exv10w3





Exhibit
10.3


Here Networks L.L.C.

10990 Wilshire Boulevard, Penthouse

Los Angeles, CA 90024

Phone: 310-806-4288

Fax: 310-806-4268




As of
April 9, 2007




Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC

10990 Wilshire Boulevard, Suite 1150

Los Angeles, CA 90024




     Re: SHOW BUSINESS: THE ROAD TO BROADWAY



Ladies & Gentlemen:



This will acknowledge and confirm the terms pursuant to which REGENT WORLDWIDE SALES
L.L.C. on behalf of CONVERGENT FUNDING, LLC (“Licensor”) has agreed to license to HERE
NETWORKS L.L.C. (“HERE”) the motion picture entitled SHOW BUSINESS: THE ROAD TO BROADWAY
(the “Program”) for exhibition on Here Networks program services (“Here Networks”). For
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties have agreed to the following:



1. Program(s): “Program(s)” means the motion picture(s) currently entitled: SHOW BUSINESS:
THE
ROAD TO BROADWAY (running time 102 minutes inclusive of main and end titles).





(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in
accordance with
the technical specifications of HERE’S standard delivery schedule attached hereto as
Exhibit
“A;” and




(b) Shall be completely finished, fully edited and titled, and fully synchronized
with language,
dialogue, sound and music, recorded with sound equipment pursuant to valid licenses,
and in
all respects ready, and of a technical quality adequate for general first-class
Telecast (as
defined below in paragraph 5(b) in the Territory.


2. Term: The term of this agreement shall commence on the date hereof and continue
throughout the
Exhibition Period as set forth in Paragraph 3 hereof (“Term”). Additionally, prior to
expiration of the
Term, HERE shall have the option to extend the Term for an additional five (5) year
Exhibition Period,
as defined in Paragraph 3 below, by payment to Licensor of the Extension Fee as defined in
subparagraph 8(d) hereof (“Extended Term”).



3. Exhibition Period: HERE shall have unlimited exhibition rights in the Program
during the period of
four (4) years (“Exhibition Period”) consisting of two window periods. The first window
period shall
commence on November 01, 2008 and end on March 31, 2009. The second window period shall
commence on March 31, 2011 and end on October 31, 2014.



4. Territory: HERE shall have the exclusive right to telecast the Program in the
United States and
Canada and their respective territories and possessions, including Puerto Rico, Guam and the
U.S.
Virgin Islands (“Territory”) and military bases, embassies, ships, aircrafts and carriers
flying the flags
of the foregoing countries.




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5. Telecast and Exhibition Rights:




     (a) During the Term and throughout the Territory, HERE shall have the right to Telecast
the Program in the languages licensed hereunder on any and all Telecast Service(s) which
is and/or
are branded and/or owned in whole or in part and/or operated now or in the future by
here! Networks,
or a parent company, division, affiliate, subsidiary, or licensee thereof in the
territory (“Telecast
Service”). Such Telecast Service may be advertiser supported and/or accept and
disclose on-air
program funding in the form of underwriting.



     (b) HERE shall have the exclusive irrevocable right in the Territory to transmit,
distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard
television” and
“non-standard television” (“Telecast”). The term “standard television” means all
forms of “free
broadcast television.” The term “non-standard television” means all other forms of
“television,”
excluding free broadcast television only. The term “television” includes, without
limitation, all means,
manner and method of transmission via over-the-air, satellite, cable, broadband,
wireless, Internet
protocol, the Internet (provided access to such transmission is technologically capable
of being limited
to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any
other technology (including, without limitation, cable, free broadcast, subscription
television, pay-per-view, closed circuit and all forms and variations of video-on-demand, interactive and
delayed
exhibition), now known or hereafter devised by which a television signal is or may be
delivered
(including but not limited to analog, digital and HDTV). HERE shall have the exclusive
right, in the
Territory to promote, market, and advertise the Telecast of the Program on the Telecast
Service in all
forms of television and other media, including without limitation the Internet.
Notwithstanding the
foregoing, the parties acknowledge that Licensor may seek third party licenses during
the Term and
for the Extended Term, for all or part of the rights granted hereunder and HERE, at its
sole option,
shall have the right to relicense such rights to Licensor.



     (c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited
number of exhibition days, on each and every Telecast Service throughout the Territory
during the
Term thereof.



     (d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast
or otherwise
exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the
Territory during the Term on any form of standard or non-standard television, including
via any
transmission of the Program on the Internet.



     (e) HERE shall have the exclusive right in the Territory for the original television
premiere
of the Program such that the Program shall not have been exhibited or otherwise
exploited in any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the
Program on the
Telecast Service.



     (f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the
Program and all elements thereof throughout the world, regardless of location, on any
and all cruise
ships, theme parks, hotels, airplanes, resorts and entertainment centers that are
broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or
owned services
shall be limited to closed circuit television or a similar form of limited access
television exhibition
permitting access only within the particular theme park, resort, entertainment centers,
cruise ships,
hotels and airplanes.


6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in
both standard and nonstandard television formats and Internet distribution in the Territory.



7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard
and nonstandard television, including Internet distribution, during the Term.




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8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the
Program of US$25,000, which shall be payable as follows:





(a) 20% on the 15th day of the month following the first Telecast of the
Program in the
Territory; and




(b) 40% on the 15th day of the month twelve (12) months following the first
Telecast of the
Program in the Territory; and




(c) 40% on the 15th day of the month twenty-four (24) months following the
first Telecast of the
Program in the Territory; and




(d) In
the event the Term is extended pursuant to Paragraph 2 above, the fee for such extension shall be $12,500 (“Extension Fee”).


9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as
more fully set forth in
Exhibit A, attached hereto and forming a part hereof. Timely delivery of the Deliverables
shall be of
the essence of the Agreement. Licensor shall be responsible for the expense of shipping
Deliverables
from Licensor to HERE. Distributor acknowledges that Delivery is complete.



10. Editing & Narrating: HERE shall have the right to edit the Program for all
purposes, including,
without limitation, wrapping, formatting and scheduling, creating promotional interstitial
elements,
inserting commercials, and conforming with HERE’S standards and practices.



11. Advertising and Promotion Materials: Licensor hereby grants to HERE the
following rights with respect to the Program, which rights shall be exclusive to HERE within the Territory:





     (a) The right to use, disseminate, reproduce, print and publish, without the
payment of any additional compensation, any and all audio, visual and other
elements of the
Program, including without limitation, any clips, music (in context only unless
otherwise
specified herein) existing slides, photos and other publicity and promotional
materials
reasonably available to or under the control of Licensor (“Advertising
Materials”), subject to
any pre-existing third party contractual restrictions applicable thereto and of
which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials.
HERE’S
inadvertent or unintentional failure to comply with any such applicable
restrictions shall not
constitute a material breach of this Agreement. Licensor hereby acknowledges
HERE’S
preference for original color slides and agrees to use best efforts to furnish
same to HERE.
To the extent reasonably practical, said Advertising Materials shall be
delivered to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days
prior to
commencement of the Term, or as early as reasonably and commercial possible.
Licensor
shall deliver said Advertising Materials in accordance with the Delivery
Requirements.
Licensor understands that the furnishing of the aforementioned Advertising
Materials is a
material obligation of this Agreement and failure to comply with such is grounds
for
termination of this Agreement;




     (b) The right to create and use written summaries, extracts, and synopses for
the
purpose of advertising, exploitation and publicity;




     (c) The right to advertise, publicize, and promote the exhibition of the
Programs
by all means and/or media (including, but not limited to the Internet) in the
Language specified
herein;




     (d) The right to create television promotional spots featuring segments (not to
exceed four (4) minutes each) of the Program and the right to engage in
commercial or



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promotional tie-ins with sponsors of the Program or the Telecast Service, subject
to any restrictions or obligations contained in the talent agreements and notified
by Licensor to HERE in writing in advance;




     (e) The right to use and authorize third parties to use the name, likeness and/or
voice of, and biographical information relating to, anyone who rendered services
in or in
connection with the Program, for the purpose of advertising, publicizing or
promoting the
Programs or the Telecast Service, but not so as to constitute a direct
endorsement of any
product or Telecast Service other than the Telecast Service referred to in this
Agreement, and
subject to any applicable guild and third party contractual restrictions of which
Licensor
notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or
unintentional failure to comply with any applicable guild or third party
contractual
restrictions
shall not constitute a material breach of this Agreement; and




     (f)
The right to submit the Program or portions thereof for awards consideration within the Territory.


Immediately upon signature of this Agreement, Licensor shall furnish HERE with all
available promotional materials as set forth in Exhibit A. Timely delivery of all
available promotional materials is of the essence of the Agreement.



12. Warranties and Indemnification: Licensor warrants and represents that it has the
right to enter
into this Agreement, to grant all rights (including but not limited to grand rights) granted
herein and to
perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights
hereunder,
including, without limitation, the exhibition, promotion, publicity and advertising use of
the Program or
any part thereof as provided herein shall not violate the rights of any third party or cause
HERE to
have any financial liability whatsoever, except for the License Fee set forth herein and
payment to
performing rights societies such as ASCAP and BMI.



Licensor shall indemnify and hold harmless HERE from and against any claims, damages,
costs, liabilities and expenses, including but not limited to reasonable counsel fees,
relating to the Program or arising from exhibition of the Program by HERE or the Here
Networks program services, any breach of any warranty or representation made by Licensor
herein, or any promotional use by HERE of the Program or any elements thereof, in any
manner in any media (but not as a direct endorsement of any product), including without
limitation, clips, photographs and music. HERE shall similarly indemnify and hold harmless
Licensor for any breach of any warranty or representation of HERE hereunder.



13. E&O Insurance: Licensor shall cause HERE to be named as an additional insured
with respect to
the Program under Licensor’s Errors and Omissions and shall provide HERE with an endorsement
to
the policy evidencing such coverage prior to the commencement of principal photography of the
Program. Such insurance shall be in an amount not less than $1 Million/$3 Million, shall be
obtained
prior to the commencement of principal photography of the Program with no exclusions from an
entity
reasonably approved by HERE and shall have a deductible of no greater than $25,000 per claim.
Licensor shall cause its carrier to assume primary responsibility notwithstanding that HERE
also may
have its own insurance coverage. As a condition to HERE’S obligations under this Agreement,
Licensor shall provide HERE with a copy of such Errors and Omissions policy.



14. Choice of Law: This Agreement shall be governed and construed in accordance with
the laws of
the State of California applicable to contracts entered into and fully to be performed
therein. Licensor
hereby consents and submits to the jurisdiction of the federal and state courts located in
the State of
California, and any action or suit under this Agreement may be brought in any federal or
state court
with appropriate jurisdiction over the subject matter established or sitting in the State of
California.



15. Assignment: This Agreement will be binding upon and will inure to the benefit
of the parties hereto and their respective successors and permitted assigns. Licensor may not assign,
license or


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otherwise transfer its rights and/or obligations under this Agreement, in whole or in
part, to any person or entity, provided however that Licensor may assign the right to
receive
payment hereunder to any third party. HERE may assign any or all of its rights and
obligations under this Agreement for purposes of distribution of the Program, or in
connection with a merger or sale of the assets of HERE, as long as assignee assumes all of
the obligations hereunder.



16. Termination: HERE shall have the right to terminate this Agreement in its sole
and absolute
discretion if Licensor fails to deliver the Program in accordance with the terms and
conditions hereof,
subject to any notice and cure provisions hereof. Except as expressly provided herein,
Licensor shall
not have the right to terminate, revoke, cancel, or rescind this Agreement for any reason
whatsoever
prior to the expiration of the Term, unless with the consent of both parties in writing.



17. Remedies: No waiver by either party of any breach hereof shall be deemed a
waiver of any
preceding or succeeding breach hereof. Notwithstanding any other provision of this
Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement
shall be an
action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor
seek
or be entitled to rescission, injunctive or other equitable relief.



Please sign below to indicate your acceptance of the foregoing as of the date first
written above and return all copies of the Agreement to HERE for countersignature. A fully
executed copy of the Agreement will be sent to you thereafter.






Very truly yours,




HERE NETWORKS L.L.C.





			
	By:	 	
 







			
	Its:	 	
 







AGREED AND ACCEPTED:




REGENT WORLDWIDE SALES L.L.C.

on behalf of CONVERGENT FUNDING, LLC





			
	By:	 	
 







			
	Its:	 	
 









      









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EXHIBIT A

DELIVERY SCHEDULE




Attached
to and forming a part of the Agreement dated as of April 9, 2007,

between Here Networks L.L.C. (“HERE”) and Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC (“Licensor”).




PROGRAM DELIVERABLES 



A. HERE PROGRAM AND TRAILER VIDEOTAPE SPECIFICATIONS



LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.



All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.



All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita Studios,
Inc., 3030 Andrita Street, Los Angeles, CA 90065, Attn: John Mongiardo.





	1.	 	Videotape formats: All programs should be delivered on the best quality
master available in the
following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP
	 
	2.	 	Program length vs. videotape length:







	 	•	 	30-minute program = 34 minutes tape
	 
	 	•	 	60-minute program = 64 minutes tape
	 
	 	•	 	90-minute program = 94 minutes tape
	 
	 	•	 

· 	120-minute program = 124 minutes tape






	3.	 	Videotape brands: SONY; other brands require prior approval
	 
	4.	 	Air master or sub-master tapes must conform with the following:






	 	•	 	Air master programs: Recorded on a black & coded tape (video black
analog 7.5 IRE; digital 0.0mV)
with continuous time code and control track from the beginning of tape leader to the
end.

ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING.
	 
	 	•	 	Time code type: LTC drop frame DFTC (continuous control track).
	 
	 	•	 	Color bars: NTSC (analog or digital)
	 
	 	•	 	Audio Tone: 2 or 4 channels 1 KHz at OdB analog or digital embedded audio tone.
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects
only.
	 
	 	•	 	Programming video and audio levels must be referenced to the color bars video level
and audio
tone level; if not, master will be rejected.






	5.	 	Videotape leader must conform with the following:






	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds;
time code: 00:58:00:00
	 
	 	•	 	Color bars duration: 60 seconds; time code: 00:58:30:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds;
time code: 00:59:30:00
	 
	 	•	 	Program slate: Title; episode #; date, duration;
duration: 10 seconds; time code: 00:59:40:00
	 
	 	•	 	Video black (7.5 IRE for analog or
0.0mV for digital) duration: 10 seconds; time code: 00:59:50:00
	 
	 	•	 	Program video: Actual programming starts at time code 01:00:00:00. DO NOT include
ratings, disclaimers or FBI warnings.
	 
	 	•	 	Two-tape programs: One tape is preferred, but if program is on 2 tapes,
tape #1 program should start at TC 01:00:00:00; tape #2 should start at TC
02:00:00:00




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	6.	 	HP videotape technical standard:






	 	•	 	Resolution shall be 1920x1080 pixels 29.97-frame rate Interlaced;
referenced to 59.94HZ
(Aka1080i)
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo
music & effects only
(Dolby 5.1 channels is not accepted at this time)
	 
	 	•	 	Time code: Continuous drop-frame time code locked and referenced to the
HD video stream at the
29.97 frame rate.
	 
	 	•	 	HD Color Bars






	7.	 	Videotape container label required information:






	 	•	 	Type of recording (master, backup, dub, etc.)
	 
	 	•	 	Production agency

	 
	 	•	 	Production center
	 
	 	•	 	Program title

	 
	 	•	 	Episode title and number, if applicable
	 
	 	•	 	Program length
	 
	 	•	 	Recording standards (e.g., high band, color, etc.)
	 
	 	•	 	Audio track information (e.g., mono, stereo, etc.)
	 
	 	•	 	Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable
	 
	 	•	 	Date of production

	 
	 	•	 	Beta format videotape of all principal music themes.






	8.	 	Here technical inspection and acceptance: HERE shall have up to forty-five (45) days
from delivery to
inspect the videotape master for compliance with the foregoing technical
specifications. If the master does not meet the technical specifications or is
otherwise defective, HERE shall give notice to Licensor, including a list of any
defective elements. Licensor shall have ten (10) business days from receipt of notice
to cure the defects and redeliver the master videotape. If Licensor does not cure, then
HERE shall have the option to (i) terminate this Agreement with no further liability or
obligation to Licensor, or (ii) create or cure the defective elements and charge the
cost thereof to Licensor.
	 
	B.	 	OTHER DELIVERABLES




All other Deliverables should be delivered to: here! TV, Director of Marketing, 10990
Wilshire Blvd, Penthouse, Los Angeles, California, 310-806-4298, Attn: Andrea Krauss





	1.	 	Promotional materials: All available advertising and promotional print
materials relate to the Programs
including:






	 	•	 	Ad slicks, slides, press announcements, on-air promos and trailers (if available).
	 
	 	•	 	Color production stills with captions, texted and textless key art and poster
art; captioned host/star/director head shots all in the highest resolution available on all of the
following formats available: diskette and transparencies.
	 
	 	•	 	On diskette and hard copy Program logos, a synopsis and description of the
Program (including the title and a brief description of the Program’s topic and content), a complete list of
cast and credits, and biographies of key Program performers and host, if any
	 
	 	•	 	Trailer and promotional spots in all digitized versions available in all formats created (if
available).






	2.	 	Complete music cue sheet and licenses for the Program: In customary form,
setting forth for each
musical composition contained within the Program, the title, type of use, duration of use
and the names of the composer, lyricist, publisher, copyright proprietor and performing rights
society, if any
	 
	3.	 	Credit Statement: One (1) original typewritten copy with a copy on diskette in
Word 4.0 format of a
statement of credits applicable to the Program setting forth the names and credit
obligations of
Licensor with regard to all persons to whom Licensor is contractually obligated to accord
credit on the
screen, in any paid advertising.






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Here
Networks L.L.C.

10990 Wilshire Boulevard, Penthouse

Los Angeles, CA 90024

Phone: 310-806-4288

Fax: 310-806-4268




As of April 24, 2008




Regent Worldwide Sales L.L.C.
 on
behalf of Convergent Funding, LLC
 10990 Wilshire Boulevard,Suite 1150
 Los Angeles, CA 90024




     Re: KISS THE BRIDE



Ladies & Gentlemen:



This will acknowledge and confirm the terms pursuant to which REGENT WORLDWIDE SALES
L.L.C. on behalf of CONVERGENT FUNDING, LLC (“Licensor”) has agreed to license to HERE
NETWORKS L.L.C. (“HERE”) the motion picture entitled KISS THE BRIDE (the “Program”) for
exhibition on Here Networks program services (“Here Networks”). For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
have agreed to the following:



1. Program(s): “Program(s)” means the motion picture(s) currently entitled: KISS THE BRIDE
(running time 115 minutes inclusive of main and end titles).




     (a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in
accordance with
the technical specifications of HERE’s standard delivery schedule attached hereto as
Exhibit
“A;” and



     (b) Shall be completely finished, fully edited and titled, and fully synchronized with
language,
dialogue, sound and music, recorded with sound equipment pursuant to valid licenses,
and in
all respects ready, and of a technical quality adequate for general first-class
Telecast (as
defined below in paragraph 5(b) in the Territory.


2. Term: The term of this agreement shall commence on the date hereof and continue
throughout the
Exhibition Period as set forth in Paragraph 3 hereof (“Term”). Additionally, prior to
expiration of the
Term, HERE shall have the option to extend the Term for an additional five (5) year Exhibition
Period,
as defined in Paragraph 3 below, by payment to Licensor of the Extension Fee as defined in
subparagraph 8(d) hereof (“Extended Term”).



3. Exhibition Period: HERE shall have unlimited exhibition rights in the Program
during the period of
four (4) years (“Exhibition Period”) commencing no later than the earlier of the first
Telecast of the
Program in the Territory or 6 months from complete delivery to and acceptance by HERE of all
of the
Programs.



4. Territory: HERE shall have the exclusive right to telecast the Program in the
United States and
Canada and their respective territories and possessions, including Puerto Rico, Guam and the
U.S.
Virgin Islands (“Territory”) and military bases, embassies, ships, aircrafts and carriers
flying the
flags
of the foregoing countries.



KISS THE BRIDE


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5. Telecast and Exhibition Rights:




     (a) During the Term and throughout the Territory, HERE shall have the right to Telecast
the Program in the languages licensed hereunder on any and all Telecast Service(s) which
is and/or
are branded and/or owned in whole or in part and/or operated now or in the future by
here! Networks,
or a parent company, division, affiliate, subsidiary, or licensee thereof in the
territory (“Telecast
Service”). Such Telecast Service may be advertiser supported and/or accept and
disclose on-air
program funding in the form of underwriting.



     (b) HERE shall have the exclusive irrevocable right in the Territory to transmit,
distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard
television” and
“non-standard television” (“Telecast”). The term “standard television” means all
forms of “free
broadcast television.” The term “non-standard television” means all other forms of
“television,”
excluding free broadcast television only. The term “television” includes, without
limitation, all means,
manner and method of transmission via over-the-air, satellite, cable, broadband,
wireless, Internet
protocol, the Internet (provided access to such transmission is technologically capable
of being limited
to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any
other technology (including, without limitation, cable, free broadcast, subscription
television, pay-per-view, closed circuit and all forms and variations of video-on-demand, interactive and
delayed
exhibition), now known or hereafter devised by which a television signal is or may be
delivered
(including but not limited to analog, digital and HDTV). HERE shall have the exclusive
right, in the
Territory to promote, market, and advertise the Telecast of the Program on the Telecast
Service in all
forms of television and other media, including without limitation the Internet.
Notwithstanding the
foregoing, the parties acknowledge that Licensor may seek third party licenses during
the Term and
for the Extended Term, for all or part of the rights granted hereunder and HERE, at its
sole option,
shall have the right to relicense such rights to Licensor.



     (c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited
number of exhibition days, on each and every Telecast Service throughout the Territory
during the
Term thereof.



     (d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast
or otherwise
exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the
Territory during the Term on any form of standard or non-standard television, including
via any
transmission of the Program on the Internet.



     (e) HERE shall have the exclusive right in the Territory for the original television
premiere
of the Program such that the Program shall not have been exhibited or otherwise
exploited in
any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the
Program on the
Telecast Service.



     (f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the
Program and all elements thereof throughout the world, regardless of location, on any
and all cruise
ships, theme parks, hotels, airplanes, resorts and entertainment centers that are
broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or
owned services
shall be limited to closed circuit television or a similar form of limited access
television exhibition
permitting access only within the particular theme park, resort, entertainment centers,
cruise ships,
hotels and airplanes.


6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in
both standard and nonstandard television formats and Internet distribution in the Territory.



7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard
and nonstandard television, including Internet distribution, during the Term.



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8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the
Program of US$35,000.00, which shall be payable as follows:





(a) 20% on the 15th day of the month following the first Telecast of the
Program in the
Territory; and




(b) 40% on the 15th day of the month twelve (12) months following the first
Telecast of the
Program in the Territory; and




(c) 40% on the 15th day of the month twenty-four (24) months following the
first Telecast of the
Program in the Territory; and




(d) In the event the Term is extended pursuant to Paragraph 2 above, the fee for such
extension shall be $17,500 (“Extension Fee”),


9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as
more fully set forth in
Exhibit A, attached hereto and forming a part hereof. Timely delivery of the Deliverables
shall be of
the essence of the Agreement. Licensor shall be responsible for the expense of shipping
Deliverables
from Licensor to HERE. Distributor acknowledges that Delivery is complete.



10. Editing & Narrating: HERE shall have the right to edit the Program for all
purposes, including,
without limitation, wrapping, formatting and scheduling, creating promotional interstitial
elements,
inserting commercials, and conforming with HERE’S standards and practices.



