or obtain injunctive relief, specific performance, or any other form of
equitable relief, by reason of any breach or threatened breach of any of the
credit, name, likeness or other obligation or restriction or approval or
consultation right, nor shall Grantor be entitled to enjoin or restrain the
exhibition, distribution, marketing, advertising, promotion, or other
exploitation of the Picture.

       

      9.         Holdbacks: LGF
shall control the release dates of the Picture by means of the Home Video Rights
as well as all television exhibition in Canada (in the English and French
languages) and in Mexico (in the English and Spanish languages); provided that
Grantor's distributor of the Picture in Canada and in Mexico shall each be
entitled to release the Picture day and date with LGFs initial commercial
release of the Picture in the Territory in like nfedia. When applicable, LGF
shall also control the wholesale and suggested retail price of the distribution
of the Picture by means of the Home Video Rights in Canada (in the English and
French languages) and in Mexico (in the English and Spanish languages); provided
that Grantor's distributor of the Picture in Canada and in Mexico shall each be
entitled to release the Picture at the same price point as LGF's initial release
of the Picture in the Territory. Grantor guarantees that the distributors) of
the Picture in Canada and in Mexico shall each confirm in writing its
acknowledgement of such holdback and price restrictions.

             

      10.       Grantor's
Representations and Warranties: Grantor represents and warrants as of the date
hereof and also upon Delivery of the Picture that (a) there are no non-customary
credit, name or likeness obligations or restrictions or approval or consultation
rights applicable to the Picture (all of which, if any, shall be Delivered to
LGF in writing on or before the Delivery Date and LGF shall have the right to
rely thereon) and that LGF shall have the right, but not the obligation, to
utilize the likeness and name of each of the principal cast members in the
artwork and in trailers for the Picture, (b) Grantor owns or controls all Rights
granted to LGF under mis Agreement and mat all such Rights are free of all Kens,
claims, charges, encumbrances, restrictions, and commitments; (c) there is no
agreement concerning the Picture with any person or entity which, ifbreached,
would or could in any way impair, interfere with, abrogate or adveniery or
ctiierwiseaftect any of tie Rights granted to LGF under this Agreement; (d) LGFs
exploitation of the Picture will not be subj ect to any guild (e.g., WGA, DGA,
and SAG) hens, or residuals; (e) it is a corporation duty formed and validly
existing in good standing under the laws of California (with respect to Midnight
Movies Entertainment, Inc.) and Germany (with respect to Lux Digital Pictures
GmbH) and has the full right, power, legal capacity and authority to enter into
and cany out the terms of this Agreement; 

       

       

      
         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

       

                  (f) neither
the Picture, nor any part thereof, nor any materials contained therein or
synchronized therewith, nor the title thereof, nor the exercise of any Right,
license or privilege granted to LGF hereunder,
violates or will violate, or infringes or will infringe, any trademark, trade
name, service mark, patent, copyright (whether common law or statutory), or the
literary, dramatic, musical, artistic, pereonal, private, dviL "droit moral" or
property right or rights of privacy or any other right of any person or entity
whatsoever, or unfairly competes with or slanders or libels (or constitutes a
trade disparagem ent of) any person or entity whatsoever, (g) it has no
agreement with or obligations to any third parry with respect to the Picture
which might conflict or interfere with any of the provisions of this Agreement
or the use or enjoyment by LGF of any of the Rights granted; (h) the rights
granted to LGF herein have not been previously granted, licensed, sold,
assigned, transferred, conveyed or exploited by any person or entity and Grantor
shall not sell, assign, transfer, convey to or authorize any person or entity
any right, title or interest in and to the Picture or any part thereof or in and
to the dramatic or literary material upon which the Picture is based, which is
adverse to or in derogation of the Rights granted to LGF; (i) there is no
litigation, arbitration, claim, demand, or investigation pending or threatened
with respect to the Picture, or the literary, dramatic or musical material upon
which the Picture is based or which is contained therein, or concerning the
physical properties thereof, (j) Grantor
has secured, or by the Delivery Date will have secured, and shall for the
duration of this Agreement maintain, all clearances (including, without
limitation, all music rights and music clearances) which are necessary for LGF
to use and enjoy the Rights granted to LGF in and to the Picture throughout the
Territory for the duration of the Term and that no supplemental or additional
use payments shall be required with respect to the exploitation of the Picture
(or any portion or element thereof, mchxbrig, without limitation, the music
contained therein) and/or any use or exploitation of any advertising or
promotion of the Picture which contains the music as embodied in the Picture
(including both "m-contexf' and "out-of-context" uses thereof); and (k) Grantor
is in all respects in compliance with the requirements of the Child Protection
and Obscenity Enforcement Act of 1988, as amended by the Child Protection
Restoration and Penalties Enhancement Act of 1990, and all rules and regulations
promulgated thereunder (collectively, the "CPOEA") and mat the Picture is in all
respects in compliance with the requirements of the CPOEA, and does not contain
any material that would require Grantor to comply with the recordkeeping
requirements of the CPOEA.

       

      11.      
Indemnities:

       

      a.         Grantor
shall indemnify, defend and hold harmless LGF, its parent, subsidiaries,
affiliates,
assignees, licensees, sublicensees, distributors, sub-distributors and dealers,
and the directors,
officers, agents, consultants and representatives of the foregoing (the "LGF
Indemnitees"),
from all claims, costs, liabilities, obligations, judgments or damages
(including reasonable
attorneys' fees), arising out of or for the purpose of avoiding any suit, claim,
proceeding
or demand or the settlement thereof, which may be brought against any of the LGF
Indemnitees
by reason of the actual or proposed production of the Picture, or the use or
disposition
of rights granted herein, or in connection with the breach or alleged breach of
any of the
warranties, representations or obligations made by Grantor, unless resulting
from a breach of this
Agreement by LGF.

       

      
        
          
             

            
              
                
                

              

              
                13

                
                  

                

              

              
                
                

              

            

          

           

        

      

      b.         LGF shall
indemnify, defend and hold harmless Grantor, its parent, subsidiaries,
affiliates,
assignees, and the directors, officers, agents, consultants and representatives
of the foregoing
(the "Grantor mdemnitees"),
from all claims, costs, liabilities, obligations, judgments or
damages (including reasonable attorneys' fees but excluding lost profits and
consequential damages)
arising out of or for the purpose of avoiding any suit, claim, proceeding
or demand or the settlement thereof, which may be brought against any of the
Grantor mdemrirtees by reason of the distribution, advertising or promotion of
the Picture, or in connection with the breach or alleged breach of any of the
warranties, representations or obligations made by LGF, except to the extent mat
LGF is required to be indemnified by Grantor in accordance with paragraph 11(a)
hereinabove.

       

      c.         The parties
hereto shall meaningfully consult with each other with respect to the defense,
institution or settlement of litigation in connection with the rights granted
hereunder and LGFs exploitation thereof during the Term and in the
Territory.

       

      12.      
Reporting
Periods: Following exploitation by LGF of the rights granted herein, customary
reporting shall be rendered to Grantor quarterly for two (2) years, then
annually. Statements and accountings shall be delivered within ninety (90) days
of each reporting period. In the event that no payments are due Grantor
hereunder for a period of two (2) consecutive years, then LGF shall have no
obligation to render any reporting hereunder until such time as payments are
owed to Grantor hereunder.

       

      13.      
Audit
Rights: Grantor shall have the right to have a certified public accountant of
its choice audit LGFs books and records with respect to the Picture(s) once per
year (and only once with respect to any particular records and/or statements) at
Grantor's sole cost and expense; such audit shall take place in LGFs principal
place of business and shall not unreasonably interfere with LGFs course of
business. Said audit shall be conducted at LGFs principal place of business
during normal business hours. Grantor shall give LGF ten (10) business days
prior written notice of its intent to conduct such audit All notices, statements
and payments made pursuant to the Agreement shall be deemed valid and shall not
be subject to dispute or audit unless disputed within twelve (12) months after
first issued.

       

      14.      
Assignment
LGF may grant, assign or sublicense tins Agreement or any of its rights or
obligations herein to any third party. Grantor shall not assign tins Agreement
or any of their rights or obligations herein, except that after Delivery of the
Picture is accepted by LGF Grantor shall have the right to assign its right to
receive payment on a single occasion in bulk. Any purported assignment in
violation of tins Agreement shall be null and void.

       

      15.      
No
Third Parry Beneficiaries: Nothing contained in tins Agreement shall be
construed so as to create any
third party beneficiary hereunder. In this regard, nothing under tins Agreement
shall
entitle any third party to any remedies against LGF, at law, in equity,
or otherwise, including, without limitation, any additional audit rights or the
right to seek or obtain injunctive relief against LGFs distribution of the
Picture.

