exv10w20



 






Exhibit 10.20



WPT
Enterprises, Inc. Portions herein identified by ** have been omitted
pursuant to a request for confidential treatment and have been filed
separately with the Commission pursuant to Rule 24b-2 of the Exchange
Act, as amended.



ACQUISITION MASTER AGREEMENT




     MASTER AGREEMENT (“Agreement”) made as of January 25, 2006, by and between DISCOVERY
COMMUNICATIONS, INC.(“Company”), a Delaware corporation, with offices at One Discovery Place,
Silver Spring, Maryland 20910, on the one hand, and WPT ENTERPRISES, INC. (“Grantor”), with offices
at 1041 North Formosa Avenue, Formosa Building, Suite 99, West Hollywood, CA 90046, on the other
hand.



     Company wishes to license from Grantor, and Grantor wishes to license to Company, certain
rights in program(s) in accordance with the terms set forth herein and in the Standard Terms and
Conditions set forth in Exhibit A and the attachment(s) (“Attachment(s)”) to be attached hereto.
Defined terms used in this Agreement are set forth in Exhibit B.



     Now therefore, in consideration of the foregoing and of the mutual promises and covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:




	I.	 	Program:





          The Program(s) licensed are set forth in the applicable Attachment.




	II.	 	License Fee:





          Company shall pay the License Fee set forth in the applicable Attachment in accordance with
the payment terms set forth therein.




	III.	 	Grant of Rights:





          Company shall have the exclusive right, license and privilege to exhibit, market, distribute,
transmit, perform and otherwise exploit each Program an unlimited number of times on any DCI
Service in the media (“Media”) and territory
(“Territory”) and for the License Period (“Exhibition
Period”) set forth in the applicable Attachment.



January 25,
2006

(WPT Enterprises, Inc.)

Acquisition Master Agreement

Contract ID# 1010430




 









 






	IV.	 	Erasure





     Upon expiration or termination of this Agreement, Company shall erase or destroy all copies of
the Materials in its possession.




	V.	 	Standard Terms and Conditions





     The parties agree that the Standard Terms and Conditions attached hereto as Exhibit A, the
definitions attached hereto as Exhibit B and all Attachments shall be deemed a part of this
Agreement.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the latest date set forth
below.





WPT ENTERPRISES, INC.





			
	By:	 	/s/ Adam Pliska 







			
	Printed Name:	 	Adam Pliska 







			
	Title:	 	General Counsel 







			
	Date:	 	1/26/06 









DISCOVERY COMMUNICATIONS, INC.





			
	By:	 	/s/ Patrick Younge 







			
	Printed Name:	 	Patrick Younge 







			
	Title:	 	EVP/GM Travel Channel 







			
	Date:	 	 
 











January 25,2006

(WPT Enterprises, Inc.)

Acquisition Master Agreement

Contract ID# 1010430




2









 





PART OF AGREEMENT BETWEEN DISCOVERY COMMUNICATIONS, INC. AND

WPT ENTERPRISES, INC.

DATED AS OF JANUARY 25, 2006




EXHIBIT A 

STANDARD TERMS AND CONDITIONS 




     The following terms and conditions shall apply to the Agreement to which this Exhibit is
attached:




	1.	 	INTENTIONALLY OMITTED






	2.	 	Exclusivity





     Except as permitted by Company hereunder, no Program, nor any elements or versions thereof,
shall be exhibited within the Territory during the License Period by means of Television.




	3.	 	Materials





     3.1 Grantor shall, at Grantor’s expense, deliver to DCI, all of the program materials
(“Materials”) set forth in Exhibit B to the Attachment for each Program at the address set forth in
the applicable Attachment, or such other address as Company may designate, no later than the
Delivery Date specified in such Attachment.



     3.2 Company shall examine the Materials within sixty (60) days after receipt to determine if
the Materials comply with all applicable Company standards. If the Materials do not comply with
such standards in any respect, Company shall have the right to correct such defects at Grantor’s
reasonable cost, or to require Grantor to replace promptly the unacceptable Materials. Company
agrees that if, Company determines, in its sole discretion, that time permits, it shall contact
Grantor and require Grantor to replace promptly the unacceptable materials prior to undertaking to
correct such defects itself. If Company corrects the problem, Company may either (i) offset the
costs incurred by Company against the License Fee payable to Grantor, or (ii) bill Grantor for such
costs and Grantor shall promptly reimburse Company for any such costs upon receipt of DCl’s
invoice. Company may make such copies of the Materials as it shall require to exercise its rights
hereunder.



     3.3 Delivery of all of the Materials by the Delivery Date for each Program is of the essence
of this Agreement. In the event of any failure of timely delivery by Grantor, in addition to any
other rights which it may have, Company shall have the right to immediately terminate this
Agreement as it relates to the applicable Program, or if DCI, in its discretion, elects to accept
such Program, Company may reschedule the start of the License Period, in DCl’s sole discretion. The
Materials delivered to Company hereunder shall be duplicate copies, and Company expressly disclaims
liability for any damage or loss to any original master delivered by Grantor to DCI.




	4.	 	Consideration





     4.1
Company shall have no obligation to Grantor to exercise any or all of its rights
hereunder, and for each Program, Company shall have fully discharged its duties hereunder by paying
Grantor the applicable License Fee specified in the Agreement.



     4.2 In making payment of the License Fee provided in the applicable Attachment, Company shall
withhold all taxes that may be required to be withheld. If Company fails to withhold any taxes,
Company may (a) require Grantor to reimburse Company in the amounts that should have been withheld;
or (b) deduct the amounts that should have been withheld from future payments (if any).




	5.	 	Incidental Rights





     5.1 DCI, its subsidiaries, affiliates, representatives and agents shall have the right:



          (a) To advertise, promote, and publicize the Program, Company and/or DCl’s affiliated
programming services worldwide in all media including theme parks (“Publicity”).
Publicity may incorporate any elements from the Program and elements created by or for DCI. In
connection therewith, Grantor will deliver to Company a reasonable quantity of publicity materials,
including but not limited to pressbooks, artwork, slides and stills. DCl’s right to use the
publicity materials hereunder include, without limitation, use in connection with industry awards
events which feature the Program during or after the License Period. No use hereunder shall
constitute an endorsement of any other product or service.



January 25,2006

(WPT Enterprises, Inc.)

Acquisition Master Agreement

Contract ID# 1010430




Exhibit A -Page 1




 









 








          (b) To edit, modify or alter the Program in any manner, including but not limited to the right
to dub, subtitle and/or voiceover in any language and other customizations, and to include the
Program as part of an anthology or series of programs under the Program’s title or another title
provided that any Program included as part of an anthology or series must be shown in its entirety.
Company shall own all elements it creates (“Company Program Elements”).



     5.2 Unless otherwise specified in the applicable Attachment, Company shall have the right to
edit, remove and/or reposition the Program credits, provided Company will exhibit the customary
credits (e.g., writer, producer, director, talent). Company shall have the right to include credits
for Company production personnel in connection with the Program. The total running length of
program credits, including Company credits, shall not exceed thirty (30) seconds. Casual or
inadvertent failure by Company to accord any credit shall not be deemed a material breach. Upon
written notice Company shall take reasonable steps to prospectively cure any credit defect.




	6.	 	Warranties





     Grantor hereby represents and warrants as follows:



     6.1 Grantor has the right to enter into this Agreement and perform all obligations
hereunder.



     6.2 To the extent applicable and unless otherwise set forth in the applicable Attachment, each
Program licensed hereunder shall be documentary in nature and shall not contain any endorsement of
any product or service. In order to maintain DCl’s worldwide reputation as a premier source of
highly credible, non-fiction programming, all statements of fact contained in the Program(s) shall
be true and accurate and shall be substantiated by adequate research in keeping with generally
accepted standards for first-class documentary film makers. Moreover, all dramatizations and
reenactments shall be clearly identified as such. Without limiting any additional rights Company
may have under this Agreement, Grantor shall assume all costs reasonably incurred by Company in
order to correct any factual inaccuracies contained in the Program as of the date of delivery.



     6.3 Grantor has paid or will pay all charges, taxes, license fees and other amounts that have
been or may become owed in connection with each Program or the exercise of any rights granted
herein, and there are no pending claims, liens, charges, restrictions or encumbrances on any
Program or on such rights.



     6.4 The exercise of the rights granted herein by Company and its successors, licensees, and
assignees will not violate any law, regulation or right of any kind whatsoever or give rise to any
actionable claim or liability. Each Program is free of any moral rights or comparable obligations
to any third party.



     6.5 No claims have been made or are pending against Grantor or any other individual or entity
arising out of any exhibition of the Program, if any such exhibition has been made.



     Company hereby represents and warrants as follows:



     6.6 Company has the right to enter into this Agreement and perform all obligations hereunder.
The person executing this Agreement on behalf of Company is fully empowered to do so.



     6.7 Company shall exercise only those rights granted to Company hereunder and shall not permit
any use of the Programs in any manner which is inconsistent with the provisions of this Agreement.



     6.8 There is no present or threatened litigation which might impair Company’s ability to
perform its obligations under this Agreement.




	7.	 	Indemnity





     Each party shall at all times indemnify and hold harmless the other party, its affiliates,
licensees, assignees and parent, subsidiary and affiliated companies, and the officers, directors,
shareholders, employees and agents of all such entities against and from any and all claims,
damages, liabilities, costs and expenses (including, without limitation, reasonable outside counsel
fees and disbursements) arising out of any breach or alleged breach by it of any representation,
warranty or other provisions hereof. In the event of any claim or service of process upon a party
involving the indemnification hereinbefore set forth, the party receiving such notice shall
promptly notify the other of the claim. The indemnifying party will promptly adjust, settle, defend
or otherwise dispose of such claim at its sole cost. If it so elects, the indemnified party shall
have the right at its sole cost to engage its own counsel in connection



January 25,
2006

(WPT Enterprises, Inc.)

Acquisition Master Agreement

Contract ID# 1010430




Exhibit A
- Page 2




 









 




with such claim. In the event that the indemnitee determines that the indemnitor is not diligently
and continuously defending any such claim, the indemnitee shall have the right, on its own behalf
and as attorney-in-fact for indemnitor, to adjust, settle, defend or otherwise dispose of such
claim. Any costs incurred by the indemnitee in connection therewith shall be promptly reimbursed by
the indemnitor, and if the indemnitor fails to so reimburse the indemnitee, the indemnitee shall be
entitled to deduct such amounts from any other sums payable to the
indemnitor under the Agreement.





	8.	 	Protection of Copyright





     8.1 Grantor shall take all reasonable steps to protect all copyrights pertaining to each
Program from infringement and will institute such action and proceedings as may be reasonable to
prevent any unauthorized use, reproduction, exhibition or exploitation by third parties of each
Program, or any part thereof, or the material on which the Program is based which may be in
contravention of the rights granted to Company hereunder.



     8.2 If Grantor elects not to take any action in the event of any infringement of copyright
or of
Company’s rights hereunder, Grantor shall so notify Company promptly and Company shall have the
right, but not the obligation, to take such action as Company shall deem reasonable in the
circumstances. In the event that Grantor elects not to take any action in the event of any
infringement of copyright or of Company’s rights hereunder, Grantor hereby appoints Company its
attorney-in-fact to act in its name to prevent any unauthorized use, reproduction, exhibition or
exploitation of any Program or any part thereof. Any damages awarded or settlement payments made as
a result of any action taken by Company shall remain DCI’s property.




	9.	 	Insurance





     Grantor shall secure a policy of Producer’s (Errors and Omissions) liability insurance
applicable to the exhibition of the Program hereunder, having limits of at least $1,000,000 per
occurrence, $3,000,000 in the aggregate, and a deductible of no more than $10,000, with respect to
each loss or claim involving the same offending act, failure to act, or matter whether made by one
or more persons and regardless of frequency of repetition relating to the Program and insuring
Grantor against all liability assumed by Grantor hereunder. Such policy shall be secured at
Grantor’s own cost and shall be maintained throughout the License Period. The insurance obtained by
Grantor pursuant to this paragraph 9 shall name Company as an additional insured. Promptly after
securing such policy but in no event later than the Delivery Date, Grantor shall furnish Company
with a customary certificate attesting to such insurance and outlining its terms and limits.




	10.	 	Relationship of Parties





     Nothing contained in this Agreement shall create any partnership or joint venture between the
parties. Neither party may make binding commitments on the part of the other, except as otherwise
specifically agreed hereunder. This Agreement is not for the benefit of any third party not a
signatory hereto and shall not be deemed to give any right or remedy to any such party whether
referred to herein or not.




	11.	 	Notices





     Notices shall be in writing and delivered by personal delivery; first class certified or
registered mail, return receipt requested; U.S. Express mail, or an express overnight service (such
as Federal Express); or telecopier (with confirmation and concurrent mailing), addressed as set
forth in the Agreement or such other address designated by a party in writing. Notice shall be
deemed to have been given when actually received.




	12.	 	Default





     If Grantor defaults in the performance of any of its material obligations hereunder (with the
exception of a default in delivery which is covered in paragraph 3.3 hereof) and such default shall
not be cured within ten (10) days after written notice thereof to Grantor, or if Grantor
becomes insolvent, or if a petition under any bankruptcy act shall be filed by or against
Grantor which petition, if filed against Grantor, shall not have been dismissed within sixty (60)
days thereafter, or if Grantor executes an assignment for the benefit of creditors, or if a
receiver is appointed for the assets of Grantor, or if Grantor takes advantage of any insolvency or
any other like statute (any of the above acts are hereinafter called “Event of Default”), then
Company may, in addition to any and all other rights which it may have against Grantor, terminate
this Agreement by giving written notice to Grantor at any time after the occurrence of an Event of
Default. Notwithstanding such termination, the indemnities, warranties and representations set
forth herein shall remain in full force and effect.



January 25,
2006

(WPT Enterprises, Inc.)

Acquisition Master Agreement

Contract ID# 1010430




Exhibit A — Page 3




 









 









	13.	 	Miscellaneous





     13.1 This Agreement contains the entire understanding and supersedes all prior understandings
between the parties relating to the subject matter herein and this Agreement cannot be changed or
terminated except in a writing executed by both parties. This Agreement may not be assigned by
either party without the prior written consent of the other. Notwithstanding the foregoing, either
party may assign this Agreement to a parent, subsidiary or affiliate or to a company to which
either party is sold or into which either party is merged or consolidated; provided such assignment
shall not relieve the assigned party of its obligations hereunder. Each party will, upon the
other’s request, promptly furnish to the other copies of such agreements or other documents as the
other may reasonably desire in connection with any provisions of this Agreement.



     13.2 All provisions hereof shall be kept strictly confidential by the parties and may not be
disclosed without prior written consent (except that each party may disclose such matters, to the
extent reasonably necessary, to its attorneys, auditors, consultants, shareholders and other
fiduciaries, provided such fiduciaries commit in writing to abide by the confidentiality provisions
set forth in this subparagraph). Grantor shall not issue any non-incidental or derogatory public or
press statements about the Program in the Territory without DCl’s prior written permission.



     13.3 If either party is materially hampered from performing hereunder by reason of any law,
natural disaster, labor controversy, war, or any similar event (“Force Majeure”) failure to perform
shall not be deemed a breach of or default under this Agreement and neither party shall be liable
to the other therefor. If a Force Majeure continues for more than four (4) weeks, then upon notice,
Company may terminate this Agreement as it relates to the applicable Program without further
liability to Grantor, except for appropriate payment or adjustment in regard to payments to be made
hereunder, if any, prior to termination.



     13.4 This Agreement shall be construed and enforced under the laws of the State of New York.
Grantor and Company hereby consent to and submits to the jurisdiction of the federal and state
courts located in the State of New York. Grantor and Company waive any defenses based upon lack of
personal jurisdiction or venue, or inconvenient forum.



     13.5 If any provision herein is unenforceable then such provision shall be of no effect on
any other provision hereof.



     13.6 No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.



     13.7 Rights and remedies granted to Company hereunder are cumulative. The exercise of one
shall not diminish or affect any other rights or remedies at law or in equity. Grantor’s sole
remedy under this Agreement shall be an action at law for damages; Grantor shall not be entitled to
equitable relief.



     13.8 Grantor acknowledges that the names and marks “DSC”, “Discovery Channel”, “TLC”, and any
other Company (or any Company subsidiary or affiliate) trademarks and any logos and variations
incorporating the same, are as between Grantor and Company the exclusive property of Company and
that Grantor has not and will not acquire any proprietary or exploitation rights thereto by reason
of the Agreement unless expressly provided for herein.



January 25,
2006

(WPT Enterprises, Inc.)

Acquisition Master Agreement

Contract ID# 1010430




Exhibit A — Page 4




 









 








PART OF AGREEMENT BETWEEN DISCOVERY COMMUNICATIONS, INC. AND

WPT ENTERPRISES, INC.

DATED AS OF JANUARY 25, 2006




EXHIBIT B

DEFINED TERMS




MEDIA




     (i) “DCI Services” shall mean any content services in which Discovery Communications, Inc.
(“DCI”) has an ownership interest or controls or shares control of content decisions, or to which
DCI supplies content to be packaged with a DCI trademark or logo including the Discovery Channel
logo, TLC logo, Animal Planet logo, Travel Channel logo, Discovery Health logo, Discovery Kids
logo, discovery.com logo, Discovery HD Theater logo or any other DCI logo or trademark.



     (ii) “Direct Response Home Video” shall mean the distribution, licensing, sale, rental, and/or
exploitation via any analog or digital medium (e.g., without limitation, video cassettes, DVDs,
digital videodiscs, compact videodiscs or in any other analogous format now known or hereafter
invented), directly to consumers via any DCI-controlled outlet (including, without limitation, any
DCI Service, any DCI-controlled catalogue and any DCI- controlled retail store), for private
viewing of the visual images and synchronized audio-track by means of playback device which causes
a visual image on the screen of a television receiver, computer or comparable device, where both
the playback device and the receiver are located in the same location.



     (iii) “Home Video” shall mean the distribution, licensing, sale, rental and/or exploitation
via any analog or digital medium (e.g., without limitation, video cassettes, DVDs, digital
videodiscs, compact videodiscs or in any other analogous format now known or hereafter invented),
for private viewing of the visual images and synchronized audio-track by means of playback device
which causes a visual image on the screen of a television receiver, computer or comparable device,
where both the playback device and the receiver are located in the same location.



     (iv) “Institutional Non-Theatrical Media” shall mean the distribution, exhibition, licensing,
sale, rental and/or exploitation on video cassettes, videodiscs, closed circuit or in any other
analogous format, now known or hereafter invented, to schools, libraries, churches, museums, summer
camps, private businesses and other markets customarily referred to as “school”, “educational”
“instructional” or “institutional”; provided, Institutional Non-Theatrical Media shall not include
any distribution to any person, entity or venue (including but not limited to those described
above) for any exploitation or exhibition to audiences where a charge for admission is made.



     (v) “Non-Standard Television” shall mean transmission to individual or multiple receivers by
all means of technology, whether now existing or hereafter invented, other than Standard
Television. “Non-Standard Television” shall include, without limitation, transmission by means of
cable, direct broadcast satellite, pay DTT, LPTV, CATV, SMATV, MMDS, TVRO, microwave, wireless
cable, online, DSL, ADSL, via file server, telephonic, scrambled UHF, super stations, and closed
circuit television systems.



