Unassociated Document


    
      

      

    

    AGREEMENT

    "NIGHT
OF THE LIVING DEAD 3D"

     

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

    
      
        

      

    

     

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

     

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

     

    3.    
Rights Granted; Release Commitments:

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

    5.   
Minimum
Guarantee: None.

     

    6.   
Grantor's
Participation; Distribution Fees:

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

           

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

     

     

    
      
        
        

      

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

     

    11.  Indemnities:

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

    
       

      AGREED AND ACCEPTED
BY:

       

      
      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	LIONS GATE FILMS, INC.	 	 	LUX DIGITAL PICTURES GMBH	 
	
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                                              Signature

                                            	 	 	
                                              Signature

                                            	 
	
                                               

                                            	 	 	
                                               

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


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

     

    
      
        
        

      

      
        9

        
          
            

          

        

      

      
        
        

      

    

    
      "The
Night of the Dead 3D"

      DM.03

      Page
10

       

       

    

    Schedule
"A"

     

    The
Rights

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

      EXHIBIT  "C"

      
        LIONS
GATE FILMS  INC.   /  DELIVERY
REQUIREMENTS

        ("NIGHT
OF THE LIVING DEAD 3D")

         

        Reference
is hereby made to that certain agreement (the "Agreement"), dated as of August
23, 2006, by and between Lux Digital Pictures GmbH (individually and
collectively referred to herein as "Grantor") and Lions Gate Films Inc.
Capitalized terms utilized herein and not otherwise defined shall have the same
meaning as set forth in the Agreement.

        


        QUALITY
CONTROL REQUIREMENTS:

        


        Grantor
shall be liable for the cost of the initial quality control test performed on
each element supplied by Grantor. Grantor shall be liable for the cost of all
quality control tests after the initial quality control test of all elements
replaced because of failure to conform to Lions Gates technical quality
requirements.

        


        All film,
sound and video materials shall be in accordance with the custom and standard of
the local film industries throughout the Territory.

         

        DELIVERY
DATES AND PROVISIONS:

        


        Grantor
shall deliver to Lions Gate, at its sole cost and expense, the Initial Delivery
Materials set forth herein on or before the Initial Delivery Date set forth in
the Agreement. As material identified herein as "Initial" shall be deemed the
Initial Delivery Materials. Grantor shall deliver to Lions Gate, at its sole
cost and expense, all other materials set forth herein on or before the Complete
Delivery Date set forth in the Agreement. When applicable, all materials set
forth herein pertain to both the 3D version of the Picture and the 2D version of
the Picture. All materials to be delivered on an "if available" basis shall not
be considered part of Delivery for purposes of deeming delivery complete if such
materials are not available. In the event the original Legal and Publicity
Documents are in a language other than English, the documents shall be provided
along with the English translation. All Film and Video Materials, unless
indicated otherwise, shall be vaulted in a reputable laboratory. Grantor shall
use best efforts to ensure that the Digital Intermediate Negative and the Color
Interpositive Protection Master are vaulted in separate laboratories. All Film
and Video Materials shall be of first class technical quality. The Picture shall
be shot and delivered in the English language. The M.P.A.A. Rating and Running
Time
are   as   set   forth   in   the   Agreement.    If   the   Picture   has   been
submitted to any Film Festival, a list of such festivals shall be delivered on
or before the Delivery Date. This schedule of Delivery Requirements is on a
non-precedential basis.

         

        If the
Picture contains any English subtitles, the Delivery Requirements shall be
revised to incorporate the necessary Film Materials and Video
Materials.

         

        A.       Delivery
Locations:

        
        

         

        
          	1.	"Vice-President of
      Post Production Services; Attn: Valoen
      Power":    Lions Gate Entertainment
      Corp.,  2700 Colorado Avenue, Suite 200,  Santa
      Monica,  CA   90404.
	2. 	Vice
      President,  Legal & Business Affairs;
      Attn:    Charlyn Ware":    Lions
      Gate Entertainment Corp.,  2700 Colorado Avenue, Suite
      200,  Santa
    Monica,  CA   90404.


        

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        B.         Film Materials:

         

        
          
            
              
                
                  	1. 	Digital Intermediate
      Negative:    Irrevocable and unrestricted access
      during the Term to the original 3 5mm picture Digital Intermediate
      Negative data files  (without scratches or defects) fully
      edited and assembled complete with credits and main,
      narrative  (if any),  end and all descriptive
      titles,  and conforming
      to the final edited version of the action work print of
      the Picture and in all respects ready and suitable for the manufacture
      of a 35mm "Film-Out" Negative.    In
      addition,  Grantor shall
      deliver one  (1)  clone of
      the  (original)  fully color corrected
      data files used for 35mm film output  (for Digital Cinema
      purposes).   (Deliver Laboratory Access Letter to "Vice
      President,  Legal
      & Business
      Affairs").
	 	 
	2. 	Quad Optical Sound
      Track Negative:    Deleted.
	 	 
	3.	Printmaster  (2-Track LT RT and 6-Track
      5.1)   (Initial):  One (1)  2-Track
      and one  (1)  6-Track stereo master of the dubbed
      soundtrack
      of the Picture along with the corresponding M.O. disk, CD ROM
      drives,  etc.    The Printmaster shall be in
      perfect synchronization
      and shall conform in all respects to the final delivered
      version(s)  of the Picture. With respect to
      format,  the Protool
      Files on DVD shall be delivered.    Note:    Lions
      Gate shall provide
      Grantor with a copy of its technical specifications. (Deliver to
      "Vice-President of Post Production
Services").


                

              

            

          

        

        
        

         

        
          	4.	
                  Answer
      Print:    Deleted.

                
	 	 
	5. 	
                  Release
      Print:    Following the conclusion of Grantor's
      theatrical release of the Picture in the
      Territory,  one  (1)  first
      class  (pristine or new)  composite 35mm positive
      print of the Picture fully timed or color corrected, manufactured from the
      Color
      Internegative/Dupe Negative and Optical Sound Track
      Negative,  fully titled, with the sound track printed thereon in
      perfect synchronization with photographic action and conformed to the
      final edited version of the action work print of the Picture and in all
      respects ready and suitable for distribution and
      exhibition.   (Deliver to "Vice-President of Post
      Production Services").