       

      16.       Default If Grantor defaults (or
breaches a material representation and warranty), which
default remains uncured
for fifteen (15) business days following
Grantor's receipt of LGFs written notice
to
Grantor thereof, LGF shall be entitled to terminate this Agreement m the event
that Grantor fails to fully Deliver the
Delivery Materials set forth in the Delivery Schedule, which failure is not
timely,
LGF may create such Delivery Materials, the reasonable, actual, out-of-pocket
cost of which shall be recoupable by LGF, in LGFs sole discretion, as (i) a
Distribution Expense, and/or (n)
from any other monies (e.g. Grantor's Participation, bonuses, etc.) which
are then due and owing to Grantor. LGFs rights and remedies shall be cumulative,
and none ofthem shall be exclusive of any other allowed by law. If LGF defaults,
Grantor shall not be entitled to terminate or rescind this Agreement, nor to
obtain mjunctive relief with respect to the exercise by LGF of the rights
granted hereunder, Grantor's sole remedy shall be an action at law for
damages.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      17.   Governing Law;
Jurisdiction: This Agreement shall be construed and interpreted pursuant to the
Laws of the State of California as it applies to contracts entered into and
performed wholly within California or, if appropriate,
the federal laws of the United States of America Any dispute regarding the
validity, construction, terms or performance of mis Agreement or any other
matter in connection therewith shall be submitted to binding arbitration before
the JAMS in Los Angeles, California in accordance with the following
provisions:

       

      a.         If the
parties cannot agree upon a single arbitrator, each party shall select one
arbitrator
who has experience in the motion picture industry and both arbitrators so
selected shall select
a third arbitrator.

       

      b.         The third
arbitrator shall adjudicate the dispute applying the laws of the state of
California
as it applies to contracts entered into and wholly performed within California
or, if appropriate,
the federal laws of the United States of America

       

      c.         The
arbitrator shall issue a written opinion specifying the basis for their award
and
the types of damages awarded.

       

      d.         There shall
be a court reporter record made of the arbitration hearing and said record
shall be the official transcript of the proceedings.

       

      e.         Witness
lists, production of documents and subpoenas in the arbitration shall be m
accordance
with Section 1280 et seq. of the California Code of Civil Procedure, except that
the fifteen
(15) day periods set forth in subsections (a)(2)(A)
and (B) of Section 1282.2 shall
be deemed
to be periods of five (5) business days. If the dispute pertains to Delivery,
there shall be made
available to the arbitrator all relevant materials submitted by LGF or Grantor
which purport
to constitute completion and delivery of the Picture. The parties shall
participate in an exchange
of information before the hearing. If any such discovery is not voluntarily
exchanged among
the parties, the party desiring such discovery may apply to the arbitrator at
the outset of the
arbitration for particular discovery requests. The arbitrator may deny only such
discovery as is
unreasonable or is intended to unduly delay the prompt conclusion of the
arbitration.

       

      f
..        The decision of the
arbitrator (or the maj ority of the arbitrators, if applicable) shall be binding
upon the parties, shall constitute a full and final adjudication of the
controversy. The parties shall each be responsible for paying fifty percent
(50%) of all the arbitrator's and court reporter's fees (mduduig, without
limitation, the cost of the arbitration). A judgment upon the award rendered by
the arbitrators may be entered in any court having jurisdiction
thereof.

       

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      This
Agreement (inclusive of Schedule "A", Exhibit "A" and Exhibit "C"),
when executed, is legally binding unless and until superseded by a more
formal agreement incorporating the terms set forth above as well as additional
provisions, which when and if executed, shall replace this Agreement.
Capitalized terms used herein and not otherwise defined shall have the same
meaning as in LGF's standard long-form agreement, subject to good faith
negotiations in accordance with LGF's standard business practices. All items not
addressed above shall be negotiated in good faith pursuant to rffevailing
industry customs and standards and LGFs standard business
practices.

      
         

        AGREED AND ACCEPTED
BY:

         

        
        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	LIONS GATE FILMS, INC.	 	 	LUX DIGITAL PICTURES GMBH	 
	
                                                  Signature

                                                	 	 	
                                                  Signature

                                                	 
	
                                                   

                                                	 	 	
                                                   

                                                	 
	Peter
      Block	 	 	Ingo
      Jucht	 
	PRINT
      NAME	 	 	PRINT
      NAME	 
	 	 	 	 	 
	President
      of Acquisitions	 	 	Operating
      Manager	 
	TITLE	 	 	TITLE	 
	 	 	 	 	 
	10/26/06	 	 	12.10.2006	 
	DATE	 	 	DATE	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

       

      
         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

      

       

      Schedule
"A"

       

      The
Rights

       

      All
rights in and to the Picture and the Screenplay (hereof, exclusively, in the
Territory under copyright and otherwise, but expressly excluding the Reserved
Rights (as that term is defined in the Agreement) in and to the Picture. Without
limiting the generality of the foregoing, LGF is hereby granted the sole and
exclusive right to produce and distribute the Picture in all languages in all
media (other man the Theatrical media and the other Reserved Rights as set forth
herein), whether now known or hereafter devised including, but not limited to
Home Video Rights (including, without limitation, rental, sell-thru (including,
but not limited to, Electronic Sell-Thru, including, but not limited to,
Download-to-Own and Download-to-Bum), Video-On-D em and, and other
pay-per-transaction methods of distribution), Non-Theatrical (including, without
limitation, airlines, ships, hotels, oil rigs, educational institutions, and
military bases and embassies), Television (including, without limitation,
advertising supported programming, premium programming, network television, ad
hoc network television, television syndication, closed circuit, and Pay-Per-View
by all methods of delivery, now known or hereafter devised, whether re-uplinked
or otherwise, including without limitation, terrestrial, digital terrestrial,
Satellite, Cable, MMDS, MDS, DBS, DDT, DIVA, DIVX, SMATV, MATV, ADSL, LPTV,
CATV, and other telecommunication systems), by any and all methods of
distribution, whether now known or hereafter devised, including, without
limitation, fiberoptics and Internet Delivery Mechanisms, without limiting the
foregoing, LGF is hereby granted the exclusive right to exploit the Picture in
all manner and style including, without limitation, the right to sell, rent,
give-away, exhibit, advertise and promote the Picture in all media, whether now
known or hereafter devised. Without limiting the generality of the foregoing
grant, LGF is hereby granted all elements with respect to the Picture, including
the title and characters, and including the exclusive right to edit, delete,
modify, disguise, create, develop, adapt, produce, distribute, exhibit,
broadcast, and exploit the Picture, subject to those editing restrictions set
forth in paragraph 8 of the Agreement Without limiting the generality of the
foregoing grant, LGF is hereby granted the right to exploit and/or license, in
any and all media, all footage, (rims and outtakesof and from the Picture as may
be available, and any portions thereof in any manner and style as LGF shall
determine in its sole discretion, including, without limitation, the right to
use such footage, trims and outtakes in connection with the creation of other
motion pictures and/or other audiovisual works, and to license such footage,
trims and outtakes as "stock footage" as that term is commonly understood in the
entertainment industry (collectively, the "Clip Rights")- In the event that LGF
is required to receive access to the footage, trims and outtakes of the Picture
pursuant to the Delivery Schedule (as opposed to physical delivery), then prior
to Grantor destroying or electing not to store any footage from the Pictures and
any trims and outtakes from the Pictures, Grantor shall notify LGF in writing
and LGF may elect to store such footage, trims and outtakes at LGF' s cost If
LGF does so elect to store such footage, trims and outtakes, Grantor shall have
access to all such material. Grantor shall pay for the laboratory charges and
duplication costs which Grantor incurs in this regard.

       

      Capitalized
terms utilized herein and not otherwise defined shall have the same meaning as
in LGF's Standard Terms and Conditions, which shall be negotiated in good faith
in accordance with LGF's standard business practices.

       

      
 

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      SHOWCASE
ENTERTAINMENT, INC.

      Warner
Center, 21800 Oxnard Street, Suite 150

      Woodland
Hills, California  91367

      


      September
15, 2006

      


      Mr. Tom
Coleman

      Lux
Digital Pictures GmbH

      Seestr.
13

      13353
Berlin, Germany

      


      Dear
Tom:

      


      The following sets forth the material terms of the agreement between
Lux Digital Pictures GmbH ("Producer") and Showcase Entertainment, Inc.
("Showcase") pursuant to which Showcase is hereby appointed to be the exclusive
foreign sales agent in connection with NIGHT OF THE LIVING DEAD 3D (the
“Picture”):

      


      1.         TERM:  Five
(5) years automatically extending an additional five (5) years provided Showcase
has received gross sales revenues equal to or exceeding $1,500,000. Showcase can
grant rights to its licensees for up to fifteen (15) years (except for twenty
(20) years for the German speaking territories, Australia/New Zealand and the
Italian speaking territories).

