exv10w2







     Exhibit 10.2



	 	 	 	 	 
	 

	 	Regent Studios L.L.C.
	 	Contract # 2010
	 
	 	 	 	 
	 

	 	International Multiple Rights Deal Memo
	 	Contract Date 01-July-07
	 

	 	Basic License and Financial Terms (“Deal Memo”)	 	 
	 
	 	 	 	 
	 

	 	This Deal Memo, consisting of these Basic Terms and any
attached supplemental pages, contains the basic
agreement of the parties as follows:	 	 






	 	 	 
	Licensor:

	 	Licensee/Distributor:
	REGENT STUDIOS L.L.C.

	 	     HERE NETWORKS L.L.C.
	10990 Wilshire Boulevard, Penthouse

	 	     10990 Wilshire Boulevard, Penthouse
	Los Angeles, CA 90024

	 	     Los Angeles, CA 90024
	U.S.A.

	 	     U.S.A.
	 
	 	 
	Phone: 310-806-4288

	 	     Phone: 310-806-4288
	Fax: 310-806-4268

	 	     Fax: 310-806-4268







Titles:




	 	 	 	 	 
	Title	 	Fee	 
	 
	 	 	 	 
	CHRIS & JOHN’S ROAD TRIP (Eps. 101-106)
	 	US$	120,000	 
	 
	 	 	 	 
	CHRIS & JOHN TO THE RESCUE (Eps. 101-107)
	 	US$	140,000	 
	 
	 	 	 	 
	CHRIS & JOHN: PROVINCETOWN (Eps. 101-107)
	 	US$	120,000	 
	 
	 	 	 	 
	COVER GUY, Season 1 (Eps. 101-106}
	 	US$	120,000	 
	 
	 	 	 	 
	COVER GUY, Season 2 (Eps. 201-206)
	 	US$	120,000	 
	 
	 	 	 	 
	COVER GUY, Season 3 (Eps. 301-306}
	 	US$	120,000	 
	 
	 	 	 	 
	JERUSALEM PRIDE
	 	US$	100,000	 
	 
	 	 	 	 
	TURNING JAPANESE
	 	US$	100,000	 
	 
	 	 	 	 
	WIGGLE SHOW, THE
	 	US$	100,000	 
	 
	 	 	 	 
	TOTAL LICENSE FEE:
	 	US$	1,040,000	 








Territories and Languages:



o Subtitled o Dubbed (unless otherwise stated)

   U.S.A. (English), U.S. Possessions (English)









Licensed Rights




Pay Per View Rights




	 	 	 	 	 	 	 	 	 
	Pay Per View	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Demand

	 	þ Yes o No
	 	 
	 	See Attached Schedule A
	 	See Attached Schedule A
	Near Video on Demand

	 	þ Yes o No
	 	 
	 	See Attached Schedule A
	 	See Attached Schedule A
	Subscription Video on Demand

	 	þ Yes o No
	 	 
	 	See Attached Schedule A
	 	See Attached Schedule A
	Non-Residential

	 	þ Yes o No
	 	 
	 	See Attached Schedule A
	 	See Attached Schedule A
	Residential

	 	þ Yes o No
	 	 
	 	See Attached Schedule A
	 	See Attached Schedule A






Initialed by:                      (Licensor)

Initialed by:                      (Licensee/Distributor)




1









 







Pay TV Rights




	 	 	 	 	 	 	 	 	 
	Pay TV	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Cable

	 	þ Yes o No
	 	 
	 	See Attached Schedule A
	 	See Attached Schedule A
	Satellite

	 	þ Yes o No
	 	 
	 	See Attached Schedule A
	 	See Attached Schedule A
	Terrestrial

	 	þ Yes o No
	 	 
	 	See Attached Schedule A
	 	See Attached Schedule A





All rights not specifically licensed are reserved to Licensor.


Cross Collateralization:




Not Applicable.




Disposition of Gross Receipts




	 	 	 
	Right Category

	 	Disposition Type:
	Pay Per View & Pay TV Rights

	 	Flat





Licensor shall receive the following flat amount in US Dollars: $1,040,000.00. No other
amounts are due to Licensor from the exploitation of the Licensed Rights to the Picture
licensed herein.




Financial Terms:




     Applies to all Licensed Pictures:




	 	•	 	25% due June 30, 2009.
	 