                


        

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

           

        

        
          	6.  	
                  Color
      Interpositive Protection Master  (3D version): Irrevocable
      and unrestricted access during the Term to one  (1) 35mm color
      corrected and complete interpositive master of the Picture,  conformed
      in all respects to the Answer Print for protection
      purposes without scratches or defects.    If the
      Picture is
      in black and white,  one  (1)  graded or
      timed protection master of
      the Picture,  conformed in all respects to the Answer Print
      unless
      otherwise requested by the "Executive Vice-President of Physical
      Operations".  The Color Interpositive Protection Master shall
      be manufactured from the pristine  (new)  Digital
      Intermediate Negative  (item #1
      above).    The Laboratory Access Letter
      for this element shall state that Lions Gate shall give the
      laboratory and Grantor written notice of its intent to remove this
      element from the laboratory and five  (5)  days after
      the date of said notice,  without the need for any further
      documentation, Lions Gate have the right to remove the Color Interpositive
      Protection
      Master from the laboratory for a loan period of thirty (30)  days
      in each instance.   (Deliver Laboratory Access Letter to"
      Vice President,  Legal & Business
      Affairs").

                
	 	 
	7	Color Internegative/Dupe
      Negative:    Deleted.


        

         

        
          
            
              
                	8	Check
      Print:    Deleted.
	 	 
	9	Titles/Textless
      Backgrounds:    If
      available,  irrevocable and unrestricted access during the Term
      to one  (1)  original 35mm textless  (i.e.
      without any superimposed lettering) main and end title background optical
      negative and one  (1)  35mm textless  (i.e.
      without any superimposed lettering) main and end title background
      interpositive protection master  (which includes all in-show
      scenes,  narrative and all descriptive titles with textless
      backgrounds)  conformed in all respects to the background of the
      Digital Intermediate Negative. The Laboratory Access Letter for this
      element shall state that Lions Gate shall give the laboratory and Grantor
      written notice of its intent to remove this element from the laboratory
      and five  (5)  days after the date of said notice,
      without the need for any further documentation, Lions Gate have the right
      to remove the Textless Color Interpositive Protection Master from the
      laboratory for a loan period of thirty  (30)  days in
      each instance. Note:    The Titles/Textless
      Backgrounds may be provided in another format (e.g. digital
      files,  high definition).   (Deliver Laboratory
      Access Letter to "Vice President, Legal & Business Affairs").
    


              

            

          

           

        

        
          
            	
                    10

                     

                     

                  	sound Tracks
      (stems)  (initial):   The separate stereo
      discrete dialogue tracks, stereo discrete sound effects tracks and
      stereo discrete music effects from which the original composite sound
      track master was made.    To the extent created by
      Grantor (or by any other distributor of the Picture and made available to
      Grantor), a separate dialogue track for each language into which the
      Picture has been dubbed shall be provided. With respect to
      format,  the Protool Files on DVD shall be
      delivered.    Note:    If the
      original language of the Picture (or any part thereof)  is other
      than English, an English dub is also
      required.    (Deliver to "Vice-President of Post
      Production Services"). 


          

           

          
            	
                    11.

                  	Music
      Tracks  (Source)   (Initial):    One  (1)  copy
      of the original licensed music  (with each song in its entirety
      and assembled in the order that they appear in the Picture). The Music
      Tracks shall be delivered to Lions Gate on a Compact Disc (CD). An
      inventory of the tracks shall also be provided.   (Deliver
      to "Vice-President of Post Production
  Services").


          

           

          
            
              
              

            

            
              13

              
                

              

            

            
              
              

            

             

          

        

        
          
            	
                    12.

                     

                  	Music
      Tracks  (Score)   (Initial):    One  (1)  copy
      of theoriginal
      score  (with each song in its entirety and assembled in the
      order that they appear in the Picture).  The Music Tracks shall
      be delivered to Lions Gate on a Compact Disc  (CD). An inventory
      of the tracks shall also be provided.   (Deliver to "Vice-President
      of Post Production
  Services").


          

                  

        

        
          	
                  13

                   

                	Spanish Dialogue
      Track:    If currently available or
      subsequently created by Grantor (or by any other distributor of the
      Picture),  irrevocable access during the Term to one (1) Spanish
      dialogue track in perfect synchronization with the music and effects track
      of the feature. The Spanish Dialogue Track may be delivered in its
      available format. 
	 	 
	
                  14.

                   

                	French Dialogue
      Track:    If currently available or
      subsequently created by Grantor  (or by any other distributor of
      the Picture),  irrevocable access during the Term to
      one  (1) French dialogue track in perfect synchronization with
      the music and effects track of the feature.  The French Dialogue
      Track may be delivered in its available
format.


        

         

        
          	
                  15

                   

                   

                   

                  .

                	M&E
      Track/6+2  (5.1 and
      2.0)   (Initial):    The
      combined mixed music
      tracks and the 100% fully filled effects track where the effects
      track contains all effects including any effects recorded on
      the dialogue track.    This M&E Track shall also
      include a separate
      dialogue guide track.    There shall be no English
      dialogue
      in the M&E tracks.    If any dialogue is treated
      or used as
      a sound effect,  an additional sweetner channel is to be used
      containing
      said dialogue.    If the Picture is to be released
      with digital sound,  an additional multi-channel 100% fully
      filled M&E Track,
      minus any English dialogue or narration,  shall bedelivered in
      order to recreate the appropriate digital format. The stereo audio
      configuration shall be left/center/right/left surround/right
      surround/subwoofer. With respect to format,  the Protool Files
      on DVD shall be delivered. Note:    Lions
      Gate shall provide Grantor with a copy of its technical specifications.
      (Deliver to "Vice-President of Post Production
      Services").


        

         

        
          	
                  16

                   

                	D,M&E
      Track  (Initial):    The discrete
      stereo dialogue, discrete stereo music and discrete stereo
      effects.    With respect to format,  the
      Protool Files on DVD shall be delivered. Note: Lions Gate shall provide
      Grantor with a copy of its technical
      specifications.   (Deliver to "Vice-President of
      Post Production Services").


        

         

        
          
            	
                    17(a)

                     

                     

                  	Trims and
      Outs:    To the extent in
      existence,  irrevocable and unrestricted access during the Term
      to all unused takes and trims,  and all other
      film,  video and soundtrack materials produced for or used in
      the process of preparing the Picture (e.g.  all original camera
      negative and/or digital camera media with the corresponding original
      production sound,  and all first generation video dailies made
      directly from the production camera source and the production mixers
      recorded sound).   (Deliver Laboratory Access Letter to
      "Vice President,  Legal & Business
  Affairs").