     (vi) “On-Line Rights” shall mean the right to reproduce, copy, modify, adapt, create
derivatives, use or otherwise exploit all or any portion of the Program, elements and/or versions
thereof in combination with or as a composite of other content of any nature, including but not
limited to, text, data, photographs, illustrations and/or video or audio segments or any
combination of the foregoing, and to transmit or deliver the resulting combination or composite
product by means of any telecommunications system or any broadcast technology (whether now known or
hereafter developed), whether analog or digital, capable of reception
and display on and/or through
electronic devices (e.g., personal computers, network computers, televisions, handheld devices,
cell phones or other reception devices, whether now known or hereafter devised) using a central
processing unit to access content, irrespective of whether such networks
or devices are open or proprietary, public or private, or whether a fee is charged or a
subscription or membership is required in order to access such networks or devices. For the
avoidance of doubt, this encompasses, without limitation, any services distributed by means of the
worldwide matrix of interconnecting computers using the TCP/IP protocols or subsequent technologies
and/or protocols such as, but not limited to the “Internet”
or “World Wide Web” or higher speed
connections.



     (vii) “Standard Television” shall mean television distribution by a UHF or VHF television
broadcast station or by unencrypted digital transmission, the video and audio portions of which are
intelligibly receivable without charge by means of standard roof top or television set built-in
antennas; provided, for purposes of this Agreement the broadcast like those in England by the BBC
in which a license fee, tax or similar charge is made for use of a television shall be considered
Standard Television. Without limiting the foregoing, Standard Television shall include
conventional, over-the-air television as well as the collection of retransmission copyright
royalties related thereto.



January 25,2006

(WPT Enterprises. Inc.)

Acquisition Master Agreement

Contract ID# 1010430




Exhibit B — Page 1




 









 








     (viii) “Television” shall mean all forms of Standard Television and Non-Standard
Television.



     (ix) “Transportation Non-Theatrical Media” shall mean the distribution, licensing, sale,
rental and/or exploitation on video cassettes, videodiscs or in any other analogous format, now
existing or hereafter invented, to airline, rail, cruise and other markets customarily referred to
as “in-flight” or “transportation” (including, without limitation, air, rail or cruise
transportation bearing the flag of any country within the Territory or based in any country within
the Territory, travelling to any country within or outside of the Territory).



January
25, 2006

(WPT Enterprises, Inc.)

Acquisition Master Agreement

Contract ID# 1010430




Exhibit B -Page 2




 









 








TERRITORIES




     (i) “Africa Territory” shall mean Algeria, Angola, Benin, Botswana, Burkina Faso, Burundi,
Cameroon, Cape Verde, Central African Republic, Chad, Comores Islands, Congo, Djibouti, Egypt,
Equatorial Guinea, Eritrea, Ethiopia, Gabon, Gambia, Ghana, Guinea, Guinea Bissau, Ivory Coast,
Kenya, Lesotho, Liberia, Libya, Madagascar, Malawi, Mali, Mascarenes Islands, Mauritania, Mayotte,
Morocco, Mozambique, Namibia, Niger, Nigeria, Reunion, Rwanda, San Tome & Principe, Senegal,
Seychelles, Sierra Leone, Somalia, South Africa, Sudan, Swaziland, Tanzania, Togo, Tunisia, Uganda,
Western Sahara, Zaire, Zambia, Zimbabwe.



     (ii) ‘Canadian Territory” shall mean Canada, its territories, possessions,
commonwealths, instrumentalities and protectorates.



     (iii) “Caribbean Territory” shall mean Anguilla, Antigua & Barbuda, Aruba, Bahamas,
Barbados,
Bermuda, British Virgin Islands, Cayman Islands, Cuba, Dominica, Dominican Republic, Grenada,
Guadeloupe, Haiti, Jamaica, Martinique, Montserrat, Netherland Antilles, Puerto Rico, St. Lucia,
St. Kitts & Nevis, St. Vincent & Grenadines, Trinidad & Tobago, Turks & Caicos Islands, U.S. Virgin
Islands.



     (iv) “Central/South Asian Territory” shall mean the following: Afghanistan, Brunei, Cambodia,
China, Hong Kong, Indonesia, Japan, Laos, Macao, Malaysia, Mongolia, Mauritius, Myanmar, North
Korea, Papua New Guinea, Philippines, Seychelles Islands, Singapore, South Korea, Taiwan, Thailand,
Vietnam.



     (v) “European Territory” shall mean Albania, Belgium, Bosnia, Bulgaria, Commonwealth of
Independent States, Croatia, Cyprus, Czech Republic, Estonia, Finland, Greece, Hungary, Iceland,
Kingdom of Denmark, Latvia, Lithuania, Luxembourg, Macedonia, Malta, Norway, Poland, Romania,
Slovakia, Slovenia, Sweden, The Netherlands, Yugoslavia (also known as Serbia and Montenegro).



     (vi) “German Territory” shall mean Austria, Germany, Liechtenstein, Luxembourg, Switzerland,
South Tyrol.



     (vii) “Iberia Territory” shall mean Andorra, Portugal, Spain.



     (viii) “India Territory” shall mean Bangladesh, Bhutan, India, Maldives, Nepal, Pakistan,
Sri Lanka.



     (ix) “Italy Territory” shall mean Capodistria, Italy, Malta, San Marino, Switzerland,
Vatican City.



     (x) “Latin America Territory” shall mean Argentina, Belize, Bolivia, Brazil, Chile, Colombia,
Costa Rica, Ecuador, El Salvador, Falkland Islands, French Guyana, Guatemala, Guyana, Haiti,
Honduras, Mexico, Nicaragua, Panama, Paraguay, Peru, Suriname, Uruguay, Venezuela and the Caribbean
Territory (as defined above).



     (xi) “Middle
East Territory” shall mean Aramco, Bahrain, Cyprus, Iran, Iraq, Israel, Jordan,
Kuwait, Lebanon, Oman, Palestine, Qatar, Saudi Arabia, Syria, Turkey, United Arab Emirates, Yemen.



     (xii) “North American Territory” shall mean the United States Territory and the Canadian
Territory.



     (xiii) “Pacific Rim Territory” shall mean Australia, New Zealand, American Samoa, Cook
Islands, Fiji, French Polynesia, Guam, Kiribati Islands, Marshall Islands, Micronesia, Nauru, New
Caledonia, Niue, North Mariana Islands, Palau, Solomon Islands, Tonga, Tuvalu, Vanuatu, Wallis &
Futuna Islands, Western Samoa.



     (xiv) “UK Territory” shall mean the United Kingdom of Great Britain, Northern Ireland, Eire,
Isle of Man and the Channel Islands.



     (xv) “United States Territory” shall mean the United States, its territories, possessions,
commonwealths, instrumentalities, protectorates and military bases.



January 25,
2006

(WPT Enterprises, Inc.)

Acquisition Master Agreement

Contract ID# 1010430




Exhibit B -Page 3





 










 






ATTACHMENT FOR NEW PROGRAM

DATED AS OF JANUARY 25, 2006, BETWEEN DISCOVERY COMMUNICATIONS, INC.

(“COMPANY”) AND WPT ENTERPRISES, INC. (“PRODUCER”)

TO MASTER AGREEMENT DATED AS OF JANUARY 25, 2006

BETWEEN DISCOVERY COMMUNICATIONS, INC. AND WPT ENTERPRISES, INC.

located at 5700 Wilshire Blvd., Suite 350, Los Angeles, California 90036




1. PROGRAMS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Com,	 	 	 	 	 	 	 	 
	Title: Episode	 	Run	 	 	 	 	 	License	 	License
	Name	 	Time	 	Media	 	Territory	 	Period	 	Fee
	Professional Poker
Tour: Season 1; A
five (5) tournament
poker series, each
culminating with a
final championship
table (i.e., for a
total of 5
championship
tables) (Subject to
paragraph 7B, 24
episodes; (each,
an “Episode”)
The Professional
Poker Tour
sometimes will
herein be referred
to as the “PPT”.

	 	120 minutes 
per Episode
	 	Non-Standard

Television on any

DCI Service


Transportation

Non-Theatrical

Media (as defined

below)
	 	United States

Territory
	 	4 years, commencing
on the earlier of
(a) the first
exhibition of the
Episode in the
United States
Territory; and (b)
the date which is
sixty (60) days
after delivery to
and acceptance by
Company of the
Episode.
	 	** Dollars
($**) per
episode for twenty
four (24) Episodes
(i.e. **),
subject to
paragraph 7B below






2. DELIVERY MATERIALS AND DATE(S)




          The Episodes constituting the Program shall be photographed, mastered and delivered to Company
in accordance with Exhibits D (“Program Materials”) and G (“Technical Specifications”) attached thereto. The Program shall be produced and delivered in accordance



Date:
January  , 2006 (Professional Poker Tour)

Contract #:  

Master Code #:  

WPT001/ACQ/Company/PL/SC/CG



PPT DCI Comments 01 25 06 version 2



-1-









 




with Exhibit F (“Production Schedule”). Producer acknowledges that timely delivery is of the
essence of this Agreement with respect to the applicable Program for Season 1 and for all
subsequent Seasons of the Program (if any are produced hereunder). Company acknowledges that
timely payment of the License Fee and each portion thereof in accordance with the Payment Template
and the Payment Schedule is of the essence of this Agreement. For purposes of clarity, Producer
acknowledges that Producer’s remedy in the event of breach shall be limited by the terms of
paragraph 13.7 of the Master Agreement and paragraph 17. P. below.




3. LICENSE FEE AND PAYMENT SCHEDULE




     The License Fee shall be payable in accordance with Exhibit C-1 (“Payment Template”) and
Exhibit C-2 (“Payment Schedule”). Company has the right to withhold any payments respecting an
Episode to Producer in the event Producer fails to deliver any of the Program Materials respecting
such episode.



4. ADDITIONAL REGULAR SEASON PROGRAMS




     A. Provided that Company is not in material breach of this Agreement, Company shall have three
(3) consecutive, dependent, exclusive options (each, an “Option”), exercisable in Company’s
discretion, to require Producer to produce and deliver to Company, additional seasons of the
Program (each, a “Season”) of between twenty-four (24) and twenty-six (26) Episodes per Season
(each, an “Additional Series Order”), subject to Paragraph 7 below. Company’s Option for each
Season expires on the date sixty (60) days prior to the date (the “Option Exercise Deadline”) of
commencement of production on the first poker tournament of the immediately following Season (the
“Season Commencement Date”). Producer shall inform Company in writing of the Season Commencement
Date for each of Seasons 3 and 4 at least one hundred and eighty days (180) prior to the Season
Commencement Date for such Seasons. If Producer does not inform Company of the Season Commencement
Date at least one hundred and eighty days (180) prior to the Season Commencement Date for Season 3
or 4, the Option Exercise Deadline shall be extended the number of days that notification of the
Season Commencement Date is delayed (e.g., If the Season Commencement Date notification is
ten (10) days late, the Option Exercise Deadline shall be moved to a date which is fifty (50) days
prior to the Season Commencement Date). Notwithstanding anything to the contrary contained herein,
the Option Exercise Deadline for Season 2 shall be April 1, 2006; provided that, Company agrees to
evaluate and notify Producer whether Company is going to elect to exercise the Option as soon as
reasonably possible subsequent to the point in time that Producer delivers six (6) Episodes of the
Season 1 Program to Company in rough cut format if such delivery occurs prior to April 1, 2006.
Company may exercise the Option by notifying Producer in writing of its intention to exercise the
Option on or before the Option Exercise Deadline. If Company elects not to exercise the Option, or
if Company fails to exercise the Option by notifying the Producer in writing prior to or on the
Option Exercise Deadline, then Producer shall have no further obligations to Company with respect
to subsequent Seasons, unless otherwise set forth herein, and Company shall have no further rights
with respect to subsequent Seasons, unless otherwise set forth herein. If an Option is exercised
by Company, all of the terms and conditions of this Agreement shall be equally applicable to each
and all of the Episodes constituting the Additional



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Series Order and shall govern the respective rights, duties and obligations of the parties hereto
with respect to each and all Additional Series Orders, except only as follows:



     (i) The applicable Treatment, Production Schedule, Program Materials and Payment Schedule for
the Additional Series Orders shall be subject to Company’s approval with respect to each Additional
Series Order; provided however in the event Company requires changes in the Program Materials set
forth in Exhibit D in such a manner as to cause Producer to incur additional cost, Company shall
agree to an increase in the License Fee to accommodate such additional cost, with such increase
subject to Company’s approval (not to be unreasonably withheld). The applicable Payment Schedule
for the Additional Series Orders shall be subordinate to the Payment Template (i.e. in the event of
an inconsistency between the Payment Schedule and the Payment Template, the Payment Template shall
control). Producer shall prepare and deliver the Production Schedule to Company, which such
Production Schedule shall be approved by Company within ten (10) business days after receipt from
Producer. Within one (1) week after the Production Schedule for each Additional Series Order is
approved by Company, Company shall prepare and deliver to Producer a Payment Schedule (made in
accordance with the terms of the Production Schedule and the Payment Template) for the applicable
Additional Series Order, and Producer shall have approval rights over such Payment Schedule (not to
be unreasonably withheld); provided that, if for any reason the Payment Schedule is not prepared
and/or approved prior to the accrual of Payment A in accordance with the Payment Template, Company
shall pay the Payment A amount to Producer in accordance with the Payment Template.



     B. In the event that Producer continues to organize the PPT events but gives Company notice in
writing within one hundred eighty (180) days subsequent to Company’s exercise of the Option for an
Additional Series Order, that Producer or a successor company of Producer through a spin-off,
subsidiary drop down, sale, merger, acquisition or amalgamation (“Successor Company”) does not
intend to produce any Programs or Specials (which such election by Producer or Successor Company
shall not be a breach of this Agreement) in connection with such Season, Company, at its election,
shall have the right to contract with another production entity to produce the Programs respecting
that Season and Specials relating thereto (each, a “Company Produced Program”, collectively, the
“Company Produced Programs”). Producer or Successor Company shall grant to Company a license to use
the Professional Poker Tour names and marks in a manner consistent with the rights granted to
Company in this Agreement for the exploitation of the Company Produced Programs, along with all
other intellectual property rights necessary to comply with and take advantage of the terms of this
Agreement and to produce programs consistent with the quality, theme and content of the Programs,
subject to Company editorial control. In such a case, Company shall own all Television and
Non-Theatrical Rights in these Company Produced Programs throughout the world, in perpetuity.
Producer shall be entitled to a license fee of USD$40,000 for each calendar year in which Company
exploits, or permits a third party to exploit, the Television rights in and to a Company Produced
Program, payable to Producer within thirty (30) days of the initial broadcast of each such Company
Produced Program in each such calendar year. All other rights shall be negotiated in good faith
between the parties provided that Company shall have a right of first negotiation and last refusal
for such rights (as defined in Paragraph 7 below).



5. Intentionally Omitted




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6. Intentionally Omitted




7. ADDITIONAL SERIES EPISODES AND ADDITIONAL SPECIALS WITHIN SEASON 




     A. Company shall have pre-approval over any name or identity of an event constituting the PPT;
which such approval shall not unreasonably be withheld by Company.
Company pre-approves the following Casinos and/or events in connection with PPT: PPT Foxwoods, PPT
Bay 101, PPT Commerce Casino, PPT Bellagio and PPT Mirage.



     B. (i) Company shall have the right to require Producer to produce up to a maximum of two (2)
additional series Episodes (“Additional Series Episodes”) per Season (i.e., over the Twenty Four
Series Episodes per season), subject to payment of the License Fee per Episode (“Additional Series
Episode Exercise”), provided that Company exercise its Additional Series Episode Exercise on or
before the Option Exercise Deadline for that particular Season. The Company’s election to require
any Additional Series Episode shall not require Producer to add an additional Event to the PPT
Tournament (i.e., the two Additional Series Episodes may be constituted from footage from the Five
(5) tournaments constituting the PPT).



     (ii) Unless the parties otherwise agree in writing, the License Fee for each Additional Series
Episode shall be $** per hour.



     (iii) The applicable Treatment, Production Schedule, Program Materials and Payment Schedule
for the Additional Series Episodes shall be subject to Company’s approval with respect to each
Additional Series Episode; provided however in the event Company requires changes in the Program
Materials as set forth in Exhibit D in such a manner as to cause Producer to incur additional cost,
Company shall agree to an increase in the License Fee to accommodate such additional cost, with
such increase subject to Company’s approval (not to be unreasonably withheld). The applicable
Payment Schedule for the Additional Series Episodes shall be subordinate to the Payment Template
(i.e. in the event of an inconsistency between the Payment Schedule and the Payment Template, the
Payment Template shall control). Producer shall prepare and deliver the Production Schedule to
Company, which such Production Schedule shall be approved by Company within ten (10) business days
after receipt from Producer. Within one (1) week after the Production Schedule for each Additional
Series Episode is approved by Company, Company shall prepare and deliver to Producer a Payment
Schedule (made in accordance with the terms of the Production Schedule and the Payment Template)
for the applicable Additional Series Episode, and Producer shall have approval rights over such
Payment Schedule (not to be unreasonably withheld; provided that, if for any reason the Payment
Schedule is not prepared and/or approved prior to the accrual of Payment A in accordance with the
Payment Template, Company shall pay the Payment A amount to Producer in accordance with the Payment
Template.



     C. Company and Producer may mutually agree to add additional specials for any given Season
(“Additional Specials”). For purpose of clarity, there shall be no obligation on Company to agree
to any further Additional Specials, and there shall be no obligation on Producer to delivery any
further Additional Specials pursuant to this Agreement. Except as



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mutually agreed by the parties in writing, all of the terms and conditions of this Agreement
hereof shall be equally applicable and shall govern the respective rights, duties and obligations
of the parties hereto with respect to each and all of such Additional Specials provided that: The
applicable, Production Schedule, Production Materials and Payment Schedule for the Additional
Specials shall be subject to the mutual approval of the Parties with respect to each Additional
Special; provided however in the event Company requires changes in the Program Materials set forth
in Exhibit D in such a manner as to cause Producer to incur additional cost, Company shall agree to
an increase in the License Fee to accommodate such additional cost, with such increase on subject
to Company’s approval (not to be unreasonably withheld). The applicable Payment Schedule for the
Additional Specials shall be subordinate to the Payment Template (i.e., in the event of an
inconsistency between the Payment Schedule and the Payment Template, the Payment Template shall
control). Producer shall prepare and deliver the Production Schedule to Company, which such
Production Schedule shall be approved by Company within ten (10) business days after receipt from
Producer. Within one (1) week after the Production Schedule for the Additional Specials is
approved by Company, Company shall prepare and deliver to Producer a Payment Schedule (made in
accordance with the terms of the Production Schedule and Payment Template) for the applicable
Additional Special, and Producer shall also have approval rights over such Payment Schedule (not to
be unreasonably withheld; provided that, if for any reason the Payment Schedule is not prepared
and/or approved prior to the accrual of Payment A in accordance with the Payment Template, Company
shall pay the Payment A amount to Producer in accordance with the Payment Template. Unless the
parties otherwise agree in writing, the License Fee for each
Additional Special shall be $**
per hour.



     D. Producer acknowledges and agrees that Producer will maintain first-class production values
in keeping with current cable television industry standards at the time of production taking into
account the Company-approved budget.