	 	•	 	25% due December
31, 2009.
	 
	 	•	 	25% due June 30, 2010.
	 
	 	•	 	25% due December 31, 2010.





Authorized Telecasts/Runs




	 	 	 
	Right Category

	 	Runs:
	 
	 	 
	Pay Per View Rights

	 	Unlimited
	 
	 	 
	Pay TV Rights

	 	Unlimited






Additional Terms:




1. DEAL MEMO AGREEMENT



THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule of Definitions and Standard Terms and
Conditions contained in Licensor’s most current Licensing Agreement, IS A BINDING AND FINAL
CONTRACT BETWEEN THE PARTIES.




	 	 	 	 	 	 	 
	REGENT STUDIOS L.L.C.:	 	HERE NETWORKS L.L.C.:
	By:

	 	
	 	By:
	 	






Title:                                         
                                                                Title: 
             
                                                                                           

Initialed by:                      (Licensor)

Initialed by:                      (Licensee/Distributor)




2









 








SCHEDULE A




	 	 	 
	Title / Picture	 	License Term
	 
	 
	 	 
	Chris & John’s Road Trip
{Eps. 101 - 106)

	 	6/1/07 to 5/31/10
	 
	 	 
	Chris & John to the Rescue
(Eps. 101 - 107)

	 	6/1/07 to 5/31/10
	 
	 	 
	Chris & John: Provincetown
(Eps. 101 - 107)

	 	3 years from Delivery and Technical Acceptance
	 
	 	 
	Cover Guy, Season 1
(Eps. 101 - 106)

	 	6/1/07 to 5/31/10
	 
	 	 
	Cover Guy, Season 2
(Eps. 201 - 206)

	 	6/1/07 to 5/31/10
	 
	 	 
	Cover Guy, Season 3
(Eps. 301 - 306)

	 	3 years from Delivery and Technical Acceptance
	 
	 	 
	Jerusalem Pride

	 	3 years from Delivery and Technical Acceptance
	 
	 	 
	Turning Japanese

	 	3 years from Delivery and Technical Acceptance
	 
	 	 
	Wiggle Show, The

	 	5 years from Delivery and Technical Acceptance






Initialed by:                      (Licensor)

Initialed by:                      (Licensee/Distributor)





3












 





	 	 	 	 	 
	 

	 	Regent Studios L.L.C.
	 	Contract # 2005
	 
	 	 	 	 
	 

	 	International Multiple Rights Deal Memo
	 	Contract Date 14-Sept-07
	 

	 	Basic License and Financial Terms (“Deal Memo”)	 	 
	 
	 	 	 	 
	 

	 	This Deal Memo, consisting of these Basic Terms and any
attached supplemental pages, contains the basic
agreement of the parties as follows:	 	 






	 	 	 
	Licensor:

	 	Licensee/Distributor:
	REGENT STUDIOS L.L.C.

	 	     HERE NETWORKS L.L.C.
	10990 Wilshire Boulevard, Penthouse

	 	     10990 Wilshire Boulevard, Penthouse
	Los Angeles, CA 90024

	 	     Los Angeles, CA 90024

	U.S.A.

	 	     U.S.A.
	 
	 	 
	Phone: 310-806-4288

	 	     Phone: 310-806-4288
	Fax: 310-806-4268

	 	     Fax: 310-806-4268







Titles:




	 	 	 	 	 
	Title	 	Fee	 
	THE LAIR — Season 2
(Eps. 201 - 209)
	 	US$	900,000	 








Territories and Languages:



o Subtitled o Dubbed (unless otherwise stated)

   U.S.A. (English), U.S. Possessions (English)

   Canada (English and French)









Licensed Rights




Video Rights (U.S.A. = English: Canada = French only)




	 	 	 	 	 	 	 	 	 
	Home Video Rental	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	DVD

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Laser Disk

	 	þ Yes o No
	 	 	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Cassette

	 	þ Yes o No
	 	 	 	TBD
	 	5 years from Delivery and Technical Acceptance






	 	 	 	 	 	 	 	 	 
	Home Video Sell Thru	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	DVD

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Laser Disk

	 	þ Yes o No
	 	 	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Cassette

	 	þ Yes o No
	 	 	 	TBD
	 	5 years from Delivery and Technical Acceptance






Pav Per View Rights (U.S.A. = English: Canada = French & English)