       

      2.         RIGHTS &
TERRITORY: The world excluding the U.S. and Canada, in all media, excluding only
merchandising, publishing and soundtrack rights. All agreements shall be entered
into “as agent for” the Producer.


      3.         DISTRIBUTION FEE
(computed on gross revenues received): 10% of the first $1,000,000 of gross
revenues; 12.5% on gross revenues collected in excess of $1,000,000 but less
than $2,000,000 and; 15% on gross revenues collected in excess of
$2,000,000.

       

      4.         RECOUPABLE
DISTRIBUTION EXPENSES: (a) the total sum of $35,000.00 for Showcase’s attendance
at the film and television markets, chargeable: $11,666.00 for each of the
Picture’s first three film markets (e.g., AFM, Berlin and
Cannes).  Showcase will also be exploiting the Picture at MIPCOM,
MIPTV, NATPE and any other markets that it attends at no charge; and (b) All
other expenses shall be advanced by Showcase and must be approved in writing by
Producer (eg. art, trailer, screenings, screeners, and ads).

       

      5.         DELIVERY
REQUIREMENTS:  Producer will timely deliver to Showcase within three
(3) months (or give Showcase lab access, as applicable) all technically correct
film and television elements and appropriate documentation and publicity
materials as are necessary for Showcase to make delivery of the Picture to all
of its licensees in accordance with standard industry practice.

      


       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      6.         ACCOUNTINGS, SEPARATE
BANK ACCOUNT and AUDIT RIGHTS: Accountings will be monthly during the first
year, quarterly during the second year and bi- annually
thereafter.  Showcase shall establish a separate bank account or open
an escrow account for the Picture into which all gross revenues shall be
deposited and dispersed per this Agreement.  Producer shall have the
right to audit Showcase’s records in connection with the Picture 30 days prior
written notice, at Producer’s sole cost and expense, no more frequently than
once per year with no statement to be audited more than once.

      


      7.         RESOLUTION OF
DISPUTES:  By final, binding and non-appealable arbitration in
accordance with the rules and procedures of IFTA. Producer’s rights in the event
of any breach or purported breach by Showcase shall be limited to an action at
law for damages.  There shall be a mutual indemnity and a 30 day cure
provision for any purported breach.

      


      8.         MINIMUMS: Producer
and Showcase do hereby  mutually approve the Schedule of Minimums,
attached hereto as Schedule “A” and made a part hereof, pursuant to which
Showcase shall not have the right to accept any offer for
rights  which does not equal or exceed the minimum aggregate amount
set forth in the Schedule for all rights in a particular territory without
Producer’s written approval.  The Minimums are not guaranteed, but are
set forth solely to prohibit Showcase from licensing any particular medium for a
minimum guarantee amount lower than those presently desired by Producer.

      


      9.         PACKAGING:  Showcase
shall not “package” the Picture (ie. Showcase shall not require a buyer to take
other pictures along with the Picture).  It is acknowledged that
Showcase may sell more than one movie, including the Picture, to the same
licensee.

       

      10.       REPS AND
WARRANTIES: Producer shall provide representations and warranties in accordance
with standard industry practice including but not limited to the
following:

      


      (a)       Showcase and
its licensees shall have the right to use the names and likenesses of all cast
& crew in connection with the Picture and ads regarding the
Picture.

      


      (b)       Producer has
and will at all times have the sole right, title and interest in and to the
Picture free and clear from any liens (other than SAG) and/or other claims; the
Picture and the use of the title will not infringe on or violate any rights of
any person, corporation and/or other entity; Producer has the right to enter
into this Agreement and to grant the rights granted to Showcase hereunder; and
Showcase's exercise of its rights under this Agreement shall not infringe on the
rights of any person, corporation and/or other entity.

      


      Showcase hereby represents and warrants that it is a Corporation in
good standing and it shall use its best, reasonable efforts to market, sell and
otherwise exploit the Picture, including obtaining so called “theatrical deals”
whenever possible, in accordance with its best business practices and shall
endeavor to achieve maximum sales and results on behalf of the Producer, in full
consultation therewith.

      
 

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      
         

         

      

      
      

      11.        TERMINATION.
This Agreement may be terminated upon the mutual agreement of the parties or
upon the declared insolvency or dissolution of Showcase.

      


      All
signatories to this Agreement hereby acknowledge and agree that they have read
this Agreement and have been given the opportunity to consult legal
representation prior to execution of same. This Agreement may not be modified or
waived except by a writing signed on behalf of the party to be
charged.

       

      
        
          	Very truly
      yours,  	Accepted and
      Agreed:
	Showcase
      Entertainment, Inc. 	Lux Digital Pictures
      GmbH
	 	 
	
                  By:  An
      Authorized Signer  

                	By: An Authorized
      Signer


        

      

      
      

      
         

         

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        "NIGHT OF
THE LIVING DEAD - 3D" - SCHEDULE OF ASKING PRICES AND MINIMUM
PRICES

      

       

      EXHIBIT
"A"

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 
      	
                                                                        ASKING

                                                                      	
                                                                        MINIMUMS

                                                                      	
                                                                        
                                                                          MINIMUMS

                                                                        

                                                                      	
                                                                        
                                                                          MINIMUMS

                                                                        

                                                                      	
                                                                        
                                                                          MINIMUMS

                                                                        

                                                                      
	
                                                                        TERRITORY

                                                                      	
                                                                        PRICES

                                                                      	
                                                                        THEATRICAL

                                                                      	
                                                                        VIDEO

                                                                      	
                                                                        TELEVISION

                                                                      	
                                                                        ALL
      RIGHTS

                                                                      
	
                                                                        ARGENTINA/URU/'PAR

                                                                      	 $40.000	 $15,000	 $7,000	 	
                                                                        $22.000 

                                                                      
	
                                                                        AUSTRALIA/NZ

                                                                      	
                                                                        125.000

                                                                      	
                                                                        75.000

                                                                      	
                                                                        10,000

                                                                      	
                                                                        10,000

                                                                      	
                                                                        95,000

                                                                      
	
                                                                        ASIA
      (PAY TELEVISION)

                                                                      	
                                                                        25,000

                                                                      	 
      	 
      	
                                                                        12,000

                                                                      	
                                                                        12,000

                                                                      
	
                                                                        BANGLADESH

                                                                      	
                                                                        15,000

                                                                      	
                                                                        5,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        9,000

                                                                      
	
                                                                        BENELUX

                                                                      	
                                                                        75,000

                                                                      	
                                                                        30,000

                                                                      	
                                                                        7.500

                                                                      	
                                                                        7,500

                                                                      	
                                                                        45,000

                                                                      
	
                                                                        BRAZIL

                                                                      	
                                                                        75,000

                                                                      	
                                                                        30,000

                                                                      	
                                                                        15,000

                                                                      	 
      	
                                                                        45,000

                                                                      
	
                                                                        BULGARIA

                                                                      	
                                                                        10,000 

                                                                      	2,000 	2,000	
                                                                         1,000

                                                                      	5,000 
	
                                                                        CANADA
      (ENGLISH)

                                                                      	
                                                                        150,000

                                                                      	
                                                                        75.000

                                                                      	
                                                                        15,000

                                                                      	
                                                                        10,000

                                                                      	
                                                                        100,000

                                                                      
	
                                                                        CHILE

                                                                      	  8,000	
                                                                        2,500

                                                                      	
                                                                        1,000

                                                                      	 	
                                                                        3,500 

                                                                      
	
                                                                        CHINA

                                                                      	
                                                                        50,000

                                                                      	
                                                                        10,000

                                                                      	
                                                                        10,000

                                                                      	
                                                                        10,000

                                                                      	
                                                                        30,000

                                                                      
	  COLUMBIA	
                                                                        15,000

                                                                      	  7,500	
                                                                        2,500 

                                                                      	 	
                                                                        10,000 

                                                                      
	
                                                                        CROATIA/SLOVANIA

                                                                      	
                                                                        10,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        3,000

                                                                      
	
                                                                        CZECHOSLOVAKIA

                                                                      	
                                                                        10,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        5,000

                                                                      
	
                                                                        DOMINICAN
      REPUBLIC

                                                                      	
                                                                        8,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        500

                                                                      	 
      	
                                                                        1,500

                                                                      
	