8. ADDITIONAL PPT SEASON PROGRAMS AFTER FINAL OPTION/ FIRST NEGOTIATION, LAST REFUSAL




     A. If Company exercises its third Option under Paragraph 4 above (for the Season 4 Programs),
and provided that Company is not in material breach of this Agreement, Company shall have an
exclusive right of first negotiation and last refusal with respect to the development and/or
production of any additional program(s) covering, or presenting Professional Poker Tour tournaments
(e.g., Professional Poker Tour V) (“Additional PPT Season Program(s)”). Producer agrees to notify
Company in writing in the event Producer (either itself or through any other entity) elects to
produce any Additional PPT Season Program(s), one hundred and eighty (180) days prior to beginning
of the applicable PPT event, thus triggering Company’s right of first negotiation and last refusal.
The parties shall negotiate exclusively and in good faith for a period of sixty (60) days after
Company’s receipt of such notice (the “Exclusive Negotiation Period”) with respect to the terms and
conditions for Company’s participation in the exploitation of such Additional PPT Season
Program(s).



     B. If Company notifies Producer that it is no longer interested in the Additional PPT Season
Program(s) or the foregoing negotiations between the parties with respect to such Additional PPT
Program(s) do not result in an agreement, Producer shall thereafter be free to enter into
negotiations with any third party with respect to such Additional PPT Season



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Program(s), provided, Producer will notify Company in writing of the material terms of any
third-party offer Producer would like to accept, and Company shall thereafter have a period of
fifteen (15) days to match and preempt such offer by giving Producer written notice of its
acceptance of the material terms contained in the notice to Company. If Company fails to match and
preempt the third-party offer, Producer will be free to accept such third-party offer. In the
event the third-party offer shall not materialize into an agreement with the third party, the last
refusal rights of Company shall be in full force and effect with respect to any succeeding
third-party offer(s). However, in the event the third-party offer does materialize into an
agreement with the third party, the rights of first negotiation and last refusal of Company shall
terminate, and Producer shall have no further obligations, unless otherwise set forth herein, and
Company shall have no further rights with respect to any Additional PPT Season Programs, unless
other wise set forth herein.



9. NON-PPT PROGRAMS / FIRST NEGOTIATION, LAST REFUSAL




     A. Provided that Company is not in material breach of this Agreement, and other than with
respect to any programs related to the World Poker Tour, Company shall have an exclusive right of
first negotiation and last refusal with respect to the development and/or production of any
program(s) covering or presenting poker tournaments that are not related to the PPT (“Non-PPT
Program(s)”). Producer agrees to notify Company in writing in the event Producer (either itself or
through any other entity) elects to produce any Non-PPT Program. The parties shall negotiate
exclusively and in good faith for a period of sixty (60) days after Company’s receipt of such
notice (the “Exclusive Negotiation Period”) with respect to the terms and conditions for Company’s
participation in the exploitation of each such Non-PPT Program.



     B. If Company notifies Producer that it is no longer interested in the Non-PPT Program or the
foregoing negotiations between the parties with respect to such Additional Non-PPT Program does not
result in an agreement, Producer shall thereafter be free to enter into negotiations with any third
party with respect to such Additional Non-PPT Program, provided, Producer will notify Company in
writing of the material terms of any third-party offer Producer would like to accept, and Company
shall thereafter have a period of fifteen (15) days to match and preempt such offer by giving
Producer written notice of its acceptance of the material terms contained in the notice to Company.
If Company fails to match and preempt the third-party offer, Producer will be free to accept such
third-party offer. In the event the third-party offer shall not materialize into an agreement with
the third party, the last refusal rights of Company shall be in full force and effect with respect
to any succeeding third-party offer(s). However, in the event the third-party offer does
materialize into an agreement with the third party, the rights of first negotiation and last
refusal of Company shall terminate, and Producer shall have no further obligations, and Company
shall have no further rights with respect to such Non-PPT Program.



10. FIRST NEGOTIATION/LAST REFUSAL RESPECTING ACQUISITION OF RIGHTS TO PROFESSIONAL POKER
TOUR




     A. In the event that Producer or Successor Company decides not to organize any future PPT
Events, Producer shall give Company formal notice in writing of such election within one hundred
eighty (180) days of Producer’s such decision and, provided that Company is not in



-6-









 







material breach of this Agreement, Company, at its election, shall have the right of first
negotiation and last refusal to acquire all rights to the PPT Event (“Acquisition”) so that Company
may continue organizing the Professional Poker Tour Event without Producer’s or Successor
Company’s participation. The parties shall negotiate exclusively for a period of sixty (60) days
after Company’s receipt of such notice (the “Exclusive Negotiation Period”) with respect to the
terms and conditions for Company’s Acquisition.



     B. If Company notifies Producer that it is not interested in pursuing the Acquisition, or the
foregoing negotiations between the parties with respect to the Acquisition do not result in an
agreement, Producer shall thereafter be free to enter into negotiations with any third party with
respect to such Acquisition, provided, Producer will notify Company in writing of the material
terms of any third-party offer Producer would like to accept, and Company shall thereafter have a
period of fifteen (15) days to match and preempt such offer by giving Producer written notice of
its acceptance of the material terms contained in the notice to Company. If Company fails to match
and preempt the third-party offer, Producer will be free to accept such third-party offer. In the
event the third-party offer shall not materialize into an agreement with the third party, the last
refusal rights of Company shall be in full force and effect with respect to any succeeding
third-party offer(s). However, in the event the third-party offer does materialize into an
agreement with the third party, the rights of first negotiation and last refusal of Company shall
terminate. Any disposition to a party other than Company shall be subject to Company’s rights
under this Agreement with respect to the Program.



11. HOLDBACK




     Except as authorized by Company hereunder, neither the Program, nor, subject to paragraph 18
below, any elements thereof (including outtakes) or versions thereof shall be exhibited on
Television in the United States Territory prior to or during the License Period. Notwithstanding
the foregoing, Company acknowledges and agrees that, in the event that Company is not involved in
the production of the Additional Programs, Producer shall have the right to use up to three minutes
(3:00) of consecutive footage and up to five minutes (5:00) of footage in the aggregate from the
Program in, or in connection with, such Additional Program for exploitation on Television in the
United States Territory during the License Period. Notwithstanding the foregoing, Producer may
utilize clips from the Program in the promotion of the PPT on Television in the United States
Territory during the License Period, provided that no individual clip exceeds 2 minutes of
consecutive footage or seven (7) minutes of footage in the aggregate, without Company’s prior
written approval. Producer shall include the Travel Channel bug or a constant Chyron on such
promotional clips where practicable, provided that Company shall have the right to cause Producer
to remove the bug or Chyron at Company’s request (Provided that such removal shall be done on a
prospective basis). Notwithstanding anything to the contrary contained herein, and only with
regards to online exploitation of clips from the Program, Producer may use clips of up to five (5)
consecutive minutes and of up to ten (10) minutes in the aggregate for promotional purposes only.
Any other online use shall require Company’s prior written approval.



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12. PREMIERE STATUS




     Producer represents and warrants that the Episodes respecting Seasons subsequent to the first
Season have not been and will not be exhibited on any form of Television prior to the commencement
of the License Period and Company shall have the world premiere of each Episode constituting the
Program provided that Company exhibits such Episode within ninety (90) days of delivery to and
acceptance by Company of the final Program Materials deliverable hereunder for such Episode, such
acceptance not to be unreasonably withheld or delayed. Producer represents and warrants that the
Episodes respecting the first Season have not and will not be exhibited on any form of Television
prior to March 1, 2006.



13. CREDITS




     A. The parties agree that the Program and all versions thereof shall contain the production
credit for Company and Producer as set forth below in all media in the Territory. At its option
and expense, Company may substitute another Company-affiliated entity in the production credit or
remove its credit.



Produced by WPT Enterprises, Inc. for Travel Channel




     B. The parties agree that the Program and all versions thereof shall contain the production
credit for Company in the end titles as set forth below in all media outside of the Territory. At
its option and expense, Company may substitute another Company entity in the production credit or
remove its credit.



Produced by WPT Enterprises, Inc. In Association with Travel Channel




     C. Producer shall receive an on-screen logo credit in the Program.



     D. Steven Lipscomb and, at Producer’s election, an alternative person approved by Company,
shall receive exclusive Executive Producer credit(s) in the Program and Steven Lipscomb shall
receive sole “Created By” credit in the Program. Notwithstanding the foregoing, Company shall be
entitled to include a Network Executive Producer credit in the Company credits section of the
Program.



     E. Producer may remove the Company credit outside of the United States Territory only if
Producer can provide a written explanation to Company that demonstrates to Company that the Company
credit would prevent sales of the Program to a third party.



     F. Company agrees not to remove any of the credit categories listed in the Credit Exhibit
attached hereto (“Exhibit E”). Producer may modify the persons entitled to such credits based on
the contributions made in connection with each Episode, provided that such modifications(s) will
not materially extend the length of the credits. Nothing shall restrict Company’s ability to
reposition or speed up the credits as set forth in the Master.



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14. SPONSORSHIPS



A. (i) Without limiting Company’s right to sell advertising spots in and around the Episodes (e.g.
:30 and :60 adjacencies and ads during commercial breaks) as well as billboards other than to
hotels/casinos and legal online gambling, etc., subject to paragraph 17R below, neither party
shall be authorized to negotiate and/or enter into agreements concerning sponsorships of the
Program (including, without limitation, entitlement, sponsorship on the table felt (other than as
set forth in the next sentence), secondary sponsorships and/or other integrated sponsorships)
without the prior written approval of the other. Notwithstanding the foregoing, with respect to
the table felt, subject to paragraph 14B below, Producer shall have the right to permit the name of
the Company-approved host hotel/casino sponsor to appear on the felt, behind the commentators and
on a banner around the table consistent with the size, form, placement and pervasiveness previously
used in the “World Poker Tour” series.




     (ii) For clarity, Producer shall not authorize any onsite or other sponsorships that include
any television component, and Company shall not sell any audio visually represented sponsorships in
the Program (other than advertising spots and billboards as set forth in Section 14 (A)(i) above)
without the approval of the other party. Both parties will endeavor in good faith to develop and
mutually agree concerning sponsorships hereunder (including, without limitation, amounts payable to
Producer and Company, if applicable, related to the revenue share and Company required media buy).



     B. Subject to paragraph 17R below, Producer is hereby authorized to permit players to wear
sponsorship logos on their clothing, with the understanding that (i) any such sponsorship patch
will not be larger than six square inches; and (ii) such sponsors may not be from any of the
following categories: illegal activity of any kind (for the purposes of clarity a sponsorship for a
casino located in a state where gambling is illegal would be prohibited, but a sponsorship for a
casino located in a place where gambling is legal would be permissible); tobacco; firearms;
personal hygiene (e.g. tampons, douches); sexual aids (e.g., Viagra and condoms); pornography, hard
alcohol and broadcast media companies (collectively “Banned Products”).



     C. All website sponsors that appear in the Program, including, without limitation, on the felt
and on players clothing, must sign the Affidavit as defined and described in paragraph 17R below.
Any websites that are blurred completely so that they are not visible to the viewer do not require
an Affidavit. Company acknowledges and understands that Season I contains footage with on-line
gaming logos; Producer agrees that all such logos shall be fully digitized/blurred by Producer
in-house (i.e., fuzzy blurring as opposed to so called “blur on the flame) so that they are not
visible to the viewer.



15. PROMOTION 




     A. Producer shall be permitted to incorporate two tosses to Travel Channel’s website into each
Episode, which such website shall include a page co-branded with Company and PPT (the “Company
Site”), and which such tosses shall be subject to Company’s approval. The



-9-









 







Company Site will contain prominent links to the Professional Poker Tour web site, subject to
paragraph 17R below, the placement and number of such links to be determined by Company in its sole
discretion. For purposes of clarity and notwithstanding the foregoing, Producer acknowledges and
agrees that, in the event that the Professional Poker Tour website at any time includes the
ability to engage in illegal online gambling, Company shall no longer be required to provide any
links to the Professional Poker Tour website. Company acknowledges that it does not have the right
to use the PPT name, trademark, logo, and/or images in any co-promotion of the Program with an
external third party (other than the use of the title of the Series and for the promotion thereof)
without the express written consent of Producer, which such consent shall not be unreasonably
withheld. For the avoidance of doubt, Producer acknowledges and agrees that nothing in this
paragraph shall restrict Company’s right to use the name or logo “Professional Poker Tour” (as such
name or logo is used as title of the Series) for Company’s promotion of the Series or the Company
networks, including advertising with third parties (for purposes of clarity, Company’s right to use
the Professional Poker Tour name or logo as set forth herein shall not extend to using the World
Poker Tour name or logo as such name or logo relates to the World Poker Tour entity apart from the
Program in any manner that would imply sponsorship by the World Poker Tour entity of a third
party). Notwithstanding anything to the contrary herein, and subject to Company’s right to use the
PPT name and logos as set forth in the preceding sentence, Company acknowledges and agrees that it
shall not use the PPT name logo, images or other intellectual property in a manner that connotes
the PPT’s endorsement of a third party name or brand.



     B. (i) Company has agreed that the professionalpokertour.com address can be incorporated into the
PPT shows as follows:




	 	1.	 	On the overhead “flop shot” – comparable to where it has existed in
Season II of the World Poker Tour series (“WPT Series”)

	 
	 	2.	 	In front of the Commentators – comparable to where it has existed in the
WPT Series
	 
	 	3.	 	In 4-5 calls to action per show (placement and
content to be approved by Company), e.g. “Want to play in a
Professional Poker Tour event? Go to ProfessionalPokerTour.com”.






Such inclusion is subject to the following restrictions:




	 	1.	 	In addition to the regular master delivered to
Company, Producer will provide an additional “clean” master (i.e.
without any ProfessionalPokerTour.com references) to Company for each
future episode to be utilized as set forth herein.
	 
	 	2.	 	ProfessionalPokerTour.com will not contain any
links or advertising to any site that provides illegal online gambling
or other illegal activities (“Direct Link Sites”).
	 
	 	3.	 	In addition, ProfessionalPokerTour.com will not
contain any links to any other “problematic websites” (i.e. websites
that may not directly provide illegal online gambling or other illegal
activities but that may be associated closely enough with such a site
as to




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	 	 	 	create an impression or idea of support for such illegal online
gambling or other illegal activities) (“Indirect Link Sites”).
	 
	 	4.	 	No advertiser banners or pop up windows that
are controlled by Producer and appear on the ProfessionalPokerTour.Com
website will link to any of the problematic websites. In addition,
Producer shall use commercially reasonable efforts to guard against
problematic banners and pop up ads that are served by third parties and
therefore not under the control of Producer.
	 
	 	5.	 	For purposes hereof, “link” shall be defined as
the ability of a visitor to the ProfessionalPokerTour.com website to
directly click through to another website through a hyperlink or
similar device on the ProfessionalPokerTour.com website.





          (ii) If Company learns of a link that it reasonably believes to be too close to one of the
“problematic websites”, Company may at any time thereafter substitute the “clean” masters for those
containing references to professionalpokertour.com for subsequent broadcasts. If Producer is
unsure as to whether Company would consider a link to be a “problematic website” then it shall so
advise Company in order for Company to make a determination in its sole reasonable discretion.




          (iii). With regards to the links to the Indirect Link Sites, Producer will immediately be
given Notice of the problem and Producer shall have a reasonable amount of time to remove the link
to the violating site. Within a reasonable time after the problem is satisfactorily cured, as
reasonably determined by Company in its sole discretion and to the extent that Company is able to
do so in a reasonable and financially practical manner as determined by Company, the masters
containing references to ProfessionalPokerTour.Com will begin to air again prospectively. If
Producer cannot cure or chooses not to cure the problem, the “clean” masters may, at Company’s
election, continue to be used until the problem is satisfactorily cured as reasonably determined by
Company in its sole discretion or for the remainder of Company’s License Period (whichever occurs
first) and Producer will be reimbursed the pro rata share of the PPT.com License Fee for any shows
not yet broadcast.




          (iv) Notwithstanding anything in this Agreement to the contrary, in the event that Producer
breaches the provisions regarding the Direct Link Sites, then Company shall have the right to use
the clean masters. Notwithstanding the foregoing, in the event that Producer has in good faith
linked to a website which, without Producer’s permission or knowledge, becomes a Direct Link Site,
Producer shall have a period of forty eight hours from the time Producer finds out that such
website has become a Direct Link Site (either by receipt of notice from Company or otherwise) to
remove its link to the violating site before the provisions set forth in the immediately preceding
sentence shall apply. For purposes of clarity, if the link to the violating site is not removed
from the ProfessionalPokerTour.com website, then Company. shall have the right to use the clean
masters and Producer shall not be entitled to any repayment of the PPT.com License Fee.




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16. REVENUE SHARING




     A. Fifteen percent (15%) of Producer’s “Adjusted Gross Revenues” (as such term is defined in
Exhibit H) from exploitation of Television Rights, Home Video Rights, Institutional and
Transportation Non-Theatrical Rights, Publishing Rights and Merchandising Rights (as such terms are
defined in this Agreement) in and to the Programs outside the United States Territory (“Company’s
Participation”). Upon termination of this Agreement, the amount of Company Participation shall be
as follows with respect to Merchandising Rights and Publishing
Rights: **% of Adjusted Gross
Revenues for ** after termination; **% of Adjusted Gross Revenues for
**
after termination; and **% of Adjusted Gross Revenues for ** after
termination. Thereafter, commencing with the fifth year after termination, Company will not be
entitled to Company’s Participation with respect to Merchandising and Publishing Rights.



     B. “Merchandising Rights” shall mean the distribution, licensing, sale or other exploitation
of tangible goods that utilize names, likenesses or characteristics of artists in their roles, or
other personnel, materials or services included in the Program or any episode, or the title, props,
sets, expressions or other elements of the Program, and that are made for sale to the general
public. For clarity, Merchandising Rights do not include Publishing Rights and Home Video Rights,
services, or commercial tie-in rights.



     C. “Publishing Rights” shall mean production, manufacture or other exploitation, by means of
text, still photo and/or still illustration in any format now known or hereafter developed
(including, without limitation, books, magazines and newsletters and customary subsidiary
rights such as paperback reprints, book club publications, audio recordings, etc.).



17. ADDITIONAL PROVISIONS




     A. For purposes of this Attachment, “Transportation Non-Theatrical Media” shall mean the
distribution, licensing, sale, rental and/or exploitation on video cassettes, videodiscs or in any
other analogous format, now existing or hereafter invented, to airline, rail, cruise and other
markets customarily referred to as “in-flight” or “transportation” (including, without limitation,
air, rail or cruise transportation bearing the flag of any country within the Territory or based in
any country within the Territory, traveling to any country within or outside of the Territory).



     B. Notwithstanding anything to the contrary herein, Company acknowledges and agrees that
Producer shall be allowed to provide banner space to its member casinos, around the PPT final table
(subject to the restrictions of Paragraph 17.P. below). Company shall have the right to preapprove
any such banner space and the content of such banners for the casinos in its sole discretion,
provided that such approval shall not be unreasonably withheld. Subject to paragraph 17R below,
Company hereby pre-approves PPT Foxwoods, PPT Bay 101, PPT Commerce Casino, PPT Bellagio and PPT
Mirage. For purposes of clarity, the manner and placement of such banners shall be subject to
Company’s editorial approval, which shall not be exercised unreasonably.



-12-









 





     C. Company shall exhibit each Episode of the Program at least two (2) times within a period of
twenty-four (24) months from delivery and acceptance of the relevant Episode provided such Episode
is fully compliant with all terms of this Agreement. In the event that Company does not exhibit any
Episode at least twice within such 24 month period, then Company’s Non-Standard Television rights
to such Episode (i.e., to the applicable Episode only) shall be non-exclusive.