	 	 	 	 	 	 	 	 	 
	Pay Per View	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Demand

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Near Video on Demand

	 	þ Yes o No
	 	 	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Subscription Video on Demand

	 	þ Yes o No
	 	 	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Non-Residential

	 	þ Yes o No
	 	 	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Residential

	 	þ Yes o No
	 	 	 	TBD
	 	5 years from Delivery and Technical Acceptance






Pav TV Rights (U.S.A. = English: Canada = French & English)




	 	 	 	 	 	 	 	 	 
	Pay TV	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Cable

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Satellite

	 	þ Yes o No
	 	 	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Terrestrial

	 	þ Yes o No
	 	 	 	TBD
	 	5 years from Delivery and Technical Acceptance






Initialed by:  (Licensor)

Initialed by:  (Licensee/Distributor)





1









 








Free TV Rights (U.S.A. = English: Canada = French only)




	 	 	 	 	 	 	 	 	 
	Pay TV	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Cable

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Satellite

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Terrestrial

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Internet Rights (U.S.A. = English: Canada = French & English)




	 	 	 	 	 	 	 	 	 
	Internet	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Internet

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance





All rights not specifically licensed are reserved to Licensor.




Cross Collateralization:




Not Applicable.




Disposition of Gross Receipts




	 	 	 
	Right Category

	 	Disposition Type:
	Video, Pay Per View, Pay TV, Free TV & Internet Rights

	 	Flat





Licensor shall receive the following flat amount in US Dollars: $900,000.00. No other
amounts are due to Licensor from the exploitation of the Licensed Rights to the Picture
licensed herein.




Financial Terms:




     Applies to all Licensed Pictures:




	 	•	 	US$150,000 due twelve (12) months from start of License Term.
	 
	 	•	 	US$150,000 due twenty-four (24) months from start of License Term.
	 
	 	•	 	US$300,000 due thirty-six (36) months from start of License Term.
	 
	 	•	 	US$300,000 due forty-eight (48) months from start of License Term.





Authorized Telecasts/Runs




	 	 	 
	Right Category

	 	Runs:
	Pay Per View Rights

	 	Unlimited
	Pay TV Rights

	 	Unlimited
	Free TV Rights

	 	Unlimited






Additional Terms:




1. DEAL MEMO AGREEMENT



THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule ot Definitions and Standard Terms and Conditions contained in Licensor’s most current
Licensing Agreement, IS A BINDING AND FINAL CONTRACT BETWEEN THE PARTIES.




	 	 	 	 	 	 	 
	REGENT STUDIOS L.L.C.:	 	HERE NETWORKS L.L.C.:
	By:

	 	
	 	By:
	 	











Title:                                         
                                                                Title: 
    CEO          
                               
                                                  






Initialed by:  (Licensor)

Initialed by:  (Licensee/Distributor)





2








 





	 	 	 	 	 
	 

	 	Regent Studios L.L.C.


International Multiple Rights Deal Memo
Basic License and
Financial Terms (“Deal Memo”)
	 	Contract # 2006


Contract Date 05-Oct-07
	 

	 	
This Deal Memo, consisting of these Basic Terms and any
attached supplemental pages, contains the basic
agreement of the parties as follows:	 	 






	 	 	 
	Licensor:

	 	Licensee/Distributor:
	REGENT STUDIOS L.L.C.

	 	     HERE NETWORKS L.L.C.
	10990 Wilshire Boulevard, Penthouse

	 	     10990 Wilshire Boulevard, Penthouse
	Los Angeles, CA 90024

	 	     Los Angeles, CA 90024
	U.S.A.

	 	     U.S.A.
	 
