Exhibit 10.5


 


DEVELOPMENT
AND BROADCAST LICENSING AGREEMENT


 


Short Form


 


                This
short form Agreement is entered into on the 20th day of February, 2004, by and
between OBN HOLDINGS, INC., a Nevada corporation (hereinafter referred to as
“OBN”) and PUBLIC MEDIA WORKS, INC., a California corporation (hereinafter
referred to as “PMW”).


 


                WHEREAS,
OBN has a wholly owned production company entitled ECLECTIC ENTERTAINMENT, INC.
(hereinafter referred to as “Eclectic”), which produces and co-produces
television and motion picture projects.


 


                WHEREAS,
OBN has a wholly owned broadcast network entitled OMNI BROADCASTING NETWORK
(hereinafter referred to as “Omni”) which broadcasts television programs
nationally throughout the United States.


 


                WHEREAS,
PMW finances, produces and co-produces motion picture and television projects.


 


                NOW
THEREFORE, the parties hereto agree as follows:


 


                1.             On a so-called first look basis, as
same term is customarily understood in the television and motion picture
industries, PMW will develop and present to OBN the following projects
(hereinafter sometimes collectively referred to as the “Projects” and
individually as the “Project”):


 


                                (a)  six (6) feature length motion pictures;


                                (b)  one (1) hour long dramatic series; and


                                (c)   one (1) half-hour long situation comedy.


 


                2.             PMW shall be solely responsible for
the financing and development of the Projects. 
“Development of the Projects” shall consist of no less than a completed
script, interested writers, directors and talent connected with the individual
Project and details regarding the financing of the individual Project.


 


                3.             PMW shall submit the developed
Project to OBN, which it believes are appropriate for broadcast by OBN and OBN
shall have a first-look at the submitted Project for a period of sixty (60)
days.  Prior the expiration of such
sixty (60) day period, OBN shall notify PMW in writing whether on not OBN
desires to continue with said Project. 
In the event OBN notifies PMW that it is not interested in continuing
with said Project, PMW shall be free to take said Project elsewhere. If OBN
notifies PMW in writing prior to the expiration of the sixty (60) day period
that it is interested in continuing with the Project, PMW shall commence
production of the Project as soon as practically possible, at its sole cost and
expense, and deliver the completed motion picture or episode of the hour long
dramatic series or half-hour long situation comedy, as


 


OBN:    RS       PF: 
   CB   


Development and Broadcast Licensing Agreement
– Page 1
of 3


 

















 


the case may be.  For each Project that OBN desires to continue beyond the
development stage, OBN and PMW shall negotiate and enter into the appropriate
long-form agreement.


 


                4.             For each television Project OBN
desires to continue beyond the development stage, OBN agrees to cause the hour
long dramatic series or the half-hour situation comedy series to be aired on
Omni; provided, PMW timely delivers all episodes of the series with all
necessary approvals, consents, clearances and other licenses and permits which
OBN and/or OMNI deem reasonably necessary to lawfully broadcast the episode of
the series.


 


                5.             In consideration of the licensing
of each episode of the series, if any, Omni shall pay PMW fifty percent (50%)
of the net advertising revenue actually received by Omni in connection with
each episode of the series of the television Projects.  For the purposes of this Agreement, “net
advertising revenue” shall mean the gross advertising revenue actually received
by Omni, less all bona fide unrelated third party costs in connection with such
advertising revenue.  Omni shall not be
responsible for any production costs whatsoever in connection with the episodes
of the television Projects; provided, however, in the event Omni pays any such
production costs, such costs paid by Omni shall be deducted from the gross
advertising revenue actually received by Omni.


 


                6.             Omni will promote the television
Projects selected for broadcast by OBN on Omni as necessary in its sound
business judgment.  Such promotion shall
include, but not be limited to the production and airing of commercials on Omni
throughout the broadcast day of Omni.


 


                7.             With respect to the motion picture
Projects selected by OBN, OBN shall secure domestic distribution for the motion
picture Projects.  The net profits
derived from any and all motion picture Projects shall be divided between PMW
and OBN on a fifty-fifty basis.


 


                8.             This short form Agreement sets
forth the entire understanding and agreement between the parties hereto and can
not be changed or modified except in writing signed by both parties.  This short form Agreement shall be governed
by the laws of the state of California applicable to agreements entered into
and intended to be performed entirely within said state.  The federal and state courts of California,
located in Los Angeles, California shall have exclusive jurisdiction over any
and all matters arising out of this short form Agreement.


 


                9.             If any provision of this short form
Agreement shall be deemed void or unenforceable, the balance of this short form
Agreement shall remain in full force and effect as though such void or
unenforceable provision had not been contained herein.


 


OBN:    RS       PF: 
   CB   


 


 


Development and Broadcast Licensing Agreement
– Page2
of 3

















 


                10.           The term of this Agreement shall
commence as of the date hereof and continue for a period of eighteen (18)
months.  After the expiration of the
eighteen (18) month period, this Agreement shall automatically renew unless
terminated  by either  party.


 


                IN
WITNESS THEREOF, the parties hereto have signed this Agreement.


 


 


	
  OBN HOLDINGS, INC.

  	
   

  	
  PUBLIC MEDIA WORKS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ ROGER SMITH

  	
   

  	
  By

  	
  /s/ CORBIN BERNSEN

  
	
   

  	
  An Authorized Signatory

  	
   

  	
   

  	
  An Authorized Signatory

  



 


 


 


OBN:    RS       PF: 
   CB   


 


Development and Broadcast Licensing Agreement
– Page 3
of 3