Exhibit 10.4


 


SCHEDULE 1


 


Standard Picture Requirements


(as may
be amended by written agreement between the Parties for each Picture)


 


	
  1.

  	
   

  	
  Length

  	
   

  	
  93 minutes long without
  end credits plus shorter version if required by Regent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Budget

  	
   

  	
  Per paragraph 2.3, but in
  any event not less than US$1,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Film Stock

  	
   

  	
  Color, 35mm

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Language

  	
   

  	
  English

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  MPAA rating

  	
   

  	
  Eligible for rating no
  more restrictive than “R”

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Lead Cast

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Special Effects Facility

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Pre-Sales to be Secured by
  Regent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Production Schedule

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Delivery Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
   

  	
   

  	
   

  



 


Signed by:


 


Regent Worldwide Sales LLC


 


Public Media Works, Inc


 


Dated:


 


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SCHEDULE 2


 


Delivery Schedule


 


This Delivery Schedule is
attached to and made part of the Agreement (the “Agreement”) dated as of
              ,
between Regent Worldwide Sales, LLC (“Regent”) and Public Media Works, Inc.
(“Public”).  The following constitutes
the schedule of delivery items (collectively the “Materials”) required to be
delivered by Public to Regent in connection with each Picture.  Public shall (at Public’s sole cost and
expense) deliver to Regent, at such location (including such laboratories), as
Regent shall designate, each and all of the Materials for the Picture described
below.  The Materials shall be in
technically satisfactory condition for purposes of Regent’s exploitation of the
Picture pursuant to the Agreement.  All
Agreements and other documentation constituting Materials hereunder shall be
subject to Regent’s approval.  Regent
will review the Materials after delivery. 
If Regent, in its reasonable discretion, determines that all or any part
of the Materials are incomplete or unacceptable, Regent will notify Public in
writing thereof in accordance with Paragraph 19 of this Agreement.  Delivery of the Materials for the Picture
shall be deemed complete when Regent has accepted delivery of the Materials for
the Picture by sending Public written notice hereof.


 


If
Regent notifies Public in writing of any defects or omissions in the Materials
for the Picture in accordance herewith, then, within five (5) business days
thereafter, Public shall cause such defects to be corrected and shall deliver
such new materials (the “New Materials”) to Regent, subject to Regent’s
reasonable approval in each and every instance, in accordance with the
procedure set forth above.  Public shall
immediately pay all costs of manufacturing and delivering such New
Materials.  In the event Regent shall
have furnished Public with written notice stating with specificity the defects
and/or omission in the Materials delivered (and/or not delivered) by Public to Regent,
and in the event Public fails to correct any defect or to cause such New
Materials for the Picture to be delivered to Regent within said five (5) day
period, then, without limiting any other rights and/or remedies that Regent may
have pursuant to the Agreement and/or otherwise, such failure shall be deemed
to constitute a material breach of the Agreement, and if so requested by
Regent, the Agreement shall immediately be deemed terminated pursuant to
Paragraph 11 of this Agreement. 
Acceptance by Regent of less than all of the Materials required for
delivery of the Picture shall not be construed as a waiver by Regent of any or
all of Public’s obligations to deliver any Materials required hereunder.  In the event of any defect and/or omission
in any material required to be delivered by Public pursuant hereto, and in the
event Public shall have failed or refused to have rectified any such defect
and/or omission in accordance herewith, then, Regent shall have the right to
obtain or supply for itself any such omitted or defective Materials, and the
cost of any such Materials or item of delivery which is so omitted by Public
and obtained by Regent from other sources may be deducted by Regent from any
and all monies due Public hereunder. 
Acceptance by Regent of the Materials, including, without limitation,
any and all chain-of-title and insurance documents, as specifically set forth
in Schedule “2”, shall not relieve Public of its obligations to Regent pursuant
to the warranties and indemnification provisions hereof.  As used in this Schedule “2” “Laboratory
Access” shall mean from a laboratory approved by Regent by means of a fully
executed Laboratory Access Letter in the form attached hereto as Schedule
“2(A)”.


 


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Delivery
of the FILM will consist of (i) making physical delivery (“PHYSICAL DELIVERY”)
of the following materials to such delivery locations as Regent may designate,
or (ii) making such materials available (“ACCESS”) by a fully executed
Laboratory Access Letter in a form, and at alaboratory reasonably acceptable to Regent, each as indicated.  All materials delivered hereunder shall be
of first-class technical quality in accordance with the customary standards of
the motion picture industry and shall be delivered at Public’s sole expense.  Public shall also give Regent laboratory
access to any of the following materials which are physically delivered to
Regent hereunder if Public also has a duplicate of any such materials on
deposit with a laboratory or facility.


 


I.             Picture Items: All materials must be conformed to the
international version credits and contain company logo(s).  Materials to be delivered to Regent
Worldwide Sales, 10990 Wilshire Blvd., Penthouse, Los Angeles, CA 90024,
Attention: Rick Short, or such other address or individual as Regent Worldwide
Sales shall determine.


 


A.           Original Negative: A
Laboratory Access Letter granting Regent access to the original 35mm picture
Negative of the Picture, which shall: be fully-cut, edited and assembled
complete with credits and main, narrative (if any), end and all descriptive
titles.  Negative must conform in all
respects to the final edited version of the action work print of the
Picture.  Negative shall be full frame
(i.e., Public will not use a hard matte during photography).  Negative must be of first class technical
quality and be ready and suitable for use in the printing of commercially
acceptable positive prints.