	 	 
	Phone: 310-806-4288

	 	     Phone: 310-806-4288
	Fax: 310-806-4268

	 	     Fax: 310-806-4268







Titles:




	 	 	 	 	 
	Title	 	Fee	 
	LESBIAN SEX & SEXUALITY — Season 2

(Eps. 201 - 203)
	 	US$	300,000	 









Territories and Languages:



o Subtitled o Dubbed (unless otherwise stated)

   U.S.A. (English), U.S. Possessions (English)

   Canada (English and French)









Licensed Rights




Cinematic Rights




	 	 	 	 	 	 	 	 	 
	Theatrical	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	Standard Theatrical

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






	 	 	 	 	 	 	 	 	 
	Public Video	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	Mini-Theatre

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






	 	 	 	 	 	 	 	 	 
	Non-Theatrical	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	Bars

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Educational Institutions

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Public Institutions

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Video Rights




	 	 	 	 	 	 	 	 	 
	Home Video Rental	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	All Future Video Uses

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Cassette

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	DVD

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Laser Disk

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






	 	 	 	 	 	 	 	 	 
	Home Video Sell Thru	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	All Future Video Uses

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Cassette

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Initialed by:  (Licensor)

Initialed by:  (Licensee/Distributor)




1









 





	 	 	 	 	 	 	 	 	 
	Home Video Sell Thru	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	DVD

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Laser Disk

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






	 	 	 	 	 	 	 	 	 
	Commercial Video	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	Educational Institutions

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Non-U.S Military Bases

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Non-U.S Military Vessels

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Non-U.S. Gov. Installations

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Bars

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Pay Per View Rights




	 	 	 	 	 	 	 	 	 
	Pay Per View	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	Demand

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Near Video on Demand

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Subscription Video on Demand

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Non-Residential

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Residential

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Pay TV Rights




	 	 	 	 	 	 	 	 	 
	Pay TV	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	Cable

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Satellite

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Terrestrial

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Free TV Rights




	 	 	 	 	 	 	 	 	 
	Pav TV	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	Cable

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Satellite

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Terrestrial

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Internet Rights




	 	 	 	 	 	 	 	 	 
	Internet	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	Internet

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance





All rights not specifically licensed are reserved to Licensor.




Cross Collateralization:




Not Applicable.




Initialed by:  (Licensor)

Initialed by:  (Licensee/Distributor)




2









 





Disposition of Gross Receipts




	 	 	 
	Right Category

	 	Disposition Type:
	Cinematic, Video, Pay Per View, Pay TV, Free TV & Internet Rights

	 	Flat





Licensor shall receive the following flat amount in US Dollars: $300,000.00. No other amounts are
due to Licensor from the exploitation of the Licensed Rights to the Picture licensed herein.




Financial Terms:




     Applies to all Licensed Pictures:




	 	•	 	20% due twelve (12) months from start of License Term.
	 
	 	•	 	20% due twenty-four (24) months from start of License Term.
	 
	 	•	 	20% due thirty-six (36) months from start of License Term.
	 
	 	•	 	20% due forty-eight (48) months from start of License Term.
	 
	 	•	 	20% due sixty (60) months from start of License Term.





Authorized Telecasts/Runs




	 	 	 
	Right Category

	 	Runs:
	Ver View Rights

	 	Unlimited
	Pay TV Rights

	 	Unlimited
	Free TV Rights

	 	Unlimited






Additional Terms:




1. DEAL MEMO AGREEMENT



THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule of Definitions and Standard Terms and
Conditions contained in Licensor’s most current Licensing Agreement, IS A BINDING AND FINAL
CONTRACT BETWEEN THE PARTIES.




	 	 	 	 	 	 	 
	REGENT STUDIOS L.L.C.	 	HERE NETWORKS L.L.C.
	By:

	 	
	 	By:
	 	
	Title:

	 	President
	 	Title:
	 	 CEO






Initialed by:  (Licensor)

Initialed by:  (Licensee/Distributor)





3








 





	 	 	 	 	 
	 

	 	Regent Studios L.L.C.
	 	Contract # 2007
	 
	 	 	 	 
	 

	 	International Multiple Rights Deal Memo
Basic License and Financial Terms (“Deal Memo”)
	 	Contract Date 05-Oct-07
	 
	 	 	 	 
	 

	 	This Deal Memo, consisting of these Basic Terms and any
attached supplemental pages, contains the basic
agreement of the parties as follows:	 	 






	 	 	 
	Licensor:

	 	Licensee/Distributor:
	REGENT STUDIOS L.L.C.

	 	     HERE NETWORKS L.L.C.
	10990 Wilshire Boulevard, Penthouse

	 	     10990 Wilshire Boulevard, Penthouse
	Los Angeles, CA 90024

	 	     Los Angeles, CA 90024
	U.S.A.

	 	     U.S.A.
	 