     D. Producer acknowledges that Company deems the provision by Producer of the personal services
of Steve Lipscomb as Executive Producer all times during and in connection with the production of
the Program is of the essence of this Attachment and a material inducement to Company entering into
this Attachment.



     E. Notwithstanding anything to the contrary herein or in the Master Agreement, Company shall
have the right to creative and editorial input throughout, and approval over, all aspects of
pre-production, production, post-production and completion of the Program (the “Production
Activities”). Company may be present during the Production Activities and shall designate
person(s) as representative(s) for production approvals required herein. Materials submitted for
approval shall be clearly indicated as such. Company approvals shall be exercised within ten (10)
business days of receipt of material, except Company shall have a reasonable amount of time to
approve final delivery of all Program Materials; silence shall not be deemed an approval.



     F. The Program shall be delivered to Company free of encumbrances (other than music
performance society payments to ASCAP, BMI, SESAC and each of their foreign affiliates) including,
without limitation, liens, security interests, collective bargaining agreements, residual or reuse
obligations and moral rights or attribution obligations so that Company may exercise its rights
hereunder without any payments or obligations to any third party. Producer shall obtain written
releases and/or licenses for all elements in the Program (e.g., stock footage and photos, people,
music, graphics and other artwork, trademarks and locations) as necessary to ensure that the
Program is in compliance with the preceding sentence (“Written Releases”). Producer may not
include in the Program any encumbered elements without prior written approval from Company.



     G. For purposes of clarity, Producer shall be entitled to promote and publicize the
Professional Poker Tour event itself or the individual events comprising the Professional Poker
Tour. Producer acknowledges and agrees that Company shall have the exclusive right to control the
promotion and publicity regarding the Program. Company shall consult with Producer with regards to
the form and content of press releases created by Company regarding the Program.



     H. Company acknowledges and agrees that it has not, as a result of this Agreement, or as a
result of its exercise of any of its editorial approvals hereunder, acquired an ownership interest
in whole or in part in the Program or the copyright therein.



     I. Company acknowledges and agrees that it shall not have the right to repurpose this Program.



-13-









 





     J. Company acknowledges and agrees that the provisions of paragraph 6.2 of Exhibit A of the
Master Agreement shall only apply to the extent that factual statements are being made by a
narrator, host, in a voiceover, or through on-screen graphics but shall not apply to statements
made by tournament participants. In addition, Producer represents and warrants that Producer will
ensure that all player participants in the PPT tournaments agree to comply with all applicable
rules of the game.



     K. Company will have the right to approve the talent used for the Program and Episodes covered
by such Additional Series Order (e.g., approval over the Program announcers and host(s)),
consistent with the Company-approved budgets and talent availability. Company hereby preapproves
solely for Season One, Kaye Han, Mark Seif and Matt Corby.



     L. Producer represents and warrants that it has or will enter into agreements with the
relevant individual tournaments that will make it possible to maintain a Professional Poker Tour
consisting of the same event (or comparable events if pre-approved by Company) as the event
contemplated under this Agreement and in order for Producer to fully perform under this agreement
for all Season.



     M. Intentionally Deleted. See Paragraph 14 above.



     N. Producer acknowledges and agrees that all tournaments shall be overseen by an independent
tournament director.



     O. Without limiting Company’s editorial rights in and to the Program and for purposes of
clarity, Producer acknowledges and agrees that Company’s editorial rights include the right to
pixilate, blur and/or remove audio and/or visual elements of contained in the Program.



     P. In the event of a material breach, Company shall have fifteen (15) days from notification
by Producer of such breach to cure such breach. In addition, the parties acknowledge and agree
that, notwithstanding the provisions of Paragraph 12 of Exhibit A to the Master Agreement,
Producer’s right to cure as set forth in such Paragraph 12 shall be increased from ten (10) days to
fifteen (15) days from notification to Producer.



     Q. Intentionally Omitted



     R. (i) Notwithstanding anything in this Agreement to the contrary, Producer acknowledges and
agrees that it will not permit any .com or .net (i.e., commercial website) company to be a sponsor
of the Program, PPT (and all of its tournaments) and/or PPT.com if such entity permits illegal
gambling and/or online gambling in the United States even if such online gambling in the US becomes
legal. In addition, Producer acknowledges and agrees that it will not permit any .net (i.e.,
educational website) sponsor of the Program, PPT (and all of its tournaments) and/or the PPT
website if such entity permits gambling of any kind. In addition to all of the representation and
warranties set forth in the Master Agreement, Producer represents and warrants to Company as
follows: (i) any .com sponsor of the Program, PPT (and all of its tournaments) and/or the PPT
website will be required by Producer to sign an affidavit, in form



-14-









 







approved by Company, attesting to the fact that such website does not permit illegal gambling
and/or gambling by in the United States ; and (ii) any .net sponsor of the Program, PPT (and all of
its tournaments) and/or the PPT website will be required by Producer to sign an affidavit, in form
approved by Company, attesting to the fact that such website does not permit gambling of any kind.
The obligations imposed on parties signing Affidavits shall be no more stringent than the
obligations that Company imposes on parties that Company contracts with for online, educational
sites related to gaming that are included within the editorial of non-paid programming.
Notwithstanding anything in this subsection to the contrary, in the event Company determines that
online gambling laws in the US have changed sufficiently so that online gambling in the US becomes
legal and Company elects in its sole discretion to accept online gambling advertising and
sponsorships in the US from third parties, then Company shall offer Producer the same opportunity
in connection with the subject matter of this subsection on the same terms and conditions as such
third party (e.g. day part limitations, disclaimer requirements).



          (ii) Without in any way limiting Company’s other rights under this Agreement, and
notwithstanding anything herein to the contrary, it is understood that Company shall have the right
to prior approval in writing of any and all names and logos that appear in the Program (including,
without limitation, the Professional Poker Tour logo, and any promotional or sponsor logos that may
be featured on the table felt, jackets or otherwise) other than fleeting, incidental appearances
that fall under the so called “fair use” trademark exception. In addition, without limiting the
provisions of paragraph 17R(i) above, in the event that Company approves the inclusion of the name
and/or logo any website that involves legal online gambling, Producer shall sign or cause to be
signed, as the case may be, one of the forms of affidavit referenced in paragraph 17R(i) above (the
“Affidavit”).




          (iii) Attached hereto as Exhibit I and included herein are the forms of Affidavit to be used
by Producer in accordance with this paragraph 17R.




     S. Nothing in this Agreement shall be deemed to limit, amend, restrict or otherwise modify the
provisions of the WPT Agreements.



     T. Notice of Material Breach and Right to Cure. If any party to this Agreement
believes that the other party has committed a material breach of any provision hereof, then such
party must provide notice in writing, specifying the alleged material breaches and specifying the
requested steps necessary to cure such breaches, and provide fifteen calendar days from the date of
receipt of such notice for the other party or parties to cure such alleged material breach. This
provision is a material pre-condition to the institution of any litigation by any party hereto
against any other party hereto respecting a breach which is capable of being cured.



     U. Attorneys Fees. The prevailing party in any litigation between or including the
parties hereto arising out of or relating to this Agreement shall be entitled to an award of its
reasonable attorney’s fees and costs and charges incurred in such litigation.



-15-









 





18. ADDITIONAL MODIFYING TERMS




     The provisions of this paragraph 18 shall govern notwithstanding anything in this Agreement
(i.e., the Attachment and/or the Master) to the contrary.



     A. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



          (i) “Episode Clip” shall mean footage shot in connection with the production of an
Episode of the Program which is actually included within the final edit of the Episode delivered to
Company.




          (ii) “Existing Episode” shall mean any Episode of Professional Poker Tour licensed to
Company pursuant to this Agreement.




          (iii) “Extended Holdback Date” shall mean the date that is two (2) years after the
expiration of the License Period for each Episode, on an Episode by Episode basis.




          (iv) “Existing Holdback Provisions” shall mean the following: (i) the first sentence
of Paragraph 11 of the Attachment to this Agreement, and (ii) Paragraph 2 of Exhibit A, the
Standard Terms and Conditions, of this Agreement.




          (v) “Final Season” shall mean the last Season of Professional Poker Tour events
covered by Episodes ordered by Company pursuant to this Agreement.




          (vi) “New Season” shall mean one or more episodes covering the events of the
Professional Poker Tour Season occurring immediately following the Final Season, including special
events produced in connection therewith.




          (vii) “New PPT Season Holdback Date” shall mean the date that is one (1) year after
the Outside Premiere Date, provided that, if Producer fails to deliver the Episodes comprising the
first Season of the Program reasonably consistent with the Production Schedule, the New PPT Season
Holdback Date will be the date that is eighteen (18) months following the Outside Premiere Date.




          (viii) “Outside New Season Holdback Date” is the later of (i) the New PPT Season
Holdback Date, and (ii) the “New WPT Season Holdback Date” (as defined in the WPT Agreements).




          (ix) “Outside Premiere Date” is the earlier of (i) the date of the initial exhibition
by Company of any Episode produced in connection with the Final Season, and (ii) the date that is
four months after the delivery of an Episode produced in connection with the Final Season.




          (x) “Outtake Clip” shall mean footage shot in connection with the production of an
Episode of the Program which is (i) not actually included within the final edit of the Episode
delivered to Company, and (ii) not a Sister Clip.




-16-









 








          (xi) “Outtake Clip Holdback Date” shall mean the date that is the earlier to occur of:
(a) the date that is six (6) months after the initial exhibition of the Episode from which the
applicable Outtake Clip was taken or shot in connection with, or (b) the date that is nine (9)
months after the delivery of the Episode from which the applicable Outtake clip was taken or shot
in connection with, provided that with respect to the initial Season hereunder, the outside date in
this subsection 18A(xi)(b) shall be twelve (12) months after delivery (i.e., in lieu of 9).




          (xii) “Poker Tour Show” shall mean a program produced by Producer covering or
presenting a poker tournament or series of poker tournaments other than episodes produced in
connection with the Professional Poker Tour or the World Poker Tour.




          (xiii) “Poker Tour Show Holdback Date” shall mean December 31, 2007.




          (xiv) “Re-Creation Program” shall mean a program depicting a poker tournament using
the same players from a PPT tournament, who were included in an Existing Episode (or actors
impersonating the players) covering such PPT tournament, in which (i) the players are dealt the
same hands that they were dealt in the Existing Episode, and (ii) the players play the hands the
same way that the players played the identical hands in the Existing Episode.




          (xi) “Sister Clip” shall mean footage shot in connection with the production of an
Episode of the Program which is (i) not actually included within the final edit of the Episode
delivered Company, and (ii) covering the same or substantially the same moments in time as
footage included within the final edit of the Episode delivered to Company (e.g., without
limitation, footage of the same hand of poker that is featured within the Episode, but from a
different camera angle; if shooting at a 5:1 ratio, the four (4) shots not used in the Episode
would be considered “sister” shots of the shot included in the Episode).




          (xii) “WPT Agreements” shall mean those certain agreements between Producer and Travel
Channel. respecting the license of rights to Travel Channel in and to the WPT Series.




     B. New Seasons of Professional Poker Tour. The following provisions shall govern
Producer’s exploitation or license of Episodes produced in connection with a New Season of the
Professional Poker Tour.



          (i) Confirmation of Right to Exploit New Season. Notwithstanding anything to the
contrary in this Agreement, if Company declines to exercise the option to acquire a New Season of
Professional Poker Tour under Paragraph 4A of this Agreement and its rights of first
negotiation/last refusal therefor under Paragraphs 8A and 8B of this Agreement have expired,
Producer may exhibit or permit a third party to exhibit the New Season of Professional Poker Tour
within the Territory in any and all media without restriction other than those in Sections 18B(ii)
and 18B(iii).




          (ii) Commencement of New Season. Producer shall not exhibit or permit a third party
to exhibit a New Season of the Professional Poker Tour or any other programs covering Professional
Poker Tour events or utilizing the Professional Poker Tour trademark and logos (excluding Existing
Episodes which are subject to 18.C. below) within the Territory prior to the New PPT Season
Holdback Date. Producer shall not be restricted in any manner from





-17-










 





exploiting or permitting a third party to exploit a New Season or other programs covering the
Professional Poker Tour events or utilizing the Professional Poker Tour trademarks and logos
(excluding Company-owned trademarks and Existing Episodes which are still subject to Section C
below) in the Territory subsequent to the New PPT Season Holdback Date, even if such New Season or
programs are similar to Existing Episodes as clarified in paragraph 18D(v) below.




          (iii) Early Publicity Commencement. Notwithstanding anything to the contrary in this
Agreement, Producer may commence public activities to promote and publicize the premiere of the New
Season within the Territory in any and all media commencing on the date that is thirty (30) days
before the New PPT Season Holdback Date; provided that Producer shall not cause there to be any
promotion of such New Season on any of the DCI Services.




     C. Holdback on Existing Episodes. Producer shall not exhibit, or permit a third party
to exhibit, any Existing Episode of Professional Poker Tour, (but not including any outtakes or
Sister Clips to the extent governed by Section 18.E below) or versions thereof, on Television
within the Territory prior to the Extended Holdback Date; provided that, Producer may commence
public activities to promote and publicize the broadcast of an Existing Episode within the
Territory in any and all media commencing on the date that is thirty (30) days before the Extended
Holdback Date; and provided further that, nothing contained in this Agreement shall limit
Producer’s right to exploit clips/footage from the Existing Episodes in accordance with Paragraph
11 of this Agreement. Producer shall not be restricted in any manner from exploiting or permitting
a third party to exploit Existing Episodes within the Territory in any and all media subsequent to
the Extended Holdback Date respecting such Episodes.



     D. Holdbacks on Poker Tour Shows.



          (i) Prior to the Poker Tour Show Holdback Date. Producer shall not exhibit or permit
a third party to exhibit any Poker Tour Show in the Territory on Television prior to the Poker Tour
Show Holdback Date. Subject to Section 18.D(ii) below, Producer shall not be restricted in any
manner from exploiting or permitting a third party to exploit a Poker Tour Show within the
Territory in any and all media subsequent to the Poker Tour Show Holdback Date. For purposes of
clarity, subsequent to the Poker Tour Show Holdback Date, Producer shall have the right to produce
a program and/or television series for exploitation in any and all media throughout the Universe
covering or presenting a poker tournament or series of poker tournaments, that incorporates or
features, inter alia, hole card cameras, graphical statistics, poker players that might also appear
at PPT events, the game of Texas Hold’em or a version thereof, lighting and/or Casinos that might
also be featured in the PPT Program, even if such program or television series is similar to
Existing Episodes, as clarified in paragraph 18D(v) below, provided that Producer complies fully
with Section 18.D(ii) below.




     (ii) Subsequent to Poker Tour Show Holdback Date. After the Poker Tour Show Holdback
Date and prior to the Outside New Season Holdback Date, without limiting Company’s rights pursuant
to Paragraph 9 of the Agreement (i.e. first negotiation and last refusal rights), Producer
has the right to produce and exploit Poker Tour Shows of any kind via Television in the Territory,
provided (i) such Poker Tour Show does not include Program footage (i.e. audio and/or
video) and/or Sister Clips from an Existing Episode prior to the expiration of the applicable
License Period for such Existing Episode, (ii) such Poker Tour Show does not



-18-









 




include the PPT theme song from the Program and/or the title of the Program (i.e.
“Professional” or “Poker Tour”), and/or (iii) such Poker Tour Show is not a Re-Creation Program or
a program covering the same PPT tournament as the tournament covered by the Existing Episode
(e.g. using Sister Clips or Outtake Clips). Producer shall not be restricted in any manner
from exploiting or permitting a third party to exploit a Poker Tour Show that (i) uses the words
“Professional” or “Poker Tour” in the title and/or (ii) uses the WPT or PPT theme song, in any and
all media within the Territory subsequent to the Outside New Season Holdback Date. For purposes of
clarity, subsequent to the Outside New Season Holdback Date, Producer shall have the right to
produce a television series for exploitation in any and all media throughout the Universe covering
or presenting a poker tournament or series of poker tournaments, that incorporates or features,
inter alia, hole card cameras, graphical statistics, poker players that might also appear at PPT
events, the game of Texas Hold’em or a version thereof, lighting and/or Casinos that might also be
featured in the PPT Program, that also has the words “Professional” or “Poker Tour” in the title,
and/or uses the WPT or PPT Theme songs, even if such program or television series is similar to
Existing Episodes, as clarified in paragraph 18D(v) below.




          (iii) Existing Holdback Provisions. This Section 18.D. supersedes the Existing
Holdback Provisions in their entirety.




          (iv) Programs that are not Poker Tour Shows. Subject to Paragraph E below, the PPT
Agreement shall not be construed to limit Producer’s ability to exploit or permit a third party to
exploit programs that are not Poker Tour Shows and/or Existing Episodes (subject to the first
negotiation and last refusal provisions in paragraphs 8 and 9 of this Agreement) throughout the
Universe in any and all media at all times.




          (v) Clarification. It is acknowledged that, without limiting any of the provisions of
this Agreement, Producer’s right to produce and exploit Poker Tour Shows after the Poker Tour Show
Holdback Date includes the right to produce and exploit shows that are similar to Existing
Episodes, and that poker shows such as (i) Celebrity Poker (on Bravo), (ii) World Series of Poker
(on ESPN) and (iii) Hollywood Hold ‘Em (on E!) each would be deemed acceptable by Company (i.e.,
if produced and exploited by Producer) and would not violate Company’s rights during such period
under this Agreement.




     E. Clip Rights. Notwithstanding Company’s exclusive rights in the Program and any
other provisions to the contrary under this Agreement, and in addition to Producer’s right to
exploit clips from the Program pursuant to this Agreement:



     (i) Outtake Clips. Except as otherwise set forth in this Agreement, Producer
shall not exploit Outtake Clips on Television within the Territory prior to the Outtake Clips
Holdback Date. Producer reserves the right, subsequent to the Outtake Clips Holdback Date and
prior to the expiration of the License Period for the Existing Episode from which the clip was cut
or shot in connection with, to exploit Outtake Clips as follows: (i) provided the applicable
Outtake Clips do not include any WPT, PPT and/or Company branding or mentions of any kind, then
such Outtake Clips may be exploited throughout the Territory in any and all media; and (ii) if the
applicable Outtake Clips include any WPT, PPT and/or Company branding or mentions of any kind, then
such Outtake Clips may only be used on the Internet (i.e., the World Wide Web), subject to
paragraph 18E(iii) below (re Prohibited Sponsors). Producer shall not be restricted in



-19-









 




any manner from exploiting or permitting a third party to exploit: (x) Outtake Clips outside
of the Territory at any time; and/or (y) Outtake Clips (i.e., for the purposes of
clarification, in no event may such clips include any materials owned, created and/or added by
Company at any time) within the Universe in any and all media subsequent to the expiration of the
License Period for the Existing Episodes from which the clips were cut from or shot in connection
with.




     (ii) Sister Clips and Episode Clips. Except as otherwise set forth in this
Agreement, Producer shall not exploit Sister Clips or Episode Clips on Television within the
Territory prior to the expiration of the License Period respecting the Episode from which the
applicable Sister Clips or Episode Clips, as applicable, were taken. Notwithstanding the
foregoing, subject to paragraph 18E(iii) below, Producer shall have the right to commercially
exploit up to a maximum of five minutes of Episode Clips and Sister Clips from an Episode after the
Outtake Clip Holdback Date on the Internet (i.e., the world wide web), solely for an online
educational/instructional program concerning poker (i.e., a how to play poker program or series)
(the “Authorized Educational Use”) (i.e., for the purposes of clarification, in no event
may such clips include any materials owned, created and/or added by Company after delivery). The
parties acknowledge and agree that Producer shall have the unrestricted right to exploit Sister
Clips and Episode Clips (i.e., for the purposes of clarification, in no event may such
clips include any materials owned, created and/or added by TRV at any time) throughout the Universe
in any and all media, subsequent to the expiration of the License Period respecting the Episode
from which the applicable Sister Clips or Episode Clips, as applicable, were taken or shot in
connection with.