11. Advertising and Promotion Materials: Licensor hereby grants to HERE the
following rights with
respect to the Program, which rights shall be exclusive to HERE within the Territory:





     (a) The right to use, disseminate, reproduce, print and publish, without the
payment of any additional compensation, any and all audio, visual and other
elements of the
Program, including without limitation, any clips, music (in context only unless
otherwise
specified herein) existing slides, photos and other publicity and
promotional materials
reasonably available to or under the control of Licensor (“Advertising
Materials”), subject to
any pre-existing third party contractual restrictions applicable thereto and of
which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials.
HERE’S
inadvertent or unintentional failure to comply with any such applicable
restrictions shall not
constitute a material breach of this Agreement. Licensor hereby acknowledges
HERE’S
preference for original color slides and agrees to use best efforts to furnish
same to HERE.
To the extent reasonably practical, said Advertising Materials shall be
delivered to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days
prior to
commencement of the Term, or as early as reasonably and commercial possible.
Licensor
shall deliver said Advertising Materials in accordance with the Delivery
Requirements.
Licensor understands that the furnishing of the aforementioned Advertising
Materials is a
material obligation of this Agreement and failure to comply with such is grounds
for
termination of this Agreement;




     (b) The right to create and use written summaries, extracts, and synopses for
the
purpose of advertising, exploitation and publicity;




     (c) The right to advertise, publicize, and promote the exhibition of the
Programs
by all means and/or media (including, but not limited to the Internet) in the
Language specified
herein;




     (d) The right to create television promotional spots featuring segments (not to
exceed four (4) minutes each) of the Program and the right to engage in
commercial or


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promotional tie-ins with sponsors of the Program or the Telecast Service, subject to
any restrictions or obligations contained in the talent agreements and notified by
Licensor to HERE in writing in advance;




     (e) The right to use and authorize third parties to use the name, likeness and/or
voice of, and biographical information relating to, anyone who rendered services
in or in
connection with the Program, for the purpose of advertising, publicizing or
promoting the
Programs or the Telecast Service, but not so as to constitute a direct
endorsement of any
product or Telecast Service other than the Telecast Service referred to in this
Agreement, and
subject to any applicable guild and third party contractual restrictions of which
Licensor
notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or
unintentional failure to comply with any applicable guild or third party
contractual restrictions
shall not constitute a material breach of this Agreement; and




     (f) The right to submit the Program or portions thereof for awards consideration
within the Territory.


Immediately upon signature of this Agreement, Licensor shall furnish HERE with all
available promotional materials as set forth in Exhibit A. Timely delivery of all available
promotional materials is of the essence of the Agreement.



12. Warranties and Indemnification: Licensor warrants and represents that it has the
right to enter
into this Agreement, to grant all rights (including but not limited to grand rights) granted
herein and to
perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights
hereunder,
including, without limitation, the exhibition, promotion, publicity and advertising use of
the Program or
any part thereof as provided herein shall not violate the rights of any third party or cause
HERE to
have any financial liability whatsoever, except for the License Fee set forth herein and
payment to
performing rights societies such as ASCAP and BMI.



Licensor shall indemnify and hold harmless HERE from and against any claims, damages,
costs, liabilities and expenses, including but not limited to reasonable counsel fees,
relating to the Program or arising from exhibition of the Program by HERE or the Here
Networks program services, any breach of any warranty or representation made by Licensor
herein, or any promotional use by HERE of the Program or any elements thereof, in any
manner in any media (but not as a direct endorsement of any product), including without
limitation, clips, photographs and music. HERE shall similarly indemnify and hold harmless
Licensor for any breach of any warranty or representation of HERE hereunder.



13. E&O Insurance: Licensor shall cause HERE to be named as an additional insured
with respect to
the Program under Licensor’s Errors and Omissions and shall provide HERE with an endorsement
to
the policy evidencing such coverage prior to the commencement of principal photography of the
Program. Such insurance shall be in an amount not less than $1 Million/$3 Million, shall be
obtained
prior to the commencement of principal photography of the Program with no exclusions from an
entity
reasonably approved by HERE and shall have a deductible of no greater than $25,000 per claim.
Licensor shall cause its carrier to assume primary responsibility notwithstanding that HERE
also may
have its own insurance coverage. As a condition to HERE’s obligations under this Agreement,
Licensor shall provide HERE with a copy of such Errors and Omissions policy.



14. Choice of Law: This Agreement shall be governed and construed in accordance with
the laws of
the State of California applicable to contracts entered into and fully to be performed
therein. Licensor
hereby consents and submits to the jurisdiction of the federal and state courts located in
the State of
California, and any action or suit under this Agreement may be brought in any federal or
state court
with appropriate jurisdiction over the subject matter established or sitting in the State of
California.



15. Assignment: This Agreement will be binding upon and will inure to the benefit
of the parties
hereto and their respective successors and permitted assigns. Licensor may not assign,
license or



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otherwise transfer its rights and/or obligations under this Agreement, in whole or in part, to any
person or entity, provided however that Licensor may assign the right to receive payment hereunder
to any third party. HERE may assign any or all of its rights and obligations under this Agreement
for purposes of distribution of the Program, or in connection with a merger or sale of the assets
of HERE, as long as assignee assumes all of the obligations hereunder.



16. Termination: HERE shall have the right to terminate this Agreement in its sole and
absolute discretion if Licensor fails to deliver the Program in accordance with the terms and
conditions hereof,
subject to any notice and cure provisions hereof. Except as expressly provided herein, Licensor
shall not have the right to terminate, revoke, cancel, or rescind this Agreement for any reason
whatsoever prior to the expiration of the Term, unless with the consent of both parties in
writing.



17. Remedies: No waiver by either party of any breach hereof shall be deemed a waiver of
any preceding or succeeding breach hereof. Notwithstanding any other provision of this Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall be
an action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor seek or
be entitled to rescission, injunctive or other equitable relief.



Please sign below to indicate your acceptance of the foregoing as of the date first written above
and return all copies of the Agreement to HERE for countersignature. A fully executed copy of the
Agreement will be sent to you thereafter.






Very truly yours,




HERE NETWORKS L.L.C.





			
	By:	 	
 







			
	Its:	 	Executive Vice President
 







AGREED AND ACCEPTED:




REGENT WORLDWIDE SALES L.L.C.

on behalf of CONVERGENT FUNDING, LLC





			
	By:	 	
 







			
	Its:	 	Vice President
 










      








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EXHIBIT A

DELIVERY SCHEDULE




Attached to and forming a part of the Agreement dated as of April 24, 2008,

between Here Networks L.L.C. (“HERE”) and Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC (“Licensor”).




PROGRAM DELIVERABLES 



A. HERE PROGRAM AND TRAILER VIDEOTAPE SPECIFICATIONS



LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.



All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.



All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita
Studios, Inc., 3030 Andrita Street, Los Angeles, CA 90065, Attn: John Mongiardo.





	1.	 	Videotape formats: All programs should be delivered on the best quality master
available in the
following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP
	 
	2.	 	Program length vs. videotape length:






	 	•	 	30-minute program = 34 minutes tape
	 
	 	•	 	60-minute program = 64 minutes tape
	 
	 	•	 	90-minute program = 94 minutes tape
	 
	 	•	 	120-minute program = 124 minutes tape






	3.	 	Videotape brands: SONY; other brands require prior approval
	 
	4.	 	Air master or sub-master tapes must conform with the following:






	 	•	 	Air master programs: Recorded on a black & coded tape (video black
analog 7.5 IRE; digital 0.0mV)
with continuous time code and control track from the beginning of tape leader to the
end.
ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING.
	 
	 	•	 	Time code type: LTC drop frame DFTC (continuous control track).
	 
	 	•	 	Color bars: NTSC (analog or digital)
	 
	 	•	 	Audio Tone: 2 or 4 channels 1 KHz at 0dB analog or digital embedded audio tone.
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects only.
	 
	 	•	 	Programming video and audio levels must be referenced to the color bars
video level and audio
tone level; if not, master will be rejected.






	5.	 	Videotape leader must conform with the following:






	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time
code: 00:58:00:00
	 
	 	•	 	Color bars duration: 60 seconds; time code: 00:58:30:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time
code: 00:59:30:00
	 
	 	•	 	Program slate: Title; episode #; date, duration; duration: 10 seconds; time code:
00:59:40:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time
code: 00:59:50:00
	 
	 	•	 	Program video: Actual programming starts at time code 01:00:00:00. DO
NOT include ratings,
disclaimers or FBI warnings.
	 
	 	•	 	Two-tape programs: One tape is preferred, but if program is on 2 tapes,
tape #1 program should
start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00




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	6.	 	HP videotape technical standard:






	 	•	 	Resolution shall be 1920x1080 pixels 29.97-frame rate Interlaced;
referenced to 59.94HZ
(Aka1080i)
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo
music & effects only
(Dolby 5.1 channels is not accepted at this time)
	 
	 	•	 	Time code: Continuous drop-frame time code locked and referenced to the
HD video stream at the
29.97 frame rate.
	 
	 	•	 	HP Color Bars






	7.	 	Videotape container label required information:






	 	•	 	Type of recording (master, backup, dub, etc.)
	 
	 	•	 	Production agency
	 
	 	•	 	Production center
	 
	 	•	 	Program title
	 
	 	•	 	Episode title and number, if applicable
	 
	 	•	 	Program length
	 
	 	•	 	Recording standards (e.g., high band, color, etc.)
	 
	 	•	 	Audio track information (e.g., mono, stereo, etc.)
	 
	 	•	 	Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable
	 
	 	•	 	Date of production
	 
	 	•	 	Beta format videotape of all principal music themes.






	8.	 	Here technical inspection and acceptance: HERE shall have up to forty-five (45) days
from delivery to
inspect the videotape master for compliance with the foregoing technical specifications.
If the master does not meet the technical specifications or is otherwise defective, HERE
shall give notice to Licensor, including a list of any defective elements. Licensor
shall have ten (10) business days from receipt of notice to cure the defects and
redeliver the master videotape. If Licensor does not cure, then HERE shall have the
option to (i) terminate this Agreement with no further liability or obligation to
Licensor, or (ii) create or cure the defective elements and charge the cost thereof to
Licensor.
	 
	B.	 	OTHER DELIVERABLES




All other Deliverables should be delivered to: here! TV, Director of Marketing, 10990
Wilshire Blvd, Penthouse, Los Angeles, California, 310-806-4298, Attn: Andrea Krauss





	1.	 	Promotional materials: All available advertising and promotional print
materials relate to the Programs
including:






	 	•	 	Ad slicks, slides, press announcements, on-air promos and trailers (if available).
	 
	 	•	 	Color production stills with captions, texted and textless key art and poster
art; captioned
host/star/director head shots all in the highest resolution available on all of the
following formats
available: diskette and transparencies.
	 
	 	•	 	On diskette and hard copy Program logos, a synopsis and description of the
Program (including the
title and a brief description of the Program’s topic and content), a complete list of
cast and credits,
and biographies of key Program performers and host, if any
	 
	 	•	 	Trailer and promotional spots in all digitized versions available in all formats created (if
available).






	2.	 	Complete music cue sheet and licenses for the Program: In customary form,
setting forth for each
musical composition contained within the Program, the title, type of use, duration of use
and the
names of the composer, lyricist, publisher, copyright proprietor and performing rights
society, if any
	 
	3.	 	Credit Statement: One (1) original typewritten copy with a copy on diskette in
Word 4.0 format of a
statement of credits applicable to the Program setting forth the names and credit
obligations of
Licensor with regard to all persons to whom Licensor is contractually obligated to accord
credit on the
screen, in any paid advertising.





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Here Networks L.L.C.

10990 Wilshire Boulevard, Penthouse

Los Angeles, CA 90024

Phone: 310-806-4288

Fax: 310-806-4268




As of May 2, 2008




Regent Worldwide Sales L.L.C. on

behalf of Convergent Funding, LLC

10990 Wilshire Boulevard, Suite 1150

Los Angeles, CA 90024




     Re: POLAR OPPOSITES



Ladies & Gentlemen:



This will acknowledge and confirm the terms pursuant to which REGENT WORLDWIDE SALES L.L.C.
on behalf of CONVERGENT FUNDING, LLC (“Licensor”) has agreed to license to HERE NETWORKS
L.L.C. (“HERE”) the motion picture entitled POLAR OPPOSITES (the “Program”) for exhibition
on Here Networks program services (“Here Networks”). For good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties have agreed to the
following:



1. Program(s): “Program(s)” means the motion picture(s) currently entitled: POLAR OPPOSITES
(running time 101 minutes inclusive of main and end titles).




(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in
accordance with
the technical specifications of HERE’s standard delivery schedule attached hereto as
Exhibit
“A;” and




(b) Shall be completely finished, fully edited and titled, and fully synchronized
with language,
dialogue, sound and music, recorded with sound equipment pursuant to valid licenses,
and in
all respects ready, and of a technical quality adequate for general first-class
Telecast (as
defined below in paragraph 5(b) in the Territory.


2. Term: The term of this agreement shall commence on the date hereof and continue
throughout the
Exhibition Period as set forth in Paragraph 3 hereof (“Term”). Additionally, prior to
expiration of the
Term, HERE shall have the option to extend the Term for an additional five (5) year
Exhibition Period,
as defined in Paragraph 3 below, by payment to Licensor of the Extension Fee as defined in
subparagraph 8(d) hereof (“Extended Term”).



3. Exhibition Period: HERE shall have unlimited exhibition rights in the Program
during the period of
four (4) years (“Exhibition Period”) commencing no later than the earlier of the first
Telecast of the
Program in the Territory or 6 months from complete delivery to and acceptance by HERE of all
of the
Programs.



4. Territory: HERE shall have the exclusive right to telecast the Program in the
United States and
Canada and their respective territories and possessions, including Puerto Rico, Guam and the
U.S.
Virgin Islands (“Territory”) and military bases, embassies, ships, aircrafts and carriers
flying the flags
of the foregoing countries.





1



POLAR OPPOSITES








 







5. Telecast and Exhibition Rights:




     (a) During the Term and throughout the Territory, HERE shall have the right to Telecast
the Program in the languages licensed hereunder on any and all Telecast Service(s) which
is and/or
are branded and/or owned in whole or in part and/or operated now or in the future by
here! Networks,
or a parent company, division, affiliate, subsidiary, or licensee thereof in the
territory (“Telecast
Service”). Such Telecast Service may be advertiser supported and/or accept and
disclose on-air
program funding in the form of underwriting.



     (b) HERE shall have the exclusive irrevocable right in the Territory to transmit,
distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard
television” and
“non-standard television” (“Telecast”). The term “standard television” means all
forms of “free
broadcast television.” The term “non-standard television” means all other forms of
“television,”
excluding free broadcast television only. The term “television” includes, without
limitation, all means,
manner and method of transmission via over-the-air, satellite, cable, broadband,
wireless, Internet
protocol, the Internet (provided access to such transmission is technologically capable
of being limited
to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any
other technology (including, without limitation, cable, free broadcast, subscription
television, pay-per-view, closed circuit and all forms and variations of video-on-demand, interactive and
delayed
exhibition), now known or hereafter devised by which a television signal is or may be
delivered
(including but not limited to analog, digital and HDTV). HERE shall have the exclusive
right, in the
Territory to promote, market, and advertise the Telecast of the Program on the Telecast
Service in all
forms of television and other media, including without limitation the Internet.
Notwithstanding the
foregoing, the parties acknowledge that Licensor may seek third party licenses during
the Term and
for the Extended Term, for all or part of the rights granted hereunder and HERE, at its
sole option,
shall have the right to relicense such rights to Licensor.



     (c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited
number of exhibition days, on each and every Telecast Service throughout the Territory
during the
Term thereof.



     (d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast
or otherwise
exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the
Territory during the Term on any form of standard or non-standard television, including
via any
transmission of the Program on the Internet.



     (e) HERE shall have the exclusive right in the Territory for the original television
premiere
of the Program such that the Program shall not have been exhibited or otherwise
exploited in
any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the
Program on the
Telecast Service.



     (f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the
Program and all elements thereof throughout the world, regardless of location, on any
and all cruise
ships, theme parks, hotels, airplanes, resorts and entertainment centers that are
broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or
owned services
shall be limited to closed circuit television or a similar form of limited access
television exhibition
permitting access only within the particular theme park, resort, entertainment centers,
cruise ships,
hotels and airplanes.


6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in
both standard and
nonstandard television formats and Internet distribution in the Territory.



7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard
and nonstandard
television, including Internet distribution, during the Term.





2




POLAR OPPOSITES







 







8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the
Program of
US$50,000.00, which shall be payable as follows:





(a) 20% on the 15th day of the month following the first Telecast of the
Program in the
Territory; and




(b) 40% on the 15th day of the month twelve (12) months following the first
Telecast of the
Program in the Territory; and




(c) 40% on the 15th day of the month twenty-four (24) months following the
first Telecast of the
Program in the Territory; and




(d) In the event the Term is extended pursuant to Paragraph 2 above, the fee for such
extension shall be $25,000 (“Extension Fee”).


9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as
more fully set forth in
Exhibit A, attached hereto and forming a part hereof. Timely delivery of the Deliverables
shall be of
the essence of the Agreement. Licensor shall be responsible for the expense of shipping
Deliverables
from Licensor to HERE. Distributor acknowledges that Delivery is complete.



10. Editing & Narrating: HERE shall have the right to edit the Program for all
purposes, including,
without limitation, wrapping, formatting and scheduling, creating promotional interstitial
elements,
inserting commercials, and conforming with HERE’S standards and practices.



11. Advertising and Promotion Materials: Licensor hereby grants to HERE the
following rights with
respect to the Program, which rights shall be exclusive to HERE within the Territory:





     (a) The right to use, disseminate, reproduce, print and publish,
without the
payment of any additional compensation, any and all audio, visual and other
elements of the
Program, including without limitation, any clips, music (in context only unless
otherwise
specified herein) existing slides, photos and other publicity and promotional
materials
reasonably available to or under the control of Licensor (“Advertising
Materials”), subject to
any pre-existing third party contractual restrictions applicable thereto and of
which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials.
HERE’S
inadvertent or unintentional failure to comply with any such applicable
restrictions shall not
constitute a material breach of this Agreement. Licensor hereby acknowledges
HERE’S
preference for original color slides and agrees to use best efforts to furnish
same to HERE.
To the extent reasonably practical, said Advertising Materials shall be
delivered to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days
prior to
commencement of the Term, or as early as reasonably and commercial possible.
Licensor
shall deliver said Advertising Materials in accordance with the Delivery
Requirements.
Licensor understands that the furnishing of the aforementioned Advertising
Materials is a
material obligation of this Agreement and failure to comply with such is
grounds for
termination of this Agreement;




     (b) The right to create and use written summaries, extracts, and synopses for
the
purpose of advertising, exploitation and publicity;




     (c) The right to advertise, publicize, and promote the exhibition of the
Programs
by all means and/or media (including, but not limited to the Internet) in the
Language specified
herein;




     (d) The right to create television promotional spots featuring segments (not to
exceed four (4) minutes each) of the Program and the right to engage in
commercial or




3



POLAR OPPOSITES








 









promotional tie-ins with sponsors of the Program or the Telecast Service, subject
to any restrictions or obligations contained in the talent agreements and notified
by Licensor to HERE in writing in advance;




     (e) The right to use and authorize third parties to use the name, likeness and/or
voice of, and biographical information relating to, anyone who rendered services
in or in
connection with the Program, for the purpose of advertising, publicizing or
promoting the
Programs or the Telecast Service, but not so as to constitute a direct
endorsement of any
product or Telecast Service other than the Telecast Service referred to in this
Agreement, and
subject to any applicable guild and third party contractual restrictions of which
Licensor
notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or
unintentional failure to comply with any applicable guild or third party
contractual restrictions
shall not constitute a material breach of this Agreement; and




     (f) The right to submit the Program or portions thereof for awards consideration
within the Territory.


Immediately upon signature of this Agreement, Licensor shall furnish HERE with all
available promotional materials as set forth in Exhibit A. Timely delivery of all
available promotional materials is of the essence of the Agreement.



12. Warranties and Indemnification: Licensor warrants and represents that it has the
right to enter
into this Agreement, to grant all rights (including but not limited to grand rights) granted
herein and to
perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights
hereunder,
including, without limitation, the exhibition, promotion, publicity and advertising use of
the Program or
any part thereof as provided herein shall not violate the rights of any third party or cause
HERE to
have any financial liability whatsoever, except for the License Fee set forth herein and
payment to
performing rights societies such as ASCAP and BMI.



Licensor shall indemnify and hold harmless HERE from and against any claims, damages,
costs, liabilities and expenses, including but not limited to reasonable counsel fees,
relating to the Program or arising from exhibition of the Program by HERE or the Here
Networks program services, any breach of any warranty or representation made by Licensor
herein, or any promotional use by HERE of the Program or any elements thereof, in any
manner in any media (but not as a direct endorsement of any product), including without
limitation, clips, photographs and music. HERE shall similarly indemnify and hold harmless
Licensor for any breach of any warranty or representation of HERE hereunder.



13. E&O Insurance: Licensor shall cause HERE to be named as an additional insured
with respect to
the Program under Licensor’s Errors and Omissions and shall provide HERE with an endorsement
to
the policy evidencing such coverage prior to the commencement of principal photography of the
Program. Such insurance shall be in an amount not less than $1 Million/$3 Million, shall be
obtained
prior to the commencement of principal photography of the Program with no exclusions from an
entity
reasonably approved by HERE and shall have a deductible of no greater than $25,000 per claim.
Licensor shall cause its carrier to assume primary responsibility notwithstanding that HERE
also may
have its own insurance coverage. As a condition to HERE’S obligations under this Agreement,
Licensor shall provide HERE with a copy of such Errors and Omissions policy.



14. Choice of Law: This Agreement shall be governed and construed in accordance with
the laws of
the State of California applicable to contracts entered into and fully to be performed
therein. Licensor
hereby consents and submits to the jurisdiction of the federal and state courts located in
the State of
California, and any action or suit under this Agreement may be brought in any federal or
state court
with appropriate jurisdiction over the subject matter established or sitting in the State of
California.



15. Assignment: This Agreement will be binding upon and will inure to the benefit
of the parties
hereto and their respective successors and permitted assigns. Licensor may not assign,
license or





4




POLAR OPPOSITES







 







otherwise transfer its rights and/or obligations under this Agreement, in whole or in
part, to any person or entity, provided however that Licensor may assign the right to
receive payment hereunder to any third party. HERE may assign any or all of its rights and
obligations under this Agreement for purposes of distribution of the Program, or in
connection with a merger or sale of the assets of HERE, as long as assignee assumes all of
the obligations hereunder.



16. Termination: HERE shall have the right to terminate this Agreement in its sole
and absolute
discretion if Licensor fails to deliver the Program in accordance with the terms and
conditions hereof,
subject to any notice and cure provisions hereof. Except as expressly provided herein,
Licensor shall
not have the right to terminate, revoke, cancel, or rescind this Agreement for any reason
whatsoever
prior to the expiration of the Term, unless with the consent of both parties in writing.



17. Remedies: No waiver by either party of any breach hereof shall be deemed a
waiver of any
preceding or succeeding breach hereof. Notwithstanding any other provision of this
Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall
be an
action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor
seek
or be entitled to rescission, injunctive or other equitable relief.



Please sign below to indicate your acceptance of the foregoing as of the date first
written above and return all copies of the Agreement to HERE for countersignature. A fully
executed copy of the Agreement will be sent to you thereafter.






Very truly yours,




HERE NETWORKS L.L.C.





			
	By:	 	
 







			
	Its:	 	Executive Vice President
 







AGREED AND ACCEPTED:




REGENT WORLDWIDE SALES L.L.C.

on behalf of CONVERGENT FUNDING, LLC





			
	By:	 	
 







			
	Its:	 	Vice President
 










      









5




POLAR OPPOSITES







 








EXHIBIT A

DELIVERY SCHEDULE




Attached to and forming a part of the Agreement dated as of May 2, 2008,

between Here Networks L.L.C. (“HERE”) and Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC (“Licensor”).




PROGRAM DELIVERABLES 



A. HERE PROGRAM AND
TRAILER VIDEOTAPE SPECIFICATIONS



LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.



All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.



All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita Studios,
Inc., 3030 Andrita Street, Los Angeles, CA 90065, Attn: John Mongiardo.





	1.	 	Videotape formats: All programs should be delivered on the best quality master
available in the
following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP
	 
	2.	 	Program length vs. videotape length:






	 	•	 	30-minute program = 34 minutes tape
	 
	 	•	 	60-minute program = 64 minutes tape
	 
	 	•	 	90-minute program = 94 minutes tape
	 
	 	•	 	120-minute program = 124 minutes tape






	3.	 	Videotape brands: SONY; other brands require prior approval
	 
	4.	 	Air master or sub-master tapes must conform with the following:






	 	•	 	Air master programs: Recorded on a black & coded tape (video black
analog 7.5 IRE; digital 0.0mV)
with continuous time code and control track from the beginning of tape leader to the
end.
ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING.
	 
	 	•	 	Time code type: LTC drop frame DFTC (continuous control track).
	 