	 	 
	Phone: 310-806-4288

	 	     Phone: 310-806-4288
	Fax: 310-806-4268

	 	     Fax: 310-806-4268







Titles:




	 	 	 	 	 
	Title	 	Fee	 
	LESBIAN SEX & SEXUALITY — Season 2

(Eps. 204 - 205)
	 	US$	200,000	 








Territories and Languages:



o
Subtitled o Dubbed (unless otherwise stated)

   U.S.A. (English), U.S. Possessions (English)

   Canada (English and French)









Licensed Rights




Cinematic Rights




	 	 	 	 	 	 	 	 	 
	Theatrical	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	Standard Theatrical

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






	 	 	 	 	 	 	 	 	 
	Public Video	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	Mini-Theatre

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






	 	 	 	 	 	 	 	 	 
	Non-Theatrical	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	Bars

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Educational Institutions Public Institutions

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Public Institutions

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Video
Rights




	 	 	 	 	 	 	 	 	 
	Home Video Rental	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	All Future Video Uses

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Cassette

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	DVD

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Laser Disk

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






	 	 	 	 	 	 	 	 	 
	Home Video Sell Thru	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	All Future Video Uses

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Cassette

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Initialed by:  (Licensor)

Initialed by:  (Licensee/Distributor)




1









 





	 	 	 	 	 	 	 	 	 
	Home Video Sell Thru	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	DVD

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Laser Disk

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






	 	 	 	 	 	 	 	 	 
	Commercial Video	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Ends
	Educational Institutions

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Non-U.S. Military Bases

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Non-U.S. Military Vessels

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Non-U.S. Gov. Installations

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Bars

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Pay Per View Rights




	 	 	 	 	 	 	 	 	 
	Pay Per View	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Demand

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Near Video on Demand

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Subscription Video on Demand

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Non-Residential

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Residential

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Pay TV Rights




	 	 	 	 	 	 	 	 	 
	Pay TV	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Cable

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Satellite

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Terrestrial

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Free TV Rights




	 	 	 	 	 	 	 	 	 
	Pay TV	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Cable

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Satellite

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance
	Terrestrial

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






Internet Rights




	 	 	 	 	 	 	 	 	 
	Internet	 	Licensed	 	Non-excl.	 	Holdback	 	License
Term Starts & Ends
	Internet

	 	þ Yes o No
	 	 
	 	TBD
	 	5 years from Delivery and Technical Acceptance






     All rights not specifically licensed are reserved to Licensor.



Cross
Collateralization:




Not Applicable.




Initialed by:  (Licensor)

Initialed by:  (Licensee/Distributor)





2









 








Disposition of Gross Receipts




	 	 	 
	Right Category

	 	Disposition Type: 
	Cinematic, Video, Pay Per View, Pay TV, Free TV & Internet Rights

	 	Flat





Licensor shall receive the following flat amount in US Dollars: $200,000.00. No other
amounts are due to Licensor from the exploitation of the Licensed Rights to the Picture licensed
herein.




Financial Terms:




     Applies to all Licensed Pictures:




	 	•	 	20% due twelve (12) months from start of License Term.
	 
	 	•	 	20% due twenty-four (24) months from start of License Term.
	 
	 	•	 	20% due thirty-six (36) months from start of License Term.
	 
	 	•	 	20% due forty-eight (48) months from start of License Term.
	 
	 	•	 	20% due sixty (60) months from start of License Term.





Authorized
Telecasts/Runs




	 	 	 
	Right Category

	 	Runs:
	Pay Per View Rights

	 	Unlimited
	Pay TV Rights

	 	Unlimited
	Free TV Rights

	 	Unlimited






Additional Terms:




1. DEAL MEMO AGREEMENT



THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule of Definitions and Standard Terms and Conditions contained
in Licensor’s most current
Licensing Agreement, IS A BINDING AND FINAL CONTRACT BETWEEN THE PARTIES.




	 	 	 	 	 	 	 
	REGENT STUDIOS
L.L.C.:	 	HERE NETWORKS
L.L.C.:
	By:

	 	
	 	By:
	 	
	Title:

	 	President
	 	Title:
	 	CEO






Initialed by:  (Licensor)

Initialed by:  (Licensee/Distributor)





3








 





	 	 	 	 	 
	 

	 	Regent Studios L.L.C.
	 	Contract # 2012
	 
	 	 	 	 
	 

	 	International Multiple Rights Deal Memo
	 	Contract Date
15-Dec-07
	 

	 	Basic License and Financial Terms (“Deal Memo”)	 	 
	 
	 	 	 	 
	 

	 	This Deal Memo, consisting of these Basic Terms and any
attached supplemental pages, contains the basic
agreement of the parties as follows:	 	 






	 	 	 
	Licensor:

	 	Licensee/Distributor:
	REGENT
STUDIOS L.L.C.