 


B.            Interpositive Protection Master:
One (1) 35mm fully timed color Interpositive Protection Masters of the Picture,
conformed in all respects to the Answer Print. 
If the Picture is in black and white, Public shall provide access to 1
35mm fully timed black and white fine grain protection master of the Picture,
conformed in all respects to the Answer Print.


 


C.            Internegatives: One (1) fully
timed commercially acceptable 35mm color Internegatives made from the Color
Interpositive Protection Master.


 


D.            Optical Sound Track Negatives: One (1) 35mm
Optical Sound Track Negatives in Dolby SRD in synchronization with the above Internegatives
suitable for use in making first class 35mm theatrical release prints of the
Picture and made from the Dolby Stereo Soundtrack specified in paragraph I. (G)  below.


 


E.             35mm Check Prints: One (1) 35mm composite color
Check Prints corresponding to the Internegatives and Optical Tracks specified
above.


 


F.             35mm Textless Backgrounds: One (1) 35mm fully
timed textless optical house original Interpositive of all title background
material (textless) including main, end and explanatory title backgrounds (such
as locales, translations, year, etc.). 
In addition, one internegative and check print created from the
Interpositive element.


 


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G.            Stereo Printmaster: One (1)
DA88 Dolby surround with SR noise reduction two-track printmaster of the
original language dubbed soundtrack of the picture from which the stereo
optical soundtrack negative (specified in Paragraph I.D above) has been
made.  The Printmaster should be in the
following configuration: DA88 8 Track. Film Speed: 24 Frames; Timecode: 29.97
non-drop frame; Format: SRD; Sample Rating: 48 KHZ; No Noise Reduction.


(i)
One (1) DA88 6-track discreet printmaster with Dolby SR noise reduction
(configured L,C,R,LS,RS, subwoofer).


(ii)
If Dolby SRD, One (1) copy of all Magneto Optical Discs.


 


H.            Music and Effects Track: One (1) DA88 6-track
(4–2) master with Dolby SR noise reduction containing stereo music and effects
tracks configured Left, Center, Right, Surround on four tracks, extra material
on track 5 and clean mono dialogue on track 6. Sound effects on this dub must
be fully filled and mixed and in perfect synchronization with the Picture
negative.  The extra materials track
shall contain any special sound elements peculiar to the film (e.g. grunts,
groans, shouts, screams, breaths, foreign language dialogue, dialogue from on
screen television/radios/computers, chanting, etc.).  The Music and Effects Tracks should be in the following
configuration: DA88 8 Track. Film Speed: 24 Frames; Timecode: 29.97 non-drop
frame; Format: SRD; Sample Rating: 48 KHZ: No noise reduction.


One (1) DA88 of the six
track discreet music and effects with Dolby SR noise reduction (configured
L,C,R,LS,RS, subwoofer and dialogue guide track on 7 or 8).  The Music and Effects Tracks should be in
the following configuration: DA88 8 Track . Film Speed: 24 Frames; Timecode:
29.97 non-drop frame; Format: SRD; Sample Rating: 48 KHZ; No Noise Reduction.


One (1) DA88 of the two
track music and effects.  The Music and
Effects Tracks should be in the following configuration: DA88 8 Track . Film
Speed: 24 Frames; Timecode: 29.97 non-drop frame; Format:  SRD; Sample Rating: 48 KHZ; No Noise
Reduction.


 


J.             Dialogue, Music and Effects:
One (1) DA88 six track master with Dolby SR noise reduction of the dubbed
soundtrack of the Picture containing separate stereo dialogue, stereo music and
stereo effects tracks.  If six track is
not available, then one DA88 three track master with Dolby SR noise reduction
of the dubbed soundtrack of the Picture containing separate mono dialogue, mono
music and mono effects tracks.


 


K.           Multi-Track Recordings: A
Laboratory Access Letter with a detailed inventory list granting Regent access
to all original multi-track recordings of the original music score.


 


L.            Cut-outs/Trims/Lifts: A
Laboratory Access Letter with a detailed inventory list granting Regent access
to the original negative of all cut-outs, trims, positive trims, lifts and all
other material photographed or recorded by Public in connection with the
production of the Picture.  This would
also include the 35mm work track (sound), work picture (action); all production
dialogue; all sound effects units and pre-dubs; all music units and pre-dubs
and all dialogue units and pre-dubs.


 


M.           Alternate Film and Sound Material:
A Laboratory Access Letter with a detailed inventory list granting access to
Regent to all “cover shots”, alternate scenes/alternate dialogue so that the
Picture can be conformed to rating, censorship requirements and/or television
and airline exhibition (if required by Regent).


 


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II.            Trailer Items:  All materials must be conformed to the
international version credits and contain company logo(s).  Materials to be delivered to Regent
Worldwide Sales, 10990 Wilshire Blvd., Penthouse, Los Angeles, CA 90024,
Attention: Rick Short or such other address or individual as Regent Worldwide
Sales shall determine.


 


A.            Original Trailer Negative: A Laboratory Access
Letter granting Regent access to the original 35mm trailer negative, which
shall be fully cut, edited and assembled; be of first class technical quality
and ready and suitable for use in the creation of Interpositive Protection
Masters.


 


B.            Interpositive Protection Master: One (1) 35mm
fully timed color Interpositive Protection Master of the trailer struck from
item II (A) above.