          

           

          
            
              
              

            

            
              14

              
                

              

            

            
              
              

            

             

          

        

        
          	
                  17(b)

                   

                   

                	 Editorial
      Paperwork/Files:    To the extent in existence,
      irrevocable and unrestricted access during the Term the code books/flex
      files,  the final line script from the
      production,  the negative cutters inventory  (if
      applicable),  the final non-linear editing project files and/or
      EDL's,  the camera reports,  the sound
      reports,   the re-recording sound
      reports   (including all ADR and TV lines)  and
      all other paperwork used in connection with the post production of the
      Picture.   (Deliver Laboratory Access Letter to "Vice
      President,  Legal & Business
Affairs").


        

         

        
          	
                  18.

                   

                	Closed Captioned
      Version:    To the extent
      created,  all closed captioned
      elements.  In addition,  Grantor shall provide Lions
      Gate with
      the name of the vendor  (including the phone number and contact
      name)  used for the creation of the Closed Captioned
      Materials,  if any,  in connection with the television
      exhibition of
      the Picture.   (Deliver to "Vice-President of Post
      Production Services")
      .


        

         

        
          	
                  19.

                   

                   

                   

                   

                	Television "Cover
      Shots":    If required in order to enable the
      Picture to be exhibited on network television,  to the extent
      they
      exist,  irrevocable and unrestricted access during the Term
      to
      the necessary television elements,  as
      applicable,  including "cover
      shots"   (for content)  and dialogue
      coverage  (for language) shall
      be provided.  TV coverage shall be compiled by an editor in
      chronological
      order in accordance with the sequence of events in
      

                  
                    
                      
                        
                          
                            
                              which
      scenes occurred in the feature.    Coverage will be
      compiled on
      one or two reels of 35mm negative  (accompanied with the
      matching video and flex file)  on one or two additional reels on
      a newly created video tape with window burn-ins to be used for video
      editing.    The negative reel will be cut together by
      the feature negative cutters in accordance with the editors work print
      reel or reels and/or video
      tape.    Also,  the matching production
      track shall be supplied on one or two reels and/or DAT,  along
      with access to the original production
      sound.    Enough TV coverage shall be supplied to
      create a TV version with a running time of no less than 92
      minutes.    A clearly noted, marked up final line
      script of all TV coverage will be supplied along with the TV coverage
      elements,  as well as all other applicable paperwork and/or
      files noted in item 17(b)  above.
      NOTE:    The Television "Cover Shots" may be provided
      in the high definition format.   (Deliver Laboratory Access
      Letter to "Vice President, Legal & Business
      Affairs").

                            

                          

                        

                      

                    

                  

                


        

         

          C.     Video Materials:

         

        
          	
                  1. 

                   

                   

                   

                	Digital High
      Definition Video
      Master  (D5)   (Initial):    One  (1)
      D5
      video master in the 24P format as
      follows:     (i)  one  (1)  video
      master in the 16X9   (1.78:1 full
      frame)   format.    The video master
      shall contain proper head slates  (which
      include,  without limitation,  the
      title,  running time,  aspect ratio,  audio
      configuration,  name of the record vendor,  the date
      of creation, etc.).    Channels
      1 & 2 shall contain stereo audio.  Channels 3 & 4 shall
      contain 100% fully filled stereo M&E.  Channels 5 & 6
      shall contain
      Dolby E.    All textless backgrounds shall be attached
      to the
      tail of the video master. The textless backgrounds shall be in
      the proper aspect ratio and shall be color
      timed.   (Deliver to"Vice-President of Post Production
      Services").


        

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

           

        

        
          	
                  2. 

                   

                   

                   

                   

                   

                   

                	Digital Standard Definition Video
      Masters:    To the extent that
      the Digital Standard Definition Video Masters can be created,  three
      (3) Digital Beta video masters individually manufactured  (conversions
      not acceptable unless it is a down conversion
      from the Digital High Definition Video
      Master  (D5))  in the
      NTSC format as
      follows:    one  (1)  video
      master  (panned and scanned
      in the 4X3   (1.33:1 aspect ratio)   if the
      Picture is in 1.85
      ratio or in anamorphic),  one  (1)  video
      master in the 16X9 (1.78
      full frame)   format and
      one  (1)  video master in the 4X3 (1.85
      letterbox)   format.  Each video master shall
      contain proper head
      slates  (which include,  without
      limitation,   the title, running time,  aspect
      ratio,  audio configuration,  name of the record
      vendor,  the date of
      creation,  etc.).    Channels 1 & 2
      shall contain
      stereo audio. Channels 3 & 4 shall contain 100% fully filled
      stereo M&E. All textless backgrounds shall be attached to the
      tail of each video master.    The textless backgrounds
      shall be in
      the proper aspect ratio and shall be color
      timed.    The inclusion
      of textless backgrounds shall be noted in the head slate
      of each video master. NOTE: Grantor shall
      manufacture the Digital
      Standard Definition Video Masters at Foto-Kem Film & Video and shall
      consult with Lions Gate with respect thereto. (Deliver to "Vice-President
      of Post Production
      Services").


        

         

        
          	 (a)	 The transfer
      process from film to videotape shall not cause any coloration when a pure
      white,  gray or black scene is reproduced.
	 (b)	
                  For
      full frame or panned and scanned versions,  all transfers done
      from widescreen or anamorphic film elements to tape must be panned and
      scanned so as to make them acceptable for television
      framing.    In the case of 1.85:1 or 1.66:1 elements,
      framelines in the picture  (letter boxing)  are not
      acceptable except in the case of titles.    If
      necessary,  for title safety, the main and/or end title
      sequences may be transferred with a slight or minimal letterbox format so
      long as the framelines are wiped with a complimentary color to the picture
      behind the credits.   (White or colored titles in a black
      field need not be wiped).    Additionally, no
      manipulation of the video master(s), except with respect to standard color
      correction, will be acceptable  (i.e.  speed
      ups,  slow
      downs,  squeezes,  etc.)  without the prior
      written approval of Lions Gate.

                


        

         

        
          	
                  3.

                   

                   

                   

                   

                	
                  Digital High
      Definition Television Video
      Masters  (D5):    To the extent
      created,  two  (2)  D5 video masters in the
      24P format individually manufactured from the original film element as
      follows:   (i)  one  (1)  video
      master in the 4X3   (1.33:1 full frame) format and
      one  (1) video master in the 16X9  (1.78:1 full frame)
      format.  Each video master shall contain proper head
      slates  (which include, without limitation,  the
      title,  running time,  aspect ratio,  audio
      configuration,  name of the record vendor,  the date
      of creation,  etc.).  Channels 1 & 2 shall contain
      stereo audio. Channels 3 & 4 shall contain 100% fully filled stereo
      M&E.    The Digital High-Definition Television
      Masters shall be free of excessive and/or graphic
      violence,  grotesque scenes, profanity, obscene
      language,  nudity,  sexual
      activity,  etc.  that are not reasonably expected to
      be seen on free broadcast television and/or on ships and
      airplanes.  In the event that the music in the television
      version of the Picture varies from the music in the original delivered
      version of the Picture,  a Music Cue Sheet and the Music
      Licenses shall be delivered. NOTE:  In the event that the
      Digital High Definition Television Video Masters are not
      available,  Lions Gate shall,  at its sole election,
      manufacture the Digital High Definition Television Masters in accordance
      with television broadcast standards throughout the Territory and the total
      cost shall be considered a Distribution Expense in accordance with the
      terms of the Agreement.   (Deliver to "Vice-President of
      Post Production Services").