	 	•	 	Color bars: NTSC (analog or digital)
	 
	 	•	 	Audio Tone: 2 or 4 channels 1 KHz at 0dB analog or digital embedded audio tone.
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music &
effects only.
	 
	 	•	 	Programming video and audio levels must be referenced to the color
bars video level and audio tone level; if not, master will be rejected.






	5.	 	Videotape leader must conform with the following:






	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time
code: 00:58:00:00
	 
	 	•	 	Color bars duration: 60 seconds; time code: 00:58:30:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time
code: 00:59:30:00
	 
	 	•	 	Program slate: Title; episode #; date, duration; duration: 10 seconds; time code:
00:59:40:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time
code: 00:59:50:00
	 
	 	•	 	Program video: Actual programming starts at time code 01:00:00:00. DO
NOT include ratings,
disclaimers or FBI warnings.
	 
	 	•	 	Two-tape programs: One tape is preferred, but if program is on 2 tapes,
tape #1 program should
start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00





6




POLAR OPPOSITES







 









	6.	 	HD videotape technical standard:






	 	•	 	Resolution shall be 1920x1080 pixels 29.97-frame rate
Interlaced; referenced to
59.94HZ
(Aka1080i)
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo
music & effects only
(Dolby 5.1 channels is not accepted at this time)
	 
	 	•	 	Time code: Continuous drop-frame time code locked and referenced to the
HD video stream at the
29.97 frame rate.
	 
	 	•	 	HD Color Bars






	7.	 	Videotape container label required information:






	 	•	 	Type of recording (master, backup, dub, etc.)
	 
	 	•	 	Production agency
	 
	 	•	 	Production center
	 
	 	•	 	Program title
	 
	 	•	 	Episode title and number, if applicable
	 
	 	•	 	Program length
	 
	 	•	 	Recording standards (e.g., high band, color, etc.)
	 
	 	•	 	Audio track information (e.g., mono, stereo, etc.)
	 
	 	•	 	Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable
	 
	 	•	 	Date of production
	 
	 	•	 	Beta format videotape of all principal music themes.






	8.	 	Here technical inspection and acceptance: HERE shall have up to forty-five (45) days from delivery to
inspect the videotape master for compliance with the foregoing technical
specifications. If the master does not meet the technical specifications or is
otherwise defective, HERE shall give notice to Licensor, including a list of any
defective elements. Licensor shall have ten (10) business days from receipt of notice
to cure the defects and redeliver the master videotape. If Licensor does not cure, then
HERE shall have the option to (i) terminate this Agreement with no further liability or
obligation to Licensor, or (ii) create or cure the defective elements and charge the
cost thereof to Licensor.
	 
	B.	 	OTHER DELIVERABLES




All other Deliverables should be delivered to: here! TV, Director of Marketing, 10990
Wiishire Blvd, Penthouse, Los Angeles, California, 310-806-4298, Attn: Andrea Krauss





	1.	 	Promotional materials: All available advertising and promotional print materials
relate to the Programs
including:






	 	•	 	Ad slicks, slides, press announcements, on-air promos and trailers (if available).
	 
	 	•	 	Color production stills with captions, texted and textless key art and poster
art; captioned
host/star/director head shots all in the highest resolution available on all of the
following formats
available: diskette and transparencies.
	 
	 	•	 	On diskette and hard copy Program logos, a synopsis and description of the
Program (including the
title and a brief description of the Program’s topic and content), a complete list of
cast and credits,
and biographies of key Program performers and host, if any
	 
	 	•	 	Trailer and promotional spots in all digitized versions available in all formats created (if
available).






	2.	 	Complete music cue sheet and licenses for the Program: In customary form,
setting forth for each
musical composition contained within the Program, the title, type of use, duration of use
and the
names of the composer, lyricist, publisher, copyright proprietor and performing rights
society, if any
	 
	3.	 	Credit Statement: One (1) original typewritten copy with a copy on diskette in
Word 4.0 format of a
statement of credits applicable to the Program setting forth the names and credit
obligations of
Licensor with regard to all persons to whom Licensor is contractually obligated to accord
credit on the
screen, in any paid advertising.






7




POLAR OPPOSITES










 





Here
Networks L.L.C.

10990 Wilshire Boulevard, Penthouse

Los Angeles, CA 90024

Phone:310-806-4288

Fax:310-806-4268




As of May 9, 2008




Regent Worldwide Sales
L.L.C.
 on behalf of Convergent Funding, LLC

10990 Wilshire Boulevard,

Suite 1150
 Los Angeles, CA 90024




     Re: HOUSE OF USHER



Ladies & Gentlemen:



This will acknowledge and confirm the terms pursuant to which REGENT WORLDWIDE SALES
L.L.C. on behalf of CONVERGENT FUNDING, LLC (“Licensor) has agreed to license to HERE
NETWORKS L.L.C. (“HERE”) the motion picture entitled HOUSE OF USHER (the “Program”) for
exhibition on Here Networks program services (“Here Networks”). For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
have agreed to the following:



1. Program(s): “Program(s)” means the motion picture(s) currently entitled: HOUSE OF
USHER
(running time [TBD] minutes inclusive of main and end titles).




(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in
accordance with
the technical specifications of HERE’s standard delivery schedule attached hereto as
Exhibit
“A:” and



(b) Shall be completely finished, fully edited and titled, and fully synchronized
with language,
dialogue, sound and music, recorded with sound equipment pursuant to valid licenses,
and in
all respects ready, and of a technical quality adequate for general first-class
Telecast (as
defined below in paragraph 5(b) in the Territory.




	2.	 	Term: The term of this agreement shall commence on the date hereof and continue
throughout the
Exhibition Period as set forth in Paragraph 3 hereof (“Term”). Additionally, prior to
expiration of the
Term, HERE shall have the option to extend the Term for an additional five (5) year
Exhibition Period,
as defined in Paragraph 3 below, by payment to Licensor of the Extension Fee as defined in
subparagraph 8(d) hereof (“Extended Term”).
	 
	3.	 	Exhibition Period: HERE shall have unlimited exhibition rights in the Program
during the period of
four (4) years (“Exhibition Period”) commencing no later than the earlier of the first
Telecast of the
Program in the Territory or 6 months from complete delivery to and acceptance by HERE of all
of the
Programs.
	 
	4.	 	Territory: HERE shall have the exclusive right to telecast the Program in the
United States and
Canada and their respective territories and possessions, including Puerto Rico, Guam and the
U.S. Virgin Islands (“Territory”) and military bases, embassies, ships, aircrafts and carriers
flying the flags
of the foregoing countries.





HOUSE OF USHER




1









 







5. Telecast and Exhibition Rights:




     (a) During the Term and throughout the Territory, HERE shall have the right to Telecast
the Program in the languages licensed hereunder on any and all Telecast Service(s) which
is and/or
are branded and/or owned in whole or in part and/or operated now or in the future by
here! Networks,
or a parent company, division, affiliate, subsidiary, or licensee thereof in the
territory (“Telecast
Service”), Such Telecast Service may be advertiser supported and/or accept and
disclose on-air
program funding in the form of underwriting.



     (b) HERE shall have the exclusive irrevocable right in the Territory to transmit,
distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard
television” and
“non-standard television” (“Telecast”). The term “standard television” means all
forms of “free
broadcast television.” The term “non-standard television” means all other forms of
“television,”
excluding free broadcast television only. The term “television” includes, without
limitation, all means,
manner and method of transmission via over-the-air, satellite, cable, broadband,
wireless, Internet
protocol, the Internet (provided access to such transmission is technologically capable
of being limited
to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any
other technology (including, without limitation, cable, free broadcast, subscription
television, pay-per-view, closed circuit and all forms and variations of video-on-demand, interactive and
delayed
exhibition), now known or hereafter devised by which a television signal is or may be
delivered
(including but not limited to analog, digital and HDTV). HERE shall have the exclusive
right, in the
Territory to promote, market, and advertise the Telecast of the Program on the Telecast
Service in all
forms of television and other media, including without limitation the Internet.
Notwithstanding the
foregoing, the parties acknowledge that Licensor may seek third party licenses during
the Term and
for the Extended Term, for all or part of the rights granted hereunder and HERE, at its
sole option,
shall have the right to relicense such rights to Licensor.



     (c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited
number of exhibition days, on each and every Telecast Service throughout the Territory
during the
Term thereof.



     (d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast
or otherwise
exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the
Territory during the Term on any form of standard or non-standard television, including
via any
transmission of the Program on the Internet.



     (e) HERE shall have the exclusive right in the Territory for the original television
premiere
of the Program such that the Program shall not have been exhibited or otherwise
exploited in any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the
Program on the
Telecast Service.



     (f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the
Program and all elements thereof throughout the world, regardless of location, on any
and all cruise
ships, theme parks, hotels, airplanes, resorts and entertainment centers that are
broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or
owned services
shall be limited to closed circuit television or a similar form of limited access
television exhibition
permitting access only within the particular theme park, resort, entertainment centers,
cruise ships,
hotels and airplanes.


6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in
both standard and
nonstandard television formats and Internet distribution in the Territory.



7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard
and nonstandard
television, including Internet distribution, during the Term.




HOUSE OF USHER




2









 







8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the
Program of US$35,000.00, which shall be payable as follows:





(a) 20% on the 15th day of the month following the first Telecast of the
Program in the
Territory; and




(b) 40% on the 15th day of the month twelve (12) months following the first
Telecast of the
Program in the Territory; and




(c) 40% on the 15th day of the month twenty-four (24) months following the
first Telecast of the
Program in the Territory; and




(d) In the event the Term is extended pursuant to Paragraph 2 above, the fee for such
extension shall be $17,500 (“Extension Fee”).


9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as
more fully set forth in
Exhibit A, attached hereto and forming a part hereof. Timely delivery of the Deliverables
shall be of
the essence of the Agreement. Licensor shall be responsible for the expense of shipping
Deliverables
from Licensor to HERE. Distributor acknowledges that Delivery is complete.



10. Editing & Narrating: HERE shall have the right to edit the Program for all
purposes, including,
without limitation, wrapping, formatting and scheduling, creating promotional interstitial
elements,
inserting commercials, and conforming with HERE’S standards and practices.



11. Advertising and Promotion Materials: Licensor hereby grants to HERE the
following rights with
respect to the Program, which rights shall be exclusive to HERE within the Territory:





     (a) The right to use, disseminate, reproduce, print and publish,
without the
payment of any additional compensation, any and all audio, visual and other
elements of the
Program, including without limitation, any clips, music (in context only unless
otherwise
specified herein) existing slides, photos and other publicity and promotional
materials
reasonably available to or under the control of Licensor (“Advertising
Materials”), subject to
any pre-existing third party contractual restrictions applicable thereto and of
which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials.
HERE’S
inadvertent or unintentional failure to comply with any such applicable
restrictions shall not
constitute a material breach of this Agreement. Licensor hereby acknowledges
HERE’S
preference for original color slides and agrees to use best efforts to furnish
same to HERE.
To the extent reasonably practical, said Advertising Materials shall be
delivered to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days
prior to
commencement of the Term, or as early as reasonably and commercial possible.
Licensor
shall deliver said Advertising Materials in accordance with the Delivery
Requirements.
Licensor understands that the furnishing of the aforementioned Advertising
Materials is a
material obligation of this Agreement and failure to comply with such is grounds
for
termination of this Agreement;




     (b) The right to create and use written summaries, extracts, and synopses for
the
purpose of advertising, exploitation and publicity;




     (c) The right to advertise, publicize, and promote the exhibition of the
Programs
by all means and/or media (including, but not limited to the Internet) in the
Language specified
herein;




     (d) The right to create television promotional spots featuring segments (not to
exceed four (4) minutes each) of the Program and the right to engage in
commercial or



HOUSE OF USHER




3









 









promotional tie-ins with sponsors of the Program or the Telecast Service, subject
to any restrictions or obligations contained in the talent agreements and notified
by Licensor to HERE in writing in advance;




     (e) The right to use and authorize third parties to use the name, likeness and/or
voice of, and biographical information relating to, anyone who rendered services
in or in
connection with the Program, for the purpose of advertising, publicizing or
promoting the
Programs or the Telecast Service, but not so as to constitute a direct
endorsement of any
product or Telecast Service other than the Telecast Service referred to in this
Agreement, and
subject to any applicable guild and third party contractual restrictions of which
Licensor
notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or
unintentional failure to comply with any applicable guild or third party
contractual restrictions
shall not constitute a material breach of this Agreement; and




     (f) The right to submit the Program or portions thereof for awards consideration
within the Territory.


Immediately upon signature of this Agreement, Licensor shall furnish HERE with all
available promotional materials as set forth in Exhibit A. Timely delivery of all
available promotional materials is of the essence of the Agreement.



12. Warranties and Indemnification: Licensor warrants and represents that it has the
right to enter
into this Agreement, to grant all rights (including but not limited to grand rights) granted
herein and to
perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights
hereunder,
including, without limitation, the exhibition, promotion, publicity and advertising use of
the Program or
any part thereof as provided herein shall not violate the rights of any third party or cause
HERE to
have any financial liability whatsoever, except for the License Fee set forth herein and
payment to
performing rights societies such as ASCAP and BMI.



Licensor shall indemnify and hold harmless HERE from and against any claims, damages,
costs, liabilities and expenses, including but not limited to reasonable counsel fees,
relating to the Program or arising from exhibition of the Program by HERE or the Here
Networks program services, any breach of any warranty or representation made by Licensor
herein, or any promotional use by HERE of the Program or any elements thereof, in any
manner in any media (but not as a direct endorsement of any product), including without
limitation, clips, photographs and music. HERE shall similarly indemnify and hold
harmless Licensor for any breach of any warranty or representation of HERE hereunder.



13. E&O Insurance: Licensor shall cause HERE to be named as an additional insured
with respect to
the Program under Licensor’s Errors and Omissions and shall provide HERE with an endorsement
to
the policy evidencing such coverage prior to the commencement of principal photography of the
Program. Such insurance shall be in an amount not less than $1 Million/$3 Million, shall be
obtained
prior to the commencement of principal photography of the Program with no exclusions from an
entity
reasonably approved by HERE and shall have a deductible of no greater than $25,000 per claim.
Licensor shall cause its carrier to assume primary responsibility notwithstanding that HERE
also may
have its own insurance coverage. As a condition to HERE’S obligations under this Agreement,
Licensor shall provide HERE with a copy of such Errors and Omissions policy.



14. Choice of Law: This Agreement shall be governed and construed in accordance with
the laws of
the State of California applicable to contracts entered into and fully to be performed
therein. Licensor
hereby consents and submits to the jurisdiction of the federal and state courts located in
the State of
California, and any action or suit under this Agreement may be brought in any federal or
state court
with appropriate jurisdiction over the subject matter established or sitting in the State of
California.



15. Assignment: This Agreement will be binding upon and will inure to the benefit
of the parties
hereto and their respective successors and permitted assigns. Licensor may not assign,
license or




HOUSE OF USHER




4









 







otherwise transfer its rights and/or obligations under this Agreement, in whole or in part, to any
person or entity, provided however that Licensor may assign the right to receive payment hereunder
to any third party. HERE may assign any or all of its rights and obligations under this Agreement
for
purposes of distribution of the Program, or in connection with a merger or sale of the assets of
HERE, as long as assignee assumes all of the obligations hereunder.



16. Termination: HERE shall have the right to terminate this Agreement in its sole and
absolute
discretion if Licensor fails to deliver the Program in accordance with the terms and conditions
hereof,
subject to any notice and cure provisions hereof. Except as expressly provided herein, Licensor
shall
not have the right to terminate, revoke, cancel, or rescind this Agreement for any reason
whatsoever
prior to the expiration of the Term, unless with the consent of both parties in writing.



17. Remedies: No waiver by either party of any breach hereof shall be deemed a waiver of
any
preceding or succeeding breach hereof. Notwithstanding any other provision of this Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall be
an
action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor seek
or be entitled to rescission, injunctive or other equitable relief.



Please sign below to indicate your acceptance of the foregoing as of the date first written above
and return all copies of the Agreement to HERE for countersignature. A fully executed copy of the
Agreement will be sent to you thereafter.






Very truly yours,




HERE NETWORKS L.L.C.





			
	By:	 	
 







			
	Its:	 	Executive Vice President
 







AGREED AND ACCEPTED:




REGENT WORLDWIDE SALES L.L.C.

on behalf of CONVERGENT FUNDING, LLC





			
	By:	 	
 







			
	Its:	 	Vice President
 










      








HOUSE OF USHER




5









 








EXHIBIT A

DELIVERY SCHEDULE




Attached to and forming a part of the Agreement dated as of May 9, 2008,

between Here Networks L.L.C. (“HERE”) and Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC (“Licensor”).




PROGRAM DELIVERABLES 



A. HERE PROGRAM AND
TRAILER VIDEOTAPE SPECIFICATIONS



LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.



All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.



All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita Studios,
Inc., 3030 Andrita Street, Los Angeles, CA 90065, Attn: John Mongiardo.





	1.	 	Videotape formats: All programs should be delivered on the best quality master
available in the
following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP
	 
	2.	 	Program length vs. videotape length:






	 	•	 	30-minute program = 34 minutes tape
	 
	 	•	 	60-minute program = 64 minutes tape
	 
	 	•	 	90-minute program = 94 minutes tape
	 
	 	•	 	120-minute program = 124 minutes tape






	3.	 	Videotape brands: SONY; other brands require prior approval
	 
	4.	 	Air master or sub-master tapes must conform with the following:






	 	•	 	Air master programs: Recorded on a black & coded tape (video black analog
7.5 IRE; digital 0.0mV)
with continuous time code and control track from the beginning of tape leader to the end.
ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING.
	 
	 	•	 	Time code type: LTC drop frame DFTC (continuous control track).
	 
	 	•	 	Color bars: NTSC (analog or digital)
	 
	 	•	 	Audio Tone: 2 or 4 channels 1 KHz at 0dB analog or digital embedded audio tone.
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music &
effects only.
	 
	 	•	 	Programming video and audio levels must be referenced to the color
bars video level and audio tone level; if not, master will be rejected.






	5.	 	Videotape leader must conform with the following:






	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time code:
00:58:00:00
	 
	 	•	 	Color bars duration: 60 seconds; time code: 00:58:30:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code:
00:59:30:00
	 
	 	•	 	Program slate: Title; episode #; date, duration; duration: 10 seconds; time code:
00:59:40:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code:
00:59:50:00
	 
	 	•	 	Program video: Actual programming starts at time code 01:00:00:00. DO
NOT include ratings,
disclaimers or FBI warnings.
	 
	 	•	 	Two-tape programs: One tape is preferred, but if program is on 2 tapes,
tape #1 program should
start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00





HOUSE OF USHER




6









 









	6.	 	HD videotape technical standard:






	 	•	 	Resolution shall be 1920x1080 pixels 29.97-frame rate Interlaced;
referenced to 59.94HZ
(Aka1080i)
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo
music & effects only
(Dolby 5.1 channels is not accepted at this time)
	 
	 	•	 	Time code: Continuous drop-frame time code locked and referenced to the
HD video stream at the
29.97 frame rate.
	 
	 	•	 	HD Color Bars






	7.	 	Videotape container label required information:






	 	•	 	Type of recording (master, backup, dub, etc.)
	 
	 	•	 	Production agency
	 
	 	•	 	Production center
	 
	 	•	 	Program title
	 
	 	•	 	Episode title and number, if applicable
	 
	 	•	 	Program length
	 
	 	•	 	Recording standards (e.g., high band, color, etc.)
	 
	 	•	 	Audio track information (e.g., mono, stereo, etc.)
	 
	 	•	 	Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable
	 
	 	•	 	Date of production
	 
	 	•	 	Beta format videotape of all principal music themes.






	8.	 	Here technical inspection and acceptance: HERE shall have up to forty-five (45) days
from delivery to
inspect the videotape master for compliance with the foregoing technical
specifications. If the master does not meet the technical specifications or is
otherwise defective, HERE shall give notice to Licensor, including a list of any
defective elements. Licensor shall have ten (10) business days from receipt of notice
to cure the defects and redeliver the master videotape. If Licensor does not cure, then
HERE shall have the option to (i) terminate this Agreement with no further liability or
obligation to Licensor, or (ii) create or cure the defective elements and charge the
cost thereof to Licensor.
	 
	B.	 	OTHER DELIVERABLES




All other Deliverables should be delivered to: here! TV, Director of Marketing, 10990
Wilshire Blvd, Penthouse, Los Angeles, California, 310-806-4298, Attn: Andrea Krauss





	1.	 	Promotional materials: All available advertising and promotional print materials
relate to the Programs including:






	 	•	 	Ad slicks, slides, press announcements, on-air promos and trailers (if available).
	 
	 	•	 	Color production stills with captions, texted and textless key art and poster
art; captioned
host/star/director head shots all in the highest resolution available on all of the
following formats
available: diskette and transparencies.
	 
	 	•	 	On diskette and hard copy Program logos, a synopsis and description of the
Program (including the
title and a brief description of the Program’s topic and content), a complete list of
cast and credits, and biographies of key Program performers and host, if any
	 
	 	•	 	Trailer and promotional spots in all digitized versions available in all formats created (if
available).






	2.	 	Complete music cue sheet and licenses for the Program: In customary form,
setting forth for each musical composition contained within the Program, the title,
type of use, duration of use and the names of the composer, lyricist, publisher,
copyright proprietor and performing rights society, if any
	 
	3.	 	Credit Statement: One (1) original typewritten copy with a copy on diskette
in Word 4.0 format of a statement of credits applicable to the Program setting forth
the names and credit obligations of Licensor with regard to all persons to whom
Licensor is contractually obligated to accord credit on the screen, in any paid
advertising.





HOUSE OF USHER





7












 





Here Networks L.L.C.

10990 Wilshire Boulevard, Penthouse

Los Angeles, CA 90024

Phone: 310-806-4288

Fax: 310-806-4268




As of May 14, 2008




Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC

10990 Wilshire Boulevard, Suite 1150

Los Angeles, CA 90024




          Re: VIVERE



Ladies & Gentlemen:



This will acknowledge and confirm the terms pursuant to which REGENT WORLDWIDE SALES
L.L.C. on behalf of CONVERGENT FUNDING, LLC (“Licensor”) has agreed to license to HERE NETWORKS L.L.C. (“HERE”) the motion picture entitled VIVERE (the “Program”) for
exhibition on Here Networks program services (“Here Networks”). For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
have agreed to the following:



1. Program(s): “Program(s)” means the motion picture(s) currently entitled: VIVERE (running
time 97 minutes inclusive of main and end titles).





(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in
accordance with
the technical specifications of HERE’s standard delivery schedule attached hereto as
Exhibit
“A;” and




(b) Shall be completely finished, fully edited and titled, and fully synchronized with
language,
dialogue, sound and music, recorded with sound equipment pursuant to valid licenses,
and in
all respects ready, and of a technical quality adequate for general first-class
Telecast (as
defined below in paragraph 5(b) in the Territory.


2. Term: The term of this agreement shall commence on the date hereof and continue throughout
the
Exhibition Period as set forth in Paragraph 3 hereof (“Term”). Additionally, prior to
expiration of the
Term, HERE shall have the option to extend the Term for an additional five (5) year Exhibition
Period,
as defined in Paragraph 3 below, by payment to Licensor of the Extension Fee as defined in
subparagraph 8(d) hereof (“Extended Term”).



3. Exhibition Period: HERE shall have unlimited exhibition rights in the Program
during the period of four (4) years (“Exhibition Period”) commencing no later than the
earlier of the first Telecast of the Program in the Territory or 6 months from complete
delivery to and acceptance by HERE of all of the Programs.



4. Territory: HERE shall have the exclusive right to telecast the Program in the
United States and Canada and their respective territories and possessions, including
Puerto Rico, Guam and the U.S. Virgin Islands (“Territory”) and military bases, embassies,
ships, aircrafts and carriers flying the flags of the foregoing countries.




VIVERE




1









 




5. Telecast and Exhibition Rights:




     (a) During the Term and throughout the Territory, HERE shall have the right to Telecast
the Program in the languages licensed hereunder on any and all Telecast Service(s) which
is and/or
are branded and/or owned in whole or in part and/or operated now or in the future by
here! Networks,
or a parent company, division, affiliate, subsidiary, or licensee thereof in the
territory (“Telecast
Service”). Such Telecast Service may be advertiser supported and/or accept and disclose
on-air
program funding in the form of underwriting.