 


C.            Trailer Internegatives: One (1) fully timed
Internegatives of the trailer (without scratched and defects), fully cut,
edited and assembled.


 


D.            Trailer Optical Sound track Negatives: One (1)
fully mixed and recorded original 35mm Optical Sound Track Negative of the
Completed Trailer prepared for printing in perfect synchronization with the
Trailer Picture Negative.


 


E.             35mm Check Trailer Print: One (1) color corrected
Check Prints corresponding to each of the Internegatives and Optical Sound
Track Negatives specified above.


 


F.             I.P. Textless Backgrounds: One (1) 35mm textless
Interpositive of the textless background of the trailer titles, credits and
inserts of texted scenes (if any), unless the trailer titles, credits and/or
inserts appear on a blank screen.


 


G.            Stereo Printmaster: One (1) DA88 Dolby surround
with SR noise reduction two-track printmaster of the original language dubbed
soundtrack of the trailer from which the stereo optical soundtrack negative
(specified in II.D above) has been made. 
The Printmaster should be in the following configuration: DA88 8
Track.  Film Speed: 24 Frames; Timecode:29.97
non drop frame; Format: SRD; Sample Rating: 48 KHZ; No Noise Reduction.


 


(i)              If Dolby SRD, One (1) copy of all
Magneto Optical Discs.


 


(ii)             One
(1) DA88 6-track discreet printmaster with Dolby SR noise reduction (configured
L,C,R,LS,RS, subwoofer).  The
Printmaster should be in the following configuration: DA88 8 Track; Film Speed:
24 Frames; Tirnecode:29.97 non drop frame; Format: SRD; Sample Rating: 48 KHZ;
No Noise Reduction.  If Dolby SRD, One
(1) copy of all Magneto Optical Discs.


 


H.           Music and Effects Track: One
(1)  DA88 4-track master with
Dolby SR noise reduction containing stereo music and effects tracks configured
Left, Center, Right, Surround on four tracks. 
Sound effects on this dub must be fully filled and mixed and in perfect
synchronization with the Trailer negative. 
The Music and Effects Tracks should be in the


 


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following
configuration: DA88 8 Track.  Film
Speed: 24 Frames; Timecode:29.97 non drop frame; Format: SRD; Sample Rating: 48
KHZ; No Noise Reduction.


 


One
(1) DA88 of the six track discreet music and effects with Dolby SR noise
reduction (configured L,C,R,LS,RS, subwoofer). 
The Music and Effects Tracks should be in the following configuration:
DA88 8 track.  Film Speed: 24 Frames;
Timecode:29.97 non drop frame; Format: SRD; Sample Rating: 48 KHZ; No Noise
Reduction.


 


L.             Split Tracks Master: One (1) DA88 split tracks master
containing Narration/Dialogue/Music/Effects on separate mono tracks.


 


J.             PAL and NTSC Digital Masters:
One (1) PAL and NTSC standard first-generation D-1 transfer master of the Trailer
in the following formats:   4x3 PAL and
NTSC Fullframe Pan/Scan.  Master should
be scene-to-scene color corrected with pan and scan as necessary.  Master must conform in all respects to
broadcast television standards throughout the world.  If stereo, the sound should be transferred simultaneously with
the Picture from the 35mm Original Two-Track Dolby Stereo Magnetic Sound
Master.  If the Picture contains
subtitling over action (excluding main and end title sequence), Regent shall be
provided with a texted and textless master. 
Each video Master shall have the following audio configuration:


 


Channel
1: Stereo Left – Original composite mix 


Channel
2: Stereo Right – Original composite mix 


Channel
3: Final M/E Left 


Channel
4: Final M/E Right


 


 


III.          Television/Airline
Version: (if applicable) All materials must be conformed to the
international version credits. 
Materials to be delivered to Regent Worldwide Sales, 10990 Wilshire
Blvd., Penthouse, Los Angeles, CA 90024, Attention: Rick Short or such other address
or individual as Regent Worldwide Sales shall determine.


 


A.           One (1) broadcast quality D-l NTSC
and one (1) broadcast quality D-l PAL digital videotape master of the
television/airline version of the picture which conforms to standards and
practices and length requirements for the United States and foreign free
television and airline exhibition of the picture.  Program shall contain all or any part of the alternative scenes
and/or dialogue and/or eliminations and/or additions for the purpose of conforming
to an acceptable television/airline version. 
The running time of the television/airline version shall not be less
than ninety-two minutes.


 


IV.           Video
Items:  All materials must be conformed to the international
version credits and contain company logo(s). 
Materials to be delivered to Regent Worldwide Sales, 10990 Wilshire
Blvd., Penthouse, Los Angeles, CA 90024, Attention: Rick Short or such other
address or individual as Regent Worldwide Sales shall determine.