                                                                        EAST
      AFRICA

                                                                      	
                                                                        25,000

                                                                      	
                                                                        10,000

                                                                      	
                                                                        5.000

                                                                      	
                                                                        4,000

                                                                      	
                                                                        19,000

                                                                      
	
                                                                        ECUADOR/PERU/BOLIV1A

                                                                      	
                                                                        15,000

                                                                      	
                                                                        5,000

                                                                      	
                                                                        3,000

                                                                      	 
      	
                                                                        8,000

                                                                      
	
                                                                        ENGLAND/UK

                                                                      	
                                                                        200,000

                                                                      	
                                                                        50,000

                                                                      	
                                                                        10,000

                                                                      	
                                                                        20,000

                                                                      	
                                                                        80,000

                                                                      
	
                                                                        FRANCE

                                                                      	
                                                                        250,000

                                                                      	
                                                                        50,000

                                                                      	
                                                                        Straight
      dist

                                                                      	
                                                                        20,000

                                                                      	
                                                                        90,000

                                                                      
	
                                                                        FRENCH
      CANADA

                                                                      	
                                                                        35,000

                                                                      	
                                                                        15,000

                                                                      	
                                                                        10,000

                                                                      	
                                                                        5,000

                                                                      	
                                                                        30,000

                                                                      
	
                                                                        GERMANY/
      AUSTRIA

                                                                      	
                                                                        300,000

                                                                      	
                                                                        100,000

                                                                      	
                                                                        25,000

                                                                      	
                                                                        75,000

                                                                      	
                                                                        200,000

                                                                      
	
                                                                        GREECE

                                                                      	
                                                                        20.000

                                                                      	
                                                                        7,000

                                                                      	
                                                                        4,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        13,000

                                                                      
	
                                                                        HONG
      KONG

                                                                      	
                                                                        30,000

                                                                      	
                                                                        8,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        12,000

                                                                      
	
                                                                        HUNGARY

                                                                      	
                                                                        10,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        4,000

                                                                      
	
                                                                        INDIA

                                                                      	75,000 	15,000	
                                                                        10,000

                                                                      	
                                                                        10,000

                                                                      	
                                                                        35,000 

                                                                      
	
                                                                        INDONESIA

                                                                      	
                                                                        35.000 

                                                                      	
                                                                        12,000 

                                                                      	2,000 	
                                                                        2,000

                                                                      	
                                                                        16,000 

                                                                      
	
                                                                        ISRAEL

                                                                      	
                                                                        15,000

                                                                      	
                                                                        7,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        10,000

                                                                      
	
                                                                        ITALY

                                                                      	
                                                                        300,000

                                                                      	
                                                                        100,000

                                                                      	
                                                                        20.000

                                                                      	
                                                                        30,000

                                                                      	
                                                                        150,000

                                                                      
	
                                                                        JAPAN

                                                                      	
                                                                        400,000

                                                                      	
                                                                        150.000

                                                                      	
                                                                        25,000

                                                                      	
                                                                        50,000

                                                                      	
                                                                        225,000

                                                                      
	
                                                                        KOREA

                                                                      	
                                                                        150,000

                                                                      	
                                                                        50.000

                                                                      	
                                                                        20.000

                                                                      	
                                                                        20,000

                                                                      	
                                                                        90,000

                                                                      
	
                                                                        LATIN
      AMERICAN TV

                                                                      	
                                                                        50,000

                                                                      	 
      	 
      	
                                                                        25,000

                                                                      	
                                                                        25,000

                                                                      
	
                                                                        MALAYSIA

                                                                      	
                                                                        10,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        5,000

                                                                      
	
                                                                        MEXICO/
      CENTRAL AMER

                                                                      	
                                                                        30,000

                                                                      	
                                                                        15,000

                                                                      	
                                                                        4.000

                                                                      	 
      	
                                                                        19,000

                                                                      
	
                                                                        MIDDLE
      EAST

                                                                      	
                                                                        15,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        5,000

                                                                      
	
                                                                        PAKISTAN

                                                                      	
                                                                        25,000

                                                                      	
                                                                        7,500

                                                                      	
                                                                         
      5,000

                                                                      	
                                                                        2,500

                                                                      	
                                                                        15,000

                                                                      
	
                                                                        PHILIPPINES

                                                                      	
                                                                        35,000

                                                                      	
                                                                        7,500

                                                                      	
                                                                        7,500

                                                                      	
                                                                        5,000

                                                                      	
                                                                        20,000

                                                                      
	
                                                                        POLAND

                                                                      	
                                                                        25,000

                                                                      	
                                                                        7,500

                                                                      	
                                                                        4,000

                                                                      	
                                                                        3,500

                                                                      	
                                                                        15,000

                                                                      
	
                                                                        PORTUGAL

                                                                      	
                                                                        20.000

                                                                      	
                                                                        5,000

                                                                      	
                                                                        3,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        10,000

                                                                      
	
                                                                        ROMANIA

                                                                      	
                                                                        15,000

                                                                      	
                                                                        4,000

                                                                      	
                                                                        l,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        7,000

                                                                      
	
                                                                        RUSSIA

                                                                      	
                                                                        125,000

                                                                      	
                                                                        50,000

                                                                      	
                                                                        10.000

                                                                      	
                                                                        15,000

                                                                      	
                                                                        75,000

                                                                      
	
                                                                        Scandinavia

                                                                      	
                                                                        NORDISK
      STRAIGHT DISTRIBUTION DEAL

                                                                      	 
      	 
      
	
                                                                        SINGAPORE

                                                                      	
                                                                        10,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        5,000

                                                                      
	
                                                                        SOUTH
      AFRICA

                                                                      	
                                                                        NU
      METRO STRAIGHT  DISTRIBUTION
      DEAL

                                                                      	 
      	 
      
	
                                                                        SPAIN

                                                                      	
                                                                        250,000

                                                                      	
                                                                        75,000

                                                                      	
                                                                        20,000

                                                                      	
                                                                        30,000

                                                                      	
                                                                        125,000

                                                                      
	
                                                                        SRI
      LANKA

                                                                      	
                                                                        8,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        2.000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        6,000

                                                                      
	
                                                                        TAIWAN

                                                                      	
                                                                        30,000

                                                                      	
                                                                        10,000

                                                                      	
                                                                        5,000

                                                                      	
                                                                        4,000

                                                                      	
                                                                        19,000

                                                                      
	
                                                                        THAILAND

                                                                      	
                                                                        15,000

                                                                      	
                                                                        2,000

                                                                      	
                                                                        4,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        7,000

                                                                      
	
                                                                        TURKEY

                                                                      	
                                                                        15,000

                                                                      	
                                                                        5,000

                                                                      	
                                                                        1,000

                                                                      	
                                                                        4,000

                                                                      	
                                                                        10,000

                                                                      
	
                                                                        venezuela

                                                                      	
                                                                        15,000

                                                                      	
                                                                        5,000

                                                                      	
                                                                        2,000

                                                                      	 
      	
                                                                        7,000

                                                                      
	
                                                                        WEST
      AFRICA

                                                                      	
                                                                        25,000

                                                                      	
                                                                        10,000

                                                                      	
                                                                        5,000

                                                                      	
                                                                        4.000

                                                                      	
                                                                        19,000

                                                                      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                                        TOTAL
      (excluding USA)

                                                                      	
                                                                        $3,194,000 

                                                                      	
                                                                        $1,048,500

                                                                      	
                                                                        $294,000

                                                                      	
                                                                        $399,500

                                                                      	
                                                                        1,742,000

                                                                      
	
                                                                         

                                                                        Where
      Pay tv and Free TV are sold separately in any temtory,  the minimum
      price for each of Pay TV and Free TV shall
      be deemed to be 50%
      of the applicable price set forth in the "MINIMUMS TELEVISION"
      column.

                                                                      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      
 

      SCHEDULE  D

       

      
        ASSET
PURCHASE AGREEMENT

         

        between

         

        LUX
DIGITAL PICTUTES GmbH.

        (a German
Registered Company)

         

        and

         

        Midnight
Movies Entertainment, INC.,

        (a Nevada
corporation)

         

        THIS
ASSET PURCHASE AGREEMENT (this "Agreement"), dated April 14, 2008, between
Midnight Movies Entertainment, Inc(" Seller " herein), a Nevada corporation, and
Lux Digital Pictures GmbH., a German registered corporation, (“Buyer "), is made
with reference to the following provisions, and shall be effective upon payment
of the Purchase Price and execution of this Agreement.