     (b) HERE shall have the exclusive irrevocable right in the Territory to transmit,
distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard
television” and
“non-standard television” (“Telecast”). The term “standard television” means all forms
of “free
broadcast television.” The term “non-standard television” means all other forms of
“television,”
excluding free broadcast television only. The term “television” includes, without
limitation, all means,
manner and method of transmission via over-the-air, satellite, cable, broadband,
wireless, Internet
protocol, the Internet (provided access to such transmission is technologically capable
of being limited
to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any
other technology (including, without limitation, cable, free broadcast, subscription
television, pay-per-view, closed circuit and all forms and variations of video-on-demand, interactive and
delayed
exhibition), now known or hereafter devised by which a television signal is or may be
delivered
(including but not limited to analog, digital and HDTV). HERE shall have the exclusive
right, in the
Territory to promote, market, and advertise the Telecast of the Program on the Telecast
Service in all
forms of television and other media, including without limitation the Internet.
Notwithstanding the
foregoing, the parties acknowledge that Licensor may seek third party licenses during the
Term and
for the Extended Term, for all or part of the rights granted hereunder and HERE, at its
sole option,
shall have the right to relicense such rights to Licensor.



     (c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited
number of exhibition days, on each and every Telecast Service throughout the Territory
during the
Term thereof.



     (d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast
or otherwise
exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the
Territory during the Term on any form of standard or non-standard television, including
via any
transmission of the Program on the Internet.



     (e) HERE shall have the exclusive right in the Territory for the original television
premiere
of the Program such that the Program shall not have been exhibited or otherwise exploited
in any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the
Program on the
Telecast Service.



     (f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the
Program and all elements thereof throughout the world, regardless of location, on any and
all cruise
ships, theme parks, hotels, airplanes, resorts and entertainment centers that are
broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or owned
services
shall be limited to closed circuit television or a similar form of limited access
television exhibition
permitting access only within the particular theme park, resort, entertainment centers,
cruise ships,
hotels and airplanes.


6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in
both standard and nonstandard television formats and Internet distribution in the Territory.



7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard
and nonstandard television, including Internet distribution, during the Term.




VIVERE




2









 




8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the
Program of
US$20,000.00, which shall be payable as follows:





(a) 20% on the 15th day of the month following the first Telecast of the
Program in the Territory; and




(b) 40% on the 15th day of the month twelve (12) months following the first
Telecast of the Program in the Territory; and




(c) 40% on the 15th day of the month twenty-four (24) months following the
first Telecast of the Program in the Territory; and




(d) In the event the Term is extended pursuant to Paragraph 2 above, the fee for such extension shall be $10,000 (“Extension Fee”).


9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as
more fully set forth in
Exhibit A, attached hereto and forming a part hereof. Timely delivery of the
Deliverables shall be of
the essence of the Agreement. Licensor shall be responsible for the expense of shipping
Deliverables
from Licensor to HERE. Distributor acknowledges that Delivery is complete.



10. Editing & Narrating: HERE shall have the right to edit the Program for all
purposes, including,
without limitation, wrapping, formatting and scheduling, creating promotional interstitial
elements,
inserting commercials, and conforming with HERE’S standards and practices.



11. Advertising and Promotion Materials: Licensor hereby grants to HERE the
following rights with respect to the Program, which rights shall be exclusive to HERE within the Territory:





     (a) The right to use, disseminate, reproduce, print and publish, without the
payment of any additional compensation, any and all audio, visual and other
elements of the
Program, including without limitation, any clips, music (in context only unless
otherwise
specified herein) existing slides, photos and other publicity and promotional
materials
reasonably available to or under the control of Licensor (“Advertising
Materials”), subject to
any pre-existing third party contractual restrictions applicable thereto and of
which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials.
HERE’S
inadvertent or unintentional failure to comply with any such applicable
restrictions shall not
constitute a material breach of this Agreement. Licensor hereby acknowledges
HERE’S
preference for original color slides and agrees to use best efforts to furnish
same to HERE.
To the extent reasonably practical, said Advertising Materials shall be delivered
to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days
prior to
commencement of the Term, or as early as reasonably and commercial possible.
Licensor
shall deliver said Advertising Materials in accordance with the Delivery
Requirements.
Licensor understands that the furnishing of the aforementioned Advertising
Materials is a
material obligation of this Agreement and failure to comply with such is grounds
for
termination of this Agreement;




     (b) The right to create and use written summaries, extracts, and synopses for the purpose of advertising, exploitation and publicity;




     (c) The right to advertise, publicize, and promote the exhibition of the Programs
by all means and/or media (including, but not limited to the Internet) in the
Language specified
herein;




     (d) The right to create television promotional spots featuring segments (not to
exceed four (4) minutes each) of the Program and the right to engage in commercial
or



VIVERE




3









 






promotional tie-ins with sponsors of the Program or the Telecast Service, subject to
any restrictions or obligations contained in the talent agreements and notified by
Licensor to HERE in writing in advance;




     (e) The right to use and authorize third parties to use the name, likeness and/or
voice of, and biographical information relating to, anyone who rendered services
in or in
connection with the Program, for the purpose of advertising, publicizing or
promoting the
Programs or the Telecast Service, but not so as to constitute a direct endorsement
of any
product or Telecast Service other than the Telecast Service referred to in this
Agreement, and
subject to any applicable guild and third party contractual restrictions of which
Licensor
notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or
unintentional failure to comply with any applicable guild or third party
contractual restrictions
shall not constitute a material breach of this Agreement; and




     (f) The right to submit the Program or portions thereof for awards consideration within the Territory.


Immediately upon signature of this Agreement, Licensor shall furnish HERE with all
available promotional materials as set forth in Exhibit A. Timely delivery of all available
promotional materials is of the essence of the Agreement.



12. Warranties and Indemnification: Licensor warrants and represents that it has the
right to enter
into this Agreement, to grant all rights (including but not limited to grand rights) granted
herein and to
perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights
hereunder,
including, without limitation, the exhibition, promotion, publicity and advertising use of the
Program or
any part thereof as provided herein shall not violate the rights of any third party or cause
HERE to
have any financial liability whatsoever, except for the License Fee set forth herein and
payment to
performing rights societies such as ASCAP and BMI.



Licensor shall indemnify and hold harmless HERE from and against any claims, damages,
costs, liabilities and expenses, including but not limited to reasonable counsel fees,
relating to the Program or arising from exhibition of the Program by HERE or the Here
Networks program services, any breach of any warranty or representation made by Licensor
herein, or any promotional use by HERE of the Program or any elements thereof, in any
manner in any media (but not as a direct endorsement of any product), including without
limitation, clips, photographs and music. HERE shall similarly indemnify and hold harmless
Licensor for any breach of any warranty or representation of HERE hereunder.



13. E&O Insurance: Licensor shall cause HERE to be named as an additional insured
with respect to
the Program under Licensor’s Errors and Omissions and shall provide HERE with an endorsement
to
the policy evidencing such coverage prior to the commencement of principal photography of the
Program. Such insurance shall be in an amount not less than $1 Million/$3 Million, shall be
obtained
prior to the commencement of principal photography of the Program with no exclusions from an
entity
reasonably approved by HERE and shall have a deductible of no greater than $25,000 per claim.
Licensor shall cause its carrier to assume primary responsibility notwithstanding that HERE
also may
have its own insurance coverage. As a condition to HERE’s obligations under this Agreement,
Licensor shall provide HERE with a copy of such Errors and Omissions policy.



14. Choice of Law: This Agreement shall be governed and construed in accordance with
the laws of
the State of California applicable to contracts entered into and fully to be performed
therein. Licensor
hereby consents and submits to the jurisdiction of the federal and state courts located in the
State of
California, and any action or suit under this Agreement may be brought in any federal or state
court
with appropriate jurisdiction over the subject matter established or sitting in the State of
California.



15. Assignment: This Agreement will be binding upon and will inure to the benefit
of the parties
hereto and their respective successors and permitted assigns. Licensor may not assign,
license or




VIVERE




4









 




otherwise transfer its rights and/or obligations under this Agreement, in whole or in
part, to any person or entity, provided however that Licensor may assign the right to
receive payment hereunder to any third party. HERE may assign any or all of its rights and
obligations under this Agreement for purposes of distribution of the Program, or in
connection with a merger or sale of the assets of HERE, as long as assignee assumes all of
the obligations hereunder.



16. Termination: HERE shall have the right to terminate this Agreement in its sole
and absolute
discretion if Licensor fails to deliver the Program in accordance with the terms and
conditions hereof,
subject to any notice and cure provisions hereof. Except as expressly provided herein,
Licensor shall
not have the right to terminate, revoke, cancel, or rescind this Agreement for any reason
whatsoever
prior to the expiration of the Term, unless with the consent of both parties in writing.



17. Remedies: No waiver by either party of any breach hereof shall be deemed a
waiver of any
preceding or succeeding breach hereof. Notwithstanding any other provision of this
Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall
be an
action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor
seek
or be entitled to rescission, injunctive or other equitable relief.



Please sign below to indicate your acceptance of the foregoing as of the date first
written above and return all copies of the Agreement to HERE for countersignature. A fully
executed copy of the Agreement will be sent to you thereafter.






Very truly yours,



HERE NETWORKS L.L.C.




			
	By:	 	
 







			
	Its:	 	Executive Vice President
 







AGREED AND ACCEPTED:



REGENT WORLDWIDE SALES L.L.C.

on behalf of CONVERGENT FUNDING, LLC




			
	By:	 	
 







			
	Its:	 	Vice President
 







      










VIVERE




5









 





EXHIBIT A

DELIVERY SCHEDULE




Attached to and forming a part of the Agreement dated as of May 14, 2008,

between Here Networks L.L.C. (“HERE”) and Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC (“Licensor”).




PROGRAM DELIVERABLES



A. HERE PROGRAM AND
TRAILER VIDEOTAPE SPECIFICATIONS



LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.



All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.



All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita Studios,
Inc., 3030 Andrita Street, Los Angeles, CA 90065, Attn: John Mongiardo.





	1.	 	Videotape formats: All programs should be delivered on the best quality master
available in the
following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP
	 
	2.	 	Program length vs. videotape length:






	 	•	 	30-minute program = 34 minutes tape
	 
	 	•	 	60-minute program = 64 minutes tape
	 
	 	•	 	90-minute program = 94 minutes tape
	 
	 	•	 	120-minute program = 124 minutes tape






	3.	 	Videotape brands: SONY; other brands require prior approval
	 
	4.	 	Air master or sub-master tapes must conform with the following:






	 	•	 	Air master programs: Recorded on a black & coded tape (video black analog
7.5 IRE; digital 0.0mV)
with continuous time code and control track from the beginning of tape leader to the end. ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING.
	 
	 	•	 	Time code type: LTC drop frame DFTC (continuous
control track).
	 
	 	•	 	Color bars: NTSC (analog or digital)
	 
	 	•	 	Audio Tone: 2 or 4 channels 1 KHz at OdB analog or digital embedded audio tone.
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music &
effects only.
	 
	 	•	 	Programming video and audio levels must be referenced to the color
bars video level and audio tone level; if not, master will be rejected.






	5.	 	Videotape leader must conform with the following:






	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time code:
00:58:00:00
	 
	 	•	 	Color bars duration: 60 seconds; time code: 00:58:30:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code:
00:59:30:00
	 
	 	•	 	Program slate: Title; episode #; date, duration; duration: 10 seconds; time code:
00:59:40:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code:
00:59:50:00
	 
	 	•	 	Program video: Actual programming starts at time code 01:00:00:00. DO
NOT include ratings,
disclaimers or FBI warnings.
	 
	 	•	 	Two-tape programs: One tape is preferred, but if program is on 2 tapes,
tape #1 program should
start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00





VIVERE




6









 






	6.	 	HP videotape technical standard:






	 	•	 	Resolution shall be 1920x1080 pixels 29.97-frame rate
Interlaced; referenced to 59.94HZ
(Aka1080i)
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo
music & effects only
(Dolby 5.1 channels is not accepted at this time)
	 
	 	•	 	Time code: Continuous drop-frame time code locked and referenced to the HD
video stream at the
29.97 frame rate.
	 
	 	•	 	HD Color Bars






	7.	 	Videotape container label required information:






	 	•	 	Type of recording (master, backup, dub, etc.)
	 
	 	•	 	Production agency
	 
	 	•	 	Production center
	 
	 	•	 	Program title
	 
	 	•	 	Episode title and number, if applicable
	 
	 	•	 	Program length
	 
	 	•	 	Recording standards (e.g., high band, color, etc.)
	 
	 	•	 	Audio track information (e.g., mono, stereo, etc.)
	 
	 	•	 	Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable
	 
	 	•	 	Date of production
	 
	 	•	 	Beta format videotape of all principal music themes.






	8.	 	Here technical inspection and acceptance: HERE shall have up to forty-five (45) days
from delivery to
inspect the videotape master for compliance with the foregoing technical specifications.
If the master does not meet the technical specifications or is otherwise defective, HERE
shall give notice to Licensor, including a list of any defective elements. Licensor
shall have ten (10) business days from receipt of notice to cure the defects and
redeliver the master videotape. If Licensor does not cure, then HERE shall have the
option to (i) terminate this Agreement with no further liability or obligation to
Licensor, or (ii) create or cure the defective elements and charge the cost thereof to
Licensor.





B. OTHER DELIVERABLES



All other Deliverables should be delivered to: here! TV, Director of Marketing, 10990
Wilshire Blvd, Penthouse, Los Angeles, California, 310-806-4298, Attn: Andrea Krauss





	1.	 	Promotional materials: All available advertising and promotional print materials
relate to the Programs including:






	 	•	 	Ad slicks, slides, press announcements, on-air promos and trailers (if available).
	 
	 	•	 	Color production stills with captions, texted and textless key art and poster art;
captioned
host/star/director head shots all in the highest resolution available on all of the
following formats
available: diskette and transparencies.
	 
	 	•	 	On diskette and hard copy Program logos, a synopsis and description of the Program
(including the
title and a brief description of the Program’s topic and content), a complete list of
cast and credits,
and biographies of key Program performers and host, if any
	 
	 	•	 	Trailer and promotional spots in all digitized versions available in all formats created (if
available).






	2.	 	Complete music cue sheet and licenses for the Program: In customary form,
setting forth for each
musical composition contained within the Program, the title, type of use, duration of use
and the
names of the composer, lyricist, publisher, copyright proprietor and performing rights
society, if any






	3.	 	Credit Statement: One (1) original typewritten copy with a copy on diskette in
Word 4.0 format of a
statement of credits applicable to the Program setting forth the names and credit
obligations of
Licensor with regard to all persons to whom Licensor is contractually obligated to accord
credit on the
screen, in any paid advertising.





VIVERE





7











 





Here Networks L.L.C.

10990 Wilshire Boulevard, Penthouse

Los Angeles, CA 90024

Phone: 310-806-4288

Fax: 310-806-4268




As of May 28, 2008




Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC

10990 Wilshire Boulevard, Suite 1150

Los Angeles, CA 90024




     Re: SOLAR FLARE



Ladies & Gentlemen:



This will acknowledge and confirm the terms pursuant to which REGENT WORLDWIDE SALES
L.L.C. on behalf of CONVERGENT FUNDING, LLC (“Licensor”) has agreed to license to HERE
NETWORKS L.L.C. (“HERE”) the motion picture entitled SOLAR FLARE (the “Program”) for
exhibition on Here Networks program services (“Here Networks”). For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
have agreed to the following:



1. Program(s): “Program(s)” means the motion picture(s) currently entitled: SOLAR FLARE
(running time 101 minutes inclusive of main and end titles).




(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in
accordance with
the technical specifications of HERE’s standard delivery schedule attached hereto as
Exhibit
“A;” and




(b) Shall be completely finished, fully edited and titled, and fully synchronized with
language,
dialogue, sound and music, recorded with sound equipment pursuant to valid licenses,
and in
all respects ready, and of a technical quality adequate for general first-class
Telecast (as
defined below in paragraph 5(b) in the Territory.



2. Term: The term of this agreement shall commence on the date hereof and continue
throughout the
Exhibition Period as set forth in Paragraph 3 hereof (“Term”). Additionally, prior to
expiration of the
Term, HERE shall have the option to extend the Term for an additional five (5) year Exhibition
Period,
as defined in Paragraph 3 below, by payment to Licensor of the Extension Fee as defined in
subparagraph 8(d) hereof (“Extended Term”).



3. Exhibition Period: HERE shall have unlimited exhibition rights in the Program
during the period of
four (4) years (“Exhibition Period”) commencing no later than the earlier of the first
Telecast of the
Program in the Territory or 6 months from complete delivery to and acceptance by HERE of all
of the
Programs.



4. Territory: HERE shall have the exclusive right to telecast the Program in the
United States and
Canada and their respective territories and possessions, including Puerto Rico, Guam and the
U.S.
Virgin Islands (“Territory”) and military bases, embassies, ships, aircrafts and carriers
flying the flags
of the foregoing countries.


SOLAR FLARE



1









 





5. Telecast and Exhibition Rights:



     (a) During the Term and throughout the Territory, HERE shall have the right to Telecast
the Program in the languages licensed hereunder on any and all Telecast Service(s) which
is and/or
are branded and/or owned in whole or in part and/or operated now or in the future by
here! Networks,
or a parent company, division, affiliate, subsidiary, or licensee thereof in the
territory (“Telecast
Service”). Such Telecast Service may be advertiser supported and/or accept and disclose
on-air
program funding in the form of underwriting.



     (b) HERE shall have the exclusive irrevocable right in the Territory to transmit,
distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard
television” and
“non-standard television” (“Telecast”). The term “standard television” means all forms
of “free
broadcast television.” The term “non-standard television” means all other forms of
“television,”
excluding free broadcast television only. The term “television” includes, without
limitation, all means,
manner and method of transmission via over-the-air, satellite, cable, broadband,
wireless, Internet
protocol, the Internet (provided access to such transmission is technologically capable
of being limited
to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any
other technology (including, without limitation, cable, free broadcast, subscription
television, pay-per-view, closed circuit and all forms and variations of video-on-demand, interactive and
delayed
exhibition), now known or hereafter devised by which a television signal is or may be
delivered
(including but not limited to analog, digital and HDTV). HERE shall have the exclusive
right, in the
Territory to promote, market, and advertise the Telecast of the Program on the Telecast
Service in all
forms of television and other media, including without limitation the Internet.
Notwithstanding the
foregoing, the parties acknowledge that Licensor may seek third party licenses during the
Term and
for the Extended Term, for all or part of the rights granted hereunder and HERE, at its
sole option,
shall have the right to relicense such rights to Licensor.



     (c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited
number of exhibition days, on each and every Telecast Service throughout the Territory
during the
Term thereof.



     (d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast
or otherwise
exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the
Territory during the Term on any form of standard or non-standard television, including
via any
transmission of the Program on the Internet.



     (e) HERE shall have the exclusive right in the Territory for the original television
premiere
of the Program such that the Program shall not have been exhibited or otherwise exploited
in any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the
Program on the
Telecast Service.



     (f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the
Program and all elements thereof throughout the world, regardless of location, on any and
all cruise
ships, theme parks, hotels, airplanes, resorts and entertainment centers that are
broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or owned
services
shall be limited to closed circuit television or a similar form of limited access
television exhibition
permitting access only within the particular theme park, resort, entertainment centers,
cruise ships,
hotels and airplanes.



6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in
both standard and nonstandard television formats and Internet distribution in the Territory.



7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard
and nonstandard television, including Internet distribution, during the Term.


SOLAR FLARE



2









 





8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the
Program of US$50,000.00, which shall be payable as follows:




(a) 20% on the 15th day of the month following the first Telecast of the
Program in the Territory; and




(b) 40% on the 15th day of the month twelve (12) months following the first
Telecast of the
Program in the Territory; and




(c) 40% on the 15th day of the month twenty-four (24) months following the
first Telecast of the
Program in the Territory; and




(d) In the event the Term is extended pursuant to Paragraph 2 above, the fee for such
extension shall be $25,000 (“Extension Fee”).



9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as
more fully set forth in
Exhibit A, attached hereto and forming a part hereof. Timely delivery of the Deliverables
shall be of
the essence of the Agreement. Licensor shall be responsible for the expense of shipping
Deliverables
from Licensor to HERE. Distributor acknowledges that Delivery is complete.



10. Editing & Narrating: HERE shall have the right to edit the Program for all
purposes, including,
without limitation, wrapping, formatting and scheduling, creating promotional interstitial
elements,
inserting commercials, and conforming with HERE’S standards and practices.



11. Advertising and Promotion Materials: Licensor hereby grants to HERE the following
rights with respect to the Program, which rights shall be exclusive to HERE within the Territory:




     (a) The right to use, disseminate, reproduce, print and publish, without the
payment of any additional compensation, any and all audio, visual and other
elements of the
Program, including without limitation, any clips, music (in context only unless
otherwise
specified herein) existing slides, photos and other publicity and promotional
materials
reasonably available to or under the control of Licensor (“Advertising
Materials”), subject to
any pre-existing third party contractual restrictions applicable thereto and of
which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials.
HERE’S
inadvertent or unintentional failure to comply with any such applicable
restrictions shall not
constitute a material breach of this Agreement. Licensor hereby acknowledges
HERE’S
preference for original color slides and agrees to use best efforts to furnish
same to HERE.
To the extent reasonably practical, said Advertising Materials shall be delivered
to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days
prior to
commencement of the Term, or as early as reasonably and commercial possible.
Licensor
shall deliver said Advertising Materials in accordance with the Delivery
Requirements.
Licensor understands that the furnishing of the aforementioned Advertising
Materials is a
material obligation of this Agreement and failure to comply with such is grounds
for
termination of this Agreement;




     (b) The right to create and use written summaries, extracts, and synopses for the
purpose of advertising, exploitation and publicity;




     (c) The right to advertise, publicize, and promote the exhibition of the Programs
by all means and/or media (including, but not limited to the Internet) in the
Language specified herein;




     (d) The right to create television promotional spots featuring segments (not to
exceed four (4) minutes each) of the Program and the right to engage in commercial
or



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3









 







promotional tie-ins with sponsors of the Program or the Telecast Service, subject
to any restrictions or obligations contained in the talent agreements and notified
by Licensor to HERE in writing in advance;




     (e) The right to use and authorize third parties to use the name, likeness and/or
voice of, and biographical information relating to, anyone who rendered services in
or in
connection with the Program, for the purpose of advertising, publicizing or
promoting the
Programs or the Telecast Service, but not so as to constitute a direct endorsement
of any
product or Telecast Service other than the Telecast Service referred to in this
Agreement, and
subject to any applicable guild and third party contractual restrictions of which
Licensor
notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or
unintentional failure to comply with any applicable guild or third party
contractual restrictions
shall not constitute a material breach of this Agreement; and




     (f) The right to submit the Program or portions thereof for awards consideration
within the Territory.



Immediately upon signature of this Agreement, Licensor shall furnish HERE with all
available promotional materials as set forth in Exhibit A. Timely delivery of all
available promotional materials is of the essence of the Agreement.



12. Warranties and Indemnification: Licensor warrants and represents that it has the
right to enter
into this Agreement, to grant all rights (including but not limited to grand rights) granted
herein and to
perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights
hereunder,
including, without limitation, the exhibition, promotion, publicity and advertising use of the
Program or
any part thereof as provided herein shall not violate the rights of any third party or cause
HERE to
have any financial liability whatsoever, except for the License Fee set forth herein and
payment to
performing rights societies such as ASCAP and BMI.



Licensor shall indemnify and hold harmless HERE from and against any claims, damages,
costs, liabilities and expenses, including but not limited to reasonable counsel fees,
relating to the Program or arising from exhibition of the Program by HERE or the Here
Networks program services, any breach of any warranty or representation made by Licensor
herein, or any promotional use by HERE of the Program or any elements thereof, in any
manner in any media (but not as a direct endorsement of any product), including without
limitation, clips, photographs and music. HERE shall similarly indemnify and hold harmless
Licensor for any breach of any warranty or representation of HERE hereunder.