                
	 	 


        

        
          	 (a)    
      	The
      transfer process from film to videotape shall not cause any coloration
      when a pure white,  gray or black scene is
      reproduced.
	
                   

                  (b)    
      

                   

                   

                	All transfers done
      from widescreen or anamorphic film elements to tape must be panned and
      scanned so as to make them acceptable for television
      framing.    In the case of 1.85:1 or 1.66:1
      elements,   framelines in the picture  (letter
      boxing)  are not acceptable except in the case of
      titles.    If necessary,   for title
      safety, the main and/or end title sequences may be transferred in the
      letterbox format so long as the framelines are wiped with a complimentary
      color to the picture behind the credits.   (White or
      colored titles in a black field need not be
      wiped).    Additionally,  no manipulation of
      the video master(s),  except with respect to standard color
      correction,  will be
      acceptable  (i.e.  speed ups, slow
      downs,   squeezes,  etc.)  without the
      prior written approval of Lions Gate. 


        

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

           

        

        
          	
                  4.

                   

                   

                   

                	Digital Trailer Video
      Master  (Initial):    One  (1)  High
      Definition
      Video Master and/or one  (1) Digital Beta video master individually
      manufactured  (conversions not acceptable unless it is
      a down conversion from the original targa files)  Digital High
      Definition Video Master  (D5))  Trailer Video Master
      in the NTSC format  (panned
      and scanned if the Picture is in 1.85 ratio or in scope). Channels 1 &
      2 shall contain stereo audio. Channels 3 & 4 shall contains 100% fully
      filled stereo M&E.    If available,  the
      textless
      backgrounds shall be attached to the tail of the trailer video
      master. All music embodied therein shall be fully cleared for
      Lions Gates exploitation thereof in all media granted Lions Gate
      under the Agreement throughout the Territory during the Term without
      any additional clearance costs  (or other supplemental payments)  required
      to be paid in connection therewith.   (Deliver to
      "Vice-President of Post Production
      Services").


        

           

        
          	
                  5.

                   

                   

                   

                   

                	Digital High
      Definition Unrated Video Masters:    To the
      extent
      applicable,  two  (2)  D5 video masters in
      the 24P format as follows:     (i)  one  (1)  video
      master in the 4X3   (1.33:1 full frame) format
      and one  (1)  video master in the
      16X9   (1.78:1 full frame) format.    Each
      video master shall contain proper head slates (which
      include,  without limitation,   the
      title,  running time, aspect
      ratio,  audio configuration,  name of the record
      vendor,  the date
      of creation,  etc.).    Channels 1 & 2
      shall contain stereo audio.
      Channels 3 & 4 shall contain 100% fully filled stereo M&E. The
      Digital Unrated High Definition Master shall contain such
      outtakes,  scenes and footage that would result in a rating of
      "NC-17"
      if the Picture were rated by the M.P.A.A.  Channels 1 & 2
      shall contain stereo audio. Channels 3 & 4 shall contains 100% fully
      filled stereo M&E. All textless backgrounds shall be attached
      to the tail of the unrated master.  In the event that the music,  footage,  etc.  in
      the unrated version of the Picture varies from the
      music,   footage,  etc.  in the
      original delivered version of the Picture,  a Music Cue
      Sheet,  the Music Licenses and all other respective
      documentation shall be delivered.  In the event that the audio
      in the unrated version varies from the audio in the rated
      version,  all respective audio materials shall be
      delivered.   (Deliver to "Vice-President of Post Production
      Services").


        

         

        
          
            
              
                
                  	
                           (a)

                        	The
      transfer process from film to videotape shall not cause any coloration
      when a pure white,  gray or black scene is
      reproduced.
	 (b)	
                          All
      transfers done from widescreen or anamorphic film elements to tape must be
      panned and scanned so as to make them acceptable for television
      framing.    In the case of 1.85:1 or 1.66:1
      elements,   framelines in the picture  (letter
      boxing)  are not acceptable except in the case of
      titles.    If necessary,   for title
      safety, the main and/or end title sequences may be transferred in the
      letterbox format so long as the framelines are wiped with a complimentary
      color to the picture behind the credits.   (White or
      colored titles in a black field need not be
      wiped).    Additionally,  no manipulation of
      the video master(s),  except with respect to standard color
      correction,  will be
      acceptable  (i.e.  speed ups, slow
      downs,   squeezes,  etc.) without the prior
      written approval of Lions
Gate.

                        


                

              

            

          

        

         

        D.      Publicity / Promotional
Materials:

        
        

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

           

        

        
          	
                   1.

                   

                   

                   

                   

                	Color
      Photography  (Initial):    All
      available  (approved) production color digital photographs
      depicting scenes in the Picture with members of the
      cast  (including principals)  appearing
      therein.    The photography shall be delivered
      digitally in the highest resolution format possible  (a minimum
      of 300dpi)  and saved as a Tiff File.  The Contact
      Sheets and a photo identification caption list shall be
      provided.      The distinction between "kill
      shots" and "approved shots" shall be clearly made (either directly on the
      contact sheets or on a separate list). Note: Any and all approvals or
      other authorizations that are required in connection with the use of the
      delivered photography shall be secured and delivered.
      NOTE:    A minimum of forty  (40)
      different  (approved)  images shall be
      delivered  (Lions Gate acknowledges that there are approximately
      thirty  (30)  2-D images and approximately
      ten  (10)  3-D images).   (Deliver to
      "Vice President,  Legal & Business
    Affairs").
	 	 
	
                   2.