         

        RECITALS

         

        A.       The
Seller owns certain “brands” and business concepts in and to “Midnight Movies”,
“New Broadway Cinema”, “DigiTheater” and “Short Screams” and certain assets and
rights relating to its development, financing and production of two (2),
partially completed, feature length documentary motion pictures “Nightmares in
Red, White and Blue”, produced and written by Joseph Maddley, and “American
Grindhouse”, written and directed by Elijah Drenner, and all of Seller’s
interest in and to the motion picture “Night of the Living Dead 3D” (“Assets”).
The Assets shall include but not be limited to, all underlying properties and
agreements including all revenue streams under certain assigned contracts with
LionsGate Films, Inc and Showcase Entertainment, Inc, all underlying talent
agreements, all copyrights, all licenses, logos, edited footage, all film
“clips” and source materials, all domain names, right to use names and logos and
all goodwill and any and all other right, title and interest in and to the
Assets held by Seller, not specifically described herein.

         

        B.       The
Buyer desires to acquire the Assets and assume all of Seller's right, title and
interest in and to the Assets.

         

        C.       The
Buyer and Seller agree that, upon execution of the document and payment of the
Purchase Price, title to the assets shall immediately pass to Buyer and Buyer
shall have complete use and control of assets.

         

        AGREEMENT

         

        NOW,
THEREFORE, in consideration of the mutual agreements, warranties and
representations contained in this agreement, the parties hereby agree as
follows.

         

        Incorporation
of Recitals

         

        The
recitals and prefatory phrases and paragraphs set forth above are hereby
incorporated in full and made part of this agreement.

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        ASSET
PURCHASE AND CONSIDERATION

         

        1.        
Assets. Seller agrees to sell and transfer, and Buyer agrees to purchase the
Assets free and clear of all liens, claims and encumbrances, except for any and
all future talent participations and/or residuals due, if any, and the full cost
and expense of completing the documentary motion pictures which shall be solely
determined by Buyer.

         

        4.        
Assignment of Rights. Seller will assign and Buyer will accept and assume all of
Seller's rights, title and interest in and to the Assets and related assets if
any.

         

        5.        
Purchase Price. The purchase price for the Assets shall be the cash payment to
Buyer of ONE HUNDRED NINETY SEVEN THOUSAND FOUR HUNDRED AND TWO DOLLARS
($197,402.)(“Purchase Price”). Buyer hereby acknowledges the receipt of and the
full payment of the Purchase Price paid by wire transfer to Buyer, at the
direction and instruction of Seller, on April 14 2008.

         

        6.        
Execution and Closing. The consummation of the transaction contemplated by this
Agreement shall occur immediately upon the execution of this Agreement and the
receipt of Seller of the Purchase Price at which time Buyer shall be delivered
all required materials in connection with the conveyance of the Assets and at
which time Buyer shall assume full control of the Assets.

         

                After execution of
this Agreement, Seller will provide, at its own expense, full delivery to Buyer
of any and all materials, elements, agreements and physical properties and
materials that may be required herein for Buyer to effectively and efficiently
assume all right, title and benefits of the acquired Assets. Unless agreed to
otherwise by both parties in writing the Seller shall provide assignments, such
bills of sale and instruments of transfer and conveyance as shall be reasonably
be required by Buyer for the transfer to Buyer of all right, title and interest
of Seller in, to the Assets. Each party shall also deliver to each other such
officer certificates and other instruments as the other party shall reasonably
request after the closing as may be reasonably required.

         

        BULK
SALE, ASSET LIABILITY, AND CREDITORS

         

        7.         Asset
Liability. Buyer shall not assume or be responsible for any liabilities or
obligations of Seller, except for those assumed obligations described herein,
including without limitation, any liabilities which Seller was obligated to
satisfy prior to execution Date, or for any tax liability of the Seller . Buyer
shall take all Assets transferred by this Agreement free of any liens, claims,
and encumbrances existing or claimed to exist on the Assets.

         

        8.         Bulk
Sale. Seller recognizes the regulation of "Bulk Transfers" by Article 6 of the
Uniform Commercial Code generally, and that the states of Florida, Texas, and
New Jersey have repealed such "Bulk Transfer" sections from their respective
State versions of the Uniform Commercial Code.

         

        9.        
Creditors. In order to eliminate any and all liens, claims, and encumbrances
that may currently existing on the Assets, the Seller shall endeavor to pay all
debts owed to creditors prior to the execution of this Agreement, excepting the
following obligations which are necessary for the completion of the motion
pictures, and which will follow this transfer of Assets to the Buyer , and which
the Buyer agrees to accept the assignment of the following existing contracts,
attached hereto as Exhibit “A” and any debt relating to those
agreements:

         

        (a)      
Production
Services Agreement between Joseph Maddrey and Seller.

         

        (b)      
Production
Services Agreement between Elijah Drenner and Seller.

         

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

         

        OTHER
REPRESENTATIONS OF THE SELLER'S AND BUYER

         

        10.       Other
Representations of the Seller. Seller hereby represents and warrants to Buyer as
follows:

         

        (a)       Title to the
Purchase Assets. Seller is the lawful owner and has good and marketable title to
all of the Assets and hereby grants indemnification unto Buyer and its
successors and assigns against claims of any third parties. Seller is a duly
authorized corporation under the laws of the State of Nevada, validly existing
and in good standing. This Agreement has been duly authorized by the Board of
Directors of Seller and constitutes the binding and enforceable obligation of
Seller. Seller has authority to sell and transfer the Assets, which are free and
clear from any liens or encumbrances. Additionally, Seller has received all
consents regarding the acquisition from any entities whose consents are
necessary, including but not limited to, any and all governmental regulatory
agencies whose consents are necessary, holders of notes, company affiliates, and
corporate consents.

         

        (b)       Seller's
Liabilities. Seller does not have any liability or obligation (direct or
indirect, contingent or absolute, known or unknown, mature or unmatured of any
nature whatsoever, whether arising out of contract, tort, statute or other
("Liabilities"), except: (i) as specifically disclosed in a Schedule hereto to
be provided to the Seller on or before the date hereof, which is incorporated
herein by reference; (ii) liabilities incurred in the ordinary course of
business which will not individually or in the aggregate be materially adverse
to, or result in a material increase in the current or long term liabilities or
obligations of Seller . To the best knowledge of the Seller, upon due inquiry,
there is no basis for assertion against Seller of any liabilities accept for
liabilities to be listed in a Schedule hereto to be provided to the Buyer at the
closing.

         

        (C)       Compliance
with Laws. Seller has complied with and is not in default under any applicable
law, ordinance regulation or order, the violation of which would materially and
adversely affect the Assets. There is no litigation proceeding or investigation
pending or known to be threatened which might materially and adversely effect
the Assets.

         

        (d)       Taxes.
Seller has duly filed all federal, state, local, and foreign tax returns, if
any, necessary to be filed by it and has duly paid all taxes (including any
interest or penalties) which are or will be due or payable with respect to
taxes. There are no known or proposed penalty, interest or deficiency
assessments with respect to taxes that require payment by, relate to or could
adversely affect the Purchased Assets.

         

        (e)       Completeness
of Statements. No representation or warranty in this Agreement and no statement
set forth in any schedule attached hereto contains any untrue statement of any
material fact, or omits to state any material fact necessary to make the
statements contained therein not misleading.

         

        (f)        Operation in
the Ordinary Course. During the period of Seller's ownership up and to and
including the date hereof: (i) there has been no damage destruction or loss or
any event materially adversely affecting the Assets, and (ii) there has been no
sale or other disposition of the Assets.

         

        11.      
Representation and Warranties of the Buyer. Buyer represents and warrants to
Seller that Buyer is a corporation duly organized, validly existing and in good
standing under the laws of Germany, and this agreement has been duly authorized
by the Board of Directions of Buyer and constitutes the valid binding and
enforceable obligation of the Buyer .

         

        12.       Notice of
Default. In the event of default by either party, the non-defaulting party shall
provide written notice of default to the defaulting party. Such notice of
default shall provide ninety (90) days for the defaulting party to cure the
default.

         

         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

        13.       Commissions
and Finder's Fees. Buyer and the Seller each hereby represent and warrant that
neither of them have retained or used the services of any individual, firm or
corporation in such manner as to entitle such individual, firm or corporation to
any compensation for broker's or finder's fees with respect to the transactions
contemplated hereby for which the other may be liable.

         

        14.       Governing
Law. By executing this Agreement, the parties agree that this Agreement shall be
governed by and construed in accordance with the laws of the Republic of
Germany. It is the intention of the parties that this Agreement and any dispute
arising out of this agreement be governed and construed, by any Court or
judicial body, under the laws of Germany. Furthermore the parties recognize and
declare that Germany has the most significant relationship to this Agreement and
any dispute that may arise from it and that any other claimed venue or claimed
jurisdiction has no legitimate interest in this Agreement or any dispute arising
from.