	 	     HERE
NETWORKS L.L.C.
	10990 Wilshire Boulevard, Penthouse

	 	     10990 Wilshire Boulevard, Penthouse
	Los Angeles, CA 90024


	 	     Los Angeles, CA 90024
	U.S.A.

	 	     U.S.A.
	 
	 	 
	Phone: 310-806-4288

	 	     Phone: 310-806-4288
	Fax: 310-806-4268

	 	     Fax: 310-806-4268







Titles:




	 	 	 	 	 
	Title	 	Fee	 
	BACKLOT SERIES

(Episodes 201-212)
	 	US$	360,000	 








Territories and Languages:



o
Subtitled o Dubbed (unless otherwise stated)

   U.S.A. (English), U.S. Possessions (English)









Licensed Rights




Pay Per View Rights




	 	 	 	 	 	 	 	 	 
	Pay Per View	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Demand

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Near Video on Demand

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Subscription Video on Demand

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Non-Residential

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Residential

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A






Pay
TV Rights




	 	 	 	 	 	 	 	 	 
	Pay TV	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Cable

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Satellite

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Terrestrial

	 	þ Yes o No
	 	 	 	See attached Schedule A
	 	See attached Schedule A






Internet Rights




	 	 	 	 	 	 	 	 	 
	Internet	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Internet

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A





All rights not specifically licensed are reserved to Licensor.




Initialed by:                      (Licensor)

Initialed by:                      (Licensee/Distributor)




1









 





Cross Collateralization:




Not Applicable.




Disposition of Gross Receipts




	 	 	 
	Right Category

	 	Disposition Type:
	Pay Per View, Pay TV & Internet Rights

	 	Flat





Licensor shall receive the following flat amount in US Dollars: $360,000.00. No other amounts
are due to Licensor from the exploitation of the Licensed Rights to the Picture licensed
herein.




Financial Terms:




     Applies to all Licensed Pictures:




	 	•	 	25% due June 30, 2009.
	 
	 	•	 	25% due December 31, 2009.
	 
	 	•	 	25% due June 30, 2010.
	 
	 	•	 	25% due December 31, 2010.





Authorized Telecasts/Runs




	 	 	 
	Right Category

	 	Runs:
	Pay Per View Rights

	 	Unlimited
	Pay TV Rights

	 	Unlimited
	Free TV Rights

	 	Unlimited






Additional Terms:




1. DEAL MEMO AGREEMENT



THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule of Definitions and Standard Terms and Conditions contained in Licensor’s most current
Licensing Agreement, IS A BINDING AND FINAL CONTRACT BETWEEN THE PARTIES.




	 	 	 	 	 	 	 
	REGENT
STUDIOS L.L.C.:	 	HERE
NETWORKS L.L.C.:
	By:

	 	
	 	By:
	 	
	Title:

	 	 	 	Title:	 	 







2





Initialed by:                      (Licensor)

Initialed by:                      (Licensee/Distributor)








 








SCHEDULE A




	 	 	 
	Picture	 	License Term
	 
	 
	 	 
	Backlot: Making of Dante’s Cove Season 2

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Dante’s Cove Season 3

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of A Date with Murder

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of DL Chronicles

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of The Lair

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Meltdown

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Paradise Falls, Season 3

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Polar Opposites

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Queens

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Shock to the System

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Solar Flare

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Trapped

	 	5 years from Delivery and
Technical Acceptance






TOTAL LICENSE FEE: $ 360,000




Initialed by:                      (Licensor)

Initialed by:                      (Licensee/Distributor)




3









 





	 	 	 	 	 
	 

	 	Regent Studios L.L.C.
	 	Contract # 2073
	 
	 	 	 	 
	 

	 	International Multiple Rights Deal Memo
	 	Contract Date 24-Jan-08
	 

	 	Basic License and Financial Terms (“Deal Memo”)	 	 
	 
	 	 	 	 
	 

	 	This Deal Memo, consisting of these Basic Terms and any
attached supplemental pages, contains the basic
agreement of the parties as follows:	 	 






	 	 	 
	Licensor:

	 	Licensee/Distributor:
	REGENT STUDIOS L.L.C.