                   

                   

                   

                   

                	
                  Advertising
      Materials  (Initial):    One  (1)  copy
      of all available,   if
      any,  advertisements,  paper accessories and other
      advertising materials prepared by Grantor,  the Producer or by
      any other
      party affiliated with the Picture,  including, without
      limitation,    press clippings,  cast and
      crew interviews, commentaries,  one-sheet
      posters,  flyers,  behind-the-scene
      footage,  key art elements and
      transparencies,  television spots, etc.
      Note:    If the key art is delivered on a
      disc,  it shall be a layered Photoshop file in the highest
      resolution format possible. All materials  (including any
      music)  shall be fully cleared for Lions Gates exploitation
      thereof in all media granted Lions Gate under the Agreement throughout the
      Territory during the Term without any additional clearance
      costs  (or other supplemental payments)  required to
      be paid in connection therewith.  In the event that any material
      is not fully cleared as set forth above, a written statement outlining in
      detail the material that has not been cleared shall be
      provided.   (Deliver to "Vice President, Legal &
      Business Affairs").

                
	 	 
	
                   3

                   

                   

                   

                   

                   

                   

                	
                  Electronic Press
      Kit  (Initial):    To the extent
      created,  one (1)  Electronic Press
      Kit  ("EPK")  created using 35mm film or broadcast
      quality video tape suitable in all respects for
      exploitation.    The EPK shall contain interviews with
      the principal cast,  interviews with the principal
      crew  (e.g.  director and
      producer),  behind-the-scenes
      footage,   "bloopers",  outtakes, "making of"
      footage,  production
      footage,  etc.    The EPK shall have four
      track discrete audio with the voice-over and/or narration on one
      track,  the dialogue on a separate track,   the
      music on a separate track and the effects on a separate
      track.    All footage (including the music embodied
      therein,  behind-the-scene footage, etc.)  shall be
      fully cleared for Lions Gates exploitation thereof in all media granted
      Lions Gate under the Agreement throughout the Territory during the Term
      (and all releases with respect thereto shall be delivered) without any
      additional clearance costs  (or other supplemental
      payments)  required to be paid in connection
      therewith.  In the event that any material is not fully cleared
      as set forth above,  a written statement outlining in detail the
      material that has not been cleared shall be provided.
      NOTE:    In the event that the EKP has not been
      assembled,  Grantor may deliver to Lions Gate the
      footage/elements that can be used by Lions Gate to manufacture an
      EPK,  which manufacturing costs shall be considered a
      Distribution Expense in accordance with the terms of the
      Agreement.   (Deliver to "Vice President,  Legal
      & Business Affairs").

                
	 	 
	
                   4.

                   

                	
                  Screening
      Cassette  (Initial):    To the extent
      available,  one (1) VHS screening cassette  (in the
      NTSC format)  of the Picture. Note:  If a DVD copy is
      available,  a DVD copy shall be delivered. (Deliver to "Vice
      President,  Legal & Business Affairs").

                
	 	 
	
                   5.

                   

                   

                   

                   

                	Ancillary
      Materials   (DVD "Bonus"
      Materials):    To the
      extent available,  one  (1) Digital Beta video master
      in the NTSC format containing all material created by
      Grantor  (or by any other party affiliated with the
      Picture)   for the inclusion in the DVD master. 
      Channels
      1
      & 2 shall
      contain stereo audio.    Channels 3
      & 4 shall
      contain 100%
      fully
      filled stereo M&E. Textless background shall be attached to the tail
      of the video master. All material (including any music embodied
      therein,  behind-the-scene footage,
      etc.   )  shall be fully cleared for the
      exploitation thereof in all media granted Lions Gate under the Agreement
      throughout the Territory during the Term (and all releases with respect
      thereto shall be delivered).  In the event that any material is
      not fully cleared as set forth above,  a written statement
      outlining in detail the material that has not been cleared shall be
      provided. With respect to the audio portion of the Ancillary
      Materials,  the Protool Files on DVD shall be
      delivered  (Deliver to  "Vice
      President,  Legal & Business
      Affairs").


        

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        E.    Legal
and Publicity Documents:

        
        

         

        
          
            
              
                
                  
                    	
                             1.

                             

                          	Laboratory Access Letter: Three
      (3) original
      copies of the Laboratory Access Letter granting Lions Gate irrevocable
      access during the Term to all Film and Video Materials, as applicable. The
      Laboratory Access Letter shall be signed by Grantor and the laboratory.
      Lions Gate shall provide Grantor with a copy of its standard Laboratory
      Access Letter. (Deliver to "Vice President, Legal & Business
      Affairs").
	 	 
	
                             2.

                             

                          	Press Book (Initial):    One  (1)  Press
      Book,  including (approved) biographies  (one to three
      typewritten pages in length) of the principal cast and crew
      members,  a complete cast and crew list,  the running
      time,  production notes  (item #3 below),
      synopsis  (item #6 below),  etc.   (Deliver
      to "Vice President,  Legal & Business
      Affairs").
	 	 
	
                            3.

                             

                             

                          	Production
      Notes  (Initial):    One  (1)  copy of
      the  (approved) production notes of the Picture prepared by the
      Unit Publicist, including items relating to: underlying
      work  (original
      screenplay,  book,  etc.),  places where the
      Picture was photographed,  anecdotes about the production of
      background of the Picture.    The Production Notes
      shall be approved by all respective parties and/or
      individuals.   (Deliver to "Vice
      President,  Legal & Business
    Affairs").
	 	 
	
                             4.

                             

                             

                          	
                            Feature
      Dialogue Continuity and Spotting List:    One  (1)  copy in the
      English language of a detailed,   final dialogue and action
      continuity,  in an acceptable format,  of the
      completed Picture and one  (1)  copy in the
      English language of a detailed,   final spotting
      list,  in an acceptable format,  of the
      Picture.  

                            Note:
      If
      the original language of the Picture  (or any part
      thereof)  is other than English,   the English
      subtitles shall be included. (Deliver to "Vice President,  Legal
      & Business
Affairs").

                          


                  

                

              

            

          

        

         

        
          
            	
                    5.

                       

                  	Trailer Dialogue Continuity and Spotting
      List  (Initial):    If
      available,  one  (1)  copy in the English language
      of a detailed, final
      dialogue and action continuity,  in an acceptable
      format,  of the completed trailer and
      one  (1)  copy in the English language of a
      detailed,   final spotting list,  in an
      acceptable format,  of the
      trailer.     (Deliver to "Vice
      President,  Legal & Business
      Affairs").


          

           

        

        
          	
                  6

                	Synopsis  (Initial):    One  (1)  synopsis
      of the Picture. (Deliver to "Vice President,  Legal &
      Business Affairs").
	 	 
	
                  7.