13. E&O Insurance: Licensor shall cause HERE to be named as an additional insured
with respect to
the Program under Licensor’s Errors and Omissions and shall provide HERE with an endorsement
to
the policy evidencing such coverage prior to the commencement of principal photography of the
Program. Such insurance shall be in an amount not less than $1 Million/$3 Million, shall be
obtained
prior to the commencement of principal photography of the Program with no exclusions from an
entity
reasonably approved by HERE and shall have a deductible of no greater than $25,000 per claim.
Licensor shall cause its carrier to assume primary responsibility notwithstanding that HERE
also may
have its own insurance coverage. As a condition to HERE’s obligations under this Agreement,
Licensor shall provide HERE with a copy of such Errors and Omissions policy.



14. Choice of Law: This Agreement shall be governed and construed in accordance
with the laws of the State of California applicable to contracts entered into and fully to
be performed therein. Licensor hereby consents and submits to the jurisdiction of the
federal and state courts located in the State of California, and any action or suit under
this Agreement may be brought in any federal or state court with appropriate jurisdiction
over the subject matter established or sitting in the State of California.



15. Assignment: This Agreement will be binding upon and will inure to the benefit
of the parties hereto and their respective successors and permitted assigns. Licensor
may not assign, license or



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4









 







otherwise transfer its rights and/or obligations under this Agreement, in whole or in
part, to any person or entity, provided however that Licensor may assign the right to
receive payment hereunder to any third party. HERE may assign any or all of its rights
and obligations under this Agreement for purposes of distribution of the Program, or in
connection with a merger or sale of the assets of HERE, as long as assignee assumes all
of the obligations hereunder.



16. Termination: HERE shall have the right to terminate this Agreement in its sole
and absolute
discretion if Licensor fails to deliver the Program in accordance with the terms and
conditions hereof,
subject to any notice and cure provisions hereof. Except as expressly provided herein,
Licensor shall
not have the right to terminate, revoke, cancel, or rescind this Agreement for any reason
whatsoever
prior to the expiration of the Term, unless with the consent of both parties in writing.



17. Remedies: No waiver by either party of any breach hereof shall be deemed a waiver of any
preceding or succeeding breach hereof. Notwithstanding any other provision of this
Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall
be an
action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor
seek
or be entitled to rescission, injunctive or other equitable relief.



Please sign below to indicate your acceptance of the foregoing as of the date first
written above and return all copies of the Agreement to HERE for countersignature. A
fully executed copy of the Agreement will be sent to you thereafter.





Very truly yours,



HERE NETWORKS L.L.C.




			
	By:	 	
 







			
	Its:	 	Executive Vice President
 







AGREED AND ACCEPTED:



REGENT WORLDWIDE SALES L.L.C.

on behalf of CONVERGENT FUNDING, LLC




			
	By:	 	
 







			
	Its:	 	Vice President
 







      








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EXHIBIT A

DELIVERY SCHEDULE




Attached to and forming a part of the Agreement dated as of May 28, 2008,

between Here Networks L.L.C. (“HERE”) and Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC (“Licensor”).




PROGRAM DELIVERABLES




A. HERE PROGRAM AND
TRAILER VIDEOTAPE SPECIFICATIONS



LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.



All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.



All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita Studios,
Inc., 3030 Andrita Street, Los Angeles, CA 90065, Attn: John Mongiardo.




	1.	 	Videotape formats: All programs should be delivered on the best quality master
available in the
following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP
	 
	2.	 	Program length vs. videotape length:






	 	•	 	30-minute program = 34 minutes tape
	 
	 	•	 	60-minute program = 64 minutes tape
	 
	 	•	 	90-minute program = 94 minutes tape
	 
	 	•	 	120-minute program = 124 minutes tape






	3.	 	Videotape brands: SONY; other brands require prior approval
	 
	4.	 	Air master or sub-master tapes must conform with the following:






	 	•	 	Air master programs: Recorded on a black & coded tape (video black analog
7.5 IRE; digital 0.0m V)
with continuous time code and control track from the beginning of tape leader to the end.
ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING.
	 
	 	•	 	Time code type: LTC drop frame DFTC (continuous control track).
	 
	 	•	 	Color bars: NTSC (analog or digital)
	 
	 	•	 	Audio Tone: 2 or 4 channels 1 KHz at OdB analog or digital embedded audio tone.
	 
	 	•	 	Audio channels: Channel 1 & 2 complete stereo mix; Channel 3&4: stereo music & effects
only.
	 
	 	•	 	Programming video and audio levels must be referenced to the color bars
video level and audio
tone level; if not, master will be rejected.






	5.	 	Videotape leader must conform with the following:






	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time code:
00:58:00:00
	 
	 	•	 	Color bars duration: 60 seconds; time code: 00:58:30:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code:
00:59:30:00
	 
	 	•	 	Program slate: Title; episode #; date, duration; duration: 10 seconds; time code:
00:59:40:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code:
00:59:50:00
	 
	 	•	 	Program video: Actual programming starts at time code 01:00:00:00. DO
NOT include ratings,
disclaimers or FBI warnings.
	 
	 	•	 	Two-tape programs: One tape is preferred, but if program is on 2 tapes,
tape #1 program should
start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00




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	6.	 	HP videotape technical standard:






	 	•	 	Resolution shall be 1920x1080 pixels 29.97-frame rate Interlaced;
referenced to 59.94HZ
(Aka1080i)
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo
music & effects only
(Dolby 5.1 channels is not accepted at this time)
	 
	 	•	 	Time code: Continuous drop-frame time code locked and referenced to the HD
video stream at the
29.97 frame rate.
	 
	 	•	 	HD Color Bars






	7.	 	Videotape container label required information:






	 	•	 	Type of recording (master, backup, dub, etc.)
	 
	 	•	 	Production agency
	 
	 	•	 	Production center
	 
	 	•	 	Program title
	 
	 	•	 	Episode title and number, if applicable
	 
	 	•	 	Program length
	 
	 	•	 	Recording standards (e.g., high band, color, etc.)
	 
	 	•	 	Audio track information (e.g., mono, stereo, etc.)
	 
	 	•	 	Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable
	 
	 	•	 	Date of production
	 
	 	•	 	Beta format videotape of all principal music themes.






	8.	 	Here technical inspection and acceptance: HERE shall have up to forty-five (45) days
from delivery to
inspect the videotape master for compliance with the foregoing technical
specifications. If the master does not meet the technical specifications or is
otherwise defective, HERE shall give notice to Licensor, including a list of any
defective elements. Licensor shall have ten (10) business days from receipt of notice
to cure the defects and redeliver the master videotape. If Licensor does not cure, then
HERE shall have the option to (i) terminate this Agreement with no further liability or
obligation to Licensor, or (ii) create or cure the defective elements and charge the
cost thereof to Licensor.





B. OTHER DELIVERABLES




All other Deliverables should be delivered to: here! TV, Director of Marketing, 10990
Wilshire Blvd, Penthouse, Los Angeles, California, 310-806-4298, Attn: Andrea Krauss




	1.	 	Promotional materials: All available advertising and promotional print materials
relate to the Programs
including:






	 	•	 	Ad slicks, slides, press announcements, on-air promos and trailers (if available).
	 
	 	•	 	Color production stills with captions, texted and textless key art and poster art;
captioned
host/star/director head shots all in the highest resolution available on all of the
following formats
available: diskette and transparencies.
	 
	 	•	 	On diskette and hard copy Program logos, a synopsis and description of the Program
(including the
title and a brief description of the Program’s topic and content), a complete list of
cast and credits,
and biographies of key Program performers and host, if any
	 
	 	•	 	Trailer and promotional spots in all digitized versions available in all formats created (if
available).






	2.	 	Complete music cue sheet and licenses for the Program: In customary form,
setting forth for each
musical composition contained within the Program, the title, type of use, duration of use
and the
names of the composer, lyricist, publisher, copyright proprietor and performing rights
society, if any






	3.	 	Credit Statement: One (1) original typewritten copy with a copy on diskette in
Word 4.0 format of a
statement of credits applicable to the Program setting forth the names and credit
obligations of
Licensor with regard to all persons to whom Licensor is contractually obligated to accord
credit on the
screen, in any paid advertising.






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7











 





Here Networks L.L.C.

10990 Wilshire Boulevard, Penthouse

Los Angeles, CA 90024

Phone: 310-806-4288

Fax: 310-806-4268




As of May 29, 2008




Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC

10990 Wilshire Boulevard, Suite 1150

Los Angeles, CA 90024





			
	     Re:	 	ON THE OTHER HAND DEATH





Ladies & Gentlemen:



This will acknowledge and confirm the terms pursuant to which REGENT WORLDWIDE SALES L.L.C.
on behalf of CONVERGENT FUNDING, LLC (“Licensor”) has agreed to license to HERE NETWORKS
L.L.C. (“HERE”) the motion picture entitled ON THE OTHER HAND DEATH (the “Program”) for
exhibition on Here Networks program services (“Here Networks”). For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
have agreed to the following:



1. Program(s): “Program(s)” means the motion picture(s) currently entitled: ON THE OTHER HAND DEATH (running time 86 to 102 minutes inclusive of main and end titles).





(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in
accordance with
the technical specifications of HERE’s standard delivery schedule attached hereto as
Exhibit
“A;” and




(b) Shall be completely finished, fully edited and titled, and fully synchronized with
language,
dialogue, sound and music, recorded with sound equipment pursuant to valid licenses,
and in
all respects ready, and of a technical quality adequate for general first-class
Telecast (as
defined below in paragraph 5(b) in the Territory.


2. Term: The term of this agreement shall commence on the date hereof and continue
throughout the
Exhibition Period as set forth in Paragraph 3 hereof (“Term”). Additionally, prior to
expiration of the
Term, HERE shall have the option to extend the Term for an additional five (5) year Exhibition
Period,
as defined in Paragraph 3 below, by payment to Licensor of the Extension Fee as defined in
subparagraph 8(d) hereof (“Extended Term”).



3. Exhibition Period: HERE shall have unlimited exhibition rights in the Program
during the period of
four (4) years (“Exhibition Period”) commencing no later than the earlier of the first
Telecast of the
Program in the Territory or 6 months from complete delivery to and acceptance by HERE of all
of the
Programs.



4. Territory: HERE shall have the exclusive right to telecast the Program in the
United States and its
respective territories and possessions, including Puerto Rico, Guam and the U.S. Virgin
Islands
(“Territory”) and military bases, embassies, ships, aircrafts and carriers flying the flags of
the foregoing
countries.



ON THE OTHER HAND DEATH



1









 




5. Telecast and Exhibition Rights:




     (a) During the Term and throughout the Territory, HERE shall have the right to Telecast
the Program in the languages licensed hereunder on any and all Telecast Service(s) which
is and/or
are branded and/or owned in whole or in part and/or operated now or in the future by
here! Networks,
or a parent company, division, affiliate, subsidiary, or licensee thereof in the
territory (“Telecast
Service”). Such Telecast Service may be advertiser supported and/or accept and disclose
on-air
program funding in the form of underwriting.



     (b) HERE shall have the exclusive irrevocable right in the Territory to transmit,
distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard
television” and
“non-standard television” (“Telecast”). The term “standard television” means all forms
of “free
broadcast television.” The term “non-standard television” means all other forms of
“television,”
excluding free broadcast television only. The term “television” includes, without
limitation, all means,
manner and method of transmission via over-the-air, satellite, cable, broadband,
wireless, Internet
protocol, the Internet (provided access to such transmission is technologically capable
of being limited
to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any
other technology (including, without limitation, cable, free broadcast, subscription
television, pay-per-view, closed circuit and all forms and variations of video-on-demand, interactive and
delayed
exhibition), now known or hereafter devised by which a television signal is or may be
delivered
(including but not limited to analog, digital and HDTV). HERE shall have the exclusive
right, in the
Territory to promote, market, and advertise the Telecast of the Program on the Telecast
Service in all
forms of television and other media, including without limitation the Internet.
Notwithstanding the
foregoing, the parties acknowledge that Licensor may seek third party licenses during the
Term and
for the Extended Term, for all or part of the rights granted hereunder and HERE, at its
sole option,
shall have the right to relicense such rights to Licensor.



     (c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited
number of exhibition days, on each and every Telecast Service throughout the Territory
during the
Term thereof.



     (d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast
or otherwise
exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the
Territory during the Term on any form of standard or non-standard television, including
via any
transmission of the Program on the Internet.



     (e) HERE shall have the exclusive right in the Territory for the original television
premiere
of the Program such that the Program shall not have been exhibited or otherwise exploited
in any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the
Program on the
Telecast Service.



     (f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the
Program and all elements thereof throughout the world, regardless of location, on any and
all cruise
ships, theme parks, hotels, airplanes, resorts and entertainment centers that are
broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or owned
services
shall be limited to closed circuit television or a similar form of limited access
television exhibition
permitting access only within the particular theme park, resort, entertainment centers,
cruise ships,
hotels and airplanes.


6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in
both standard and nonstandard television formats and Internet distribution in the Territory.



7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard
and nonstandard television, including Internet distribution, during the Term.



ON THE OTHER HAND DEATH



2









 




8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the
Program of US$50,000.00, which shall be payable as follows:





(a) 20% on the 15th day of the month following the first Telecast of the Program in the Territory; and




(b) 40% on the 15th day of the month twelve (12) months following the first Telecast of the Program in the Territory; and




(c) 40% on the 15th day of the month twenty-four (24) months following the first Telecast of the Program in the Territory; and




(d) In the event the Term is extended pursuant to Paragraph 2 above, the fee for such extension shall be $25,000 (“Extension Fee”).


9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as
more fully set forth in
Exhibit A, attached hereto and forming a part hereof. Timely delivery of the Deliverables
shall be of
the essence of the Agreement. Licensor shall be responsible for the expense of shipping
Deliverables
from Licensor to HERE. Distributor acknowledges that Delivery is complete.



10. Editing & Narrating: HERE shall have the right to edit the Program for all
purposes, including,
without limitation, wrapping, formatting and scheduling, creating promotional interstitial
elements,
inserting commercials, and conforming with HERE’S standards and practices.



11. Advertising and Promotion Materials: Licensor hereby grants to HERE the
following rights with respect to the Program, which rights shall be exclusive to HERE within the Territory:





     (a) The right to use, disseminate, reproduce, print and publish, without the
payment of any additional compensation, any and all audio, visual and other
elements of the
Program, including without limitation, any clips, music (in context only unless
otherwise
specified herein) existing slides, photos and other publicity and promotional
materials
reasonably available to or under the control of Licensor (“Advertising
Materials”), subject to
any pre-existing third party contractual restrictions applicable thereto and of
which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials.
HERE’S
inadvertent or unintentional failure to comply with any such applicable
restrictions shall not
constitute a material breach of this Agreement. Licensor hereby acknowledges
HERE’S
preference for original color slides and agrees to use best efforts to furnish
same to HERE.
To the extent reasonably practical, said Advertising Materials shall be delivered
to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days
prior to
commencement of the Term, or as early as reasonably and commercial possible.
Licensor
shall deliver said Advertising Materials in accordance with the Delivery
Requirements.
Licensor understands that the furnishing of the aforementioned Advertising
Materials is a
material obligation of this Agreement and failure to comply with such is grounds
for
termination of this Agreement;




     (b) The right to create and use written summaries, extracts, and synopses for the purpose of advertising, exploitation and publicity;




     (c) The right to advertise, publicize, and promote the exhibition of the Programs
by all means and/or media (including, but not limited to the Internet) in the
Language specified
herein;




     (d) The right to create television promotional spots featuring segments (not to
exceed four (4) minutes each) of the Program and the right to engage in commercial or


ON THE OTHER HAND DEATH



3









 






promotional tie-ins with sponsors of the Program or the Telecast Service, subject to
any restrictions or obligations contained in the talent agreements and notified by
Licensor to HERE in writing in advance;




     (e) The right to use and authorize third parties to use the name, likeness and/or
voice of, and biographical information relating to, anyone who rendered services
in or in
connection with the Program, for the purpose of advertising, publicizing or
promoting the
Programs or the Telecast Service, but not so as to constitute a direct endorsement
of any
product or Telecast Service other than the Telecast Service referred to in this
Agreement, and
subject to any applicable guild and third party contractual restrictions of which
Licensor
notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or
unintentional failure to comply with any applicable guild or third party
contractual restrictions
shall not constitute a material breach of this Agreement; and




     (f) The right to submit the Program or portions thereof for awards consideration within the Territory.


Immediately upon signature of this Agreement, Licensor shall furnish HERE with all
available promotional materials as set forth in Exhibit A. Timely delivery of all available
promotional materials is of the essence of the Agreement.



12. Warranties and Indemnification: Licensor warrants and represents that it has the
right to enter
into this Agreement, to grant all rights (including but not limited to grand rights) granted
herein and to
perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights
hereunder,
including, without limitation, the exhibition, promotion, publicity and advertising use of the
Program or
any part thereof as provided herein shall not violate the rights of any third party or cause
HERE to
have any financial liability whatsoever, except for the License Fee set forth herein and
payment to
performing rights societies such as ASCAP and BMI.



Licensor shall indemnify and hold harmless HERE from and against any claims, damages,
costs, liabilities and expenses, including but not limited to reasonable counsel fees,
relating to the Program or arising from exhibition of the Program by HERE or the Here
Networks program services, any breach of any warranty or representation made by Licensor
herein, or any promotional use by HERE of the Program or any elements thereof, in any
manner in any media (but not as a direct endorsement of any product), including without
limitation, clips, photographs and music. HERE shall similarly indemnify and hold harmless
Licensor for any breach of any warranty or representation of HERE hereunder.



13. E&O Insurance: Licensor shall cause HERE to be named as an additional insured
with respect to
the Program under Licensor’s Errors and Omissions and shall provide HERE with an endorsement
to
the policy evidencing such coverage prior to the commencement of principal photography of the
Program. Such insurance shall be in an amount not less than $1 Million/$3 Million, shall be
obtained
prior to the commencement of principal photography of the Program with no exclusions from an
entity
reasonably approved by HERE and shall have a deductible of no greater than $25,000 per claim.
Licensor shall cause its carrier to assume primary responsibility notwithstanding that HERE
also may
have its own insurance coverage. As a condition to HERE’s obligations under this Agreement,
Licensor shall provide HERE with a copy of such Errors and Omissions policy.



14. Choice of Law: This Agreement shall be governed and construed in accordance with
the laws of
the State of California applicable to contracts entered into and fully to be performed
therein. Licensor
hereby consents and submits to the jurisdiction of the federal and state courts located in the
State of
California, and any action or suit under this Agreement may be brought in any federal or state
court
with appropriate jurisdiction over the subject matter established or sitting in the State of
California.




15. Assignment: This Agreement will be binding upon and will inure to the benefit
of the parties hereto and their respective successors and permitted assigns. Licensor may not assign, license or


ON THE OTHER HAND DEATH



4









 




otherwise transfer its rights and/or obligations under this Agreement, in whole or in part,
to any person or entity, provided however that Licensor may assign the right to receive
payment hereunder to any third party. HERE may assign any or all of its rights and
obligations under this Agreement for purposes of distribution of the Program, or in
connection with a merger or sale of the assets of HERE, as long as assignee assumes all of
the obligations hereunder.



16. Termination: HERE shall have the right to terminate this Agreement in its sole
and absolute
discretion if Licensor fails to deliver the Program in accordance with the terms and
conditions hereof,
subject to any notice and cure provisions hereof. Except as expressly provided herein,
Licensor shall
not have the right to terminate, revoke, cancel, or rescind this Agreement for any reason
whatsoever
prior to the expiration of the Term, unless with the consent of both parties in writing.



17. Remedies: No waiver by either party of any breach hereof shall be deemed a
waiver of any
preceding or succeeding breach hereof. Notwithstanding any other provision of this
Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall
be an
action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor
seek
or be entitled to rescission, injunctive or other equitable relief.



Please sign below to indicate your acceptance of the foregoing as of the date first written
above and return all copies of the Agreement to HERE for countersignature. A fully executed
copy of the Agreement will be sent to you thereafter.






Very truly yours,



HERE NETWORKS L.L.C.




			
	By:	 	






			
	Its:	 	Executive Vice President
 







AGREED AND ACCEPTED:



REGENT WORLDWIDE SALES L.L.C.

on behalf of CONVERGENT FUNDING, LLC




			
	By:	 	






			
	Its:	 	Vice President
 







 









ON THE OTHER HAND DEATH



5









 





EXHIBIT A

DELIVERY SCHEDULE




Attached to and forming a part of the Agreement dated as of May 29, 2008,

between Here Networks L.L.C. (“HERE”) and Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC (“Licensor”).




PROGRAM DELIVERABLES





	A.	 	HERE PROGRAM AND TRAILER VIDEOTAPE SPECIFICATIONS




LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.



All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.



All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita Studios,
Inc., 3030 Andrita Street, Los Angeles, CA 90065, Attn: John Mongiardo.





	1.	 	Videotape formats: All programs should be delivered on the best quality master
available in the following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP
	 
	2.	 	Program length vs. videotape length:






	 	•	 	30-minute program = 34 minutes tape
	 
	 	•	 	60-minute program = 64 minutes tape
	 
	 	•	 	90-minute program = 94 minutes tape
	 
	 	•	 	120-minute program = 124 minutes tape






	3.	 	Videotape brands: SONY; other brands require prior approval






	4.	 	Air master or sub-master tapes must conform with the following:






	 	•	 	Air master programs: Recorded on a black & coded tape (video black analog
7.5 IRE; digital 0.0mV) with continuous time code and control track from the beginning of tape leader to the end. ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING.
	 
	 	•	 	Time code type: LTC drop frame DFTC (continuous control track).
	 
	 	•	 	Color bars: NTSC (analog or digital)
	 
	 	•	 	Audio Tone: 2 or 4 channels 1 KHz at 0dB analog or digital embedded audio tone.
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music &
effects only.
	 
	 	•	 	Programming video and audio levels must be referenced to the color
bars video level and audio tone level; if not, master will be rejected.






	5.	 	Videotape leader must conform with the following:






	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time code:
00:58:00:00
	 
	 	•	 	Color bars duration: 60 seconds; time code: 00:58:30:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital)
duration: 10 seconds; time code:
00:59:30:00
	 
	 	•	 	Program slate: Title; episode #; date, duration; duration: 10 seconds; time code:
00:59:40:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code:
00:59:50:00
	 
	 	•	 	Program video: Actual programming starts at time code 01:00:00:00. DO
NOT include ratings, disclaimers or FBI warnings.
	 
	 	•	 	Two-tape programs: One tape is preferred, but if program is on 2 tapes,
tape #1 program should start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00




ON THE OTHER HAND DEATH



6









 






	6.	 	HP videotape technical standard:






	 	•	 	Resolution shall be 1920x1080 pixels 29.97-frame rate Interlaced; referenced to 59.94HZ (Aka1080i)
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects only (Dolby 5.1 channels is not accepted at this time)
	 
	 	•	 	Time code: Continuous drop-frame time code locked and referenced to the HD video stream at the 29.97 frame rate.
	 
	 	•	 	HD Color Bars






	7.	 	Videotape container label required information:






	 	•	 	Type of recording (master, backup, dub, etc.)
	 
	 	•	 	Production agency
	 
	 	•	 	Production center
	 
	 	•	 	Program title
	 
	 	•	 	Episode title and number, if applicable
	 
	 	•	 	Program length
	 
	 	•	 	Recording standards (e.g., high band, color, etc.)
	 
	 	•	 	Audio track information (e.g., mono, stereo, etc.)
	 
	 	•	 	Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable
	 
	 	•	 	Date of production
	 
	 	•	 	Beta format videotape of all principal music themes.






	8.	 	Here technical inspection and acceptance: HERE shall have up to forty-five (45) days
from delivery to
inspect the videotape master for compliance with the foregoing technical
specifications. If the master does not meet the technical specifications or is
otherwise defective, HERE shall give notice to Licensor, including a list of any
defective elements. Licensor shall have ten (10) business days from receipt of notice
to cure the defects and redeliver the master videotape. If Licensor does not cure, then
HERE shall have the option to (i) terminate this Agreement with no further liability or
obligation to Licensor, or (ii) create or cure the defective elements and charge the
cost thereof to Licensor.






	B.	 	OTHER DELIVERABLES




All other Deliverables should be delivered to: here! TV, Director of Marketing, 10990
Wilshire Blvd, Penthouse, Los Angeles, California, 310-806-4298, Attn: Andrea Krauss





	1.	 	Promotional materials: All available advertising and promotional print materials
relate to the Programs including:






	 	•	 	Ad slicks, slides, press announcements, on-air promos and trailers (if available).
	 