     (iii) The rights reserved by Producer in this Section E respecting the exploitation by
Producer of the Outtake Clips, Sister Clips and Episode Clips shall not be construed to permit
Producer to stream an Episode or a virtual reconstitution thereof on the Internet or elsewhere on
Television in the Territory prior to the expiration of the Extended Holdback Date. Producer
represents and warrants that Producer shall not exclude footage from the Program for the purpose of
retaining the best footage for use as Outtake Clips. In addition, prior to the expiration of the
applicable License Period, in no event shall authorized uses of the Outtake Clips, the Sister Clips
or the Episode Clips be made, if the applicable clips include any branding for or identification of
WPT,r PPT and/or Company, where the use is sponsored by or proximate to (i.e., visible or audible
simultaneously with) references to or advertising for products in the following categories: illegal
activity of any kind (for the purposes of clarity a sponsorship for a casino located in a state
where gambling is illegal would be prohibited, but a sponsorship for a casino located in a place
where gambling is legal would be permissible); tobacco; firearms; sexual aids (e.g., Viagra and
condoms); pornography and hard alcohol (collectively “Prohibited Sponsors”), provided that it is
expressly agreed that in the event that TRV’s policies change with respect to sponsorship by any of
the Prohibited Sponsors, TRV will notify Producer and Producer will have the right to seek
sponsorship as may be permitted by the revised policy, and provided further that Producer shall
have the right to propose an exception for any product(s) from the Prohibited Sponsor categories,
and DCI will consider such request for an exception in good faith. Failure by TRV to so notify
Producer of a change in its sponsorship policies shall not be deemed a breach of this Agreement.
By way of example with respect to Internet use, no Prohibited Sponsors may appear adjacent to or
on the same page view with (i.e., not inclusive of any pop-ups over which Producer has no control)
the applicable clip hereunder; that is, any sponsorship



-20-









 






	by Prohibited Sponsors must be at least one click away from the authorized Internet use of
the clips).





     F. Limitation on Restrictions. Nothing contained in this Agreement shall be construed
to restrict Producer’s right to produce and exploit, or construed to accord Company any rights
(e.g. rights to holdback, exclusivity, exploitation, negotiation, acquisition, or
limitation) with respect to any of the following: (a) the World Poker Tour, (b) programs that are
not covering or presenting poker tournaments (e.g. a dog show), and/or (c) programs that
are not produced for Television exploitation in the Territory and which in fact are not so
exploited in the Territory (e.g. poker and other programs produced for foreign
broadcasters).



     G. Conflicts. In the event of a conflict between any provision of this Section 18 and
another provision or provisions of this Agreement, the terms of this Section 18 shall control.



-21-









 






	19.	 	INCLUSION OF STANDARD TERMS AND CONDITIONS





     The parties agree that except as expressly modified hereby, the Master Agreement shall be
ratified, confirmed and included herein. In the event of any inconsistency between the terms of
this Attachment and the Master Agreement, the terms of this Attachment shall govern. The parties
agree that the terms of the Master Agreement, as modified hereby, express the entire agreement
between Company and Producer and shall replace and supersede all prior arrangements and
representations, either oral or written, as to the subject matter hereof.



     IN WITNESS WHEREOF, the parties hereto hereby execute this Attachment as of the date first
specified above.



	 	 	 	 	 	 	 	 	 
	WPT ENTERPRISES, INC.	 	DISCOVERY COMMUNICATIONS, INC.

	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Adam Pliska	 	By:	 	/s/ Patrick Younge
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Printed Name: Adam Pliska	 	Printed Name:
	 	Patrick Younge
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	General Counsel
	 	Title:	 	EVP/GM Travel Channel
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	1/25/06	 	Date:	 	 	 	 
	 	 	 	 	 	 	 





-22-









 








Exhibit C-1




PROFESSIONAL POKER TOUR — PAYMENT TEMPLATE



The Payment Schedule for each Season and each Episode or Additional Series Episode, as the case may
be, to be produced pursuant to this Agreement shall be as follows:



PAYMENT A
— **% of the total License Fee for each Episode and Additional Special, as applicable:
Payment to Producer: (a) within fourteen (14) days of Producer’s execution of this Agreement, in
connection with Episodes and Additional Specials produced in connection with Season II, (b) within
fourteen (14) days of Company’s receipt of insurance policies required to be delivered pursuant to
the Program Materials in connection with Episodes to be produced in connection with each Additional
Series Order (if applicable) and only subsequent to Company’s exercise of any Option pursuant to
Paragraph 4(A) of the Agreement, if ever; [and (c) within fourteen (14) days of Company’s receipt
of insurance policies required to be delivered pursuant to the Program Materials in connection with
each Special and Additional Special (as applicable) to be produced pursuant to this Agreement, if
any, and only subsequent to Producer’s and Company’s agreement upon the License Fee in connection
with each such Special and or Additional Special].



PAYMENT B
— **% of the License Fee for each Episode as applicable: Payment at least thirty (30)
days prior to commencement of principal photography of such Episode as detailed in the mutually
approved Production Schedule.



PAYMENT C
— **% of the License Fee for each Episode as applicable: Payment within 14 days of
delivery to and approval by Company of the all Program Production Milestone Materials – Editorial
Milestones Items 1- 10. And Final Program Materials – Program Master Tapes and Material Elements,
Items A1-3 of such Episode, Special or Additional Special as detailed in the mutually approved
Production Schedule.



PAYMENT D
—**% of the License Fee for each Episode, as applicable: Payment within 14 days of
delivery to and approval by Company of (a) all Final Program Materials, (b) Program Production
Element Binder, Items B1-2 and (c) Program Legal binder, Items C1-3 of such program as detailed in
the mutually approved production schedule.



The parties agree to work together to prepare the actual anticipated cash payment dates payable
pursuant to this Payment Template in accordance with the Production Schedule in connection with
each Episode, produced pursuant to this Agreement; provide that, in the event of an inconsistency
between this Payment Template and the Payment Schedule, the Payment Template shall control.





-2-









 








PART OF AGREEMENT BETWEEN THE DISCOVERY COMMUNICATIONS, INC.

AND WPT ENTERPRISES, INC.

DATED AS OF JANUARY __, 2006




Exhibit C-2




Payment Schedule




-1-









 




WORLD POKER TOUR

PAYMENT SCHEDULE


	EP.	EVENT	 	LICENSE FEE	 	A

**%

  Upon Mutual  

Execution	 	B

**%

  Payment within  

30 days prior to

commencement

of scheduled

PPT Events	 	B

  Delivery  

Date	 	C

**%

Payment

  within 14 days  

of delivery to

and approval

by DCI of the

all Program

Production

Milestone

Materials	 	C

  Delivery  

Date	 	D

**%

Payment

within 14

days of

delivery to

and approval

by DCI of all

  Final Program  

Materials	 	D

  Delivery  

Date	 	 	 
	P101A  	Foxwoods A	   	$**	   	$**	   	$**	   	8-Oct-04	   	$**	   	14-Feb-06	   	$**	   	28-Feb-06	   	$**
	P101B  	Foxwoods B	   	$**	   	$**	   	$**	   	8-Oct-04	   	$**	   	21-Feb-06	   	$**	   	7-Mar-06	   	$**
	P101C  	Foxwoods C	   	$**	   	$**	   	$**	   	8-Oct-04	   	$**	   	28-Feb-06	   	$**	   	14-Mar-06	   	$**
	P101D  	Foxwoods D	   	$**	   	$**	   	$**	   	8-Oct-04	   	$**	   	7-Mar-06	   	$**	   	21-Mar-06	   	$**
	P101F  	Foxwoods Final	   	$**	   	$**	   	$**	   	15-Oct-04	   	$**	   	14-Mar-06	   	$**	   	28-Mar-06	   	$**
	P102A  	Commerce A	   	$**	   	$**	   	$**	   	7-Jan-05	   	$**	   	21-Mar-06	   	$**	   	4-Apr-06	   	$**
	P102B  	Commerce B	   	$**	   	$**	   	$**	   	7-Jan-05	   	$**	   	11-Apr-06	   	$**	   	25-Apr-06	   	$**
	P102C 	Commerce C	   	$**	   	$**	   	$**	   	7-Jan-05	   	$**	   	24-Apr-06	   	$**	   	9-May-06	   	$**
	P102D  	Commerce D	   	$**	   	$**	   	$**	   	7-Jan-05	   	$**	   	2-May-06	   	$**	   	16-May-06	   	$**
	P102F  	Commerce Final  	   	$**	   	$**	   	$**	   	21-Jan-05	   	$**	   	2-May-06	   	$**	   	16-May-06	   	$**
	P103A  	Bay 101 A	   	$**	   	$**	   	$**	   	28-Jan-05	   	$**	   	16-May-06	   	$**	   	30-May-06	   	$**
	P103B  	Bay 101 B	   	$**	   	$**	   	$**	   	28-Jan-05	   	$**	   	23-May-06	   	$**	   	6-Jun-06	   	$**
	P103C  	Bay 101 C	   	$**	   	$**	   	$**	   	28-Jan-05	   	$**	   	6-Jun-06	   	$**	   	20-Jun-06	   	$**
	P103D  	Bay 101 D	   	$**	   	$**	   	$**	   	28-Jan-05	   	$**	   	13-Jun-06	   	$**	   	27-Jun-06	   	$**
	P103F  	Bay 101 Final	   	$**	   	$**	   	$**	   	4-Feb-05	   	$**	   	20-Jun-06	   	$**	   	4-Jul-06	   	$**
	P104A  	Bellagio A	   	$**	   	$**	   	$**	   	11-Mar-05	   	$**	   	4-Jul-06	   	$**	   	18-Jul-06	   	$**
	P104B  	Bellagio B	   	$**	   	$**	   	$**	   	11-Mar-05	   	$**	   	18-Jul-06	   	$**	   	1-Aug-06	   	$**
	P104C  	Bellagio C	   	$**	   	$**	   	$**	   	11-Mar-05	   	$**	   	25-Jul-06	   	$**	   	8-Aug-06	   	$**
	P104D  	Bellagio D	   	$**	   	$**	   	$**	   	11-Mar-05	   	$**	   	1-Aug-06	   	$**	   	15-Aug-06	   	$**
	P104F  	Bellagio Final	   	$**	   	$**	   	$**	   	25-Mar-05	   	$**	   	8-Aug-06	   	$**	   	22-Aug-06	   	$**
	P105A  	Mirage A	   	$**	   	$**	   	$**	   	8-Apr-05	   	$**	   	17-Aug-06	   	$**	   	31-Aug-06	   	$**
	P105B  	Mirage B	   	$**	   	$**	   	$**	   	8-Apr-05	   	$**	   	29-Aug-06	   	$**	   	12-Sep-06	   	$**
	P105C  	Mirage C/D	   	$**	   	$**	   	$**	   	8-Apr-05	   	$**	   	6-Sep-06	   	$**	   	20-Sep-06	   	$**
	P105F  	Mirage Final	   	$**	   	$**	   	$**	   	8-Apr-05	   	$**	   	13-Sep-06	   	$**	   	27-Sep-06	   	$**
	 	TOTALS	 	$**	 	$**	 	$**	 	 	 	$**	 	 	 	$**	 	 	 	$**








 





PART OF AGREEMENT BETWEEN THE DISCOVERY COMMUNICATIONS, INC.

AND WPT ENTERPRISES, INC.

DATED AS OF JANUARY __, 2006




Exhibit D




PROGRAM MATERIALS 



PROGRAM MATERIALS: The Program Materials for each Program shall consist of elements and
documentation listed below. Producer and DCI (or DCI entity previously identified in the preamble
of the Agreement) further agree that DCI may require Producer to deliver certain other materials,
not included in this Exhibit, in addition to the Program Materials specifically listed below (the
“Additional Program Materials”). Any and all Additional Program Materials will be delivered to DCI
by Producer and included as part of the Program Materials, provided that, if and to the extent the
cost of any Additional Program Materials cannot be accommodated within DCI approved Production
Budget, Producer shall give DCI written notice of the incremental direct, out-of-pocket cost
involved and secure DCI’s prior written approval before incurring such additional cost.



INCOMPLETE DELIVERY: To the extent that any materials or documents are incomplete or fail to meet
the material requirements specified herein, DCI shall so notify Producer with reasonable
specificity, and Producer shall promptly thereafter correct all such deficiencies by making
delivery to DCI of the proper materials and documents required hereunder. Acceptance by DCI of
less than all of the items required for delivery of the Program and/or release of the Program by
DCI prior to delivery of all of the items required for delivery of the Program shall not be
construed as a waiver by DCI of Producer’s obligation to deliver any item required hereunder.
Under no circumstances shall Producer be relieved of the obligation to deliver all of the materials
and documents required hereunder, nor shall DCI be deemed to have waived any of said delivery
requirements unless DCI shall so notify Producer in writing, designating the particular item or
items which need not be delivered by Producer to DCI. If Producer fails to correct the deficiency
in a timely manner and if DCI is required to correct the deficiencies directly, DCI reserves the
right to take steps to recover those direct costs incurred by withholding those direct costs from
the final payment/budget contribution. If there is a deficiency, DCI shall be reimbursed for any
direct costs incurred because of such deficiency, including but not limited to any additional QC
checks beyond the initial QC.



PROGRAM MATERIAL SHIPPING: Prior to each shipment, notification of delivery must be
conveyed via e-mail to the assigned DCI Production Manager. Delivery notification must contain a
copy of the shipment’s complete inventory, shipment method and airbill information.




EDITORIAL MILESTONE MATERIALS 

SENT TO:

Discovery Communications, Inc.

Attention: JOE SWIFT

One Discovery Place

Silver Spring, MD 20910-3354





	 	1.	 	Intentionally deleted
	 
	 	2.	 	PROGRAM DESCRIPTION ONE SHEET: Program description of 100 words or more for the
Program. Hard copy and electronic version. Final version of One Sheet delivered with
Program rough-cut.
	 
	 	4.	 	PROGRAM CUTS: All cuts will be delivered with scratch track narration, burn-in time
code and with corresponding script with time code. Fine cuts should be accompanied by a
revised credit list (delivered electronically) for final DCI EP approval. Cuts delivered
via Digital Media Delivery or VHS.
	 
	 	5.	 	DRAFT PROGRAM CREDITS: Electronic copy delivered with rough-cut/fine-cut for DCI EP
approval.
	 
	 	7.	 	REVISED PRODUCTION SCHEDULES: Copy of updated production schedule should be sent to EP
and PM when shooting/production shifts by one or more weeks and final delivery or budget
are impacted.
	 
	 	6.	 	BETACAM SP NTSC PROMOTIONAL VIDEO SELECT REEL: Minimum of ten minutes of broadcast
quality footage [with nat sound) to be used by DCI in any medium to promote the Program or
DCI. Select Reel should not be a post- “produced” tape. All materials cleared as required
by the contract for use within the Program and for promotional use in all media, all
markets worldwide in perpetuity. Delivery of this reel is at the request of DCI at
milestones of production and post production, however if program delivery is less than 5
weeks before broadcast, reel must be delivered at a minimum of 5 weeks prior to broadcast.
	 
	 	7.	 	TOURNAMENT DIRECTORS ASSOCIATION: A description of the Association should be sent to
the PM.





INSURANCE, and LEGAL MILESTONE MATERIALS 




-1-









 








SENT TO:

Discovery Communications, Inc.

Attention: SYDNI DREHER

One Discovery Place

Silver Spring, MD 20910-3354





	 	1.	 	PRODUCTION INSURANCE POLICIES: Copy of production’s insurance policies (including, but
not limited to: Worker’s Compensations, Production Insurance Package, US and/or Foreign
General Liability, Non-Owned Auto Liability, Cast/Keyman). Production Insurance is to be
bound before production’s contracted start date.
	 
	 	2.	 	E&O INSURANCE CERTIFICATE: Producer should obtain E&O policy through DCI’s preferred
vendor. Title & Trademark clearance for all shows, full commissions and co-productions is
the responsibility of the Producer. The title search is a vital component of your Errors
and Omissions coverage. You must obtain DCI approval of your title prior to activating the
title search. E&O (Errors and Omissions) liability insurance policy, applicable to the
exhibition and distribution of the Program, should include the following:






	 	a.	 	If required by DCI, Producer will add the program’s talent performers to
Producer’s E&O policy.
	 
	 	b.	 	Certificate is to contain the Program Title and name Travel Channel, LLC as
additionally insured.
	 
	 	c.	 	Term: Coverage should be maintained for no less than three (3) years .
	 
	 	d.	 	Limits: Should have limits of at least $1,000,000 per occurrence,
$3,000,000 in the aggregate (with a deductible of no more than $25,000) with respect to
each loss or claim involving the same offending act, failure to act, or matter, whether
made by one or more persons and regardless of frequency of repetition, relating to the
Program and insuring Producer against all liability assumed by Producer.
	 
	 	e.	 	On-line Endorsement: (if applicable)
	 
	 	f.	 	Title & Trademark Coverage: (NOT APPLICABLE))






	 	3.	 	TITLE CLEARANCE REPORT. A copy of Program’s Title Clearance Report should be included
in binder. Title Clearance report must detail full search including: federal all classes,
state, common law and domain name.





FINAL PROGRAM MATERIALS AND FINAL PROGRAM LEGAL AND PRODUCTION ELEMENT BINDERS




SENT TO:




Discovery Communications, Inc.




Greg Ellison/DCI Library Services




Reference: SYDNI DREHER

8045 Kennett Street

Silver Spring, MD 20910

240-662-4711



240-662-1427 (fax)



Series final music cue sheet should be delivered with first Program protection master tape.
Music cue sheets should be sent via e-mail to music_cue@discovery.com and your Production
Manager. In addition, final Program transcript with CD or DVD disc should be sent to DCI at the
time protection masters are sent to DCI.



DCI TECHNICAL SPECIFICATIONS: Reference the Technical Specifications of this Agreement for
requirements regarding DCI bug clearance.



NON-LINEAR ON-LINE OUTPUT: DCI currently does not consider direct non-linear output using lossy
compression as industry

standard/accepted norms. Output from an uncompressed non-linear editing system is accepted,
provided that the SMPTE 259M SDI interface is used for input and output, and a high-quality 10-bit
analog to digital converter is used.



COMPRESSED SHOOTING: DCI currently does not accept Programs shot on highly compressed digital
formats such as mini DV, DV Cam and DVC Pro formats. For this Series only the PD 150 Mini DV and
DV cameras will be accepted – this is non-precedent setting.



TAPE LABELS: Labels must be typed in English and contain Program Series/episode title on all
elements, material type (master, protection master, etc.) audio assignment, format (NTSC/PAL),
aspect ratio (anamorphic/16:9), time code information (Drop/Non-Drop, VTC, ATC), Record Date,
Facility Name and Shoot Location.



TECHNICAL FAILURES: If the protection master fails DCI’s Quality Control (QC) beyond the initial
QC, DCI reserves the right to take steps to recover those direct costs incurred by withholding
those direct costs from the final payment/budget contribution.