                   

                   

                	Screen Credit
      Obligations  (Initial):    One  (1)  copy
      of the main titles and the end titles as they exactly appear on screen. In
      addition to a hard copy,   the screen credits shall be
      delivered to Lions Gate electronically.  If the Picture is under
      the jurisdiction of any guild/union,  Grantor shall deliver the
      documentation evidencing the credits  (main and end
      titles)  have been approved by the respective guild/union. All
      respective waivers,   if any,  shall be
      provided.   (Deliver to "Vice President, Legal &
      Business Affairs").


        

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

           

        

        
          	
                  8.

                	
                  Advertising Credit
      Provisions   (Initial):    Two  (2)   copies
      of the
      Advertising Credit Obligations  (including all obligations,
      restrictions,  approval
      and/or consultation rights pertaining to paid
      advertising,  excluded ads,  audio
      ads,  trailers,  TV spots, artwork,  billing
      block,  commercial tie-ins, merchandising, bloopers,  trims
      and outtakes,   "making of"
      films,  behind-the-scene footage,  etc.)  for
      all individuals and entities affiliated with the
      Picture.    If there are no advertising credit
      provisions,  a written
      statement on which Lions Gate can rely on indicating such shall
      be provided.  If the Picture is under the jurisdiction of any
      domestic and/or foreign guild/union,  Grantor shall deliver the
      documentation evidencing the credits have been approved by the respective
      guild/union  (including,  without
      limitation,  a copy of
      the Notice Of Tentative Writing Credit form as required by the
      WGA,  the final determination of the writing credits as
      determined by the WGA and,   if
      applicable,  proof of payment of the Script Publication
      Fee). All respective waivers,  if any,   shall be
      provided.     If
      the Picture is not under the jurisdiction of any union/guild,  a
      written statement indicating such shall be provided.   (Deliver
      to "Vice President,  Legal & Business Affairs")
      .

                


        

         

        
          	
                  9.

                   

                   

                	Billing
      Block  (Initial):    Two  (2)  copies
      of the approved and final
      billing block. The billing block shall include all required logos
      and the Copyright Notice for the motion picture. The camera-ready
      artwork for all logos required to be included shall be
      delivered on a disc and electronically.    Each logo
      shall be delivered as an EPS file and as a jpeg and/or pdf
      file.  In addition
      to a hard copy,  the billing block shall be delivered to Lions
      Gate electronically.   (Deliver to "Vice
      President,  Legal & Business
      Affairs").


        

         

        
          	
                  10.

                   

                	
                  Name and Likeness
      Provisions  (Initial):    Two  (2)  copies
      of all name and likeness restrictions and/or obligations pertaining to all
      individuals and entities affiliated with the Picture (including any
      still,   likeness and/or artistic rendering approval
      rights).  If there are no name and likeness restrictions and/or
      obligations,  a written statement on which Lions Gate can rely
      on indicating such shall be
      provided.     (Deliver to "Vice President, Legal
      & Business Affairs")

                
	
                  11.

                   

                   

                   

                   

                   

                	
                  Talent
      Agreements  (executed):    Copies of
      the agreements for the principal cast  (inclusive of any cameo
      appearances)  and the principal
      crew  (e.g.  director,  director of
      photography,  costume designer, production
      designer,  editor,  screenwriters  (inclusive
      of all agreements for all rewrites),  author of any underlying
      work,   (or other owner of the underlying
      material,  if applicable), producer(s),  unit
      production manager,  1st
      assistant director,  2nd
      assistant director, music producers  (if
      applicable),  etc.) including their respective Agent's
      name,  address,   fax and phone number. All
      Nudity Riders,  if any,  shall be
      provided.  The Work Permits and Guardian Release Forms shall
      accompany all agreements for all minors.    If
      applicable,  and to the extent required by applicable
      law,  all Talent Agreements for all minors shall be confirmed by
      the court.  In the event that court confirmation is not
      applicable,  a letter from an attorney in the jurisdiction in
      which principal production took place stating that the agreements are
      valid,  binding and enforceable under the laws of said
      jurisdiction shall be provided.   (Deliver to "Vice
      President, Legal & Business Affairs").

                
	 	 
	
                  12. 

                	
                  Music Cue
      Sheet  (Initial):    Two  (2)  copies
      of the Music Cue Sheet of the Picture.    The music
      cue sheet shall include the title of each
      composition  (inclusive of any "samples"),  the
      composers, publishers,  copyright owners,   form
      of usage  (e.g.
      background,  instrumental,  etc.),  performing
      rights society  (e.g. BMI,
      ASCAP,  etc.),  as well as film footage and running
      time. (Deliver to "Vice President,  Legal & Business
      Affairs").

                


        

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

           

        

        
          
            	
                    13.

                     

                  	Music Cue
      Sheet   (Trailer)   (Initial):    If
      a Trailer is delivered,  one  (1)  copy of
      the Music Cue Sheet of the Trailer. The music cue sheet shall include the
      title of each composition (inclusive of any "samples"),  the
      composers, publishers, copyright owners,   form of
      usage  (e.g. background,  instrumental, etc.),
      performing rights
      society  (e.g.  BMI,  ASACAP,  etc.),  as
      well as film footage and running
      time.     (Deliver to "Vice
      President,  Legal & Business Affairs").
	14.	Certificate of
      Origin:    Deleted.
	
                    15.

                     

                  	Assignment of
      Rights  (notarized):    Three  (3)  original
      notarized assignments of the rights granted Lions Gate in and to the
      Picture under the Agreement.    Lions Gate will
      prepare the document for Grantor's review,  approval and
      execution.     (Deliver to "Vice
      President,  Legal & Business
  Affairs").


          

           

        

        
          	
                  16.

                   

                   

                	Copyright Registration
      Certificates:    One  (1)  U.S.
      Copyright
      Registration Certificate / Form PA (stamped by the Library
      of Congress)   for the screenplay and
      one  (1)  U.S. Copyright Registration Certificate /
      Form PA (stamped by the Library of Congress)   for the
      motion picture.     If the certificates (Form
      PA)  have not yet been returned from the Library of  Congress,  Grantor
      shall deliver a copy of each certificate  (Form PA)  along
      with a copy of the cover letter and check that accompanied
      each certificate  (Form PA)  to the Copyright
      Office.Grantor agrees to deliver one  (1)  copy of the
      Copyright Registration
      Certificates to Lions Gate when received from the Library
      of Congress.   (Deliver to "Vice
      President,  Legal & Business
      Affairs").


        

         

        
          	
                  17.