	 	•	 	Color production stills with captions, texted and textless key art and poster art;
captioned host/star/director head shots all in the highest resolution available on all of the
following formats available: diskette and transparencies.
	 
	 	•	 	On diskette and hard copy Program logos, a synopsis and description of the Program
(including the title and a brief description of the Program’s topic and content), a complete list of
cast and credits, and biographies of key Program performers and host, if any
	 
	 	•	 	Trailer and promotional spots in all digitized versions available in all formats created (if
available).






	2.	 	Complete music cue sheet and licenses for the Program: In customary form,
setting forth for each
musical composition contained within the Program, the title, type of use, duration of use
and the names of the composer, lyricist, publisher, copyright proprietor and performing rights
society, if any






	3.	 	Credit Statement: One (1) original typewritten copy with a copy on diskette in
Word 4.0 format of a statement of credits applicable to the Program setting forth the names and credit
obligations of
Licensor with regard to all persons to whom Licensor is contractually obligated to accord
credit on the
screen, in any paid advertising.






ON THE OTHER HAND DEATH



7












 





Here Networks L.L.C.

10990 Wilshire Boulevard, Penthouse

Los Angeles, CA 90024

Phone: 310-806-4288

Fax: 310-806-4268




As of June 9, 2008




Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC

10990 Wilshire Boulevard, Suite 1150

Los Angeles, CA 90024





			
	     Re:	 	ICE BLUES





Ladies & Gentlemen:



This will acknowledge and confirm the terms pursuant to which REGENT WORLDWIDE SALES L.L.C.
on behalf of CONVERGENT FUNDING, LLC (“Licensor”) has agreed to license to HERE NETWORKS
L.L.C. (“HERE”) the motion picture entitled ICE BLUES (the “Program”) for exhibition on
Here Networks program services (“Here Networks”). For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties have agreed to the
following:



1. Program(s): “Program(s)” means the motion picture(s) currently entitled: ICE BLUES
(running time 86 to 102 minutes inclusive of main and end titles).





(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in
accordance with
the technical specifications of HERE’s standard delivery schedule attached hereto as
Exhibit
“A;” and




(b) Shall be completely finished, fully edited and titled, and fully synchronized with
language,
dialogue, sound and music, recorded with sound equipment pursuant to valid licenses,
and in
all respects ready, and of a technical quality adequate for general first-class
Telecast (as
defined below in paragraph 5(b) in the Territory.


2. Term: The term of this agreement shall commence on the date hereof and continue
throughout the
Exhibition Period as set forth in Paragraph 3 hereof (“Term”). Additionally, prior to
expiration of the
Term, HERE shall have the option to extend the Term for an additional five (5) year Exhibition
Period,
as defined in Paragraph 3 below, by payment to Licensor of the Extension Fee as defined in
subparagraph 8(d) hereof (“Extended Term”).



3. Exhibition Period: HERE shall have unlimited exhibition rights in the Program
during the period of
four (4) years (“Exhibition Period”) commencing no later than the earlier of the first
Telecast of the
Program in the Territory or 6 months from complete delivery to and acceptance by HERE of all
of the
Programs.



4. Territory: HERE shall have the exclusive right to telecast the Program in the
United States and its respective territories and possessions, including Puerto Rico, Guam
and the U.S. Virgin Islands (“Territory”) and military bases, embassies, ships, aircrafts
and carriers flying the flags of the foregoing countries.



ICE BLUES



1









 




5. Telecast and Exhibition Rights:




     (a) During the Term and throughout the Territory, HERE shall have the right to Telecast
the Program in the languages licensed hereunder on any and all Telecast Service(s) which
is and/or
are branded and/or owned in whole or in part and/or operated now or in the future by
here! Networks,
or a parent company, division, affiliate, subsidiary, or licensee thereof in the
territory (“Telecast
Service”). Such Telecast Service may be advertiser supported and/or accept and disclose
on-air
program funding in the form of underwriting.



     (b) HERE shall have the exclusive irrevocable right in the Territory to transmit,
distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard
television” and
“non-standard television” (“Telecast”). The term “standard television” means all forms
of “free
broadcast television.” The term “non-standard television” means all other forms of
“television,”
excluding free broadcast television only. The term “television” includes, without
limitation, all means,
manner and method of transmission via over-the-air, satellite, cable, broadband,
wireless, Internet
protocol, the Internet (provided access to such transmission is technologically capable
of being limited
to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any
other technology (including, without limitation, cable, free broadcast, subscription
television,
pay-per-view, closed circuit and all forms and variations of video-on-demand, interactive and
delayed
exhibition), now known or hereafter devised by which a television signal is or may be
delivered
(including but not limited to analog, digital and HDTV). HERE shall have the exclusive
right, in the
Territory to promote, market, and advertise the Telecast of the Program on the Telecast
Service in all
forms of television and other media, including without limitation the Internet.
Notwithstanding the
foregoing, the parties acknowledge that Licensor may seek third party licenses during the
Term and
for the Extended Term, for all or part of the rights granted hereunder and HERE, at its
sole option,
shall have the right to relicense such rights to Licensor.



     (c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited
number of exhibition days, on each and every Telecast Service throughout the Territory
during the
Term thereof.



     (d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast
or otherwise
exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the
Territory during the Term on any form of standard or non-standard television, including
via any
transmission of the Program on the Internet.



     (e) HERE shall have the exclusive right in the Territory for the original television
premiere
of the Program such that the Program shall not have been exhibited or otherwise exploited
in any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the
Program on the
Telecast Service.



     (f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the
Program and all elements thereof throughout the world, regardless of location, on any and
all cruise
ships, theme parks, hotels, airplanes, resorts and entertainment centers that are
broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or owned
services
shall be limited to closed circuit television or a similar form of limited access
television exhibition
permitting access only within the particular theme park, resort, entertainment centers,
cruise ships,
hotels and airplanes.


6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in
both standard and nonstandard television formats and Internet distribution in the Territory.



7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard
and nonstandard television, including Internet distribution, during the Term.



ICE BLUES



2









 




8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the
Program of US$50,000.00, which shall be payable as follows:





(a) 20% on the 15th day of the month following the first Telecast of the
Program in the Territory; and




(b) 40% on the 15th day of the month twelve (12) months following the first
Telecast of the Program in the Territory; and




(c) 40% on the 15th day of the month twenty-four (24) months following the
first Telecast of the Program in the Territory; and




(d) In the event the Term is extended pursuant to Paragraph 2 above, the fee for such extension shall be $25,000 (“Extension Fee”).


9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as
more fully set forth in
Exhibit A, attached hereto and forming a part hereof. Timely delivery of the Deliverables
shall be of
the essence of the Agreement. Licensor shall be responsible for the expense of shipping
Deliverables
from Licensor to HERE. Distributor acknowledges that Delivery is complete.



10. Editing & Narrating: HERE shall have the right to edit the Program for all
purposes, including,
without limitation, wrapping, formatting and scheduling, creating promotional interstitial
elements,
inserting commercials, and conforming with HERE’S standards and practices.



11. Advertising and Promotion Materials: Licensor hereby grants to HERE the
following rights with respect to the Program, which rights shall be exclusive to HERE within the Territory:





     (a) The right to use, disseminate, reproduce, print and publish, without the
payment of any additional compensation, any and all audio, visual and other
elements of the
Program, including without limitation, any clips, music (in context only unless
otherwise
specified herein) existing slides, photos and other publicity and
promotional materials
reasonably available to or under the control of Licensor (“Advertising
Materials”), subject to
any pre-existing third party contractual restrictions applicable thereto and of
which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials.
HERE’S
inadvertent or unintentional failure to comply with any such applicable
restrictions shall not
constitute a material breach of this Agreement. Licensor hereby acknowledges
HERE’S
preference for original color slides and agrees to use best efforts to furnish
same to HERE.
To the extent reasonably practical, said Advertising Materials shall be delivered
to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days
prior to
commencement of the Term, or as early as reasonably and commercial possible.
Licensor
shall deliver said Advertising Materials in accordance with the Delivery
Requirements.
Licensor understands that the furnishing of the aforementioned Advertising
Materials is a
material obligation of this Agreement and failure to comply with such is grounds
for
termination of this Agreement;




     (b) The right to create and use written summaries, extracts, and synopses for the purpose of advertising, exploitation and publicity;




     (c) The right to advertise, publicize, and promote the exhibition of the Programs
by all means and/or media (including, but not limited to the Internet) in the
Language specified
herein;




     (d) The right to create television promotional spots featuring segments (not to
exceed four (4) minutes each) of the Program and the right to engage in commercial or


ICE BLUES



3









 






promotional tie-ins with sponsors of the Program or the Telecast Service, subject to
any restrictions or obligations contained in the talent agreements and notified by
Licensor to HERE in writing in advance;




     (e) The right to use and authorize third parties to use the name, likeness and/or
voice of, and biographical information relating to, anyone who rendered services
in or in
connection with the Program, for the purpose of advertising, publicizing or
promoting the
Programs or the Telecast Service, but not so as to constitute a direct endorsement
of any
product or Telecast Service other than the Telecast Service referred to in this
Agreement, and
subject to any applicable guild and third party contractual restrictions of which
Licensor
notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or
unintentional failure to comply with any applicable guild or third party
contractual restrictions
shall not constitute a material breach of this Agreement; and




     (f) The right to submit the Program or portions thereof for awards consideration within the Territory.


Immediately upon signature of this Agreement, Licensor shall furnish HERE with all
available promotional materials as set forth in Exhibit A. Timely delivery of all available
promotional materials is of the essence of the Agreement.



12. Warranties and Indemnification: Licensor warrants and represents that it has the
right to enter
into this Agreement, to grant all rights (including but not limited to grand rights) granted
herein and to
perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights
hereunder,
including, without limitation, the exhibition, promotion, publicity and advertising use of the
Program or
any part thereof as provided herein shall not violate the rights of any third party or cause
HERE to
have any financial liability whatsoever, except for the License Fee set forth herein and
payment to
performing rights societies such as ASCAP and BMI.



Licensor shall indemnify and hold harmless HERE from and against any claims, damages,
costs, liabilities and expenses, including but not limited to reasonable counsel fees,
relating to the Program or arising from exhibition of the Program by HERE or the Here
Networks program services, any breach of any warranty or representation made by Licensor
herein, or any promotional use by HERE of the Program or any elements thereof, in any
manner in any media (but not as a direct endorsement of any product), including without
limitation, clips, photographs and music. HERE shall similarly indemnify and hold harmless
Licensor for any breach of any warranty or representation of HERE hereunder.



13. E&O Insurance: Licensor shall cause HERE to be named as an additional insured
with respect to
the Program under Licensor’s Errors and Omissions and shall provide HERE with an endorsement
to
the policy evidencing such coverage prior to the commencement of principal photography of the
Program. Such insurance shall be in an amount not less than $1 Million/$3 Million, shall be
obtained
prior to the commencement of principal photography of the Program with no exclusions from an
entity
reasonably approved by HERE and shall have a deductible of no greater than $25,000 per claim.
Licensor shall cause its carrier to assume primary responsibility notwithstanding that HERE
also may
have its own insurance coverage. As a condition to HERE’s obligations under this Agreement,
Licensor shall provide HERE with a copy of such Errors and Omissions policy.



14. Choice of Law: This Agreement shall be governed and construed in accordance with
the laws of
the State of California applicable to contracts entered into and fully to be performed
therein. Licensor
hereby consents and submits to the jurisdiction of the federal and state courts located in the
State of
California, and any action or suit under this Agreement may be brought in any federal or state
court
with appropriate jurisdiction over the subject matter established or sitting in the State of
California.



15. Assignment: This Agreement will be binding upon and will inure to the benefit
of the parties hereto and their respective successors and permitted assigns. Licensor may not assign,
license or



ICE BLUES



4









 




otherwise transfer its rights and/or obligations under this Agreement, in whole or in part,
to any person or entity, provided however that Licensor may assign the right to receive
payment hereunder to any third party. HERE may assign any or all of its rights and
obligations under this Agreement for purposes of distribution of the Program, or in
connection with a merger or sale of the assets of HERE, as long as assignee assumes all of
the obligations hereunder.



16. Termination: HERE shall have the right to terminate this Agreement in its sole
and absolute
discretion if Licensor fails to deliver the Program in accordance with the terms and
conditions hereof,
subject to any notice and cure provisions hereof. Except as expressly provided herein,
Licensor shall
not have the right to terminate, revoke, cancel, or rescind this Agreement for any reason
whatsoever
prior to the expiration of the Term, unless with the consent of both parties in writing.



17. Remedies: No waiver by either party of any breach hereof shall be deemed a
waiver of any
preceding or succeeding breach hereof. Notwithstanding any other provision of this
Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall
be an
action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor
seek
or be entitled to rescission, injunctive or other equitable relief.



Please sign below to indicate your acceptance of the foregoing as of the date first written
above and return all copies of the Agreement to HERE for countersignature. A fully executed
copy of the Agreement will be sent to you thereafter.








Very truly yours,



HERE NETWORKS L.L.C.




			
	By:	 	
 







			
	Its:	 	Executive Vice President
 







AGREED AND ACCEPTED:



REGENT WORLDWIDE SALES L.L.C.

on behalf of CONVERGENT FUNDING, LLC




			
	By:	 	
 







			
	Its:	 	Vice President
 







      







ICE BLUES



5









 





EXHIBIT A

DELIVERY SCHEDULE




Attached to and forming a part of the Agreement dated as of June 9, 2008,

between Here Networks L.L.C. (“HERE”) and Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC (“Licensor”).




PROGRAM DELIVERABLES





	A.	 	HERE PROGRAM AND TRAILER VIDEOTAPE SPECIFICATIONS




LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.



All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.



All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita Studios,
Inc., 3030 Andrita Street, Los Angeles, CA 90065, Attn: John Mongiardo.





	1.	 	Videotape formats: All programs should be delivered on the best quality master
available in the following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP






	2.	 	Program length vs. videotape length:






	 	•	 	30-minute program = 34 minutes tape
	 
	 	•	 	60-minute program = 64 minutes tape
	 
	 	•	 	90-minute program = 94 minutes tape
	 
	 	•	 	120-minute program = 124 minutes tape






	3.	 	Videotape brands: SONY; other brands require prior approval






	4.	 	Air master or sub-master tapes must conform with the following:






	 	•	 	Air master programs: Recorded on a black & coded tape (video black analog
7.5 IRE; digital 0.0mV) with continuous time code and control track from the beginning of tape leader to the end. ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING.
	 
	 	•	 	Time code type: LTC drop frame DFTC (continuous control track).
	 
	 	•	 	Color bars: NTSC (analog or digital)
	 
	 	•	 	Audio Tone: 2 or 4 channels 1 KHz at 0dB analog or digital embedded audio tone.
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects only.
	 
	 	•	 	Programming video and audio levels must be referenced to the color bars
video level and audio tone level; if not, master will be rejected.






	5.	 	Videotape leader must conform with the following:






	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time code:
00:58:00:00
	 
	 	•	 	Color bars duration: 60 seconds; time code: 00:58:30:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code:
00:59:30:00
	 
	 	•	 	Program slate: Title; episode #; date, duration; duration: 10 seconds; time code:
00:59:40:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code:
00:59:50:00
	 
	 	•	 	Program video: Actual programming starts at time code 01:00:00:00. DO
NOT include ratings, disclaimers or FBI warnings.
	 
	 	•	 	Two-tape programs: One tape is preferred, but if program is on 2 tapes,
tape #1 program should start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00




ICE BLUES



6









 






	6.	 	HD videotape technical standard:






	 	•	 	Resolution shall be 1920x1080 pixels 29.97-frame rate Interlaced; referenced to 59.94HZ (Aka1080i)
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo
music & effects only (Dolby 5.1 channels is not accepted at this time)
	 
	 	•	 	Time code: Continuous drop-frame time code locked and referenced to the HD
video stream at the 29.97 frame rate.
	 
	 	•	 	HD Color Bars






	7.	 	Videotape container label required information:






	 	•	 	Type of recording (master, backup, dub, etc.)
	 
	 	•	 	Production agency
	 
	 	•	 	Production center
	 
	 	•	 	Program title
	 
	 	•	 	Episode title and number, if applicable
	 
	 	•	 	Program length
	 
	 	•	 	Recording standards (e.g., high band, color, etc.)
	 
	 	•	 	Audio track information (e.g., mono, stereo, etc.)
	 
	 	•	 	Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable
	 
	 	•	 	Date of production
	 
	 	•	 	Beta format videotape of all principal music themes.






	8.	 	Here technical inspection and acceptance: HERE shall have up to forty-five (45) days
from delivery to inspect the videotape master for compliance with the foregoing technical specifications.
If the master does not meet the technical specifications or is otherwise defective, HERE
shall give notice to Licensor, including a list of any defective elements. Licensor shall
have ten (10) business days from receipt of notice to cure the defects and redeliver the
master videotape. If Licensor does not cure, then HERE shall have the option to (i)
terminate this Agreement with no further liability or obligation to Licensor, or (ii)
create or cure the defective elements and charge the cost thereof to Licensor.






	B.	 	OTHER DELIVERABLES




All other Deliverables should be delivered to: here! TV, Director of Marketing, 10990
Wilshire Blvd, Penthouse, Los Angeles, California, 310-806-4298, Attn: Andrea Krauss





	1.	 	Promotional materials: All available advertising and promotional print materials
relate to the Programs including:






	 	•	 	Ad slicks, slides, press announcements, on-air promos and trailers (if available).
	 
	 	•	 	Color production stills with captions, texted and textless key art and poster art;
captioned host/star/director head shots all in the highest resolution available on all of the
following formats available: diskette and transparencies.
	 
	 	•	 	On diskette and hard copy Program logos, a synopsis and description of the Program
(including the title and a brief description of the Program’s topic and content), a complete list of
cast and credits, and biographies of key Program performers and host, if any
	 
	 	•	 	Trailer and promotional spots in all digitized versions available in all formats created (if
available).






	2.	 	Complete music cue sheet and licenses for the Program: In customary form,
setting forth for each musical composition contained within the Program, the title, type of use, duration of use
and the names of the composer, lyricist, publisher, copyright proprietor and performing rights
society, if any






	3.	 	Credit Statement: One (1) original typewritten copy with a copy on diskette in
Word 4.0 format of a statement of credits applicable to the Program setting forth the names and credit
obligations of Licensor with regard to all persons to whom Licensor is contractually obligated to accord
credit on the screen, in any paid advertising.






ICE BLUES



7












 





Here Networks L.L.C.

10990 Wilshire Boulevard, Penthouse

Los Angeles, CA 90024

Phone: 310-806-4288

Fax: 310-806-4268




As of June 25, 2008




Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC

10990 Wilshire Boulevard, Suite 1150

Los Angeles, CA 90024





			
	     Re:	 	HOLDING TREVOR





Ladies & Gentlemen:



This will acknowledge and confirm the terms pursuant to which REGENT WORLDWIDE SALES L.L.C.
on behalf of CONVERGENT FUNDING, LLC (“Licensor”) has agreed to license to HERE NETWORKS
L.L.C. (“HERE”) the motion picture entitled HOLDING TREVOR (the “Program”) for exhibition
on Here Networks program services (“Here Networks”). For good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties have agreed to the
following:



1. Program(s): “Program(s)” means the motion picture(s) currently entitled: HOLDING
TREVOR (running time 86 minutes inclusive of main and end titles).





(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in
accordance with
the technical specifications of HERE’s standard delivery schedule attached hereto as
Exhibit
“A;” and




(b) Shall be completely finished, fully edited and titled, and fully synchronized with
language,
dialogue, sound and music, recorded with sound equipment pursuant to valid licenses,
and in
all respects ready, and of a technical quality adequate for general first-class
Telecast (as
defined below in paragraph 5(b) in the Territory.


2. Term: The term of this agreement shall commence on the date hereof and continue
throughout the Exhibition Period as set forth in Paragraph 3
hereof (“Term”). Additionally,
prior to expiration of the Term, HERE shall have the option to extend the Term for an
additional five (5) year Exhibition Period, as defined in Paragraph 3 below, by payment to
Licensor of the Extension Fee as defined in subparagraph 8(d) hereof (“Extended Term”).



3. Exhibition Period: HERE shall have unlimited exhibition rights in the Program
during the period of
three (3) years (“Exhibition Period”) commencing no later than the earlier of the first
Telecast of the
Program in the Territory or 6 months from complete delivery to and acceptance by HERE of all
of the
Programs.



4. Territory: HERE shall have the exclusive right to telecast the Program in the
United States and
Canada and their respective territories and possessions, including Puerto Rico, Guam and the
U.S.
Virgin Islands (“Territory”) and military bases, embassies, ships, aircrafts and carriers
flying the flags
of the foregoing countries.



HOLDING TREVOR



1









 




5. Telecast and Exhibition Rights:




     (a) During the Term and throughout the Territory, HERE shall have the right to Telecast
the Program in the languages licensed hereunder on any and all Telecast Service(s) which
is and/or
are branded and/or owned in whole or in part and/or operated now or in the future by
here! Networks,
or a parent company, division, affiliate, subsidiary, or licensee thereof in the
territory (“Telecast
Service”). Such Telecast Service may be advertiser supported and/or accept and disclose
on-air
program funding in the form of underwriting.



     (b) HERE shall have the exclusive irrevocable right in the Territory to transmit,
distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard
television” and
“non-standard television” (“Telecast”). The term “standard television” means all forms
of “free
broadcast television.” The term “non-standard television” means all other forms of
“television,”
excluding free broadcast television only. The term “television” includes, without
limitation, all means,
manner and method of transmission via over-the-air, satellite, cable, broadband,
wireless, Internet
protocol, the Internet (provided access to such transmission is technologically capable
of being limited
to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any
other technology (including, without limitation, cable, free broadcast, subscription
television, pay-per-view, closed circuit and all forms and variations of video-on-demand, interactive and
delayed
exhibition), now known or hereafter devised by which a television signal is or may be
delivered
(including but not limited to analog, digital and HDTV). HERE shall have the exclusive
right, in the
Territory to promote, market, and advertise the Telecast of the Program on the Telecast
Service in all
forms of television and other media, including without limitation the Internet.
Notwithstanding the
foregoing, the parties acknowledge that Licensor may seek third party licenses during the
Term and
for the Extended Term, for all or part of the rights granted hereunder and HERE, at its
sole option,
shall have the right to relicense such rights to Licensor.



     (c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited
number of exhibition days, on each and every Telecast Service throughout the Territory
during the
Term thereof.



     (d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast
or otherwise
exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the
Territory during the Term on any form of standard or non-standard television, including
via any
transmission of the Program on the Internet.



     (e) HERE shall have the exclusive right in the Territory for the original television
premiere
of the Program such that the Program shall not have been exhibited or otherwise exploited
in any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the
Program on the
Telecast Service.



     (f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the
Program and all elements thereof throughout the world, regardless of location, on any and
all cruise
ships, theme parks, hotels, airplanes, resorts and entertainment centers that are
broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or owned
services
shall be limited to closed circuit television or a similar form of limited access
television exhibition
permitting access only within the particular theme park, resort, entertainment centers,
cruise ships,
hotels and airplanes.



     6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in
both standard and nonstandard television formats and Internet distribution in the Territory.



     7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard
and nonstandard television, including Internet distribution, during the Term.


HOLDING TREVOR



2









 




8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the
Program of US$25,000.00, which shall be payable as follows:





(a) 20% on the 15th day of the month following the first Telecast of the
Program in the Territory; and




(b) 40% on the 15th day of the month twelve (12) months following the first
Telecast of the Program in the Territory; and




(c) 40% on the 15th day of the month twenty-four (24) months following the
first Telecast of the Program in the Territory; and




(d) In the event the Term is extended pursuant to Paragraph 2 above, the fee for such extension shall be $12,500 (“Extension Fee”).


9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as
more fully set forth in
Exhibit A, attached hereto and forming a part hereof. Timely delivery of the Deliverables
shall be of
the essence of the Agreement. Licensor shall be responsible for the expense of shipping
Deliverables
from Licensor to HERE. Distributor acknowledges that Delivery is complete.



10. Editing & Narrating: HERE shall have the right to edit the Program for all
purposes, including,
without limitation, wrapping, formatting and scheduling, creating promotional interstitial
elements,
inserting commercials, and conforming with HERE’S standards and practices.