-2-









 







SHIPPING: Items listed below should be sent directly to Library Services as listed on the front of
this Program Materials Exhibit





	A.	 	PROGRAM MASTER TAPES and MATERIAL ELEMENTS: Program Master Tapes and Protection
Master Tapes are to be shipped separately. First ship the Program protection masters for DCI
Quality Control (QC) acceptance. Following 10 business days of DCI’s receipt of the protection
masters, ship the Program material elements, Program binders and Program master tapes. This
production shall be photographed 4:3 Full Frame on Beta SP & DV Cameras NTSC , mastered and
delivered 4:3 full frame on Digital Betacam NTSC and aired in 4:3 full frame.






	 	1.	 	DIGITAL BETACAM STEREO PROGRAM MASTER TAPE (MONO COMPATIBLE):
	 
	 	 	 	24 x 120:00 Commercial Minutes —  Cut to Network Clock Program with text, graphics
(including opening title sequence), bumps/teases (if required) and Program credits
(including Program bug with dot.com) A completed *DCI Runsheet must be enclosed with each
Program master tape.
	 
	 	 	 	Program master should be delivered as follows:
	 
	 	 	 	120:00 COMMERCIAL MINUTES —  CUT TO NETWORK CLOCK PROGRAM: Clock provided by Network.






	 	a.	 	:30 second CREDIT BED. Final DCI approved credits for the Program.






	 	§	 	30 secs prior to end of Program, insert lower third credit bed over content,
per PMD Production Guide website guidelines.
	 
	 	§	 	The Credit Bed is to be exactly :30 seconds and is to include all billboard,
titlecard and copyright information unless otherwise approved by DCI
	 
	 	§	 	:05 second segment of black






	 	b.	 	PROGRAM END CREDIT ROLL:






	 	§	 	At the end of Program fade to black, insert a 1/2 second pad of black (included
in program time) before credit roll.
	 
	 	§	 	:30 second CREDIT ROLL with music bed: Final DCI approved credits for the
Program. The credit roll is to be exactly 
:30 seconds and is to include all
billboard, titlecard and copyright information unless otherwise approved by DCI.
	 
	 	§	 	:05 second segment of black






	 	 	 	PROGRAM MASTER AUDIO ASSIGNMENT:
	 
	 	 	 	All Stereo shall be fully mono compatible. Fully mono compatible requires that when the
left and right stereo channels are actively combined to mono there is no discernible change
in audio level or fidelity.




Stereo Audio Assignment:

Channel 1: Full mix stereo left

Channel 2: Full mix stereo right

Channel 3: Full mix minus narration, stereo left**

Channel 4: Full mix minus narration, stereo right**





 




	 	**	 	Tracks SHOULD be dipped for narration on Program Master. On-camera host audio is
considered dialogue, off-camera host audio is considered narration. Host dialogue that
transitions to narration should continue to the end of the host statement.
	 
	 	2.	 	DIGITAL BETACAM STEREO PROGRAM PROTECTION MASTER (MONO COMPATIBLE): Clone of Stereo
Master. Specifications as A-1.
	 
	 	3.	 	TEXTLESS STEREO PROGRAM MASTER: Program Masters will be clean without titles, lower
thirds and credits. Specifications as in A-1.
	 
	 	4.	 	DIGITAL BETACAM STERO PROGRAM MASTER: Program Masters will be delivered without dot.com
references or bug.
	 
	 	5.	 	DIGITAL BETACAM STERO PROGRAM MASTER: Program Masters will be delivered without dot.com
references, but including bug.






	B.	 	PROGRAM PRODUCTION ELEMENT BINDER: The required documents are to be filed and
inventoried throughout production. Producer is to send the binder with all required documents
to DCI upon completion of the binder in its entirety. It is recommended to keep documents in
tact in the binder and to not send DCI single documents outside the assigned binder. DCI is
to receive all original material and the producer is to retain a duplicate binder of all
materials. Binders are to be sent in 10 business days after DCI’s receipt of the protection
master.






	 	1.	 	*FINAL PROGRAM SCRIPT and SCRIPT DISK: Final complete, verbatim script of final master
Program containing “non-scripted” interviews. Script should be accurate transcription of
Program master with corresponding running time code referencing specific




-3-









 






	 	 	 	photographic action and transcribed audio. Script should be submitted on typewritten hard
copy and CD-Rom with script in Microsoft Word or DOS ASCII TEXT format.
	 
	 	2.	 	FINAL CREDIT LIST: Final DCI approved, graphic master credit list for the Program.
Denoting (*) all contractually obligated credits which have received DCI’s prior approval.
Include all billboard, titlecard and copyright information.






	C.	 	PROGRAM LEGAL BINDER:






	 	1.	 	*MUSIC CUE SHEET: Music cue sheet detailing all music contained in the Program,
including the title of each composition, the names of composers, publishers, and copyright
owners, the usage (whether instrumental, instrumental-visual, vocal-visual or otherwise),
the place and number of such uses in the Program and in/out cues and running time for each
cue, the performance rights society involved, and any other information customarily set
forth in music cue sheets. Upon delivery of the protection master the music cue sheet
must be sent electronically to music_cue@discovery.com and your DCI Production
Manager. In the subject line of the email please include the following information:
Series/Program title and episode title, preceded by “COM” to indicate this is a commission
Program. A hardcopy of the music cue sheet should be delivered in the Legal binder.
	 
	 	2.	 	*COPY RELEASES/LICENSES/AGREEMENTS AND CORRESPONDING LOGS (Logs should be submitted on
typewritten hard copy and CD-Rom): Place the corresponding log sheet in front of the
original release documents. Copy release/license/agreement documents are to be filed and
logged in order as they appear in the Program. Only log each release once, as they appear
initially in the Program master tape. If a person does not appear in the final Program,
log that release after those in the final Program — indicate on the Log sheet “NOT IN
FINAL PROGRAM” and list the camera tape only. Refer to the source of all third party
footage in the exact form as it appears on the release. Please note that if it is not
possible to deliver English language agreement, an English language translation must
accompany any agreement delivered in a foreign language.
	 
	 	 	 	If applicable, attach DCI’s written rights waiver approvals to each license and note
that a Rights Waiver has been issued on the log. Indicate on your log if step-up rights have
been negotiated in the agreement.






	 	a.	 	Copy of Personal Releases and Corresponding Log

	 
	 	b.	 	Copy of Shoot Location Release/Permit and Corresponding Log
	 
	 	c.	 	Copy of Name/Product/Logo Release and Corresponding Log




-4-









 











Exhibit E[NEED FINAL APPROVAL STILL FROM COMPANY]




CREDITS EXHIBIT




Professional Poker Tour 

Season 1

SHORT CREDIT TEMPLATE




executive producer

STEVEN LIPSCOMB




co-executive producer

JOSEPH GRIMM




executive in charge of production

ROBYN MODER




supervising producer

BILL OLSON




field reporter

KAYE HAHN




commentators

MATT CORBOY

MATT SEIF




DIRECTOR

FRANK ISHIZAKI




producer

DAVE DIGREGORIO




senior editor

JOHN WOLFENDEN




coordinating producer

BREN FITZPATRICK




production managers

CYNTHIA FRASER

WENDY HYMOWITZ




technical supervisor

JEFF HAPP




engineering

LOUIS MOLNAR

SCOTT WIDDER




camera

MATTHEW BLUTE

JOEY BERTCHI

DAWN FLEISCHMAN

PAUL HANNUM

MARCO HOFFMAN

ANTHONY MILLER




-5-









 








J.R. REID

FRANCIS VINCENT

NATHAN WOODDY




audio

STAN KIDD

ROBERT MARTINEZ

DAN MAY

DAVE MCJUNKIN




video tape

BRIAN ADRIANE

JIM WHITE




art director

KEVIN KING




lighting director

JOHN CONTI




gaffer

TOM MURPHEY




board operator

ROB HUME




post production supervisor

SHAWN SANBAR




editors

JOSH FRANCO

MARK PINCEK




on-line editor

JEFFREY C. DEKLE




post production coordinator

CHRIS DIXON




assistant editors

DAVID DEAN

SOWJANYA KUDVA

PRESTON RAPP

MATT SILVA

CAM SOPER




associate producer

CHRISTOPHER PALBICKI




production coordinators

JENNIFER ROOP

TBD




post associate producer

ALEX OUTHRED




music composer

GARY S. SCOTT




tournament announcers

LINDA JOHNSON

SAM MINUTELLO




voice over announcer





-6-









 








DAVID BRET EGEN




promotional consideration paid for by

[MICHELOB AMBER BOCK

GENERAL MOTORS

MIRAGE HOTEL & CASINO]




FOR THE TRAVEL CHANNEL




executive producer

JOE SWIFT




production assistant

JILLIAN SHERMAN




director of production management

SYDNI DREHER




vp of production

BILL MARGOL




Produced by WPT Enterprises, Inc. for Travel Channel




Travel Channel LOGO




© 2006 WPT Enterprises, Inc.*





-7-









 







Exhibit F




PRODUCTION SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





-8-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Season I - Professional Poker Tour Series - Tour Events	 
	 	Ep. #	 	 	Episode	 	 	Pre-Prod.	 	 	Production	 	 	Post Prod.	 	 	Rough Cut	 	 	Fine Cut	 	 	Promo	 	 	Masters	 	 	Airdate	 
	 	P101A

	 	 	Foxwoods A
	 	 	09/12/04-11/07/04
	 	 	11/07/04-11/13/04
	 	 	09/12/05-11/21/05
	 	 	01/30/06
	 	 	02/06/06
	 	 	02/08/06
	 	 	02/13/06	 	 	 	 
	 	P101B

	 	 	Foxwoods B
	 	 	09/12/04-11/07/04
	 	 	11/07/04-11/13/04
	 	 	09/26/05-12/05/05
	 	 	02/06/06
	 	 	02/13/06
	 	 	02/15/06
	 	 	02/20/06	 	 	 	 
	 	P101C

	 	 	Foxwoods C
	 	 	09/12/04-11/07/04
	 	 	11/07/04-11/13/04
	 	 	10/03/05-12/12/05
	 	 	02/13/06
	 	 	02/20/06
	 	 	02/22/06
	 	 	02/27/06	 	 	 	 
	 	P101D

	 	 	Foxwoods D
	 	 	09/12/04-11/07/04
	 	 	11/07/04-11/13/04
	 	 	10/10/05-12/19/05
	 	 	02/20/06
	 	 	02/27/06
	 	 	03/01/06
	 	 	03/06/06	 	 	 	 
	 	P101F

	 	 	Foxwoods Final
	 	 	09/19/04-11/14/04
	 	 	11/14/04-11/20/04
	 	 	10/17/05-12/26/05
	 	 	02/27/06
	 	 	03/06/06
	 	 	03/08/06
	 	 	03/13/06	 	 	 	 
	 	P102A

	 	 	Commerce A
	 	 	12/12/04-02/06/05
	 	 	02/06/05-02/12/05
	 	 	10/31/05-01/09/06
	 	 	03/06/06
	 	 	03/13/06
	 	 	03/15/06
	 	 	03/20/06	 	 	 	 
	 	P102B

	 	 	Commerce B
	 	 	12/12/04-02/06/05
	 	 	02/06/05-02/12/05
	 	 	11/07/05-01/16/06
	 	 	03/14/06
	 	 	03/27/06
	 	 	03/29/06
	 	 	04/03/06	 	 	 	 
	 	P102C

	 	 	Commerce C
	 	 	12/12/04-02/06/05
	 	 	02/06/05-02/12/05
	 	 	11/14/05-01/23/06
	 	 	03/21/06
	 	 	04/03/06
	 	 	04/05/06
	 	 	04/10/06	 	 	 	 
	 	P102D

	 	 	Commerce D
	 	 	12/12/04-02/06/05
	 	 	02/06/05-02/12/05
	 	 	11/21/05-01/30/06
	 	 	04/04/06
	 	 	04/17/06
	 	 	04/19/06
	 	 	04/24/06	 	 	 	 
	 	P102F

	 	 	Commerce Final
	 	 	12/26/04-02/20/05
	 	 	02/20/05-02/26/05
	 	 	12/05/05-02/13/06
	 	 	04/11/06
	 	 	04/24/06
	 	 	04/26/06
	 	 	05/01/06	 	 	 	 
	 	P103A

	 	 	Bay 101 A
	 	 	01/02/05-02/27/05
	 	 	02/27/05-03/05/05
	 	 	12/07/05-02/15/06
	 	 	04/25/06
	 	 	05/08/06
	 	 	05/10/06
	 	 	05/15/06	 	 	 	 
	 	P103B

	 	 	Bay 101 B
	 	 	01/02/05-02/27/05
	 	 	02/27/05-03/05/05
	 	 	12/21/05-03/01/06
	 	 	05/02/06
	 	 	05/15/06
	 	 	05/17/06
	 	 	05/22/06	 	 	 	 
	 	P103C

	 	 	Bay 101 C
	 	 	01/02/05-02/27/05
	 	 	02/27/05-03/05/05
	 	 	12/28/05-03/08/06
	 	 	05/16/06
	 	 	05/29/06
	 	 	06/01/06
	 	 	06/05/06	 	 	 	 
	 	P103D

	 	 	Bay 101 D
	 	 	01/02/05-02/27/05
	 	 	02/27/05-03/05/05
	 	 	01/09/06-03/20/06
	 	 	05/23/06
	 	 	06/05/06
	 	 	06/07/06
	 	 	06/12/06	 	 	 	 
	 	P103F

	 	 	Bay 101 Final
	 	 	01/09/05-03/06/05
	 	 	03/06/05-03/12/05
	 	 	01/18/06-03/29/06
	 	 	05/31/06
	 	 	06/12/06
	 	 	06/14/06
	 	 	06/19/06	 	 	 	 
	 	P104A

	 	 	Bellagio A
	 	 	02/13/05-04/10/05
	 	 	04/10/05-04/16/05
	 	 	02/01/06-04/12/06
	 	 	06/13/06
	 	 	06/26/06
	 	 	06/28/06
	 	 	07/03/06	 	 	 	 
	 	P104B

	 	 	Bellagio B
	 	 	02/13/05-04/10/05
	 	 	04/10/05-04/16/05
	 	 	02/08/06-04/19/06
	 	 	06/27/06
	 	 	07/10/06
	 	 	07/12/06
	 	 	07/17/06	 	 	 	 
	 	P104C

	 	 	Bellagio C
	 	 	02/13/05-04/10/05
	 	 	04/10/05-04/16/05
	 	 	02/15/06-04/26/06
	 	 	07/03/06
	 	 	07/17/06
	 	 	07/19/06
	 	 	07/24/06	 	 	 	 
	 	P104D

	 	 	Bellagio D
	 	 	02/13/05-04/10/05
	 	 	04/10/05-04/16/05
	 	 	03/01/06-05/10/06
	 	 	07/10/06
	 	 	07/24/06
	 	 	07/26/06
	 	 	07/31/06	 	 	 	 
	 	P104F

	 	 	Bellagio Final
	 	 	02/27/05-04/24/05
	 	 	04/24/05-04/30/05
	 	 	03/15/06-05/24/06
	 	 	07/17/06
	 	 	07/31/06
	 	 	08/02/06
	 	 	08/07/06	 	 	 	 
	 	P105A

	 	 	Mirage A
	 	 	03/13/05-05/08/05
	 	 	05/08/05-05/14/05
	 	 	03/22/06-05/31/06
	 	 	07/31/06
	 	 	08/14/06
	 	 	08/16/06
	 	 	08/16/06	 	 	 	 
	 	P105B

	 	 	Mirage B
	 	 	03/13/05-05/08/05
	 	 	05/08/05-05/14/05
	 	 	03/29/06-06/07/06
	 	 	08/07/06
	 	 	08/21/06
	 	 	08/23/06
	 	 	08/28/06	 	 	 	 
	 	P105C

	 	 	Mirage C/D
	 	 	03/13/05-05/08/05
	 	 	05/08/05-05/14/05
	 	 	04/12/06-06/21/06
	 	 	08/14/06
	 	 	08/28/06
	 	 	08/30/06
	 	 	09/05/06	 	 	 	 
	 	P105F

	 	 	Mirage Final
	 	 	03/13/05-05/08/05
	 	 	05/08/05-05/14/05
	 	 	04/26/06-07/05/06
	 	 	08/21/06
	 	 	09/04/06
	 	 	09/06/06
	 	 	09/12/06	 	 	 	 
	 









			
	**	 	Undecided as to which episode will be pulled from the series. 25 episodes shot. 24 episodes to be posted.













 






Exhibit G




TECHNICAL SPECIFICATIONS




This exhibit contains all technical specifications for NTSC, PAL, 1125/59.94 INTERLACE HD,
1125/23.98 PROGRESSIVE HD AND 11/25/25 PROGRESSIVE HD DCI TECHNICAL REQUIREMENTS. REFER to your
contracted DCI PROGRAM MATERIALS EXHIBIT for program’s contracted technical requirement.



GENERAL STANDARD DEFINITION TECHNICAL REQUIREMENTS




STANDARD DEFINITION VIDEO REQUIREMENTS:



Video Footage should be acquired using formats acceptable to DCI on
professional-quality media. Productions may be photographed using any of the following formats:



For this series only, the PD150 and DVcam format will be accepted. This is non-precedent setting.



	 	 	 	 	 
	Standard Definition Formats	 	High Definition Formats	 	Film Formats
	 
	Sony Digital Betacam

	 	Sony HDCAM
	 	Super 16 MM Film
	Sony Betacam SP

	 	Sony HDCAM SR
	 	35 mm film
	Sony MPEG IMX 50 mb (tape)

	 	Panasonic DVC PRO 100 mb (HD)
	 	70 mm film (IMAX)
	Sony MPEG IMX 50 mb (XDCAM)

	 	Panasonic HD-D5 (Film Transfers)	 	 
	Panasonic DVC PRO 50 (tape)
	 	 	 	 






Material not acquired in one of the acceptable formats must be approved by the Production Manager
prior to the commencement of production.



Video program material shall be produced using industry standard and accepted norms good
practice and workmanship. DCI requires that its production partners use only selected codecs and
media types when working in non-linear editing systems. Systems that use uncompressed SDI or JFIF
1:1 are acceptable; as are systems that use MXF compliant MPEG-2 I frame media at 50 mbps. Systems
that use Motion JPEG codecs, DV 25 media, or JFIF at ratios higher than 1:1 are not acceptable for
online output. If there are questions about the qualifications of a particular editing system or
type of media, please contact the DCI Technical Standards and Operations group.





Acceptable Editing Codecs




			
	Codec	 	Bit rate or Ratio 
	 
	Uncompressed 601 digital

	 	270 mbps
	MPEG-2 MXF

	 	50 mbps I-frame
	JFIF (Meridian/ Symphony)

	 	1:1









Unacceptable Editing Codecs




	 	 	 
	Codec	 	Bit rate or Ratio
	 
	DV 4:1:1 or 4:2:0

	 	25 mbps
	JFIF (Meridian / Symphony)

	 	Ratios greater than 1:1
	Motion JPEG (AVR)

	 	AVR 2 to AVR 77











Master and source videotapes must meet industry standard or industry-accepted standards for
tape format interchange. All tapes should be recorded on VTRs that have been maintained in
compliance with the manufacturer instructions and have been accurately calibrated per the
manufacturer specifications.



DCI Bug Clearance Specifications: 



Due to the extensive amount of graphics used in these programs, PPT will post the Travel
Channel on-air bug directly on their masters. This allows PPT to remove and replace the bug to
avoid interfering with the designated bug area. This also assumes that the network ID will not be
keyed over the signal for any airing of these programs.