                	Producer's Errors and
      Omissions Insurance Policy  (Initial): One  (1)  copy
      of the Insurance
      Application  (executed),  one  (1) copy
      of the Insurance Policy,  and an original Certificate of Errors
      & Omissions Insurance  (and the
      Endorsement)  naming each (i)  Lions
      Gate Entertainment Corp.,  each partner therein and division
      thereof,  and its respective parents,  subsidiary and
      related
      entities,  distributors,   licensees and
      assigns,  and the respective
      officers,  directors,  shareholders,  employees
      and agents
      of the foregoing,  and (ii)  JP Morgan Chase Bank as
      an additional
      insured.    The minimum coverage shall be One Million
      Dollars  ($1,000,000.00)   for
      a single occurrence and Three Million Dollars  ($3,000,000.00)   for
      aggregate claims with a deductible of no more than Ten Thousand
      Dollars  ($10,000.00)   for a minimum term of
      three  (3) years from the Initial Delivery Date.  The
      policy shall cover all aspects of the Picture and any and all materials
      relating
      thereto  (including all underlying material with respect thereto,  the
      release of a soundtrack album,  if applicable,  and
      all behind-the-scene footage,   "making of" documentaries,
      bloopers,  and
      all trims and outtakes,  as well as the title thereof,  the
      music therein,  and the distribution/release of the motion
      picture on video cassettes,  tapes,  discs and future
      technology)  and
      the endorsements to this effect shall be delivered.    Documentation
      evidencing that the premium has been paid
      in full for the entire three  (3)  year term and a
      guarantee of
      at least thirty  (30)  days written notice of
      cancellation or other
      material change to the policy shall be provided.  The policy
      shall
      include a provision that the policy shall be primary and not contributory
      to any other insurance provided for the benefit of
      or by any additional insured.  The insurance carrier shall agree
      to name any other person and/or entity as an additional insured,  at
      no additional cost,  and provide a Certificate of Insurance
      with respect thereto,  as requested by Lions Gate throughout
      the policy term.     (Deliver to  "Vice
      President,  Legal & Business
      Affairs").


        

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

           

        

        
          	
                  18.

                   

                   

                   

                	
                  Music
      Licenses  (executed):    Copies of
      the Music Licenses (synchronization,  master and
      mechanical)   for all music  (inclusive of
      "samples")  used in the Picture and proof of payment of the
      licensing fees.    All licenses shall provide for all
      media  (on a full buy-out basis)  necessary to effect
      the terms of the Agreement  (including,  but not
      limited to,   Internet and future media as devised
      throughout the Term)  throughout the Territory during the Term
      without any future payment obligations  (e.g. "step"
      payments,  video bonuses,  box office
      bonuses,  etc.). All licenses and agreements shall include
      language that prevents injunctive relief and shall preclude the licensor
      from terminating the license.   (Deliver to "Vice
      President,  Legal & Business Affairs").

                
	 	 
	19.	 Music
      Licenses  (Trailer)   (Initial):    Copies
      of the Music
      Licenses   (master,   synchronization and
      mechanical)   for all music (inclusive of
      "samples")  used in the Trailer and proof of payment of the
      licensing fees. All licenses shall provide for all media necessary to
      effect the terms of the Agreement  (including,  but
      not limited to,  Internet and future media as devised throughout
      the Term)  throughout the Territory during the Term. All
      licenses and agreements shall include language that prevents injunctive
      relief and shall preclude the licensor from terminating the
      license.   (Deliver to "Vice President,  Legal
      & Business Affairs").
	 	 
	20.	
                  Composer
      Agreement  (executed)   (Initial):    One  (1)  copy
      of the Composer Agreement  (inclusive of a Certificate of
      Authorship) and all other agreements for all other music personnel
      (including,  without limitation,  the Music
      Supervisor).   (Deliver to "Vice
      President,  Legal & Business Affairs").

                
	 	 
	21.	Music
      Lyrics:    If
      available,  one  (1)  copy of all song
      lyrics used in the Picture.   (Deliver to "Vice
      President,  Legal & Business
Affairs").


        

         

        
          	22.	
                  Chain of
      Title  (Initial):    Complete chain
      of title materials (including,  without limitation,  a
      Certificate of Authorship executed by each Writer)  suitable for
      filing with the United States Library of Congress and reasonably suitable
      to Lions Gates primary lender and insurance carrier indicating that
      Grantor has full right,  title and interest in and to the
      Picture and all underlying property  (along with proof of
      payment of all fees due in connection with the purchase of the screenplay
      and all underlying materials,  if any,  upon which the
      screenplay is based).   (Deliver to "Vice
      President,  Legal & Business Affairs").

                
	 	 
	23.	
                  UCC
      Search:    One  (1)  current
      UCC Search of Grantor, Production Company and all other respective
      entities  (from a reputable service)   from the
      following states:   (i)  California;
      (ii)  the state of Grantor's principal place of
      business;  and,

                


        

         

        
          	
                   (iii)

                	the state of
      producer's principal place of business.    Each search
      report must show that the Picture is free and clear of any and all
      liens.    Each report must include copies of the
      referenced filings,  if any,  and shall identify the
      collateral.   (Deliver to "Vice President,  Legal
      & Business Affairs").


        

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

           

        

        
          
            	24.	M.P.A.A.  Rating
      Certificate:    One  (1)  M.P.A.A.  Certificate
      of Approval and Rating.     (Deliver
      to  "Vice President,  Legal & Business
      Affairs").
	 	 
	25. 	
                    Title
      Report:    One  (1)  current  (within
      sixty  (60)  days of the Delivery
      Date)  Title Report showing that the title of the Picture is
      available for use without infringing any other person or entity's
      rights.    If the title of the Picture has insurance
      coverage under the Errors and Omissions Insurance Policy,  a
      copy of the Title Report submitted to the insurance carrier will
      suffice.     (Deliver to "Vice
      President,  Legal & Business Affairs").

                  
	 	 
	26. 	
                    Copyright
      Report  (Initial):    One  (1)  current  (within
      sixty (60)  days of the Delivery Date)  Copyright
      Report  (from a reputable
      service;  i.e.  Thomson &
      Thomson)  showing that Grantor has good clear title to the
      Picture and all underlying rights. The Copyright Report must include the
      specifics of the referenced filings,  if
      any.   (Deliver to "Vice President,  Legal &
      Business Affairs").

                  
	 	 
	27	Copyright Mortgage
      and
      Assignment  (notarized):    Three  (3)
      original agreements,  fully executed by
      Grantor,  granting Lions Gate a first position security interest
      in and to the rights granted Lions Gate in and to the Picture under the
      Agreement. Lions Gate will prepare the document for Grantor's review,
      approval and execution.   (Deliver to "Vice
      President,  Legal & Business
Affairs").


          

           

        

        
          	
                  28.  