11. Advertising and Promotion Materials: Licensor hereby grants to HERE the
following rights with respect to the Program, which rights shall be exclusive to HERE within the Territory:





     (a) The right to use, disseminate, reproduce, print and publish, without the
payment of any additional compensation, any and all audio, visual and other
elements of the
Program, including without limitation, any clips, music (in context only unless
otherwise
specified herein) existing slides, photos and other publicity and promotional
materials
reasonably available to or under the control of Licensor (“Advertising
Materials”), subject to
any pre-existing third party contractual restrictions applicable thereto and of
which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials.
HERE’S
inadvertent or unintentional failure to comply with any such applicable
restrictions shall not
constitute a material breach of this Agreement. Licensor hereby acknowledges
HERE’S
preference for original color slides and agrees to use best efforts to furnish
same to HERE.
To the extent reasonably practical, said Advertising Materials shall be delivered
to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days
prior to
commencement of the Term, or as early as reasonably and commercial possible.
Licensor
shall deliver said Advertising Materials in accordance with the Delivery
Requirements.
Licensor understands that the furnishing of the aforementioned Advertising
Materials is a
material obligation of this Agreement and failure to comply with such is grounds
for
termination of this Agreement;




     (b) The right to create and use written summaries, extracts, and synopses for the purpose of advertising, exploitation and publicity;




     (c) The right to advertise, publicize, and promote the exhibition of the Programs
by all means and/or media (including, but not limited to the Internet) in the
Language specified herein;




     (d) The right to create television promotional spots featuring segments (not to
exceed four (4) minutes each) of the Program and the right to engage in commercial or


HOLDING TREVOR



3









 






promotional tie-ins with sponsors of the Program or the Telecast Service, subject to
any restrictions or obligations contained in the talent agreements and notified by
Licensor to HERE in writing in advance;




     (e) The right to use and authorize third parties to use the name, likeness and/or
voice of, and biographical information relating to, anyone who rendered services
in or in
connection with the Program, for the purpose of advertising, publicizing or
promoting the
Programs or the Telecast Service, but not so as to constitute a direct endorsement
of any
product or Telecast Service other than the Telecast Service referred to in this
Agreement, and
subject to any applicable guild and third party contractual restrictions of which
Licensor
notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or
unintentional failure to comply with any applicable guild or third party
contractual restrictions
shall not constitute a material breach of this Agreement; and




     (f) The right to submit the Program or portions thereof for awards consideration within the Territory.


Immediately upon signature of this Agreement, Licensor shall furnish HERE with all
available promotional materials as set forth in Exhibit A. Timely delivery of all available
promotional materials is of the essence of the Agreement.



12. Warranties and Indemnification: Licensor warrants and represents that it has the
right to enter
into this Agreement, to grant all rights (including but not limited to grand rights) granted
herein and to
perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights
hereunder,
including, without limitation, the exhibition, promotion, publicity and advertising use of the
Program or
any part thereof as provided herein shall not violate the rights of any third party or cause
HERE to
have any financial liability whatsoever, except for the License Fee set forth herein and
payment to
performing rights societies such as ASCAP and BMI.



Licensor shall indemnify and hold harmless HERE from and against any claims, damages,
costs, liabilities and expenses, including but not limited to reasonable counsel fees,
relating to the Program or arising from exhibition of the Program by HERE or the Here
Networks program services, any breach of any warranty or representation made by Licensor
herein, or any promotional use by HERE of the Program or any elements thereof, in any
manner in any media (but not as a direct endorsement of any product), including without
limitation, clips, photographs and music. HERE shall similarly indemnify and hold harmless
Licensor for any breach of any warranty or representation of HERE hereunder.



13. E&O Insurance: Licensor shall cause HERE to be named as an additional insured
with respect to
the Program under Licensor’s Errors and Omissions and shall provide HERE with an endorsement
to
the policy evidencing such coverage prior to the commencement of principal photography of the
Program. Such insurance shall be in an amount not less than $1 Million/$3 Million, shall be
obtained
prior to the commencement of principal photography of the Program with no exclusions from an
entity
reasonably approved by HERE and shall have a deductible of no greater than $25,000 per claim.
Licensor shall cause its carrier to assume primary responsibility notwithstanding that HERE
also may
have its own insurance coverage. As a condition to HERE’s obligations under this Agreement,
Licensor shall provide HERE with a copy of such Errors and Omissions policy.



14. Choice of Law: This Agreement shall be governed and construed in accordance with
the laws of
the State of California applicable to contracts entered into and fully to be performed
therein. Licensor
hereby consents and submits to the jurisdiction of the federal and state courts located in the
State of
California, and any action or suit under this Agreement may be brought in any federal or state
court
with appropriate jurisdiction over the subject matter established or sitting in the State of
California.



15. Assignment: This Agreement will be binding upon and will inure to the benefit
of the parties hereto and their respective successors and permitted assigns. Licensor may not assign,
license or



HOLDING TREVOR



4









 




otherwise transfer its rights and/or obligations under this Agreement, in whole or in part,
to any person or entity, provided however that Licensor may assign the right to receive
payment hereunder to any third party. HERE may assign any or all of its rights and
obligations under this Agreement for purposes of distribution of the Program, or in
connection with a merger or sale of the assets of HERE, as long as assignee assumes all of
the obligations hereunder.



16. Termination: HERE shall have the right to terminate this Agreement in its sole
and absolute
discretion if Licensor fails to deliver the Program in accordance with the terms and
conditions hereof,
subject to any notice and cure provisions hereof. Except as expressly provided herein,
Licensor shall
not have the right to terminate, revoke, cancel, or rescind this Agreement for any reason
whatsoever
prior to the expiration of the Term, unless with the consent of both parties in writing.



17. Remedies: No waiver by either party of any breach hereof shall be deemed a
waiver of any preceding or succeeding breach hereof. Notwithstanding any other provision of this
Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall
be an
action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor
seek
or be entitled to rescission, injunctive or other equitable relief.



Please sign below to indicate your acceptance of the foregoing as of the date first written
above and return all copies of the Agreement to HERE for countersignature. A fully executed
copy of the Agreement will be sent to you thereafter.






Very truly yours,



HERE NETWORKS L.L.C.




			
	By:	 	
 







			
	Its:	 	Executive Vice President
 







AGREED AND ACCEPTED:



REGENT WORLDWIDE SALES L.L.C.

on behalf of CONVERGENT FUNDING, LLC




			
	By:	 	
 







			
	Its:	 	Vice President
 







      









HOLDING TREVOR



5









 





EXHIBIT A

DELIVERY SCHEDULE




Attached to and forming a part of the Agreement dated as of June 25, 2008,

between Here Networks L.L.C. (“HERE”) and Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC (“Licensor”).




PROGRAM DELIVERABLES





	A.	 	HERE PROGRAM AND TRAILER VIDEOTAPE SPECIFICATIONS




LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.



All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.



All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita Studios,
Inc., 3030 Andrita Street, Los Angeles, CA 90065, Attn: John Mongiardo.





	1.	 	Videotape formats: All programs should be delivered on the best quality master
available in the
following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP
	 
	2.	 	Program length vs. videotape length:






	 	•	 	30-minute program = 34 minutes tape
	 
	 	•	 	60-minute program = 64 minutes tape
	 
	 	•	 	90-minute program = 94 minutes tape
	 
	 	•	 	120-minute program = 124 minutes tape






	3.	 	Videotape brands: SONY; other brands require prior approval






	4.	 	Air master or sub-master tapes must conform with the following:






	 	•	 	Air master programs: Recorded on a black & coded tape (video black
analog 7.5 IRE; digital 0.0mV) with continuous time code and control track from the beginning of tape leader to the
end. ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING.
	 
	 	•	 	Time code type: LTC drop frame DFTC (continuous control track).
	 
	 	•	 	Color bars: NTSC (analog or digital)
	 
	 	•	 	Audio Tone: 2 or 4 channels 1 KHz at 0dB analog or digital embedded audio tone.
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects
only.
	 
	 	•	 	Programming video and audio levels must be referenced to the color
bars video level and audio tone level; if not, master will be rejected.






	5.	 	Videotape leader must conform with the following:






	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time
code: 00:58:00:00
	 
	 	•	 	Color bars duration: 60 seconds; time code: 00:58:30:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time
code: 00:59:30:00
	 
	 	•	 	Program slate: Title; episode #; date, duration; duration: 10 seconds; time code:
00:59:40:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time
code: 00:59:50:00
	 
	 	•	 	Program video: Actual programming starts at time code 01:00:00:00. DO
NOT include ratings, disclaimers or FBI warnings.
	 
	 	•	 	Two-tape programs: One tape is preferred, but if program is on 2 tapes,
tape #1 program should start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00




HOLDING TREVOR



6









 






	6.	 	HD videotape technical standard:






	 	•	 	Resolution shall be 1920x1080 pixels 29.97-frame rate Interlaced; referenced to 59.94HZ (Aka1080i)
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo
music & effects only (Dolby 5.1 channels is not accepted at this time)
	 
	 	•	 	Time code: Continuous drop-frame time code locked and referenced to the
HD video stream at the 29.97 frame rate.
	 
	 	•	 	HD Color Bars






	7.	 	Videotape container label required information:






	 	•	 	Type of recording (master, backup, dub, etc.)
	 
	 	•	 	Production agency
	 
	 	•	 	Production center
	 
	 	•	 	Program title
	 
	 	•	 	Episode title and number, if applicable
	 
	 	•	 	Program length
	 
	 	•	 	Recording standards (e.g., high band, color, etc.)
	 
	 	•	 	Audio track information (e.g., mono, stereo, etc.)
	 
	 	•	 	Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable
	 
	 	•	 	Date of production
	 
	 	•	 	Beta format videotape of all principal music themes.






	8.	 	Here technical inspection and acceptance: HERE shall have up to forty-five (45) days
from delivery to inspect the videotape master for compliance with the foregoing technical
specifications. If the master does not meet the technical specifications or is
otherwise defective, HERE shall give notice to Licensor, including a list of any
defective elements. Licensor shall have ten (10) business days from receipt of notice
to cure the defects and redeliver the master videotape. If Licensor does not cure, then
HERE shall have the option to (i) terminate this Agreement with no further liability or
obligation to Licensor, or (ii) create or cure the defective elements and charge the
cost thereof to Licensor.






	B.	 	OTHER DELIVERABLES




All other Deliverables should be delivered to: here! TV, Director of Marketing, 10990
Wilshire Blvd, Penthouse, Los Angeles, California, 310-806-4298, Attn: Andrea Krauss





	1.	 	Promotional materials: All available advertising and promotional print
materials relate to the Programs including:






	 	•	 	Ad slicks, slides, press announcements, on-air promos and trailers (if available).
	 
	 	•	 	Color production stills with captions, texted and textless key art and poster
art; captioned
host/star/director head shots all in the highest resolution available on all of the
following formats available: diskette and transparencies.
	 
	 	•	 	On diskette and hard copy Program logos, a synopsis and description of the
Program (including the
title and a brief description of the Program’s topic and content), a complete list of
cast and credits, and biographies of key Program performers and host, if any
	 
	 	•	 	Trailer and promotional spots in all digitized versions
available in all formats created (if
available).






	2.	 	Complete music cue sheet and licenses for the Program: In customary form,
setting forth for each musical composition contained within the Program, the title, type of use, duration of use
and the names of the composer, lyricist, publisher, copyright proprietor and performing rights
society, if any






	3.	 	Credit Statement: One (1) original typewritten copy with a copy on diskette in
Word 4.0 format of a statement of credits applicable to the Program setting forth the names and credit
obligations of Licensor with regard to all persons to whom Licensor is contractually obligated to accord
credit on the screen, in any paid advertising.






HOLDING TREVOR



7












 





Here Networks L.L.C.

10990 Wilshire Boulevard, Penthouse

Los Angeles, CA 90024

Phone: 310-806-4288

Fax: 310-806-4268




As of July 1, 2008




Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC

10990 Wilshire Boulevard, Suite 1150

Los Angeles, CA 90024




     Re: CTHULHU



Ladies & Gentlemen:



This will acknowledge and confirm the terms pursuant to which REGENT WORLDWIDE SALES
L.L.C. on behalf of CONVERGENT FUNDING, LLC (“Licensor”) has agreed to license to HERE
NETWORKS L.L.C. (“HERE”) the motion picture entitled CTHULHU (the “Program”) for
exhibition on Here Networks program services (“Here Networks”). For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
have agreed to the following:



1. Program(s): “Program(s)” means the motion picture(s) currently entitled: CTHULHU (running
time
109 minutes inclusive of main and end titles).




(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in
accordance with
the technical specifications of HERE’s standard delivery schedule attached hereto as
Exhibit
“A;” and




(b) Shall be completely finished, fully edited and titled, and fully synchronized
with language,
dialogue, sound and music, recorded with sound equipment pursuant to valid licenses,
and in
all respects ready, and of a technical quality adequate for general first-class
Telecast (as
defined below in paragraph 5(b) in the Territory.



2. Term: The term of this agreement shall commence on the date hereof and continue
throughout the
Exhibition Period as set forth in Paragraph 3 hereof (“Term”). Additionally, prior to
expiration of the
Term, HERE shall have the option to extend the Term for an additional five (5) year
Exhibition Period,
as defined in Paragraph 3 below, by payment to Licensor of the Extension Fee as defined in
subparagraph 8(d) hereof (“Extended Term”).



3. Exhibition Period: HERE shall have unlimited exhibition rights in the Program
during the period of
three (3) years (“Exhibition Period”) commencing no later than the earlier of the first
Telecast of the
Program in the Territory or 6 months from complete delivery to and acceptance by HERE of all
of the
Programs.



4. Territory: HERE shall have the exclusive right to telecast the Program in the
United States and
Canada and their respective territories and possessions, including Puerto Rico, Guam and the
U.S.
Virgin Islands (“Territory”) and military bases, embassies, ships, aircrafts and carriers
flying the flags
of the foregoing countries.


CTHULHU



1









 





5. Telecast and Exhibition Rights:



     (a) During the Term and throughout the Territory, HERE shall have the right to Telecast
the Program in the languages licensed hereunder on any and all Telecast Service(s) which
is and/or
are branded and/or owned in whole or in part and/or operated now or in the future by
here! Networks,
or a parent company, division, affiliate, subsidiary, or licensee thereof in the
territory (“Telecast
Service”). Such Telecast Service may be advertiser supported and/or accept and
disclose on-air
program funding in the form of underwriting.



     (b) HERE shall have the exclusive irrevocable right in the Territory to transmit,
distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard
television” and
“non-standard television” (“Telecast”). The term “standard television” means all
forms of “free
broadcast television.” The term “non-standard television” means all other forms of
“television,”
excluding free broadcast television only. The term “television” includes, without
limitation, all means,
manner and method of transmission via over-the-air, satellite, cable, broadband,
wireless, Internet
protocol, the Internet (provided access to such transmission is technologically capable
of being limited
to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any
other technology (including, without limitation, cable, free broadcast, subscription
television, pay-per-view, closed circuit and all forms and variations of video-on-demand, interactive and
delayed
exhibition), now known or hereafter devised by which a television signal is or may be
delivered
(including but not limited to analog, digital and HDTV). HERE shall have the exclusive
right, in the
Territory to promote, market, and advertise the Telecast of the Program on the Telecast
Service in all
forms of television and other media, including without limitation the
Internet.
Notwithstanding the
foregoing, the parties acknowledge that Licensor may seek third party licenses during
the Term and
for the Extended Term, for all or part of the rights granted hereunder and HERE, at its
sole option,
shall have the right to relicense such rights to Licensor.



     (c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited
number of exhibition days, on each and every Telecast Service throughout the Territory
during the
Term thereof.



     (d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast
or otherwise
exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the
Territory during the Term on any form of standard or non-standard television, including
via any
transmission of the Program on the Internet.



     (e) HERE shall have the exclusive right in the Territory for the original television
premiere
of the Program such that the Program shall not have been exhibited or otherwise
exploited in any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the
Program on the
Telecast Service.



     (f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the
Program and all elements thereof throughout the world, regardless of location, on any
and all cruise
ships, theme parks, hotels, airplanes, resorts and entertainment centers that are
broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or
owned services
shall be limited to closed circuit television or a similar form of limited access
television exhibition
permitting access only within the particular theme park, resort, entertainment centers,
cruise ships,
hotels and airplanes.



6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in
both standard and
nonstandard television formats and Internet distribution in the Territory.



7. Exclusivity: The Program shall be exclusive to HERE in the Territory in
standard and nonstandard television, including Internet distribution, during the Term.


CTHULHU



2









 





8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the
Program of US$25,000.00, which shall be payable as follows:




     (a) 20% on the 15th day of the month following the first Telecast of the
Program in the
Territory; and




     (b) 40% on the 15th day of the month twelve (12) months following the first
Telecast of the
Program in the Territory; and




     (c) 40% on the 15th day of the month twenty-four (24) months following the
first Telecast of the
Program in the Territory; and




     (d) In the event the Term is extended pursuant to Paragraph 2 above, the fee for such
extension shall be $12,500 (“Extension Fee”).



9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as
more fully set forth in
Exhibit A, attached hereto and forming a part hereof. Timely delivery of the Deliverables
shall be of
the essence of the Agreement. Licensor shall be responsible for the expense of shipping
Deliverables
from Licensor to HERE. Distributor acknowledges that Delivery is complete.



10. Editing & Narrating: HERE shall have the right to edit the Program for all
purposes, including,
without limitation, wrapping, formatting and scheduling, creating promotional interstitial
elements,
inserting commercials, and conforming with HERE’S standards and practices.



11. Advertising and Promotion Materials: Licensor hereby grants to HERE the
following rights with
respect to the Program, which rights shall be exclusive to HERE within the Territory:




     (a) The right to use, disseminate, reproduce, print and publish, without
the
payment of any additional compensation, any and all audio, visual and other
elements of the
Program, including without limitation, any clips, music (in context only unless
otherwise
specified herein) existing slides, photos and other publicity and promotional
materials
reasonably available to or under the control of Licensor (“Advertising
Materials”), subject to
any pre-existing third party contractual restrictions applicable thereto and of
which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials.
HERE’S
inadvertent or unintentional failure to comply with any such applicable
restrictions shall not
constitute a material breach of this Agreement. Licensor hereby acknowledges
HERE’S
preference for original color slides and agrees to use best efforts to furnish
same to HERE.
To the extent reasonably practical, said Advertising Materials shall be
delivered to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days
prior to
commencement of the Term, or as early as reasonably and commercial possible.
Licensor
shall deliver said Advertising Materials in accordance with the Delivery
Requirements.
Licensor understands that the furnishing of the aforementioned Advertising
Materials is a
material obligation of this Agreement and failure to comply with such is grounds
for
termination of this Agreement;




     (b) The right to create and use written summaries, extracts, and synopses for
the
purpose of advertising, exploitation and publicity;




     (c) The right to advertise, publicize, and promote the exhibition of the
Programs
by all means and/or media (including, but not limited to the Internet) in the
Language specified
herein;




     (d) The right to create television promotional spots featuring segments (not to
exceed four (4) minutes each) of the Program and the right to engage in
commercial or



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promotional tie-ins with sponsors of the Program or the Telecast Service, subject
to any restrictions or obligations contained in the talent agreements and notified
by Licensor to HERE in writing in advance;




     (e) The right to use and authorize third parties to use the name, likeness and/or
voice of, and biographical information relating to, anyone who rendered services
in or in
connection with the Program, for the purpose of advertising, publicizing or
promoting the
Programs or the Telecast Service, but not so as to constitute a direct
endorsement of any
product or Telecast Service other than the Telecast Service referred to in this
Agreement, and
subject to any applicable guild and third party contractual restrictions of which
Licensor
notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or
unintentional failure to comply with any applicable guild or third party
contractual restrictions
shall not constitute a material breach of this Agreement; and




     (f) The right to submit the Program or portions thereof for awards consideration
within the Territory.



Immediately upon signature of this Agreement, Licensor shall furnish HERE with all
available promotional materials as set forth in Exhibit A. Timely delivery of all
available promotional materials is of the essence of the Agreement.



12. Warranties and Indemnification: Licensor warrants and represents that it has the
right to enter
into this Agreement, to grant all rights (including but not limited to grand rights) granted
herein and to
perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights
hereunder,
including, without limitation, the exhibition, promotion, publicity and advertising use of
the Program or
any part thereof as provided herein shall not violate the rights of any third party or cause
HERE to
have any financial liability whatsoever, except for the License Fee set forth herein and
payment to
performing rights societies such as ASCAP and BMI.



Licensor shall indemnify and hold harmless HERE from and against any claims, damages,
costs, liabilities and expenses, including but not limited to reasonable counsel fees,
relating to the Program or arising from exhibition of the Program by HERE or the Here
Networks program services, any breach of any warranty or representation made by Licensor
herein, or any promotional use by HERE of the Program or any elements thereof, in any
manner in any media (but not as a direct endorsement of any product), including without
limitation, clips, photographs and music. HERE shall similarly indemnify and hold
harmless Licensor for any breach of any warranty or representation of HERE hereunder.



13. E&O Insurance: Licensor shall cause HERE to be named as an additional insured
with respect to
the Program under Licensor’s Errors and Omissions and shall provide HERE with an endorsement
to
the policy evidencing such coverage prior to the commencement of principal photography of the
Program. Such insurance shall be in an amount not less than $1 Million/$3 Million, shall be
obtained
prior to the commencement of principal photography of the Program with no exclusions from an
entity
reasonably approved by HERE and shall have a deductible of no greater than $25,000 per claim.
Licensor shall cause its carrier to assume primary responsibility notwithstanding that HERE
also may
have its own insurance coverage. As a condition to HERE’s obligations under this Agreement,
Licensor shall provide HERE with a copy of such Errors and Omissions policy.



14. Choice of Law: This Agreement shall be governed and construed in accordance with
the laws of
the State of California applicable to contracts entered into and fully to be performed
therein. Licensor
hereby consents and submits to the jurisdiction of the federal and state courts located in
the State of
California, and any action or suit under this Agreement may be brought in any federal or
state court
with appropriate jurisdiction over the subject matter established or sitting in the State of
California.



15. Assignment: This Agreement will be binding upon and will inure to the benefit
of the parties
hereto and their respective successors and permitted assigns. Licensor may not assign,
license or



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otherwise transfer its rights and/or obligations under this Agreement, in whole or in part, to any
person or entity, provided however that Licensor may assign the right to receive payment hereunder
to any third party. HERE may assign any or all of its rights and obligations under this Agreement
for purposes of distribution of the Program, or in connection with a merger or sale of the assets
of HERE,
as long as assignee assumes all of the obligations hereunder.



16. Termination: HERE shall have the right to terminate this Agreement in its sole and
absolute
discretion if Licensor fails to deliver the Program in accordance with the terms and conditions
hereof,
subject to any notice and cure provisions hereof. Except as expressly provided herein, Licensor
shall
not have the right to terminate, revoke, cancel, or rescind this Agreement for any reason
whatsoever
prior to the expiration of the Term, unless with the consent of both parties in writing.



17. Remedies: No waiver by either party of any breach hereof shall be deemed a waiver of
any
preceding or succeeding breach hereof. Notwithstanding any other provision of this Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall be
an
action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor seek
or be entitled to rescission, injunctive or other equitable relief.



Please sign below to indicate your acceptance of the foregoing as of the date first written above
and return all copies of the Agreement to HERE for countersignature. A fully executed copy of the
Agreement will be sent to you thereafter.





Very truly yours,



HERE NETWORKS L.L.C.




			
	By:	 	
 







			
	Its:	 	Executive Vice President
 







AGREED AND ACCEPTED:



REGENT WORLDWIDE SALES L.L.C.

on behalf of CONVERGENT FUNDING, LLC




			
	By:	 	
 







			
	Its:	 	Vice President
 







      








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EXHIBIT A

DELIVERY SCHEDULE




Attached to and forming a part of the Agreement dated as of July 1, 2008,

between Here Networks L.L.C. (“HERE”) and Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC (“Licensor”).




PROGRAM DELIVERABLES




A. HERE PROGRAM AND
TRAILER VIDEOTAPE SPECIFICATIONS




LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.



All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.



All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita Studios,
Inc., 3030 Andrita Street, Los Angeles, CA 90065, Attn: John Mongiardo.