 


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High
Definition Master:
One (1) HD-5 telecine master created from either the Feature Interpositive or
Low Contrast Print (made from the original Negative) of the Feature in the
following formats: 16x9 Letterbox matching original Picture aspect ratio, 16x9
Fullframe Pan/Scan (Pan/Scan if needed), and 4x3 Fullframe Pan/Scan (preferably
a reversed anamorphic so that the 4x3 picture will fit the entire 16x9
screen).  Master should be
scene-to-scene color corrected with pan and scan as necessary.  Master must conform in all respects to
broadcast television standards throughout the world.  If stereo, the sound should be transferred simultaneously with
the Picture from the 35mm Original Two-Track Dolby Stereo Magnetic Sound
Master.  If the Picture contains
subtitling over action (including main and end title sequence), Regent shall be
provided with a texted and textless master. 
Each video Master shall have the following audio configuration:


 


Channel
1: Stereo Left – Original composite mix 


Channel
2:  Stereo Right – Original
composite mix


Channel
3: Final M/E Left 


Channel
4: Final M/E Right


 


PAL
and NTSC Digital Masters: One (1) PAL and NTSC standard first-generation D-l transfer master
created from above High Definition Masters (item A.) of the Feature in the
following formats: 16x9 PAL and NTSC Letterbox (to match original Picture
aspect ratio), 16x9 PAL and NTSC Fullframe Pan/Scan, 4x3 PAL and NTSC Letterbox
(to match original Picture aspect ratio), 4x3 PAL and NTSC Fullframe Pan/Scan.  Master should be scene to scene color
corrected with pan and scan as necessary. 
Master must conform in all respects to broadcast television standards
throughout the world.  If stereo, the
sound should be transferred simultaneously with the Picture from the 35mm Original
Two-Track Dolby Stereo Magnetic Sound Master. 
If the Picture contains subtitling over action (including main and end
title sequence), Regent shall be provided with a texted and textless master.  Each video Master shall have the following
audio configuration:


 


Channel
1: Stereo Left – Original composite mix 


Channel
2: Stereo Right – Original composite mix 


Channel
3: Final M/E Left 


Channel
4: Final M/E Right


 


C.            NTSC
Digital Betacam Protection Masters: One (1) NTSC Digital Betacam Protection
Masters of the Feature and Trailer made from the above digital masters (time
code straight across).


 


D.            PAL
Digital Betacam Protection Masters: One (I) PAL Digital Betacam Protection
Masters of the Feature and trailer made from the above digital master (time
code straight across).


 


VI.          Publicity
and Advertising items: Unless otherwise  noted, all written material shall be in the English
language.  All materials must
be conformed to the international version credits.  Materials to be delivered to Regent Worldwide Sales, 10990
Wilshire Blvd., Penthouse, Los


 


26

















 


Angeles,
CA 90024, Attention: Rick Short or such other address or individual as Regent
Worldwide Sales shall determine.


 


A.            Color Photography: No less
than Two Hundred (200) original color negatives (or transparencies) with a copy
of each color negatives on diskette in a high-resolution format as approved in
advance of delivery to Regent by all persons possessing approval rights over
such negatives, together with written proof of such approval.  In addition, Regent shall receive access to
all color photography connected with the Picture.  A notation identifying the persons shall accompany negatives
and/or transparencies and events depicted therein and shall be suitable for
reproduction for advertising and publicity purposes.


 


B.             Black and White Photography:
No less than One hundred (100) original Black and White still photograph
contact prints with a copy of each color negatives on diskette in a
high-resolution format, as approved in advance of delivery to Regent by all
persons possessing approval rights over such photographs, together with written
proof of such approval.  In addition,
Regent shall be granted access to all original Black and White negatives
connected with the Picture.   Negatives
and/or contact sheets shall be accompanied bya notation identifying the persons and events depicted therein and
shall be suitable for reproduction and advertising purposes.


 


C.             Textless Artwork Transparency:
One (1)  final original 8 X 10
Textless Artwork Transparency and Diskette in a high-resolution format
containing all artwork to be used for the one sheet poster and all advertising.


 


D.            Texted Artwork Transparency:
One final original 8 X 10 Texted Artwork Transparency and Diskette in a  high-resolution formal containing all
artwork be used for the one sheet poster and all advertising.


 


E.             Credit Block: A reproducible
photostat and Diskette in a high-resolution format of the contractually correct
billing block which shall represent exact placement, wording and size of each
paid advertising credit.


 


F.             Biographies: One (1)
typewritten Biography with a copy on diskette in Word 4.0 format of each of the
principal players, writers, individual Public(s), director and key technical personnel
(director of photography, production designer, costume designer, composer,
editor) prepared by the publicist assigned to the Picture.


 


G.             Stories/Articles: One (1)
original copy with a copy on diskette in Word 4.0 format, if available, of any
publicity kits, stories and articles written by the unit publicist or
journalists on various aspects of events during production of the Picture,
which are deemed by the unit publicist to be suitable for column placement and
feature stories, if any, involving the principal players, supporting players,
writer(s), and special interest material that the unit publicist has reason to
believe will be of use in marketing the Picture.


 


H.            Production notes:
One (1) original typewritten copy with a copy on diskette in Word 4.0 format of
notes on the production of the Picture prepared by the unit publicist,
including history of the production; illuminating comments by the cast and key
filmmakers about the Picture, its significance and its special claims on the
interest of the moviegoers.  All


 


27

















 


Production
Notes shall be read and approved by Public, the director and anyone else so
designated by the Public before they are delivered to Regent.


 


I.               Synopsis: Original
typewritten copy with a copy on diskette in Word 4.0 format of a brief and a
long synopsis in the English language of the story of the Picture (one
typewritten page in length).


 


J.              Advertising Materials: One
(1) copy of all advertisements, paper accessories and other advertising
materials, if any, prepared by Public or by any other party in connection with
the Picture, including samples of one-sheet posters and individual advertising
art elements and transparencies necessary to make proofs thereof.  Also, (if available) a one inch master of
the electronic press kit (EPK) (narration on separate channel) and access to
all elements used to create the EPK; television and radio spots.