                	UCC Financing
      Statement:    One  (1)  California
      UCC-1 Financing Statement granting Lions Gate a first position security
      interest in
      and to the rights granted Lions Gate in and to the Picture under
      the Agreement.    Lions Gate will prepare the document
      for Grantor's
      review and approval.   (Deliver to "Vice
      President,  Legal &
      Business
Affairs").


        

         

        
          	
                  29. 

                   

                   

                   

                	Stock Footage
      Licenses / Clip Licenses / Legal Clearances/Releases:    If
      the Picture contains any stock footage,film
      clips,  TV clips,  news clips, media
      clips,  radio clips,  print media,  paintings,
      posters,  artwork,  copyrighted and/or trademarked
      materials,  any materials which includes a trademark (registered
      or pending),  photographs, portraits,  books, publications,  any
      third party likeness,  etc.,  copies of all licenses  (and
      proof of payment of the licensing fee)  shall be provided. All
      licenses shall provide for all media granted Lions Gate
      under the Agreement throughout the Territory during the Term (including
      the use of any music embodied therein).  In the event that the
      Picture contains any stock footage,  a Stock Footage Cue Sheet
      shall be provided. Note:    In the event that there is
      any music in any clip  (whether score and/or
      source),  the Music Cue Sheet delivered for the motion picture
      shall include such music. (Deliver to "Vice President,  Legal
      & Business
      Affairs").


        

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

           

        

        
          
            	30.	Shooting
      Script: One (1) copy of the final shooting script. (Deliver to
      "Vice President,  Legal & Business
    Affairs").
	 	 
	31	Fact Sheet: One (1)
      complete Fact Sheet. Lions Gate shall provide Grantor with a copy of its
      standard Fact Sheet. (Deliver to "Vice President,  Legal &
      Business Affairs").
	 	 
	32.	
                    Dolby License
      Agreement:    If
      applicable,  one  (1)  copy of the fully
      executed license agreement in full force and effect for unlimited
      distribution of the Picture throughout the Territory during the Term and
      proof of payment of the fee.   (Deliver to "Vice
      President,  Legal & Business Affairs").

                  
	 	 
	33	Digital Theater
      Systems License
      Agreement  (DTS):    Deleted.
	 	 
	34	IRS Tax
      Forms:  If Grantor is incorporated outside the State of
      California,  the original executed IRS Forms  (as
      applicable) shall be provided.   (Deliver to "Vice
      President,  Legal & Business
Affairs").


          

           

        

        
          
            	35. 	
                    Dubbing/Subtitling
      Restrictions:    One  (1)  statement
      of all dubbing and subtitling restrictions relating to the replacement of
      any voice,  including the dubbing of dialogue in a language
      other than the language in which the Picture was originally
      recorded.  If there are no Dubbing/Subtitling
      Restrictions,  a written statement on which Lions Gate can rely
      on indicating such shall be
      provided.     (Deliver to "Vice
      President,  Legal & Business Affairs") .

                  
	 	 
	36.	Cutting/Editing
      Restrictions:    One  (1)  statement
      of all third party cutting/editing restrictions  (whether by
      contract or by union affiliation).  If there are no
      Cutting/Editing Restrictions,  a written statement on which
      Lions Gate can rely on indicating such shall be
      provided.   (Deliver to "Vice President, Legal &
      Business Affairs").
	 	 
	37.	Cast and Crew
      List  (Initial):      One  (1)  complete
      list of all cast and all crew members.    The list
      shall include the names of all cast and crew members,  their
      contact information  (agent name, address,   fax
      and phone number),  their affiliation to the Picture and union
      affiliation,   if
      any.     (Deliver to  "Vice President,
      Legal & Business Affairs").


          

        


         

         

        
          
            
            

          

          
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        F. Complete 35MM
Trailer Materials  (Initial):    Irrevocable
access during the Term to all available,  if any,  Trailer
Materials.   ("Deliver Laboratory Access Letter Legal &
Business Affairs").

         

        
          	1.	Trailer Picture
      Negative:    If
      available,  one  (1)  35mm
      negative  (without scratches or defects),  fully cut,
      edited and assembled, of the completed trailer.
	 	 
	2.	Trailer Optical
      Sound Track Negative:    If
      available,  one  (1) fully mixed and recorded original
      35mm optical sound track negative of the Completed Trailer prepared for
      printing in perfect synchronization with the Trailer Picture
      negative
	 	 
	3.	Trailer Magnetic
      Sound Track:    If available,
      one  (1)  35mm original magnetic
      three-track,  consisting of separate dialogue, music and 100%
      filled sound effects,  fully recorded and equalized in perfect
      synchronization with the Trailer Picture Negative
	 	 
	4.	Trailer Answer
      Print:    If
      available,  one  (1)  first class sample
      composite 35mm positive print of the Completed Trailer, fully timed and
      color corrected, manufacture from the Trailer Picture Negative and Trailer
      Sound Track Negative, with the sound track printed thereon in perfect
      synchronization with photographic action and with Lions Gate
      identification symbols as Lions Gate shall determine,  in all
      respects ready and suitable for distribution and exhibition
	 	 
	5.	Trailer Overlay
      Text:    If
      available,  one  (1)  35mm negative oft he
      text used for superimposing the lettering of the CompletedTrailer
      fully cut to match the trailer picture negative.
	 	 
	6.	
                  Trailer Sound Track:
      If available,  the separate dialogue tracks,  sound
      effect tracks,  narration tracks and music tracks, each in 35mm
      magnetic tracks from which the original Trailer Magnetic Sound Track was
      made.

                
	 	 
	7.	Trailer Textless
      Background:    If available,
      one  (1)  35mm textless  (i.e. without any
      superimposed lettering) background negative of the Completed Trailer
      conformed in all respects to the background of the Trailer
    Negative.


        

         

         

        
          
            
            

          

          
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            	AGREED TO AND ACCEPTED
      BY:	 	 	 	 
	
                    
                      

                    

                  	 	 	
                    
                      

                    

                  	 
	
                    Signature

                  	 	 	
                    
                      Lux
      Digital Pictures GmbH  ("Grantor")

                    

                  	 
	
                    
                      Lions
      Gate Films Inc.

                    

                  	 	 	
                     

                  	 


          

        

        
          
          

        

         

         

         

        
          
            	Bob
      Wenokur EVP Post Production	 	 	 	 
	
                    
                      

                    

                  	 	 	
                    

                  	 
	
                    Print
      Name / Title   

                  	 	 	
                    Print Name'/
      Title

                  	 
	
                    Date    

                  	 	 	
                    Date

                  	 


          

          
             

            
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