-9-









 





Bug Placement shall fall into the space between 38.7 microseconds and 50,0 microseconds between
lines 190 and 243 (field 1) NTSC, lines 228 and 290 (field 1) PAL. This space represents a large
portion of the lower right corner of the television image. In addition, to prevent Interference
with International ID’s, text, elements shall not be placed between 41.3 microseconds and 50.3
microseconds between lines 34 and 81 (field 1) NTSC, lines 41 and 96 (field 1) PAL.



The bug used in post production by PPT, should maintain the same chrominance, luminance, and
saturation levels as the bug airing out of master control.



STANDARD DEFINITION AUDIO REQUIREMENTS:



Audio program material shall be produced using industry standard and accepted norms for
good practice and workmanship. The audio portion of the master and source audio and videotapes
must be produced so that no noise, static, dropouts or extraneous distortion is recorded in the
audio. The audio mix should also be well balanced and equalized, with dialogue and narration
clearly able to be heard.



Audio channels — Stereo audio must be fully mono compatible. The audio channels
must be in the proper phase. NOTE: Full Mono Compatibility means that when the left and right
stereo channels are actively combined to mono there is no discernible change in audio level or
fidelity. Full mix and split audio tracks should be phase coherent (synchronized) to prevent
difficulty editing between these tracks, as necessary.



Audio Levels: Program audio must reflect reference tone level. Audio levels are evaluated
using three different measurements, audio signal peak, average loudness, and dialogue loudness.
Program audio must adhere to DCI standards for all three measurements.



Peak audio levels are evaluated using a digital true-peak meter with a 0 millisecond rise
response. Assuming a reference level of –20 dBFS, peak audio levels may not rise above –10 dBFS at
any point during the program.



Average loudness levels are evaluated using digital meters calibrated to the VU ballistic with
a 300 ms rise response. Assuming a reference level of –20 dBFS (+4 dBu), VU levels should
consistently fall between –25 dBFS and –18 dBFS during the majority of the program, and never rise
above –17 dBFS at any point during the program.



     DCI also requires that program dialogue levels be analyzed using a Dolby LM100 broadcast
loudness meter. The LM100 tool allows for dialogue to be measured distinctly and provides a
reference for how loud spoken language will “sound” to the home viewer. When measured on a LM100
meter, dialogue levels should read between –26 dBFS and –28 dBFS as an average for the entire
program.



	 	 	 	 	 	 	 
	 	 	Average loudness	 	Peak audio levels	 	Dialogue Normalization
	Track Type	 	(VU) levels	 	(Digital True Peak)	 	and Loudness (LM100)
	 
	Full Mix

	 	-25 to -18 dBFS
	 	-14 to -10 dBFS
	 	-26 to –28 dBFS
	Surround Sound Mix Tracks

	 	-25 to -18 dBFS
	 	-14 to -3 dBFS
	 	-26 to –28 dBFS
	Element Tracks (Music,
Effects, Mix minus
Narration, Dialogue,
Narration)

	 	-25 to -18 dBFS
	 	-14 to -3 dBFS
	 	Unrestricted






Audio compression: Program audio should have good dynamic range, but not be overly dynamic.
While some compression may be needed to control the dynamic range of the program audio, excessive
audio compression of the final mix should be avoided. Audio signal peaks should be approximately 8
to 10 db above program reference levels, and average loudness measurements should be comparable to
reference levels.



NTSC TECHNICAL REQUIREMENTS




NTSC VIDEO SPECIFICATIONS:




Tape Leader: Industry-standard reference signals should be provided at the beginning of any
tape delivered to DCI. The arrangement of the reference signals should be as follows:



	 	 	 	 	 	 	 	 	 
	Starting Code	 	Ending Code	 	Duration	 	Video	 	Audio
	 
	00:58:30:00

	 	00:59:30:00
	 	1:00:00
	 	SMPTE Color Bars at 75%
saturation
	 	Reference tone at 1 khz on channels 1
and 2, reference tone of 400 hz on
channels 3 and 4. Reference tone
should be at +4dbu with a 600 ohm
impedance load (Equal to –20 dBfs)






-10-









 






	 	 	 	 	 	 	 	 	 
	Starting Code	 	Ending Code	 	Duration	 	Video	 	Audio
	00:59:30:00

	 	00:59:35:00
	 	00:05:00
	 	Black
	 	Silence
	00:59:35:00

	 	00:59:50:00
	 	00:15:00
	 	Program Slate (see details below)
	 	 Silence
	00:59:50:00

	 	00:59:58:00
	 	00:08:00
	 	Video Countdown from 10 to 2
	 	Audible tone at each 1 second interval
	00:59:58:00

	 	01:00:00:00
	 	00:02:00
	 	Black
	 	Silence
	1:00:00:00

	 	 	 	 	 	Program begins
	 	Program begins






Timecode: NTSC tapes must be recorded with drop frame time code that adheres to SMPTE 12M
specifications.



Vertical blanking should adhere to SMPTE specification 170 M.



Discovery will accept vertical blanking that falls between 17 and 22 scan lines when measured as a
composite NTSC signal.



Horizontal blanking should adhere to SMPTE specification 170 M



Discovery will accept horizontal blanking widths of between 10.4 and 12.0 microseconds, with a
front porch measurement of 1.0 to 2.0 microseconds and a distance of 9.4 to 10.0 microseconds from
the falling edge of sync to the end of the horizontal blanking. For NTSC programs, Discovery
measures the start of blanking as the edge of the signal crosses below 7.5 IRE, and the end of
blanking as the signal crosses above 7.5 IRE. Black edges on the image will be measured as program
blanking, and may result in blanking measurements being wide.



Composite video white levels should not exceed 100 IRE units, and program black levels
should not extend below 7.5 IRE units. Neither the program luminance whites nor blacks should be
clipped excessively.



Composite chroma levels should not exceed 120 IRE when measured in the composite color
space using a waveform monitor with a flat filter. Illegal levels may be clipped to prevent
transmission over modulation, resulting in a loss of color fidelity and detail. Discovery
standards do not distinguish between shows of digital component origination or those of composite
origination when evaluating encoded chrominance levels. If digital production methods are used, it
is the responsibility of the production company to ensure that the encoded signal meets the
composite guidelines. All programs will be judged against these analog composite guidelines,
irrespective of their native origination.



Program Text Title Safe



Program text should be kept in the text safe area as defined in SMPTE RP 218. For NTSC (525)
signals, the safe title area is the central 80% of the picture, an area of 576 by 384 pixels
beginning 72 pixels from the left edge and 47 pixels from the top of the image and ending 648
pixels from the left edge and 432 pixels from the top of the image.



ASPECT RATIO GUIDELINES:



Images acquired in the 16:9 aspect ratio must be protected for 14:9 viewing.



16:9 NTSC Letterbox: 181 scan lines, picture starts at line 50 and letterbox ends at 233



NTSC TIMECODE SPECIFICATIONS:




Time code – SMPTE Dropframe time code is mandatory. Program start time code must read 01:00:00:00.
Time code should be continuous, without error, and contain the appropriate flagging information in
adherence with SMPTE specification 12 M. All time code references, i.e. vertical interval time code, (VITC), longitudinal time code. (LTC)
or audio sector time code on Digital formats (ASTC) must match exactly.




-11-









 













PAL TECHNICAL REQUIREMENTS




PAL VIDEO SPECIFICATIONS:




Tape Leader: Industry-standard reference signals should be provided at the beginning of any
tape delivered to DCI. The arrangement of the reference signals should be as follows:



	 	 	 	 	 	 	 	 	 
	Starting Code	 	Ending Code	 	Duration	 	Video	 	Audio
	 
	09:58:30:00

	 	09:59:30:00
	 	1:00:00
	 	SMPTE Color Bars at 75% saturation
	 	Reference tone at 1 khz on channels 1
and 2, reference tone of 400 hz on
channels 3 and 4. Reference tone
should be at +4dbu with a 600 ohm
impedance load (Equal to –20 dBfs)
	09:59:30:00

	 	09:59:35:00
	 	00:05:00
	 	Black
	 	Silence
	09:59:35:00

	 	09:59:50:00
	 	00:15:00
	 	Program Slate (see details below)
	 	Silence
	09:59:50:00

	 	09:59:58:00
	 	00:08:00
	 	Video Countdown from 10 to 2
	 	Audible tone at each 1 second interval
	09:59:58:00

	 	10:00:00:00
	 	00:02:00
	 	Black
	 	Silence
	10:00:00:00

	 	 	 	 	 	Program begins
	 	Program begins






Vertical blanking should fall within EBU specifications, adhering to the ITU-R standard
BT.470-6.



Discovery will accept programs with vertical blanking measurements of between 23 and 26 scan lines.



Horizontal blanking should fall within EBU specifications, adhering to the ITU-R standard
BT.470-6.



Discovery will accept horizontal blanking widths of between 11.5 and 13.0 microseconds, with a
front porch measurement of 1.0 to 2.0 microseconds and a distance of 10.5 to 11 microseconds from
the falling edge of sync to the end of the horizontal blanking. For PAL programs, Discovery
measures the start of blanking as the edge of the signal crosses below 0 millivolts and the end of
blanking as the signal rises above 0 millivolts. Black edges on the image will be measured as
program blanking, and may result in blanking measurements being wide.



Time code – EBU Time code is mandatory. Program start time code must read 10:00:00:00.
Time code should be continuous, free of errors, and contain all appropriate flagging bits. All
time code references, i.e. vertical interval time code, (VITC), longitudinal time code. (LTC) or
audio sector time code on Digital formats (ASTC) must match exactly.



Composite video white levels should not exceed 700 mv, and program black levels should not
extend below 0 mv. Program white and black levels should not be clipped excessively.



Composite chroma levels should not exceed 840 mv and may be clipped to prevent transmission
over modulation. Discovery standards do not distinguish between shows of digital component
origination or those of composite origination when evaluating encoded chrominance levels. If
digital production methods are used, it is the responsibility of the vendor to ensure that the
encoded signal meets the composite guidelines. All programs will be judged against these analog
composite guidelines, irrespective of their native origination. PAL composite gamut legality is
also required of all programs, irrespective of origination.



Program Text Title Safe



Program text should be kept in the text safe area as defined in SMPTE RP 218. For PAL (625)
signals, the safe title area is the central 80% of the picture, an area of 576 by 460 pixels
beginning 72 pixels from the left edge and 58 pixels from the top of the image and ending 648
pixels from the left edge and 518 pixels from the top of the image.



ASPECT RATIO GUIDELINES WHEN DELIVERING LETTERBOX FORMATS:




16:9 PAL Letterbox: 216 scan lines, picture starts at line 58, ends at 275



Images acquired in the 16:9 aspect ratio must be protected for 14:9 viewing.




-12-









 













GENERAL TECHNICAL REQUIREMENTS FOR HD




HIGH DEFINITION VIDEO REQUIREMENTS:



Video Footage should be acquired using formats acceptable to DCI on
professional-quality media. Productions may be photographed using any of the following formats:



	 	 	 	 	 
	High Definition Formats	 	Acceptable Upconversion Formats	 	Film Formats
	 
	Sony HDCAM

	 	Sony Digital Betacam
	 	35 mm Film
	Sony HDCAM SR

	 	Sony Betacam SP
	 	70 mm Film (IMAX)
	Panasonic DVC PRO 100 mb (HD)

	 	Sony MPEG IMX 50 mb (tape)	 	 
	Panasonic HD-D5 (Film Transfers)

	 	Sony MPEG IMX 50 mb (XDCAM)	 	 
	HDV at 1080i (With Restrictions)

	 	Panasonic DVC PRO 50 (tape)	 	 
	 

	 	Super 16 mm film	 	 






Material not acquired in one of the acceptable formats must be approved by the Production Manager
prior to the commencement of production. No more than 25% of an HD production’s final content may
be material upconverted from standard definition, and no more than 15% of the final content may be
originated in the HDV 1080 format. When both HDV and upconverted materials are used in a program,
the combined total of HDV and upconverted footage cannot exceed 30% of the final program material.



Video program material shall be produced using industry standard and accepted norms good
practice and workmanship. DCI requires that its production partners use only selected codecs and
media types when working in non-linear editing systems. Systems that use uncompressed HDSDI are
acceptable, as are systems use the native codecs for the DVCPRO HD and HDCAM formats. Systems that
exclusively use HDV codecs or are incapable of using HD-resolution media are not acceptable for
online output. If there are questions about the qualifications of a particular editing system or
type of media, please contact the DCI Technical Standards and Operations group.





Acceptable Editing Codecs




			
	Codec	 	Bit rate or Ratio
	 
	Uncompressed SMPTE 292

	 	270 mbps
	AVID DnX HD 8 and 10 bit

	 	220 mbps
	Sony HDCAM codec

	 	140 mbps
	DVCPRO HD

	 	100 mbps









Unacceptable Editing Codecs




	 	 	 
	Codec	 	Bit rate or Ratio
	 
	HDV (exclusive use)

	 	25 mbps
	Any Exclusively Standard Definition Codec
	 	Various











Master and source videotapes must meet industry standard or industry-accepted standards for
tape format interchange. All tapes should be recorded on VTRs that have been maintained in
compliance with the manufacturer instructions and have been accurately calibrated per the
manufacturer specifications.



DCI Bug Clearance Specifications: 



DCI requires that lower third and other graphic elements containing text not interfere with
the network ID keyed over the signal. Consequently, the following areas of the picture may not
contain text information. All horizontal measurements are given in microseconds, with the start of
the measurement at the SAV reference pulse.



No text shall fall into the space between 21 microseconds and 24.5 microseconds between lines
459 and 541 (field 1) in a 1080 I 59.94 signal. Broadcast resolution TIF files outlining the bug
safe area for 1080 interlaced and other HD formats will be provided on request.



Video white levels should not exceed 700mV for component signals, and program black levels
should not extend below 0 Vdc. Neither the program luminance whites nor blacks should be clipped
excessively. For color difference signals R-Y and B-Y, levels shall not exceed 700 mV or fall
below 0 mV when set at a 350 mV offset.



Program Text Title Safe



Program text should be kept in the text safe area as defined in SMPTE RP 218. For 1080 line
signals, the safe title area is the central 80% of the picture, an area of 1536 by 864 pixels
beginning 192 pixels from the left edge and 108 pixels from the top of the image and ending 1728
pixels from the left edge and 972 pixels from the top of the image.



-13-









 





HIGH DEFINITION AUDIO REQUIREMENTS:



Audio program material shall be produced using industry standard and accepted norms for
good practice and workmanship. The audio portion of the master and source audio and videotapes
must be produced so that no noise, static, dropouts or extraneous distortion is recorded in the
audio. The audio mix should also be well balanced and equalized, with dialogue and narration
clearly able to be heard.



Audio channels — Stereo audio must be fully mono compatible. The audio channels
must be in the proper phase. NOTE: Full Mono Compatibility means that when the left and right
stereo channels are actively combined to mono there is no discernible change in audio level or
fidelity. Full mix and split audio tracks should be phase coherent (synchronized) to prevent
difficulty editing between these tracks, as necessary.



Audio Levels: Program audio must reflect reference tone level. Audio levels are evaluated
using three different measurements, audio signal peak, average loudness, and dialogue loudness.
Program audio must adhere to DCI standards for all three measurements.



Peak audio levels are evaluated using a digital true-peak meter with a 0 millisecond rise
response. Assuming a reference level of -20 dBFS, peak audio levels may not rise above -10 dBFS at
any point during the program.



Average loudness levels are evaluated using digital meters calibrated to the VU ballistic with
a 300 ms rise response. Assuming a reference level of -20 dBFS (+4 dBu), VU levels should
consistently fall between -25 dBFS and -18 dBFS during the majority of the program, and never rise
above -17 dBFS at any point during the program.



     DCI also requires that program dialogue levels be analyzed using a Dolby LM100 broadcast
loudness meter. The LM100 tool allows for dialogue to be measured distinctly and provides a
reference for how loud spoken language will “sound” to the home viewer. When measured on a LM100
meter, dialogue levels should read between -26 dBFS and -28 dBFS as an average for the entire
program.



	 	 	 	 	 	 	 
	 	 	Average loudness	 	Peak audio levels	 	Dialogue Normalization and
	Track Type	 	(VU) levels	 	(Digital True Peak)	 	Loudness (LM100)
	 
	Full Mix

	 	-25 to -18 dBFS
	 	-14 to -10 dBFS
	 	-26 to -28 dBFS
	Surround Sound Mix Tracks

	 	-25 to -18 dBFS
	 	-14 to -3 dBFS
	 	-26 to -28 dBFS
	Element Tracks (Music,
Effects, Mix minus
Narration, Dialogue,
Narration)

	 	-25 to -18 dBFS
	 	-14 to -3 dBFS
	 	Unrestricted






Audio compression: Program audio should have good dynamic range, but not be overly dynamic.
While some compression may be needed to control the dynamic range of the program audio, excessive
audio compression of the final mix should be avoided. Audio signal peaks should be approximately 8
to 10 db above program reference levels, and average loudness measurements should be comparable to
reference levels.




-14-









 













1080 I 59.94 TECHNICAL SPECIFICATIONS




1125 LINE/ 59.94 HZ LINE RATE INTERLACE HIGH DEFINITION VIDEO SPECIFICATIONS:




All video shall conform to SMPTE 274M, “1920 x 1080 Scanning and Analog and Parallel Digital
Interfaces for Multiple Picture Rates” and SMPTE240M, “Signal Parameters — 1125- line High
Definition Productions Systems” broadcast standards. All video information must be compliant
with either SMPTE 260M, “1125/60 High-Definition Production System — Digital Representative and
Bit-Parallel Interface”, or SMPTE 292M “Bit -Serial Digital Interface for High-Definition
Systems. 



Master and source videotapes must meet industry standard or industry accepted standards for
tape format interchange. Source tapes may be either HD Cam or HD D5, at the 1080 interlace 59.94
Hz line rate. If acquisition is made by film stock, 35mm film with an aspect ratio of 1.77(16 x 9)
is required.



Video shall adhere to SMPTE 274m, item 5 of table 1, which outlines 1920x1080 interlace at a frame
rate of 59.94 Hz. 1035 line material is not acceptable for newly shot pieces.



Tape Leader: Industry-standard reference signals should be provided at the beginning of any
tape delivered to DCI. The arrangement of the reference signals should be as follows:



	 	 	 	 	 	 	 	 	 
	Starting Code	 	Ending Code	 	Duration	 	Video	 	Audio
	 
	00:58:30:00

	 	00:59:30:00
	 	1:00:00
	 	SMPTE Color Bars at 75%
saturation
	 	Reference tone at 1 khz on channels 1
and 2, reference tone of 400 hz on
channels 3 and 4. Reference tone
should be at +4dbu with a 600 ohm
impedance load (Equal to -20 dBfs)
	00:59:30:00

	 	00:59:35:00
	 	00:05:00
	 	Black
	 	Silence
	00:59:35:00

	 	00:59:50:00
	 	00:15:00
	 	Program Slate (see details
below)
	 	Silence
	00:59:50:00

	 	00:59:58:00
	 	00:08:00
	 	Video Countdown from 10 to 2
	 	Audible tone at each 1 second interval
	00:59:58:00

	 	01:00:00:00
	 	00:02:00
	 	Black
	 	Silence
	1:00:00:00

	 	 	 	 	 	Program begins
	 	Program begins






Vertical blanking should fall within SMPTE 274M specifications, as stated in section 14
“Analog Synch” and section 15 “Analog Interface” and in ITU-R specification BT.709-4. The vertical
blanking interval should equal lines 1-20 and lines 561-563 of the first field and lines 564-583
and lines 1124-1125 in the second field.