 


ACCESS
and USE of Publicity and Advertising Materials created for any media and/or
territory outside the media and territories licensed hereunder:  For
any media and/or territory that is not licensed to Regent in this Agreement,
Public agrees to give Regent access to and use of, or cause Regent to get
access to and use of:


(i)
foreign language dubbed or subtitled versions of the Film, and;


(ii)
all Film advertising original art material or transparencies, including, but
not limited to key art, video box cover artwork, EPKs, television spots, DVD
extra materials, etc, and
;


(iii)
all FILM publicity material, and;


(iv)
any website and websites materials, and;


(v)
all DVD or Home Video Extras;


either
created by the Public or Public’s sub-licensees, including, all at no
additional cost to Regent and whether such materials are created by Public or Public’s
licensees.  In connection with the
foregoing, Public agrees to permit or secure permission for Regent to make or
have made, at actual cost, copies of any said material for use in the Licensed
Territory and by Regent its licensees.


 


L.             Materials to create DVD Extras: Any original
materials (preferably on Digibeta) including, but not limited to EPKs, video
interviews, behind-the-scenes footage.


 


VII.         Documentation:
All paperwork shall be delivered in the English language.  All materials must be conformed to the
international version credits. 
Materials to be delivered to Regent Worldwide Sales, 10990 Wilshire
Blvd., Penthouse, Los Angeles, CA 90024, Attention: James Hollis or such other
address or individual as Regent Worldwide Sales shall determine.


 


A.            Combined
Continuity and Spotting List: : One (1) original typewritten copy with a
copy on diskette in Word 4.0 format in the English language of a detailed,
final dialogue and action continuity and spotting list of the Picture
containing all dialogue, narration and song vocals, as well as a cut by cut
description of the Picture action, conformed to the Answer Print.  If the Picture was recorded in a language
other than English, the Continuity shall contain a literal English translation
(Feature and Trailer).


 


28

















 


B.             Dialogue List: One (1)
original typewritten copy with a copy on diskette in Word 4.0 format of a
complete combined dialogue list of the Feature and Trailer.


 


C.             Literary Materials: A copy
of the story, screenplay and final lined shooting script of the Picture and
other literary materials relating to the Picture.


 


D.             Music Cue Sheet: One (1)
original typewritten copy with a copy on diskette in Word 4.0 format of a music
cue sheet (in substantially the form of Schedule “3(A)” attached hereto)
showing the particulars of all music contained in the Picture and any completed
Trailers delivered hereunder, including title of each composition; the names of
composers; publishers and copyright owners; the usages (whether instrumental,
instrumental-visual, vocal, vocal-visual or otherwise); the place for each
composition showing the film footage and running time for each cue; the
performing rights society involved any other information customarily set forth
in music cue sheets.


 


E.              Music
Contracts/Licenses/Assignments: Each of the contracts, licenses, license
confirmation letters or assignments specified below that conveys to Public the
right to use the music, lyrics or recordings, as applicable, in the Picture, in
whole or part, in all media now known or hereafter devised, throughout the
universe in perpetuity without payment of any further compensation for the
grant of such rights and shall include the right to use the music, lyrics or
recordings, as applicable, in connection with the advertising, promotion and
publicity of the Picture, in or out of context of the Picture subject only to
payment of fees to applicable performing rights societies.


 


(a)             Music and Lyric contracts:
Duplicate originals or legible copies of all contracts covering the acquisition
and performance of all music and lyrics utilized in connection with the
Picture;


 


(b)             Music Licenses: A copy of valid
licenses paid for by Public for the full period of copyright for the
synchronous recording of all copyrighted music and recordings in the Picture
and the performance thereof in the licensed territory throughout the entire
Term of the Agreement.


 


Further,
each of the contracts, licenses, license confirmation letters or assignments
that conveys to Public the right to use film clips, posters, photographs, art
work trademarks, products, logos, and other intellectual property that appears
or is included in the Picture.


 


F.              Composer Agreement(s): One
(1) copy of the original fully executed contract for the services of the
composer of the musical soundtrack of the Picture and the sync license from the
publisher.


 


G.             Credit Statement: : One (1)
original typewritten copy with a copy on diskette in Word 4.0 format of a
statement of credits applicable to the Picture setting forth the names and
credit obligations of Public with regard to all persons to whom Public is
contractually obligated to accord credit on the screen, in any paid
advertising, in paperback books, on sound recordings and on videocassette packages.  The Credit Statement shall include
verification of the writing credits set forth therein by the appropriate
writers guild.  The


 


29

















 


credits
set forth on the Credit Statement shall conform in every instance to the
standard credit requirements of Regent, including without limitation, those
requirements set forth in the Agreement (if applicable).  The Credit Statement should also set forth
all name and likeness usage with regard to all persons to whom Public has
contractually accorded such provisions.


 


H.            Screen Credit Requirements: :  One (1) original typewritten copy with a
copy  on diskette in Word 4.0 format of a list of
the main and end credits of the Picture (substantially in the form of Schedule
“3 (B)” attached hereto) with an approved lay-out illustration of the screen
and advertising credits with relative size and prominence in percentage.