         

        15.       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of
the respective successors of Seller and Buyer and their assigns. Buyer may
freely assign its rights under this Agreement without the consent of
Seller.

         

        16.       Entire
Agreement. This Agreement sets forth the entire Agreement and understanding of
Seller and the Buyer with respect to the subject matter hereof and supersedes
all prior contemporaneous written or oral agreements, understandings or
representations which are not specifically contained herein. Both parties
participated in the drafting of this Agreement and therefore consent that the
terms of this Agreement shall not be construed for or against either party. This
Agreement may be amended or modified only by a written instrument signed by
Seller and the Buyer.

         

        17.       Disputes.
The parties agree to attempt to resolve any claim or dispute arising out of or
relating to this Agreement by mediation and good faith reasonable negotiation
prior to resorting to litigation or other judicial process. In the event this
Agreement is placed in the hands of an attorney for enforcement, the prevailing
party shall be entitled to recover court costs and their reasonable attorney
fees.

         

        18.       Publicity.
Prior to the Execution Date, no notices to third parties (including press
releases) or to any employees, suppliers or customers of Buyer or Seller (other
than key management and other persons whose knowledge is required), shall be
made by any party hereto unless mutually agreed to, planned and coordinated
jointly among the parties hereto.

         

        19.      
Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which taken together shall
constitute one and the same Agreement.

         

        20.       No Third
Party Beneficiaries. The terms and provisions contained in this Agreement
(including the documents and the instruments referred to herein) are not
intended to confer upon any person other than the parties hereto any rights or
remedies hereunder except for assignees of Buyer.

         

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

         

        21.       Further
Assurances. From and after the date of execution, upon the request of any party,
the other party shall do, execute, acknowledge and deliver all such further
acts, assurances, deeds, assignments, transfers, conveyances and other
instruments and papers as may be reasonably required or appropriate to carry out
the transactions contemplated by this Agreement.

         

        22.       Amendment.
This Agreement maybe amended, or any provision of this Agreement may be waived,
provided that any such amendment or waiver is set forth in a writing executed by
Seller and Buyer or their assigns or respective successors in interest. No
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 person under or by reason of
this Agreement.

         

        23.       Waiver. No
waiver by either party of any breach of a provision of this Agreement shall be a
waiver of any subsequent breach, whether of the same or a different provision of
this Agreement.

         

         

        IN
WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date
first above written.

         

        
          	
                  BUYER
      :

                	 
      	
                  SELLER'S
      :

                	 
      
	
                  Lux
      Digital Pictures GmbH

                	 
      	
                  Midnight
      Movies Entertainment, Inc

                	 
      
	
                  By

                	 
      	 
      	 
      
	
                  Mr.
      Ingo Jucht

                	 
      	
                  Mr.
      Jeff Broadstreet, Acting

                	 
      
	
                  Operating
      Manager

                	 
      	
                  President
      and Chief Executive Officer

                	 
      


        

         

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

        
           

           

          
            	 	
                    Maddrey
      Production Services Agreement

                     

                    Schedule
      D      
      

                  	 


          

           

        

                                                                           

        Via
email: josephmaddrey@hotmail.com

        


        January
21, 2008

        


        Mr.
Joseph Maddrey

        12756
Moorpark Street, #201

        Studio
City, CA. 91604

        


        Re:
“Nightmares in Red, White and Blue”

        


        Dear
Joe:

        


        This
letter is further to our conversations and is to set forth and confirm the terms
of agreement for you to write, produce, edit, direct and deliver the above
referenced feature length documentary motion picture (“Picture”) to be based
upon your book of the same title (“Book”) and the partially completed screenplay
by Robert Valding (“Valding Script”).

        


        Midnight
Movies Entertainment, Inc (MM”), or its designee or assigns, is willing to enter
into agreement with you, Joseph Maddrey (“Maddrey”) or your designee or assign,
subject to the following terms and conditions:

        


        
          	
                  (1)  

                	
                  The
      Picture will be a feature length documentary film, based on the Book and
      the Valding Script to be re-written by Maddrey at the direction of MM,
      which will document, examine and chronicle the history of the American
      horror film. The Picture shall use and incorporate, throughout, a
      significant number of scene and film segments (“Clips”) from well known,
      and not so well known, motion pictures and movie trailers, both past and
      present, from the genre. The Clips will be used and incorporated into the
      Picture under the “Fair Use Doctrine” (“Doctrine”) and MM’s obligation to
      progress the Picture through production and exploit it in worldwide
      markets shall be contingent upon obtaining a legal opinion (“Opinion”)
      from counsel that assures MM that the Picture, upon completion, can obtain
      the necessary media insurance including “Errors & Omission” insurance.
      The Picture shall also use and incorporate other film footage and audio
      visual excerpts to document and chronicle the filmmakers and the period,
      use and incorporate professional graphics and illustrations and use and
      incorporate numerous original and archival interviews (“Interviews”) with
      veteran and contemporary filmmakers, film scholars, historians, critics
      and others. It is expressly agreed and understood that MM’s obligation to
      progress the Picture through production and make all of its required
      payments hereunder, as more fully described herein, is contingent upon
      Maddrey securing no fewer than two (2) of the “name” Interviews, from the
      list attached hereto as Schedule “A”, to appear in the Picture. Maddrey
      shall write and produce the Picture and supervise all aspects of its
      production, post-production and delivery, subject only to the direction of
      MM. The Picture shall be directed and fully edited by Andrew Monument
      (”Monument”) who shall be contracted by Maddrey and whose participation is
      a material condition to this Agreement. (It is acknowledged that it is the
      future intention of Maddrey and Monument to assign and define their
      interests in the Picture through a formal, corporate entity but until such
      time as that is documented and confirmed by the parties hereto Maddrey
      shall be an individual party to this Agreement.) The Picture shall be
      produced in a first class, professional manner and to a quality suitable
      for theatrical release and/or broadcast on a major US Cable Television
      Network. Maddrey also agrees to deliver the Picture on a timely basis
      subject to the time frames more fully described
  herein.

                


        

        
 

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

        
          	
                  (2)  

                	
                  Maddrey
      and Monument, at and under the direction of MM, shall be fully responsible
      for writing, directing, editing and producing the Picture. Maddrey hereby
      represents and warrants to MM that he has the sufficient experience and
      ability to produce, direct and edit the Picture and that he shall, at all
      times during the production of the Picture, maintain the necessary
      production facilities and availability to successfully and timely complete
      and deliver the Picture to MM. Any and all writing work, services or
      authorship in connection with the Picture provided by Maddrey, Monument or
      his employees, affiliates or associates shall be deemed a “work for hire”
      and shall be owned exclusively and permanently by MM its designees or
      assigns. Maddrey agrees to further execute or cause his employees,
      affiliates or associates to execute an “Assignment of Copyright” for any
      material created for the Picture, as may be reasonably requested by MM.
      Maddrey’s responsibilities hereunder shall be to perform or supervise all
      aspects of the Picture’s production and post-production. Such production
      responsibilities shall include but not be limited to writing and polishing
      the Pictures screenplay and narrative track, hiring all personnel,
      drafting all production documents and obtaining any and all required
      releases, securing all talent, conducting all Interviews, organizing
      crews, shoots and locations, providing or supervising all editing and post
      production (inclusive of digitizing and ‘ripping’ all DVD’s),
      incorporating all special effects, graphics and titles and supervising all
      music, scoring, mixing, sound fx, V.O. narration and the production of all
      Delivery Items. Maddrey shall use his best efforts to create an
      entertaining and professional motion picture subject to and within the
      terms of this Agreement. If Maddrey is, for whatever reason, unable or
      unwilling to timely complete the Picture, under the terms contained
      herein, then MM reserves the right to fully assume the Picture’s
      production and replace Maddrey without further compensation or credit.
      Maddrey shall be “non-exclusive” to MM hereunder provided he shall be able
      to dedicate the sufficient time, energy and resources to timely complete
      the Picture and fulfill his obligations to MM
  hereunder.