Horizontal blanking should fall within SMPTE 274M specifications, as stated in section 14
“Analog Synch” and section 15 “Analog Interface” and ITU-R specification BT.709-4. Horizontal
blanking should be between 280 clock periods and a maximum of 292 clock periods, creating a
blanking width of between 3.775 microseconds and 3.935 microseconds when a clock period is equal to
13.48 nanoseconds.



Timecode — SMPTE Dropframe timecode is mandatory. Time code shall adhere to SMPTE 12M,
“Time and Control Code”.  Program start time code must read 01:00:00:00. Time code should be
continuous and free of errors, containing all appropriate flagging bits.



All time code references, i.e. vertical interval time code, (VITC), longitudinal time code. (LTC)
or audio sector time code on Digital formats (ASTC) must match exactly.



1080 P 23.98 TECHNICAL SPECIFICATIONS




1125 LINE/ 23.98 HZ LINE RATE PROGRESSIVE HIGH DEFINITION VIDEO SPECIFICATIONS:




All video shall conform to SMPTE 274M, “1920 x 1080 Scanning and Analog and Parallel Digital
Interfaces for Multiple Picture Rates” and SMPTE240M, “Signal Parameters — 1125- line High
Definition Productions Systems” broadcast standards. All video information must be compliant
with either SMPTE 260M, “1125/60 High-Definition Production System — Digital Representative and
Bit-Parallel Interface”, or SMPTE 292M “Bit -Serial Digital Interface for High-Definition
Systems. 



Master and source videotapes must meet industry standard or industry accepted standards for
tape format interchange. Source tapes may be either HD Cam or HD D5, at the 1080 progressive 23.98
Hz line rate. If acquisition is made by film stock, 35mm film with an aspect ratio of 1.77(16 x 9)
is required.



-1-









 





Video shall adhere to the specifications provided in SMPTE 274m , item 11 of table 1, which
outlines 1920x1080 progressive scan at a frame rate of 23.98 Hz.



Tape Leader: Industry-standard reference signals should be provided at the beginning of any
tape delivered to DCI. The arrangement of the reference signals should be as follows:



	 	 	 	 	 	 	 	 	 
	Starting Code	 	Ending Code	 	Duration	 	Video	 	Audio
	 
	00:58:30:00

	 	00:59:30:00
	 	1:00:00
	 	SMPTE Color Bars at 75%
saturation
	 	Reference tone at 1 khz on channels 1
and 2, reference tone of 400 hz on
channels 3 and 4. Reference tone
should be at +4dbu with a 600 ohm
impedance load (Equal to -20 dBfs)
	00:59:30:00

	 	00:59:35:00
	 	00:05:00
	 	Black
	 	Silence
	00:59:35:00

	 	00:59:50:00
	 	00:15:00
	 	Program Slate (see details
below)
	 	Silence
	00:59:50:00

	 	00:59:58:00
	 	00:08:00
	 	Video Countdown from 10 to 2
	 	Audible tone at each 1 second interval
	00:59:58:00

	 	01:00:00:00
	 	00:02:00
	 	Black
	 	Silence
	1:00:00:00

	 	 	 	 	 	Program begins
	 	Program begins






Vertical blanking should fall within SMPTE 274M specifications, as stated in section 14
“Analog Synch” and section 15 “Analog Interface” and in ITU-R specification BT.709-4. The vertical
blanking interval should equal lines 1-41 and lines 1122-1125 in this progressive scanning format.



Horizontal blanking should fall within SMPTE 274M specifications, as stated in section 14
“Analog Synch” and section 15 “Analog Interface” and in ITU-R specification BT.709-4. Horizontal
blanking should be between 830 clock periods and a maximum of 842 clock periods.



Timecode — SMPTE timecode is mandatory. Time code shall adhere to SMPTE 12M, “Time and
Control Code”.  Program start time code must read 01:00:00:00. Time code should be continuous
and free of errors, containing all appropriate flagging bits.



All time code references, i.e. vertical interval time code, (VITC), longitudinal time code. (LTC)
or audio sector time code on Digital formats (ASTC) must match exactly.



1080 P 25 TECHNICAL SPECIFICATIONS




1125 LINE/ 25 HZ LINE RATE PROGRESSIVE HIGH DEFINITION VIDEO SPECIFICATIONS:




All video shall conform to SMPTE 274M, “1920 x 1080 Scanning and Analog and Parallel Digital
Interfaces for Multiple Picture Rates” and SMPTE240M, “Signal Parameters — 1125- line High
Definition Productions Systems” broadcast standards. All video information must be compliant
with either SMPTE 260M, “1125/60 High-Definition Production System — Digital Representative and
Bit-Parallel Interface”, or SMPTE 292M “Bit -Serial Digital Interface for High-Definition
Systems. 



Master and source videotapes must meet industry standard or industry accepted standards for
tape format interchange. Source tapes may be either HD Cam or HD D5, at the 1080 progressive 25 Hz
line rate. If acquisition is made by film stock, 35mm film with an aspect ratio of 1.77(16 x 9) is
required.



Video shall adhere to SMPTE 274m , item 9 of table 1, which outlines 1920x1080 progressive scan at
a frame rate of 25 Hz. 1035 line material is not acceptable for newly shot pieces.



Tape Leader: Industry-standard reference signals should be provided at the beginning of any
tape delivered to DCI. The arrangement of the reference signals should be as follows:



	 	 	 	 	 	 	 	 	 
	Starting Code	 	Ending Code	 	Duration	 	Video	 	Audio
	 
	00:58:30:00

	 	00:59:30:00
	 	1:00:00
	 	SMPTE Color Bars at 75%
saturation
	 	Reference tone at 1 khz on channels 1
and 2, reference tone of 400 hz on
channels 3 and 4. Reference tone
should be at +4dbu with a 600 ohm
impedance load (Equal to -20 dBfs)
	00:59:30:00

	 	00:59:35:00
	 	00:05:00
	 	Black
	 	Silence
	00:59:35:00

	 	00:59:50:00
	 	00:15:00
	 	Program Slate (see details
below)
	 	Silence
	00:59:50:00

	 	00:59:58:00
	 	00:08:00
	 	Video Countdown from 10 to 2
	 	Audible tone at each 1 second interval
	00:59:58:00

	 	01:00:00:00
	 	00:02:00
	 	Black
	 	Silence
	1:00:00:00

	 	 	 	 	 	Program begins
	 	Program begins






-2-









 






Vertical blanking should fall within SMPTE 274M specifications, as stated in section 14
“Analog Synch” and section 15 “Analog Interface” and in ITU-R specification BT.709-4. The vertical
blanking interval should equal lines 1-41 and lines 1122-1125 in this progressive scanning format.



Horizontal blanking should fall within SMPTE 274M specifications, as stated in section 14
“Analog Synch” and section 15 “Analog Interface” and in ITU-R specification BT.709-4. Horizontal
blanking should be between 714 clock periods and a maximum of 726 clock periods.



All time code references, i.e. vertical interval time code, (VITC), longitudinal time code. (LTC)
or audio sector time code on Digital formats (ASTC) must match exactly.



1080 I 50 TECHNICAL SPECIFICATIONS




1125 LINE/ 50 HZ LINE RATE INTERLACE HIGH DEFINITION VIDEO SPECIFICATIONS:




All video shall conform to SMPTE 274M, “1920 x 1080 Scanning and Analog and Parallel Digital
Interfaces for Multiple Picture Rates” and SMPTE240M, “Signal Parameters — 1125- line High
Definition Productions Systems” broadcast standards. All video information must be compliant
with either SMPTE 260M, “1125/60 High-Definition Production System — Digital Representative and
Bit-Parallel Interface”, or SMPTE 292M “Bit -Serial Digital Interface for High-Definition
Systems. 



Master and source videotapes must meet industry standard or industry accepted standards for
tape format interchange. Source tapes may be either HD Cam or HD D5, at the 1080 interlace 50 Hz
line rate. If acquisition is made by film stock, 35mm film with an aspect ratio of 1.77(16 x 9) is
required.



Video shall adhere to SMPTE 274m, item 6 of table 1, which outlines 1920x1080 interlace at a frame
rate of 50 Hz. 1035 line material is not acceptable for newly shot pieces.



Tape Leader: Industry-standard reference signals should be provided at the beginning of any
tape delivered to DCI. The arrangement of the reference signals should be as follows:



	 	 	 	 	 	 	 	 	 
	Starting Code	 	Ending Code	 	Duration	 	Video	 	Audio
	 
	00:58:30:00

	 	00:59:30:00
	 	1:00:00
	 	SMPTE Color Bars at 75%

saturation
	 	Reference tone at 1 khz on channels 1
and 2, reference tone of 400 hz on
channels 3 and 4. Reference tone
should be at +4dbu with a 600 ohm
impedance load (Equal to -20 dBfs)
	00:59:30:00

	 	00:59:35:00
	 	00:05:00
	 	Black
	 	Silence
	00:59:35:00

	 	00:59:50:00
	 	00:15:00
	 	Program Slate (see details

below)
	 	Silence
	00:59:50:00

	 	00:59:58:00
	 	00:08:00
	 	Video Countdown from 10 to 2
	 	 Audible tone at each 1 second interval
	00:59:58:00

	 	01:00:00:00
	 	00:02:00
	 	Black
	 	Silence
	1:00:00:00

	 	 	 	 	 	Program begins
	 	Program begins






Vertical blanking should fall within SMPTE 274M specifications, as stated in section 14
“Analog Synch” and section 15 “Analog Interface” and in ITU-R specification BT.709-4. The vertical
blanking interval should equal lines 1-20 and lines 561-563 of the first field and lines 564-583
and lines 1124-1125 in the second field.



Horizontal blanking should fall within SMPTE 274M specifications, as stated in section 14
“Analog Synch” and section 15 “Analog Interface” and in table 4 of the “Analogue Representation”
section of ITU-R specification BT.709-4. Horizontal blanking should be between 280 clock periods
and a maximum of 292 clock periods, creating a blanking width of between 3.775 microseconds and
3.935 microseconds when a clock period is equal to 13.48 nanoseconds.



Timecode — EBU 25-frame timecode is mandatory. Time code shall adhere to SMPTE 12M,
“Time and Control Code”.  Program start time code must read 01:00:00:00. Time code should be
continuous and free of errors, containing all appropriate flagging bits.



All time code references, i.e. vertical interval time code, (VITC), longitudinal time code. (LTC)
or audio sector time code on Digital formats (ASTC) must match exactly.




-3-









 











Exhibit H




ADJUSTED GROSS REVENUES — ALL MEDIA

Company RECEIVES




     1. As used herein:



          1.1 “Gross Revenues” shall mean all sums actually received by Producer, its parents,
subsidiaries and affiliates from the exploitation of the Program in any and all media provided
that:




               (a) Gross Revenues shall be determined after all refunds, returns, credits, discounts,
allowances and adjustments;



               (b) Returnable advance payments shall not be included in Gross Revenues until actually earned
by Producer; and



               (c) Producer shall have the right to withhold from Gross Revenues a reserve of ten percent
(10%) of Gross Revenues for returns in connection with any Home Video exploitation of the Program,
provided that each addition to the reserve is liquidated within one (1) year of its establishment.



          1.2 “Adjusted Gross Revenues” shall mean Gross Revenues remaining after the deduction
therefrom on a continuing basis of the following in the order set forth below:




               (a) Producer’s “Distribution Fees” as set forth below;



               (b) Producer’s “Distribution Expenses” as set forth below; and



          1.3 Producer’s “Distribution Fees” shall be Producer’s customary distribution fees in
connection with the exploitation of the Program in the respective media, provided such Distribution
Fees shall not exceed twenty-five percent (25%) of Gross Revenues. In the event that Producer
engages the services of a subdistributor in connection with the exploitation of its rights, the
Producer shall not be entitled to retain Distribution Fees. For clarity, Producer will not
include in Gross Revenues any actual fees paid to, and/or any expenses incurred by, any
unaffiliated third party subdistributor of the Program with whom Producer has negotiated and signed
a bona fide arms length distribution agreement.




          1.4 Producer’s “Distribution Expenses” shall include third party costs, charges and expenses
incurred by Producer in connection with versioning, distributing, exhibiting, advertising,
promoting, and exploiting the applicable rights in the Program, up to a maximum of 5% of Gross
Revenues.




          1.5 In calculating Adjusted Gross Revenues hereunder, there shall be no
cross-collateralization of revenues and expenses among media.




     2. Producer shall render to Company periodic statements prepared by an authorized agent of
Producer showing, in summary form, the calculation of all Adjusted Gross Revenues pursuant to this
Exhibit, which shall be accompanied by Company’s share thereof, if any. Statements shall be
rendered on a calendar quarter basis, within sixty (60) days after the end of the quarter, for the
first two (2) years after the initial distribution of the Program for which Gross Revenues are
derived, and on a semi-annual basis thereafter, provided, however, that no statements need be
rendered for any accounting period in which no Gross Revenues are received. Should Producer make
any overpayment to Company hereunder for any reason, Producer shall have the right to deduct the
amount of such overpayment from any further monies owing to Company hereunder, or may demand
repayment from Company, in which event Company shall promptly repay the same to Producer.



-1-









 





     3. Company may, at its own expense, but not more than once each year, audit Producer’s records
relating to the Program at the offices of Producer for the purpose of verifying the payments made
to Company hereunder. Any such audit shall be conducted only by a certified public accountant
(subject to Producer’s reasonable approval) during normal business hours upon reasonable prior
written notice and shall not continue for more than thirty (30) consecutive days. Company shall
not have the right to examine, inquire into or object to any matter contained in any statement
after the expiration of twelve (12) months from the date of mailing of the statement. Company’s
right to examine Producer’s records shall be limited to those relating specifically to the Program,
and under no circumstances shall Company have the right to examine records relating to Producer’s
business generally or to any other programs for the purpose of comparison or otherwise. In the
event that an audit by Company discloses an underpayment of more than ten percent (10%) to Company,
and such underpayment is not the subject of a good faith dispute, Producer shall reimburse Company
for the reasonable costs of such audit.



     4. Producer shall not be considered a trustee, pledgeholder, fiduciary or agent of Company by
reason of anything done or any money collected by it, and shall not be obligated to segregate
receipts from the Program from its other funds. Producer shall not have any lien or other rights
in or to the Gross Revenues or Adjusted Gross Revenues of the Program, it being understood that the
references thereto are intended solely for the purpose of determining the amount of monies payable
to Company hereunder, if any. Producer shall have the complete authority to license, market and
exploit the Program and all rights therein, or to refrain from so doing, as it may choose in its
sole discretion, and Company acknowledges that Producer is not in any way making any
representations or guarantees of any kind whatsoever regarding the amount of Adjusted Gross
Revenues which may be received from the exploitation of the Program.



-2-









 










Exhibit I

Forms of Affidavit




.net sites:



WPT Enterprises, Inc.

1041 North Formosa Avenue

Formosa Building, Suite 99

West Hollywood, CA 90046



Ladies and Gentlemen:





	 	 	                                         (“[Sponsor][Advertiser]”) hereby represents, warrants and agrees
as follows with respect to the                                          website (the “Website”):
	 
	1.	 	The Website, including all of its pages, games, and other components, contains no links
or references whatsoever to online gambling or any online gambling websites, including to
                    .com or any other “pay for play” gambling websites.
	 
	2.	 	The Website was established as an educational website with the sole purpose of teaching
participants how to play poker. The sole purpose of the Website is to provide such
instructional information.
	 
	3.	 	The Website clearly states the following: that it does not permit players to play for
real money, nor can players win any prizes; that chips in players’ accounts have no value,
cash or otherwise, and cannot be exchanged for anything of value; and that any and all
references in the Website to “pots,” “limits”, “betting” or the like are solely for
instructional or illustrative purposes and do not involve real money or other items of
value.
	 
	4.	 	The Website does not use any “popup,” “adware,” “spyware” or similar software for the
purpose of directing visitors to online gambling websites.
	 
	5.	 	Any and all online gambling websites that are in any way affiliated with the
[Sponsor][Advertiser] contain no references or links to the Website.
	 
	6.	 	The Website contains no references to gambling or monetary gain.
	 
	7.	 	The Website does not conduct any cross-promotional, advertising or marketing activities
with any online gambling websites.
	 
	8.	 	[Any advertisements run by the Advertiser will include a clear and conspicuous
disclosure that the Website is “not a gambling website.”] [leave in if Advertiser]
	 
	9.	 	There are currently no claims or investigations by law enforcement officials,
regulators or other governmental authorities in connection with the business activities of
the [Sponsor][Advertiser] or any of its employees. If, during the period in which the
[Sponsor][Advertiser] is involved with the Professional Poker Tour, the [Sponsor]
[Advertiser] learns of any such investigation or claim, the [Sponsor][Advertiser] will
immediately notify the Professional Poker Tour.
	 
	10.	 	The [Sponsor][Advertiser] agrees to adhere to all of the above conditions at all times
during the duration of [its sponsorship][its advertising campaign], and the failure to
adhere at any time to the above conditions shall be a breach of this letter agreement.





	 	 	 
	11.   All [sponsorship of][advertising during] the Professional Poker Tour






-1-









 






     shall be subject to the approval of the Professional Poker Tour, in its sole discretion.



Sincerely,




	 	 	 	 	 	 	 
	 	 	[Name of Advertiser][Name of Sponsor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Agreed to:	 	 
	 
	 	 	 	 	 	 
	 	 	WPT Enterprises, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	    Name:	 	 
	 

	 	 	 	    Title:	 	 






-2-









 






.com sites



                                        , 2006



WPT Enterprises, Inc.

1041 North Formosa Avenue

Formosa Building, Suite 99

West Hollywood, CA 90046



Ladies and Gentlemen:





	 	 	                                        (“[Sponsor][Advertiser]”) hereby represents, warrants and agrees
as follows with respect to the                                          website (the “Website”):
	 
	12.	 	The Website does not permit people who reside in the United States (“US Residents”) to
play on the Website.
	 
	13.	 	[Any advertisements run by the Advertiser will include a clear and conspicuous
disclosure that US Residents are not permitted to play on the Website] [leave in if
Advertiser]
	 
	14.	 	There are currently no claims or investigations by law enforcement officials,
regulators or other governmental authorities in connection with the business activities of
the [Sponsor][Advertiser] or any of its employees. If, during the period in which the
[Sponsor][Advertiser] is involved with the Professional Poker Tour, the [Sponsor]
[Advertiser] learns of any such investigation or claim, the [Sponsor][Advertiser] will
immediately notify the Professional Poker Tour.
	 
	15.	 	The [Sponsor][Advertiser] agrees to adhere to all of the above conditions at all times
during the duration of [its sponsorship][its advertising campaign], and the failure to
adhere at any time to the above conditions shall be a breach of this letter agreement.
	 
	16.	 	All [sponsorship of][advertising during] the Professional Poker Tour shall be subject
to the approval of the Professional Poker Tour, in its sole discretion.





Sincerely,




	 	 	 	 	 	 	 
	 	 	[Name of Advertiser][Name of Sponsor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Agreed to:	 	 
	 
	 	 	 	 	 	 
	 	 	WPT Enterprises, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	    Name:	 	 
	 

	 	 	 	    Title:	 	 







-3-