 


I.              Director’s Guild Credit
Approval: If the Picture was produced under the jurisdiction of the
Director’s Guild of America (“DGA”), a letter from the DGA approving (a) the
list of screen credits for the Picture submitted to the DGA pursuant to Article
8-201 of the DGA Basic Agreement, and if appropriate (b) the credits included
in the paid advertising campaign material submitted to the DGA pursuant to
Article 8-210 of the DGA Basic Agreement.


 


J.              Cast List & Crew List: : One (1) original
typewritten copy with a copy on diskette in Word 4.0 format of a list
indicating the name of the character portrayed by each player, including
appropriate contact numbers; and one (1) copy of a list of all technical
personnel (including their title and assignment) involved in the production,
including appropriate contact numbers.


 


K.            Licenses/Contracts/Assignments:
Duplicate originals of all licenses, contracts, assignments and/or other
written permissions from the proper parties in interest permitting the use of
any product, musical, literary, dramatic, copyrighted, trademarked and other
materials of whatever nature used in the production, exploitation or
advertising of the Picture.


 


L.             Dolby
License: Executed copy of the License Agreement for use of Dolby Sound (if
used) in connection with the Picture.


 


M.           Editors
Codebook: Duplicate original or computer diskette of the entire complete
codebook.  Codebook will include all key
numbers, scene numbers; lab roll numbers, camera roll numbers and sound roll
numbers with corresponding dates.


 


N.            Employment
Agreements: Duplicate originals of all documents relating to the employment
of all personnel engaged to render services in connection with the Picture,
including but not limited to the individual Public(s), director,
screenwriter(s), actors, musical performing artist(s), below the line crew,
technicians and administrative staff.


 


O.            Residuals
Information: A statement from Public indicating all union, guild or
federation agreements to which Public is a party, a complete list of all
personnel (and lending companies, if applicable) rendering services in
connection with the Picture who are entitled to residuals, together with all
information necessary to complete payment of such residual obligations.  Public agrees to indemnify Regent and hold
Regent harmless from and against


 


30

















 


any and all damages, losses
or expenses incurred as a result of Public supplying Regent with any incorrect,
inaccurate or incomplete information.


 


P.              Dubbing Restrictions/Approvals:
: One (1) original typewritten copy with a copy on diskette in Word 4.0
format of a statement of: (1) any limitation on use of photographic or
non-photographic likenesses (2) any restrictions as to the dubbing of the voice
of any player including dubbing dialogue in a language other than the language
in which the Picture was recorded (if applicable).


 


Q.             MPAA Rating
Certificate: A Certificate evidencing a rating from the Motion Picture
Association of America (“MPAA”) that is not more restrictive than that
specified in the Agreement (if applicable).


 


R.             MPAA Title
Registration: Evidence that the title of the Picture has been registered
under the rules of the MPAA Title Registration Bureau and that pursuant to such
registration procedures, Public has the right to use the title of the Picture
(if applicable).


 


S.             Certificates of
Origin: Fifteen (15) original Certificates of Origin (substantially in the
form of Schedule “3 (C)” attached hereto) certified and signed by a notary or
Commissioner for Oaths, together with confirmation from the appropriate
governmental agency (if orgin is outside of the United States).


 


T.             French
Authorship Certificate: Two (2) original fully-executed French Authorship
Certificates (substantially in the form of Schedule “4” attached hereto).


 


U.             Tax Exemption
Forms: IRS Form 6166 (if applicable). 
The 6166 Form is needed for the licensee of each individual right so as
to avoid a 25% tax withholding (per Article VIII of the Double Taxation
Convention with the U.S.) on transfers of money from certain countries to the
United States.  In the event that Public
cannot provide a 6166 Form, then Regent shall be entitled to be Public in the
territory needed such form and shall provide its own IRS Form 6166.


 


Copyright
Information: Detailed
information with regard to the copyright proprietor of the Picture, the precise
copyright notice to be affixed to all advertising and packaging.  Public shall provide Regent with one copy of
the U.S. Certificate of Copyright Registration.


 


W.                               Short Form Assignment: One executed copy of the Short Form
Assignment of Distribution rights.


 


X.             Chain of Title:
One (1) copy of all documents evidencing Public’s right to produce, distribute
and exploit the Picture including all transfer-of-rights agreements from the
author and all other parties to the Public.


 


Y.             Errors and
Omissions Policy: A copy of a “Motion Picture Public and Regent Errors and
Omissions” insurance policy from an insurance company acceptable to Regent
secured prior to the commencement of principal photography of the Picture,
which names Regent and each of the parties indemnified in the Agreement as
additional insured.  The policy shall
provide insurance against any and all claims relating to the Picture and shall
have


 


31

















 


limits of at least
USD$1,000,000.00 with respect to any one claim relating to the Picture,
USD$3,000,000.00 with respect to all claims relating to the Picture in the
aggregate and the deductible of the Policy shall not exceed USD$10,000.00.  The Policy shall be for an initial period commencing
as soon as reasonably practicable and in no event later than commencement of
principal photography of the Picture and terminating no earlier than 5 years
thereafter, with an option for an additional year and shall be delivered
together with evidence indicating that the premium for the Policy has been paid
in full for the applicable term.


 


Z.             Copyright Report
and Title Report & Opinion and Script Clearance Report: A current (i.e.
issued within two months of the date of the Agreement) Copyright Report and
Opinion and Title report and Opinion issued by Thomson & Thomson/Brylawski,
Leeds & Komen or Dennis Angel; and a script clearance report from an
established reputable script clearance company such as Joan Pearce and
Associates.  All of the latter items
must show no incumbrances, liens, conflicting interests and the right to clear
use of the script, the title, and the rights granted to Regent.