                


        

        


        
          	
                  (3)  

                	
                  The
      Picture, when delivered to MM by Maddrey hereunder, shall be complete in
      every respect and shall be fully paid and unencumbered in any way except
      for the obligations of MM to secure the Opinion for the Doctrine and
      obtain the full media insurance, provide reasonable funding to film and
      record all approved Interviews, provide funding to access all approved
      footage to be incorporated, subject to the Doctrine, provide funding for
      all approved sound mixing, fx, dubbing and to hire an approved composer,
      provide funding to secure and record the narrator, provide funding to
      acquire the Book and provide funding for certain delivery items beyond
      those required to be deliver hereunder and as listed in Schedule “B”
      attached hereto.. Maddrey shall, at the direction of MM, first produce,
      compile, aggregate, edit and assemble all of the principal audio visual
      materials components, that will be used and incorporated into the Picture,
      accompanied by temporary music and narration tracks to be presented as,
      what as customarily known as, a “rough cut” of the Picture, for viewing by
      MM and counsel. Maddrey shall endeavor to complete and deliver the rough
      cut to MM prior to June 30, 2008. Upon MM’s approval of the rough cut
      Maddrey shall progress the Picture to completion and shall endeavor to
      complete and deliver the final, completed Picture to MM prior to August 1,
      2008. The Picture shall be delivered to MM in the Digi Beta format and
      shall be complete and finished in every respect and delivery to MM
      hereunder shall consist of all those elements and materials listed on
      Schedule “B” attached hereto
(“Delivery”).

                


        

        


        
          	
                  (4)  

                	
                  In
      full Fixed
      Consideration for the production and Delivery of the Picture and
      all of the services provided the Picture by Maddrey, Monument and others
      in connection therewith, MM shall pay to Maddrey, or his designee, the
      fixed and flat compensation sum of Fifteen Thousand Five Hundred Dollars
      ($15,000.) (“Fixed Production Fee”) The Fixed Production Fee shall be
      payable to Maddrey as follows: (a) $3000 upon execution of this Agreement;
      (b) $3000 upon Maddrey securing the two “name” Interviews from schedule
      “A”; (c) $3000 upon the delivery of the rough cut; (d) $3000 upon the
      final mix of the Picture; and (e) $3000 upon the final Delivery of the
      Picture and the items listed on Schedule “B”.

                


        

         

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

         

        
          	
                  (5)  

                	
                  In
      addition to the fixed compensation described herein, Maddrey shall be
      entitled to receive, as Contingent
      Compensation, a sum equal to 35% of any and all “Net Receipts”
      derived by MM from the exploitation of the Picture in all media worldwide.
      For the purposes of this Agreement, Net Receipts shall be deemed to mean
      all revenue actually received and retained by MM, from exhibitors,
      sub-licensees, distributors, agents or others, for the exploitation of the
      Picture, after first deducting a ten percent (10%) distribution fee for MM
      and then any and all costs expended for the Pictures production, inclusive
      of interest and overhead, any and all costs of marketing, advertising,
      promoting or delivering the Picture and any and all distribution costs or
      fees, without limitation. MM shall provide Maddrey with written statements
      and payment of his participation, if any, on a quarterly basis for the
      first two (2) years of this agreement and then bi-annually thereafter, in
      any period when Net Receipts are collected by
  MM.

                


        

        


        
          	
                  (6)  

                	
                  Provided
      they perform all of the services contemplated under this Agreement,
      Maddrey and Monument shall be entitled to receive credit on the screen and
      in all paid advertising controlled by MM, the sole credits for directing,
      writing and editing the Picture, as may be appropriate and customary, and
      Producer credits, in a prominence and size as would be customary and
      appropriate. MM reserves the right to take, apply or designate such
      presentation, Company and/or production credits, it may solely deem to be
      appropriate, for its role in and contributions to the
    Picture.

                


        

        


        
          	
                  (7)  

                	
                  MM
      shall have the sole and final authority and control relative to all
      matters of the Picture’s production and exploitation and any and all
      worked provided to MM or the Picture by Maddrey and his associates for the
      Picture shall be exclusively owned by MM. Maddrey agrees to keep all
      matters relative to the Picture and its production and exploitation
      ABSOLUTELY CONFIDENTIAL and shall not disseminate or release, or allow
      anyone associated with the Picture to disseminate or release, any
      information without the prior written consent of MM. Failure to adhere to
      this confidentiality provision will be considered a material breach of
      this agreement. Any and all disputes that may arise from or be related to
      this agreement shall be submitted to binding arbitration with the AAA Los
      Angeles. Maddrey hereby waives his right to any type of injunctive relief
      against the Picture, MM or its designees or
  assigns.

                


        

        


        We
believe that above written terms accurately summarize our agreement and, if
acceptable to you, kindly indicate this by your signature below. It is
anticipated that more formal documents may be required of the parties hereto;
however, until such time as new agreements are executed amending or replacing
this Agreement, this shall bind the parties.

        


        We are
looking forward to working with you.

         

         

         

        


         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	Very truly yours
      :	 	Agreed to and
      Accepted	 
	 	 	 	 
	For Midnight Movies
      Entertainment,     	 	  

                                                  
                                                    Inc.Joseph
      Maddrey

                                                  

                                                	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
 

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

        
          	SCHEDULE
      D  	SCHEDULE
  “A”


        

                             

        To the
Agreement by and between Midnight Movies Entertainment, Inc and Joseph Maddrey
dated January 14, 2008.

        


        


        DELIVERY
ITEMS:

        


        


        Digi Beta
Video Master (The Picture complete in every respect in the original aspect
ratio, Channels 1&2 stereo audio, Channels 3&4 stereo M&E, textless
backgrounds on tail, Laboratory QC)

        


        All
available color and black and white production “stills” and a selection of “film
grabs”

        


        All
available advertising and publicity materials including approved biographies and
Production Notes

        


        Copies of
all talent and production agreements, licenses and releases including music and
composer licenses

        


        Dialogue
Continuity and Spotting List and Music Cue Sheets

        


        List of
all final head and end screen credits, advertising provisions and billing
block

        


        Notarized
“Assignment of Copyright”

        


        DVD
“Extras” and “Bonus Features” as available

         

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

         

         

        
          	SCHEDULE
      D  	SCHEDULE
  “B”


        

         

        To the
Agreement by and between Midnight Movies Entertainment, Inc and Joseph Maddrey
dated January 21, 2008.

        


        


        DELIVERY
ITEMS:

        


        


        Digi Beta
Video Master (The Picture complete in every respect in the original aspect
ratio, Channels 1&2 stereo audio, Channels 3&4 stereo M&E, textless
backgrounds on tail, Laboratory QC)

        


        All
available color and black and white production “stills” and a selection of “film
grabs”

        


        All
available advertising and publicity materials including approved biographies and
Production Notes

        


        Copies of
all talent and production agreements, licenses and releases including music and
composer licenses

        


        Dialogue
Continuity and Spotting List and Music Cue Sheets

        


        List of
all final head and end screen credits, advertising provisions and billing
block

        


        Notarized
“Assignment of Copyright”

        


        DVD
“Extras” and “Bonus Features” as available

         

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

         

         

        
          	 	
                  Drenner
      Production Services Agreement 

                   

                  Schedule
      D      
      

                	 


        

         

        Via
email: elijahdrenner@yahoo.com

        


        September
18, 2007

        


        Mr.
Elijah Drenner

        1388 A
Glen Avenue

        Pasadena,
CA. 91103

        


        Re:
“American Grindhouse”

        


        Dear
Elijah:

        


        This
letter is further to our conversations and meeting and is to set forth and
confirm the terms of agreement for you to write, produce, edit, direct and
deliver the above referenced feature length documentary motion picture
(“Picture”).

        


        Midnight
Movies Entertainment, Inc (MM”), or its designee or assigns, is willing to enter
into agreement with you, Elijah Drenner (“Drenner”), subject to the following
terms and conditions:

        


        
          	
                  (1)  

                	
                  The
      Picture will be a feature length documentary film that will document,
      examine and chronicle the American exploitation movie’s of the “1960’s”
      and “1970’s”, as seen through the eyes of their creators, and based upon
      the “Outline” and “Thru Line” submitted by Drenner to MM. The Picture
      shall use and incorporate, throughout, a significant number of scene and
      film segments (“Clips”) from well known, and not so well known, motion
      pictures and movie trailers, both past and present, from the genre. The
      Clips will be used and incorporated into the Picture under the “Fair Use
      Doctrine” (“Doctrine”) and MM’s obligation to progress the Picture through
      production shall be contingent upon obtaining a legal opinion (“Opinion”)
      from counsel that assures MM that the Picture, upon completion, can obtain
      the necessary media insurance including “Errors & Omission” insurance.
      The Picture shall also use and incorporate other film footage and audio
      visual excerpts to document and chronicle the filmmakers and the period,
      use and incorporate professional graphics and illustrations and use and
      incorporate numerous original and archival interviews (“Interviews”) with
      veteran and contemporary filmmakers, film scholars, historians, critics
      and others. It is expressly agreed and understood that MM’s obligation to
      progress the Picture through production and make all of its required
      payments hereunder, as more fully described herein, is contingent upon
      Drenner securing no fewer than two (2) of the “name” Interviews from the
      list attached hereto as Schedule “A” to appear in the Picture. The Picture
      shall be produced in a first class, professional manner and to a quality
      suitable for theatrical release and broadcast on a major US Cable
      Television Network.