	 	     HERE NETWORKS L.L.C.
	10990 Wilshire Boulevard, Penthouse

	 	     10990 Wilshire Boulevard, Penthouse
	Los Angeles, CA 90024

	 	     Los Angeles, CA 90024
	U.S.A.

	 	     U.S.A.
	 
	 	 
	Phone: 310-806-4288

	 	     Phone: 310-806-4288
	Fax: 310-806-4268

	 	     Fax: 310-806-4268







Titles:




	 	 	 	 	 
	Title	 	Fee	 
	HOUSE OF VENUS (Eps. 101-112)
	 	US$	175,000	 
	OCCUPIED
	 	US$	100,000	 
	UOMO MODE: MEN’S FASHION INSIDER (Eps. 101-106)
	 	US$	100,000	 
	TOTAL LICENSE FEE:
	 	US$	375,000	 








Territories and Languages:




o
Subtitled o Dubbed (unless otherwise stated)

   U.S.A. (English), U.S. Possessions (English)









Licensed Eights




Pay Per View Rights




	 	 	 	 	 	 	 	 	 
	Pay Per View	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Demand

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Near Video on Demand

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Subscription Video on Demand

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Non-Residential

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Residential

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A






Pay TV Rights




	 	 	 	 	 	 	 	 	 
	Pav TV	 	Licensed	 	Non-excl.	 	Holdback	 	License Term Starts & Ends
	Cable

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Satellite

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Terrestrial

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A






Initialed by:                      (Licensor)

Initialed by:                      (Licensee/Distributor)





1









 







All rights not specifically licensed are reserved to Licensor.




Cross Collateralization:




Not Applicable.




Disposition of Gross Receipts




	 	 	 
	Right Category

	 	Disposition Type:
	Pay Per View & Pay TV Rights

	 	Flat





Licensor shall receive the following flat amount in US Dollars: $375,000.00. No other amounts
are due to Licensor from the exploitation of the Licensed Rights to the Picture licensed
herein.




Financial Terms:




     Applies to HOUSE OF VENUS and OCCUPIED:




	 	•	 	25% due June 30, 2009.
	 
	 	•	 	25% due December 31, 2009.
	 
	 	•	 	25% due June 30, 2010.
	 
	 	•	 	25% due December 31, 2010.





     Applies
to UOMO MODE: MEN’S FASHION INSIDER:




	 	•	 	25% due March 31, 2009.
	 
	 	•	 	25% due September 30, 2009.
	 
	 	•	 	25% due March 31, 2010.
	 
	 	•	 	25% due September 30, 2010.





Authorized Telecasts/Runs




	 	 	 
	Right Category

	 	Runs:
	Pay Per View Rights

	 	Unlimited
	Pay TV Rights

	 	Unlimited






Additional Terms:




1. DEAL MEMO AGREEMENT



THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule of Definitions and Standard Terms and Conditions contained in Licensor’s most current
Licensing Agreement, IS A BINDING AND FINAL CONTRACT BETWEEN THE PARTIES.




	 	 	 	 	 	 	 
	REGENT
STUDIOS L.L.C.:	 	HERE
NETWORKS L.L.C.:
	By:

	 	
	 	By:
	 	
	Title:

	 	 	 	Title:	 	 






Initialed by:                      (Licensor)

Initialed by:                      (Licensee/Distributor)




2









 





SCHEDULE A




	 	 	 
	Title / Picture	 	License Term
	 
	 
	 	 
	House of Venus (Eps. 101 - 112)

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Occupied

	 	3 years from Delivery and
Technical Acceptance
	 
	 	 
	Uomo
Mode: Men’s Fashion Insider (Eps. 101 - 106)

	 	5 years from Delivery and
Technical Acceptance






Initialed by:                      (Licensor)

Initialed by:                      (Licensee/Distributor)




3









 





	 	 	 	 	 
	 

	 	Regent Studios L.L.C.
	 	Contract # 2014
	 
	 	 	 	 
	 

	 	International Multiple Rights Deal Memo
	 	Contract Date 13-Feb-08
	 

	 	Basic License and Financial Terms (“Deal Memo”)	 	 
	 
	 	 	 	 
	 

	 	This Deal Memo, consisting of these Basic Terms and any
attached supplemental pages, contains the basic
agreement of the parties as follows:	 	 






	 	 	 
	Licensor:

	 	Licensee/Distributor:
	REGENT STUDIOS L.L.C.