 


32

















 


SCHEDULE “2 (A)”


 


[DATE]


 


[LAB NAME]

[LAB ADDRESS]

Attn:


 


Re:          Lab Access Letter - “[PICTURE NAME]”


 


Dear


 


This will advise you that
pursuant to a written agreement (“Agreement”), the undersigned has granted to
Regent Worldwide Sales, LLC (“Regent”), certain marketing and sales rights for
the motion picture entitled “                              ”
(“Picture”).


 


You hereby represent and
warrant that there are on deposit in your laboratory in our name and for our
account, all materials relating to the Picture, including, but not limited to,
the materials set forth on the attached Exhibit “A”.


 


We hereby authorize, direct
and instruct you, and you agree, to fill all orders from Regent or its
designees at Regent’s sole cost and expense, for positive prints of, or other
laboratory services and materials with respect to the Picture, as Regent may
from time to time order, subject to Regent’s making satisfactory arrangements
with you regarding payment for any such services or materials.  You agree to deliver to Regent, upon their
request, such preprint material and other materials as they may order.


 


Upon our written request,
you will send statements to us setting forth, in detail, all orders placed by
Regent in connection with the Picture during the period while this Access
Letter is in effect.


 


You shall not permit the
original negative of the Picture or any of the above materials to be removed
from your possession while this Laboratory Access Letter remains in effect
without the written consent of Regent or Public.


 


All materials and services
which you may supply to, or order for, Regent are to be paid for solely by
Regent.  You agree that we shall not be
liable to pay any of your charges which may be incurred by Regent for any
services or materials relating to  the
Picture, and that you will neither refuse to process our orders for materials
and services relating to the Picture, nor assert any lien on the Picture or any
materials relating thereto as against us by reason of the failure of Regent to
pay charges which it may incur for materials of services relating to the
Picture.


 


You agree that Regent shall
not be liable to pay any of your charges which may be incurred by us or any of
our other licensees for any services and materials relating to the
Picture.  You will neither refuse to
process Regent’s orders for materials and services relating


 


33

















 


to the Picture nor assert any lien against
the Picture or any materials relating thereto as against Regent by reason of
the failure by us (or any of our other Regents) to pay any charges which we or
they may incur for services and materials relating to the Picture, except that
your laboratory shall comply with all applicable Federal, State, and Local
statutes.


 


Please indicate your
agreement to the foregoing by signing in the space provided below.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Public Media Works, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
  Agreed to:

  
	
   

  
	
  [LABORATORY]

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  
	
  Approved:

  
	
   

  
	
  Regent Worldwide Sales,
  LLC

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
							



 


34

















 


SCHEDULE “3 (A)”


 


MUSIC
CUE SHEET


 


	
  Original Title:

  	
   

  	
  Total Length:

  	
   

  	
  Total Music:

  	
   

  	
  Total Score:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Feature:

  	
   

  	
  Producer/Country of
  Origin:

  	
   

  	
   

  	
   

  	
  Director:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Music Editor:

  	
   

  	
  Principal Actors:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  1.

  	
  Title of Composition:

  	
  Time:

  
	
   

  	
  Composer:

  	
  Reel No:

  
	
   

  	
  Publisher:

  	
   

  
	
   

  	
  Vocal or Instrumental:

  	
   

  
	
   

  	
  Background or Visual:

  
	
   

  	
  Master License required:

  	
  Public:

  
	
   

  	
   

  
	
  2.

  	
  Title of Composition:

  	
  Time:

  
	
   

  	
  Composer:

  	
  Reel No:

  
	
   

  	
  Publisher:

  	
   

  
	
   

  	
  Vocal or Instrumental:

  	
   

  
	
   

  	
  Background or Visual:

  
	
   

  	
  Master License required:

  	
  Public:

  
	
   

  	
   

  
	
  3.

  	
  Title of Composition:

  	
  Time:

  
	
   

  	
  Composer:

  	
  Reel No:

  
	
   

  	
  Publisher:

  	
   

  
	
   

  	
  Vocal or Instrumental:

  	
   

  
	
   

  	
  Background or Visual:

  
	
   

  	
  Master License required:

  	
  Public:

  
				



 


35

















 


SCHEDULE “3 (B)”


 


TITLE
AND CREDIT REQUIREMENTS


 


The information set
forth below shall be backed up by summaries of the relevant contractual credit
provisions for each party entitled by contract to receive the credit set forth
below, which summaries shall be attached to this memorandum when it is submitted
to Regent Entertainment Pictures.