	1.	 	Videotape formats: All programs should be delivered on the best quality master
available in the
following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP
	 
	2.	 	Program length vs. videotape length:






	 	•	 	30-minute program = 34 minutes tape
	 
	 	•	 	60-minute program = 64 minutes tape
	 
	 	•	 	90-minute program = 94 minutes tape
	 
	 	•	 	120-minute program = 124 minutes tape






	3.	 	Videotape brands: SONY; other brands require prior approval
	 
	4.	 	Air master or sub-master tapes must conform with the following:






	 	•	 	Air master programs: Recorded on a black & coded tape (video black
analog 7.5 IRE; digital 0.0mV)
with continuous time code and control track from the beginning of tape leader to the
end.
ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING.
	 
	 	•	 	Time code type: LTC drop frame DFTC
(continuous control track).
	 
	 	•	 	Color bars: NTSC
(analog or digital)
	 
	 	•	 	Audio Tone: 2 or 4 channels 1 KHz at 0dB analog or digital embedded audio tone.
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects
only.
	 
	 	•	 	Programming video and audio levels must be referenced to the color bars
video level and audio
tone level; if not, master will be rejected.






	5.	 	Videotape leader must conform with the following:






	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital)
duration: 30 seconds; time
code: 00:58:00:00
	 
	 	•	 	Color bars duration: 60 seconds; time code: 00:58:30:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time
code: 00:59:30:00
	 
	 	•	 	Program slate: Title; episode #; date, duration; duration: 10 seconds; time code:
00:59:40:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time
code: 00:59:50:00
	 
	 	•	 	Program video: Actual programming starts at time code 01:00:00:00. DO
NOT include ratings,
disclaimers or FBI warnings.
	 
	 	•	 	Two-tape programs: One tape is preferred, but if program is on 2 tapes,
tape #1 program should
start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00




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	6.	 	HD videotape technical standard:






	 	•	 	Resolution shall be 1920x1080 pixels 29.97-frame rate Interlaced;
referenced to 59.94HZ
(Aka1080i)
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo
music & effects only
(Dolby 5.1 channels is not accepted at this time)
	 
	 	•	 	Time code: Continuous drop-frame time code locked and referenced to the
HD video stream at the
29.97 frame rate.
	 
	 	•	 	HD Color Bars






	7.	 	Videotape container label required information:






	 	•	 	Type of recording (master, backup, dub, etc.)
	 
	 	•	 	Production agency
	 
	 	•	 	Production center
	 
	 	•	 	Program title
	 
	 	•	 	Episode title and number, if applicable
	 
	 	•	 	Program length
	 
	 	•	 	Recording standards (e.g., high band, color, etc.)
	 
	 	•	 	Audio track information (e.g., mono, stereo, etc.)
	 
	 	•	 	Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable
	 
	 	•	 	Date of production
	 
	 	•	 	Beta format videotape of all principal music themes.






	8.	 	Here technical inspection and acceptance: HERE shall have up to forty-five (45) days
from delivery to
inspect the videotape master for compliance with the foregoing technical
specifications. If the master does not meet the technical specifications or is
otherwise defective, HERE shall give notice to Licensor, including a list of any
defective elements. Licensor shall have ten (10) business days from receipt of notice
to cure the defects and redeliver the master videotape. If Licensor does not cure, then
HERE shall have the option to (i) terminate this Agreement with no further liability or
obligation to Licensor, or (ii) create or cure the defective elements and charge the
cost thereof to Licensor.





B. OTHER DELIVERABLES




All other Deliverables should be delivered to: here! TV, Director of Marketing, 10990
Wilshire Blvd, Penthouse, Los Angeles, California, 310-806-4298, Attn: Andrea Krauss




	1.	 	Promotional materials: All available advertising and promotional print
materials relate to the Programs
including:






	 	•	 	Ad slicks, slides, press announcements, on-air promos and trailers (if available).
	 
	 	•	 	Color production stills with captions, texted and textless key art and poster
art; captioned
host/star/director head shots all in the highest resolution available on all of the
following formats
available: diskette and transparencies.
	 
	 	•	 	On diskette and hard copy Program logos, a synopsis and description of the
Program (including the
title and a brief description of the Program’s topic and content), a complete list of
cast and credits,
and biographies of key Program performers and host, if any
	 
	 	•	 	Trailer and promotional spots in all digitized versions available in all formats created (if
available).






	2.	 	Complete music cue sheet and licenses for the Program: In customary form,
setting forth for each
musical composition contained within the Program, the title, type of use, duration of use
and the
names of the composer, lyricist, publisher, copyright proprietor and performing rights
society, if any
	 
	3.	 	Credit Statement: One (1) original typewritten copy with a copy on diskette in
Word 4.0 format of a
statement of credits applicable to the Program setting forth the names and credit
obligations of
Licensor with regard to all persons to whom Licensor is contractually obligated to accord
credit on the
screen, in any paid advertising.






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Here Networks L.L.C.

10990 Wilshire Boulevard, Penthouse

Los Angeles, CA 90024

Phone: 310-806-4288

Fax: 310-806-4268




As of July 10, 2008




Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC

10990 Wilshire Boulevard, Suite 1150

Los Angeles, CA 90024





			
	     Re:	 	MURDER.COM





Ladies & Gentlemen:



This will acknowledge and confirm the terms pursuant to which REGENT WORLDWIDE SALES
L.L.C. on behalf of CONVERGENT FUNDING, LLC (“Licensor”) has agreed to license to HERE
NETWORKS L.L.C. (“HERE”) the motion picture entitled MURDER.COM (the “Program”) for
exhibition on Here Networks program services (“Here Networks”). For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
have agreed to the following:



1. Program(s): “Program(s)” means the motion picture(s) currently entitled: MURDER.COM
(running time 85 minutes inclusive of main and end titles).





(a) The Program shall be produced, recorded (not dubbed) and delivered in the English
language and available in hi-definition, digi-beta or beta sp video elements in
accordance with
the technical specifications of HERE’s standard delivery schedule attached hereto as
Exhibit
“A;” and




(b) Shall be completely finished, fully edited and titled, and fully synchronized
with language,
dialogue, sound and music, recorded with sound equipment pursuant to valid licenses,
and in
all respects ready, and of a technical quality adequate for general first-class
Telecast (as
defined below in paragraph 5(b) in the Territory.


2. Term: The term of this agreement shall commence on the date hereof and continue
throughout the
Exhibition Period as set forth in Paragraph 3 hereof (“Term”). Additionally, prior to
expiration of the
Term, HERE shall have the option to extend the Term for an additional five (5) year
Exhibition Period,
as defined in Paragraph 3 below, by payment to Licensor of the Extension Fee as defined in
subparagraph 8(d) hereof (“Extended Term”).



3. Exhibition Period: HERE shall have unlimited exhibition rights in the Program
during the period of
four (4) years (“Exhibition Period”) commencing no later than the earlier of the first
Telecast of the
Program in the Territory or 6 months from complete delivery to and acceptance by HERE of all
of the
Programs.



4. Territory: HERE shall have the exclusive right to telecast the Program in the
United States and Canada and their respective territories and possessions, including Puerto Rico, Guam and the U.S. Virgin Islands (“Territory”) and military bases, embassies, ships, aircrafts and carriers
flying the flags of the foregoing countries.



MURDER.COM



1









 




5. Telecast and Exhibition Rights:




     (a) During the Term and throughout the Territory, HERE shall have the right to Telecast
the Program in the languages licensed hereunder on any and all Telecast Service(s) which
is and/or
are branded and/or owned in whole or in part and/or operated now or in the future by
here! Networks,
or a parent company, division, affiliate, subsidiary, or licensee thereof in the
territory (“Telecast
Service”). Such Telecast Service may be advertiser supported and/or accept and
disclose on-air
program funding in the form of underwriting.



     (b) HERE shall have the exclusive irrevocable right in the Territory to transmit,
distribute,
perform and exhibit the Program on the Telecast Service via all forms of “standard
television” and
“non-standard television” (“Telecast”). The term “standard television” means all
forms of “free
broadcast television.” The term “non-standard television” means all other forms of
“television,”
excluding free broadcast television only. The term “television” includes, without
limitation, all means,
manner and method of transmission via over-the-air, satellite, cable, broadband,
wireless, Internet
protocol, the Internet (provided access to such transmission is technologically capable
of being limited
to the Territory, e.g., conditional access) and transmission to mobile and handheld
devices and any
other technology (including, without limitation, cable, free broadcast, subscription
television,
pay-per-view, closed circuit and all forms and variations of video-on-demand, interactive and
delayed
exhibition), now known or hereafter devised by which a television signal is or may be
delivered
(including but not limited to analog, digital and HDTV). HERE shall have the exclusive
right, in the
Territory to promote, market, and advertise the Telecast of the Program on the Telecast
Service in all
forms of television and other media, including without limitation the Internet.
Notwithstanding the
foregoing, the parties acknowledge that Licensor may seek third party licenses during
the Term and
for the Extended Term, for all or part of the rights granted hereunder and HERE, at its
sole option,
shall have the right to relicense such rights to Licensor.



     (c) HERE shall have an unlimited number of Telecasts of the Program, on an unlimited
number of exhibition days, on each and every Telecast Service throughout the Territory
during the
Term thereof.



     (d) The license granted herein is exclusive such that Licensor agrees not to Telecast or
otherwise exhibit, or authorize, cause, or permit any other person or entity to Telecast
or otherwise
exhibit in any manner or form whatsoever, the Program in any language or subtitled
version in the
Territory during the Term on any form of standard or non-standard television, including
via any
transmission of the Program on the Internet.



     (e) HERE shall have the exclusive right in the Territory for the original television
premiere
of the Program such that the Program shall not have been exhibited or otherwise
exploited in any
media whatsoever anywhere in the Territory prior to HERE’S initial Telecast of the
Program on the
Telecast Service.



     (f) Licensor irrevocably grants to HERE the exclusive, worldwide right to Telecast the
Program and all elements thereof throughout the world, regardless of location, on any
and all cruise
ships, theme parks, hotels, airplanes, resorts and entertainment centers that are
broadcasting any
Telecast Services, provided that Telecast of the Program on any such branded and/or
owned services
shall be limited to closed circuit television or a similar form of limited access
television exhibition
permitting access only within the particular theme park, resort, entertainment centers,
cruise ships,
hotels and airplanes.


6. Premiere: HERE’S initial exhibition of the Programs will constitute a premiere in
both standard and nonstandard television formats and Internet distribution in the Territory.



7. Exclusivity: The Program shall be exclusive to HERE in the Territory in standard
and nonstandard television, including Internet distribution, during the Term.



MURDER.COM



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8. License Fee: HERE shall pay Licensor a license fee (“License Fee”) for the
Program of US$50,000.00, which shall be payable as follows:





(a) 20% on the 15th day of the month following the first Telecast of the
Program in the Territory; and




(b) 40% on the 15th day of the month twelve (12) months following the
first Telecast of the Program in the Territory; and




(c) 40% on the 15th day of the month twenty-four (24) months following the
first Telecast of the Program in the Territory; and




(d) In the event the Term is extended pursuant to Paragraph 2 above, the fee for such extension shall be $25,000 (“Extension Fee”).


9. Delivery: Licensor shall deliver the materials (collectively, “Deliverables”) as
more fully set forth in
Exhibit A, attached hereto and forming a part hereof. Timely delivery of the Deliverables
shall be of
the essence of the Agreement. Licensor shall be responsible for the expense of shipping
Deliverables
from Licensor to HERE. Distributor acknowledges that Delivery is complete.



10. Editing & Narrating: HERE shall have the right to edit the Program for all
purposes, including,
without limitation, wrapping, formatting and scheduling, creating promotional interstitial
elements,
inserting commercials, and conforming with HERE’S standards and
practices.



11. Advertising and Promotion Materials: Licensor hereby grants to HERE the
following rights with respect to the Program, which rights shall be exclusive to HERE within the Territory:





     (a) The right to use, disseminate, reproduce, print and publish, without the
payment of any additional compensation, any and all audio, visual and other
elements of the
Program, including without limitation, any clips, music (in context only unless
otherwise
specified herein) existing slides, photos and other publicity and promotional
materials
reasonably available to or under the control of Licensor (“Advertising
Materials”), subject to
any pre-existing third party contractual restrictions applicable thereto and of
which Licensor
informs HERE in writing at the time of delivery of the Advertising Materials.
HERE’S
inadvertent or unintentional failure to comply with any such applicable
restrictions shall not
constitute a material breach of this Agreement. Licensor hereby acknowledges
HERE’S
preference for original color slides and agrees to use best efforts to furnish
same to HERE.
To the extent reasonably practical, said Advertising Materials shall be
delivered to HERE at
Licensor’s sole cost and expense not less than one hundred and twenty (120) days
prior to
commencement of the Term, or as early as reasonably and commercial possible.
Licensor
shall deliver said Advertising Materials in accordance with the Delivery
Requirements.
Licensor understands that the furnishing of the aforementioned Advertising
Materials is a
material obligation of this Agreement and failure to comply with such is
grounds for
termination of this Agreement;




     (b) The right to create and use written summaries, extracts, and synopses for
the purpose of advertising, exploitation and publicity;




     (c) The right to advertise, publicize, and promote the exhibition of the
Programs by all means and/or media (including, but not limited to the Internet) in the
Language specified herein;




     (d) The right to create television promotional spots featuring segments (not to
exceed four (4) minutes each) of the Program and the right to engage in
commercial or


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3









 






promotional tie-ins with sponsors of the Program or the Telecast Service, subject
to any restrictions or obligations contained in the talent agreements and notified
by Licensor to HERE in writing in advance;




     (e) The right to use and authorize third parties to use the name, likeness and/or
voice of, and biographical information relating to, anyone who rendered services
in or in
connection with the Program, for the purpose of advertising, publicizing or
promoting the
Programs or the Telecast Service, but not so as to constitute a direct
endorsement of any
product or Telecast Service other than the Telecast Service referred to in this
Agreement, and
subject to any applicable guild and third party contractual restrictions of which
Licensor
notifies HERE in advance in writing. Notwithstanding the foregoing, HERE’S
inadvertent or
unintentional failure to comply with any applicable guild or third party
contractual restrictions
shall not constitute a material breach of this Agreement; and




     (f) The right to submit the Program or portions thereof for awards consideration within the Territory.


Immediately upon signature of this Agreement, Licensor shall furnish HERE with all
available promotional materials as set forth in Exhibit A. Timely delivery of all
available promotional materials is of the essence of the Agreement.



12. Warranties and Indemnification: Licensor warrants and represents that it has the
right to enter
into this Agreement, to grant all rights (including but not limited to grand rights) granted
herein and to
perform all of Licensor’s obligations hereunder and that HERE’S exercise of its rights
hereunder,
including, without limitation, the exhibition, promotion, publicity and advertising use of
the Program or
any part thereof as provided herein shall not violate the rights of any third party or cause
HERE to
have any financial liability whatsoever, except for the License Fee set forth herein and
payment to
performing rights societies such as ASCAP and BMI.



Licensor shall indemnify and hold harmless HERE from and against any claims, damages,
costs, liabilities and expenses, including but not limited to reasonable counsel fees,
relating to the Program or arising from exhibition of the Program by HERE or the Here
Networks program services, any breach of any warranty or representation made by Licensor
herein, or any promotional use by HERE of the Program or any elements thereof, in any
manner in any media (but not as a direct endorsement of any product), including without
limitation, clips, photographs and music. HERE shall similarly indemnify and hold harmless
Licensor for any breach of any warranty or representation of HERE hereunder.



13. E&O Insurance: Licensor shall cause HERE to be named as an additional insured
with respect to
the Program under Licensor’s Errors and Omissions and shall provide HERE with an endorsement
to
the policy evidencing such coverage prior to the commencement of principal photography of the
Program. Such insurance shall be in an amount not less than $1 Million/$3 Million, shall be
obtained
prior to the commencement of principal photography of the Program with no exclusions from an
entity
reasonably approved by HERE and shall have a deductible of no greater than $25,000 per claim.
Licensor shall cause its carrier to assume primary responsibility notwithstanding that HERE
also may
have its own insurance coverage. As a condition to HERE’s obligations under this Agreement,
Licensor shall provide HERE with a copy of such Errors and Omissions policy.



14. Choice of Law: This Agreement shall be governed and construed in
accordance with the laws of the State of California applicable to contracts entered into
and fully to be performed therein. Licensor hereby consents and submits to the
jurisdiction of the federal and state courts located in the State of California, and any
action or suit under this Agreement may be brought in any federal or state court with
appropriate jurisdiction over the subject matter established or sitting in the State of
California.



15. Assignment: This Agreement will be binding upon and will inure to the benefit
of the parties hereto and their respective successors and permitted assigns. Licensor
may not assign, license or



MURDER.COM



4









 




otherwise transfer its rights and/or obligations under this Agreement, in whole or in part, to any
person or entity, provided however that Licensor may assign the right to receive payment hereunder
to any third party. HERE may assign any or all of its rights and obligations under this Agreement
for purposes of distribution of the Program, or in connection with a merger or sale of the assets
of HERE, as long as assignee assumes all of the obligations hereunder.



16. Termination: HERE shall have the right to terminate this Agreement in its sole and
absolute discretion if Licensor fails to deliver the Program in accordance with the terms and conditions
hereof,
subject to any notice and cure provisions hereof. Except as expressly provided herein, Licensor
shall
not have the right to terminate, revoke, cancel, or rescind this Agreement for any reason
whatsoever
prior to the expiration of the Term, unless with the consent of both parties in writing.



17. Remedies: No waiver by either party of any breach hereof shall be deemed a waiver of
any
preceding or succeeding breach hereof. Notwithstanding any other provision of this Agreement,
Licensor’s sole remedy for breach by HERE of any of its obligations under this Agreement shall be
an
action at law for damages and Licensor acknowledges that such damages are fully adequate to
compensate Licensor in the case of any breach by HERE hereunder. In no event shall Licensor seek
or be entitled to rescission, injunctive or other equitable relief.



Please sign below to indicate your acceptance of the foregoing as of the date first written above
and return all copies of the Agreement to HERE for countersignature. A fully executed copy of the
Agreement will be sent to you thereafter.






Very truly yours,



HERE NETWORKS L.L.C.




			
	By:	 	
 







			
	Its:	 	Executive Vice President
 







AGREED AND ACCEPTED:



REGENT WORLDWIDE SALES L.L.C.

on behalf of CONVERGENT FUNDING, LLC




			
	By:	 	
 







			
	Its:	 	Vice President
 







      










MURDER.COM



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EXHIBIT A DELIVERY

SCHEDULE




Attached to and forming a part of the Agreement dated as of July 10, 2008,

between Here Networks L.L.C. (“HERE”) and Regent Worldwide Sales L.L.C.

on behalf of Convergent Funding, LLC (“Licensor”).




PROGRAM DELIVERABLES





	A.	 	HERE PROGRAM AND TRAILER VIDEOTAPE SPECIFICATIONS




LICENSOR shall deliver to HERE on separate masters the (i) Programs and (ii) trailer and any
promotion spots of the Program.



All on-air program suppliers and production vendors are required to comply with the following
technical specifications. NO EXCEPTIONS.



All videotapes shall be delivered: Here Networks Director of Operations, c/o Andrita Studios,
Inc., 3030 Andrita Street, Los Angeles, CA 90065, Attn: John Mongiardo.





	1.	 	Videotape formats: All programs should be delivered on the best quality master
available in the following order and preference of video tape formats: HD CAM, DigiBeta, or Beta SP






	2.	 	Program length vs. videotape length:






	 	•	 	30-minute program = 34 minutes tape
	 
	 	•	 	60-minute program = 64 minutes tape
	 
	 	•	 	90-minute program = 94 minutes tape
	 
	 	•	 	120-minute program = 124 minutes tape






	3.	 	Videotape brands: SONY; other brands require prior approval






	4.	 	Air master or sub-master tapes must conform with the following:






	 	•	 	Air master programs: Recorded on a black & coded tape (video black analog
7.5 IRE; digital 0.0mV) with continuous time code and control track from the beginning of tape leader to the end. ABSOLUTELY NO FALSE START OF VIDEO OR TIME CODE AT THE BEGINNING.
	 
	 	•	 	Time code type: LTC drop frame DFTC (continuous control track).
	 
	 	•	 	Color bars: NTSC (analog or digital)
	 
	 	•	 	Audio Tone: 2 or 4 channels 1 KHz at 0dB analog or digital embedded audio tone.
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music &
effects only.
	 
	 	•	 	Programming video and audio levels must be referenced to the color
bars video level and audio tone level; if not, master will be rejected.






	5.	 	Videotape leader must conform with the following:






	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 30 seconds; time code: 00:58:00:00
	 
	 	•	 	Color bars duration: 60 seconds; time code: 00:58:30:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code:
00:59:30:00
	 
	 	•	 	Program slate: Title; episode #; date, duration; duration: 10 seconds; time code:
00:59:40:00
	 
	 	•	 	Video black (7.5 IRE for analog or 0.0mV for digital) duration: 10 seconds; time code:
00:59:50:00
	 
	 	•	 	Program video: Actual programming starts at time code 01:00:00:00. DO
NOT include ratings, disclaimers or FBI warnings.
	 
	 	•	 	Two-tape programs: One tape is preferred, but if program is on 2 tapes,
tape #1 program should start at TC 01:00:00:00; tape #2 should start at TC 02:00:00:00




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	6.	 	HD videotape technical standard:






	 	•	 	Resolution shall be 1920x1080 pixels 29.97-frame rate Interlaced; referenced to 59.94HZ (Aka1080i)
	 
	 	•	 	Audio channels: Channel 1& 2 complete stereo mix; Channel 3&4: stereo music & effects only (Dolby 5.1 channels is not accepted at this time)
	 
	 	•	 	Time code: Continuous drop-frame time code locked and referenced to the HD video stream at the 29.97 frame rate.
	 
	 	•	 	HD Color Bars






	7.	 	Videotape container label required information:






	 	•	 	Type of recording (master, backup, dub, etc.)
	 
	 	•	 	Production agency
	 
	 	•	 	Production center
	 
	 	•	 	Program title
	 
	 	•	 	Episode title and number, if applicable
	 
	 	•	 	Program length
	 
	 	•	 	Recording standards (e.g., high band, color, etc.)
	 
	 	•	 	Audio track information (e.g., mono, stereo, etc.)
	 
	 	•	 	Audio noise reduction information (e.g., Dolby A, Dolby SR, DBX, etc.), if applicable
	 
	 	•	 	Date of production
	 
	 	•	 	Beta format videotape of all principal music themes.






	8.	 	Here technical inspection and acceptance: HERE shall have up to forty-five (45) days
from delivery to inspect the videotape master for compliance with the foregoing technical specifications.
If the master does not meet the technical specifications or is otherwise defective, HERE
shall give notice to Licensor, including a list of any defective elements. Licensor
shall have ten (10) business days from receipt of notice to cure the defects and
redeliver the master videotape. If Licensor does not cure, then HERE shall have the
option to (i) terminate this Agreement with no further liability or obligation to
Licensor, or (ii) create or cure the defective elements and charge the cost thereof to
Licensor.






	B.	 	OTHER DELIVERABLES




All other Deliverables should be delivered to: here! TV, Director of Marketing, 10990
Wilshire Blvd, Penthouse, Los Angeles, California, 310-806-4298, Attn: Andrea Krauss





	1.	 	Promotional materials: All available advertising and promotional print materials
relate to the Programs including:






	 	•	 	Ad slicks, slides, press announcements, on-air promos and trailers (if available).
	 
	 	•	 	Color production stills with captions, texted and textless key art and poster art;
captioned host/star/director head shots all in the highest resolution available on all of the
following formats available: diskette and transparencies.
	 
	 	•	 	On diskette and hard copy Program logos, a synopsis and description of the Program
(including the title and a brief description of the Program’s topic and content), a complete list of
cast and credits, and biographies of key Program performers and host, if any
	 
	 	•	 	Trailer and promotional spots in all digitized versions available in all formats created (if
available).






	2.	 	Complete music cue sheet and licenses for the Program: In customary form,
setting forth for each musical composition contained within the Program, the title, type of use, duration of use
and the names of the composer, lyricist, publisher, copyright proprietor and performing rights
society, if any






	3.	 	Credit Statement: One (1) original typewritten copy with a copy on diskette in
Word 4.0 format of a statement of credits applicable to the Program setting forth the names and credit
obligations of
Licensor with regard to all persons to whom Licensor is contractually obligated to accord
credit on the
screen, in any paid advertising.






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