                


        

         

         

        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

         

        
          	
                  (2)  

                	
                  Drenner,
      at and under the direction of MM, shall be fully responsible for writing,
      directing, editing and producing the Picture. Drenner hereby represents
      and warrants to MM that he has the sufficient experience and ability to
      produce, direct and edit the Picture and that he shall, at all times
      during the production of the Picture, maintain the necessary production
      facilities and availability to successfully and timely complete and
      deliver the Picture to MM. Any and all writing work, services or
      authorship in connection with the Picture provided by Drenner or his
      employees, affiliates or associates shall be deemed a “work for hire” and
      shall be owned exclusively and permanently by MM its designees or assigns.
      Drenner agrees to further execute or cause his employees, affiliates or
      associates to execute an “Assignment of Copyright” for any material
      created for the Picture, as may be reasonably requested by MM. Drenner’s
      responsibilities hereunder shall be to perform or supervise all aspects of
      the Picture’s production and post-production. Such production
      responsibilities shall include but not be limited to writing and polishing
      the Pictures Outline and narrative track, hiring all personnel, drafting
      all production documents and obtaining any and all required releases,
      securing all talent, conducting all Interviews, organizing crews, shoots
      and locations, providing or supervising all editing and post production
      (inclusive of digitizing and ‘ripping’ all DVD’s), incorporating all
      special effects, graphics and titles and supervising all music, scoring,
      mixing, sound fx, V.O. narration and the production of all Delivery Items.
      Drenner shall use his best efforts to create an entertaining and
      professional motion picture subject to and within the terms of this
      Agreement. If Drenner is, for whatever reason, unable or unwilling to
      timely complete the Picture, under the terms contained herein, then MM
      reserves the right to fully assume the Picture’s production and replace
      Drenner without further compensation or credit. Drenner shall be
      “non-exclusive” to MM hereunder provided he shall be able to dedicate the
      sufficient time, energy and resources to timely complete the Picture and
      fulfill his obligations to MM
hereunder.

                


        

         

        
          	
                  (3)  

                	
                  The
      Picture, when delivered to MM by Drenner hereunder, shall be complete is
      every respect and shall be fully paid and unencumbered in any way except
      for the sole obligation of MM to secure the Opinion for the Doctrine and
      obtain the full media insurance. Drenner shall, at the direction of MM,
      first produce, compile, aggregate, edit and assemble all of the principal
      audio visual materials components, that will be used and incorporated into
      the Picture, accompanied by temporary music and narration tracks to be
      presented as, what as customarily known as, a “rough cut” of the Picture,
      for viewing by MM and counsel. Drenner shall endeavor to complete and
      deliver the rough cut to MM prior to November 30, 2007. Upon MM’s approval
      of the rough cut Drenner shall progress the Picture to completion and
      shall endeavor to complete and deliver the final, completed Picture to MM
      prior to March 1, 2008. The Picture shall be delivered to MM in the Digi
      Beta format and shall be complete and finished in every respect and
      delivery to MM hereunder shall consist of all those elements and materials
      listed on Schedule “B” attached hereto
  (“Delivery”).

                


        

        


        
          	
                  (4)  

                	
                  In
      full fixed
      consideration for the production and Delivery of the Picture and
      all of the services provided the Picture by Drenner and others in
      connection therewith, MM shall pay to Drenner, or his designee, the fixed
      and flat compensation sum of Seventeen Thousand Five Hundred Dollars
      ($17,500.) (“Fixed Production Cost”) The Fixed Production Cost shall be
      payable to Drenner as follows: (a) $3500 upon execution of this Agreement;
      (b) $3500 upon Drenner securing the two “name” Interviews from schedule
      “A”; (c) $3500 upon the delivery of the rough cut; (d) $3500 upon the
      final mix of the Picture; and (e) $3500 upon the final Delivery of the
      Picture and the items listed on Schedule “B”.

                


        

        


        
          	
                  (5)  

                	
                  In
      addition to the fixed compensation described herein, Drenner shall be
      entitled to receive, as Contingent
      Compensation, a sum equal to 30% of any and all “Net Receipts”
      derived by MM from the exploitation of the Picture in all media worldwide.
      For the purposes of this Agreement, Net Receipts shall be deemed to mean
      all revenue actually received and retained by MM, from exhibitors,
      sub-licensees, distributors, agents or others, for the exploitation of the
      Picture, after first deducting a ten percent (10%) distribution fee for MM
      and then any and all costs expended for the Pictures production, inclusive
      of interest and overhead, any and all costs of marketing, advertising,
      promoting or delivering the Picture and any and all distribution costs or
      fees, without limitation. MM shall provide Drenner with written statements
      and payment of his participation, if any, on a quarterly basis for the
      first two (2) years of this agreement and then bi-annually thereafter, in
      any period when Net Receipts are collected by
  MM.

                


        

        
 

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

         

        
          	
                  (6)  

                	
                  Provided
      he performs all of the services contemplated under this Agreement, Drenner
      shall be entitled to receive credit on the screen and in all paid
      advertising controlled by MM, the sole credit for directing, writing and
      editing the Picture, as may be appropriate and customary, and a Producer
      credit, in a prominence and size as would be customary and appropriate. MM
      reserves the right to take, apply or designate such presentation, Company
      and/or production credits, it may solely deem to be appropriate, for its
      role in and contributions to the
Picture.

                


        

        


        
          	
                  (7)  

                	
                  MM
      shall have the sole and final authority and control relative to all
      matters of the Picture’s production and exploitation and any and all
      worked provided to MM or the Picture by Drenner and his associates for the
      Picture shall be exclusively owned by MM. Drenner agrees to keep all
      matters relative to the Picture and its production and exploitation
      ABSOLUTELY CONFIDENTIAL and shall not disseminate or release any
      information without the prior written consent of MM. Failure to adhere to
      this confidentiality provision will be considered a material breach of
      this agreement. Any and all disputes that may arise from or be related to
      this agreement shall be submitted to binding arbitration with the AAA Los
      Angeles. Drenner hereby waives his right to any type of injunctive relief
      against the Picture, MM or its designees or
  assigns.

                


        

        


        We
believe that above written terms accurately summarize our agreement and, if
acceptable to you, kindly indicate this by your signature below. It is
anticipated that more formal documents may be required of the parties hereto;
however, until such time as new agreements are executed amending or replacing
this Agreement, this shall bind the parties.

        


        We are
looking forward to working with you.

         

         

         

         

        
          	
                  Very
      truly yours

                	 	Agreed to and
      Accepted:	 
	 	 	 	 
	For Midnight Movies
      Entertainment, Inc.	 	Elijah
    Drenner	 


        

        
 

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

         

         

        
          	SCHEDULE
      D  	SCHEDULE
  “A”


        

         

         

        To the
Agreement by and between Midnight Movies Entertainment, Inc and Elijah Drenner
dated September 19, 2007.

        


        


        
          	
                  (1)  

                	
                  Quentin
      Tarrantino

                


        

        
          	
                  (2)  

                	
                  Jonathan
      Demme

                


        

        
          	
                  (3)  

                	
                  Pam
      Grier

                


        

        
          	
                  (4)  

                	
                  John
      Waters

                


        

        
          	
                  (5)  

                	
                  Eli
      Roth

                


        

        
 

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

         

         

        
          	SCHEDULE
      D    	SCHEDULE
  “B”


        

         

        


        To the
Agreement by and between Midnight Movies Entertainment, Inc and Elijah Drenner
dated September 19, 2007.

        


        


        DELIVERY
ITEMS:

        


        


        Digi Beta
Video Master (The Picture complete in every respect in the original aspect
ratio, Channels 1&2 stereo audio, Channels 3&4 stereo M&E, textless
backgrounds on tail, Laboratory QC)

        


        All
available color and black and white production “stills” and a selection of “film
grabs”

        


        All
available advertising and publicity materials including approved biographies and
Production Notes

        


        Copies of
all talent and production agreements, licenses and releases including music and
composer licenses

        


        Dialogue
Continuity and Spotting List and Music Cue Sheets

        


        List of
all final head and end screen credits, advertising provisions and billing
block

        


        Notarized
“Assignment of Copyright”

        


        DVD
“Extras” and “Bonus Features” as available

         

         

        
          
            
            

          

          
            36