 


TITLE:


 


	
   

  	
   

  	
  Regular
Title

  	
   

  	
  Artwork

  Title

  	
   

  
	
  [Name of Presenter] Presents

  	
   

  	
  35

  	
  %

  	
  15

  	
  %

  
	
  A [Name of Production Company] Production

  	
   

  	
  35

  	
  %

  	
  15

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [PICTURE TITLE]

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [1st Player]

  	
   

  	
  100

  	
  %

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [2nd Player]

  	
   

  	
  100

  	
  %

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Music by

  	
   

  	
  35

  	
  %

  	
  15

  	
  %

  
	
  [    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Edited by

  	
   

  	
  35

  	
  %

  	
  15

  	
  %

  
	
  [    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Production Designer

  	
   

  	
  35

  	
  %

  	
  15

  	
  %

  
	
  [    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Director of Photography

  	
   

  	
  35

  	
  %

  	
  15

  	
  %

  
	
  [    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Co-Producer

  	
   

  	
  35

  	
  %

  	
  15

  	
  %

  
	
  [    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Executive Producer

  	
   

  	
  35

  	
  %

  	
  15

  	
  %

  
	
  [    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Written by

  	
   

  	
  35

  	
  %

  	
  15

  	
  %

  
	
  [    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Produced by

  	
   

  	
  35

  	
  %

  	
  15

  	
  %

  
	
  [    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Directed by

  	
   

  	
  35

  	
  %

  	
  15

  	
  %

  
	
  [    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  © [Year] [    ]

  	
   

  	
  Color by [    ]

  
	
  All Rights Reserved

  	
   

  	
   

  
	
  Released by
  [        ]

  	
   

  	
   

  



 


36

















 


SCHEDULE “3 (C)”


 


CERTIFICATE
OF ORIGIN


 


This will certify that this Motion Picture
was entirely made with American financing in the United States of America, and on the basis of
the foregoing it is requested that this Motion Picture be treated in the
territory
of                  as
a United States production for distribution, exhibition and importation
purposes.


 


	
  TITLE:

  	
   

  
	
   

  	
   

  
	
  PRODUCTION COMPANY:

  	
   

  
	
   

  	
   

  
	
  PRODUCER:

  	
   

  
	
   

  	
   

  
	
  DIRECTOR:

  	
   

  
	
   

  	
   

  
	
  CAST:

  	
   

  
	
   

  	
   

  
	
  ORIGIN OF FILM:

  	
   

  
	
   

  	
   

  
	
  GAUGE:

  	
  35mm

  
	
   

  	
   

  
	
  LENGTH/RUNNING TIME:

  	
   

  
	
   

  	
   

  
	
  LOCATION OF PHOTOGRAPHY:

  	
   

  
	
   

  	
   

  
	
  YEAR OF PRODUCTION:

  	
  200  

  
	
   

  	
   

  
	
  EDITED IN:

  	
  Los Angeles, California

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
  Authorized signature
  (notarized)

  
			



 


37

















 


“SCHEDULE 4”


 


ATTESTATION
D’AUTEUR 

AUTHOR’S CERTIFICATE


 


Je sousigne


(I, the undersigned)


 


demeurant


(address)


 


 


 


 


declare etre le seul auteur du scenario
original non tire d’une oeuvre anterieure.


(being the sole author of the original
screenplay not being taken from any previous work.)


 


intitule:


(entitled)


 


et authorise


(and authorize)


 


a produire et exploiter un film de cette
oeuvre.


(to produce and distribute a film based on
this work)


 


Le presente autorisation est accordee pour
une duree
de:                 annees
a compter du


                                         .


(The present authorization is given for a
period of       years commencing on
          .)


 


[OR:


Le presente autorisation est accordee pour
une duree de, a’  perpetuite’ a’ compter
du                .


(The present authorization is given for a
period in Perpetuity commencing
on                 .)]


 


	
   

  	
   

  
	
  Signature
  of Author

  	
   

  
	
   

  	
   

  
	
  (notary seal)

  	
   

  



 


38

















 


SCHEDULE 5 


 


SHORT FORM MEMORANDUM OF DISTRIBUTION RIGHTS


 


Reference is made to that
certain screenplay entitled
“[                        ]”
written by [                        ]
and registered in the United States Copyright Office in the name of
[                        ]
on
[                        ],
Certificate No. [                        ]
(the “Screenplay”) and that certain theatrical motion picture entitled
[“                        ”]
based upon the Screenplay (the “Picture”).


 


KNOW
ALL MEN BY THESE PRESENTS: That the undersigned, for value received, hereby
licenses, grants, assigns and sets over unto REGENT WORLDWIDE SALES, LLC and
its successors and assigns (herein called “Licensee”), certain right, title and
interest in and to the Screenplay and the Picture (which together with the
title, themes, contents and characters and other versions thereof, are
hereinafter called the “Work”), including, but not limited to worldwide
distribution rights in all media, and to other rights under copyright, for a term
of years and subject to certain conditions, as more particularly set forth in
that certain Distribution Rights License Agreement (the “Agreement”) between
the undersigned and Licensee dated as of
[               ].


 


Licensee is hereby empowered
to bring, prosecute, defend and appear in suits, actions and proceedings of any
nature under or concerning all copyrights in and to said Work and all renewals
thereof, or concerning any infringement thereof, or interference with any of
the rights hereby granted under said copyrights or renewals thereof, in its own
name or in the name of the copyright proprietor, but at the expense of
Licensee, and, at its option, Licensee may join such copyright proprietor
and/or the undersigned as a party plaintiff or defendant in any such suit,
action or proceeding.


 


IN
WITNESS WHEREOF the undersigned has executed this Short Form Memorandum of
Distribution Rights as of
[                        ].


 


	
  PUBLIC MEDIA WORKS, INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
  Its:

  	
   

  	
   

  



 


On
                ,
20  , 
before me, the undersigned, a Notary Public in
                     ,
                       
personally  known to me or proved
to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity, and that by  his/her/their signature on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.


 


WITNESS my hand and official
seal.


 


	
   

  	
  (This area for official notarial seal)

  
	
  Signature of Notary

  



 


39