	 	     HERE NETWORKS L.L.C.
	10990 Wilshire Boulevard, Penthouse

	 	     10990 Wilshire Boulevard, Penthouse
	Los Angeles, CA 90024

	 	     Los Angeles, CA 90024
	U.S.A.

	 	     U.S.A.
	 
	 	 
	Phone: 310-806-4288

	 	     Phone: 310-806-4288
	Fax: 310-806-4268

	 	     Fax: 310-806-4268







Titles




	 	 	 	 	 
	Title	 	Fee	 
	BACKLOT SERIES (Episodes 301 — 312)
	 	US$	360,000	 








Territories and Languages:



o
Subtitled o
Dubbed (unless otherwise stated)

   U.S.A. (English), U.S. Possessions (English)









Licensed Rights




Pay Per View Rights




	 	 	 	 	 	 	 	 	 
	Pay Per View	 	Licensed	 	Non-Excl.	 	Holdback	 	License Term Sports & Ends
	Demand

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Near Video on Demand

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Subscription Video on Demand

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Non-Residential

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Residential

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A






Pay TV Rights




	 	 	 	 	 	 	 	 	 
	Pay TV	 	Licensed	 	Non-Excl.	 	Holdback	 	License Term Sports & Ends
	Cable

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Satellite

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A
	Terrestrial

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A






Internet Rights




	 	 	 	 	 	 	 	 	 
	Internet	 	Licensed	 	Non-Excl.	 	Holdback	 	License Term Sports & Ends
	Internet

	 	þ Yes o No
	 	 
	 	See attached Schedule A
	 	See attached Schedule A





All rights not specifically licensed are reserved to Licensor.




Initialed by:  (Licensor)

Initialed by:  (Licensee/Distributor)





1









 








Cross Collateralization:




Not Applicable.




Disposition of Gross Receipts




	 	 	 
	Right Category

	 	Disposition Type:
	Pay Per View, Pay TV & Internet Rights

	 	Flat





Licensor shall receive the following flat amount in US Dollars: $360,000.00. No other
amounts are due to Licensor from the exploitation of the Licensed Rights to the Picture
licensed herein.




Financial Terms:




     Applies to all licensed Pictures:




	 	•	 	25% due June 30, 2009.
	 
	 	•	 	25% due December 31, 2009.
	 
	 	•	 	25% due June 30, 2010.
	 
	 	•	 	25% due December 31, 2010.





Authorized Telecasts/Runs




	 	 	 
	Right Category

	 	Runs:
	Pay Per View Rights

	 	Unlimited
	Pay TV Rights

	 	Unlimited
	Free TV Rights

	 	Unlimited






Additional Terms:




1. DEAL MEMO AGREEMENT



THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule of Definitions and Standard Terms and Conditions contained in Licensor’s most current
Licensing Agreement, IS A BINDING AND FINAL CONTRACT BETWEEN THE PARTIES.




	 	 	 	 	 	 	 
	REGENT STUDIOS L.L.C.	 	HERE NETWORKS L.L.C.
	By:

	 	
	 	By:
	 	
	Title:

	 	 	 	Title:	 	CEO






Initialed by:  (Licensor)

Initialed by:  (Licensee/Distributor)




2









 





SCHEDULE A




	 	 	 
	Picture	 	License Term
	 
	 
	 	 
	Backlot: Making of Acid Rain

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of The Calm Before

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Deadly Rising

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Devil is a Woman

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of The DL Chronicles,
Vol. 2

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Fall of Hyperion

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Heat Wave

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Ice Blues

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Kiss Me Deadly

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of The Lair, Season 2

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of On the Other Hand,
Death

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 
	Backlot: Making of Shelter

	 	5 years from Delivery and
Technical Acceptance
	 
	 	 






TOTAL LICENSE FEE: $ 360,000



Initialed by:  (Licensor)

Initialed by:  (Licensee/Distributor)




3