exibit10-1.htm


    EXCLUSIVE
LICENSE AGREEMENT

    


    


    
      	
              BETWEEN

            	
              Global Entertainment Holdings,
      Inc. a corporation incorporated under the laws of Nevada, having
      its registered office at 650 N. Bronson Avenue, Suite B-116, Los Angeles,
      CA 90004, USA represented herein by Gary Rasmussen, its Chief Executive
      Officer and duly authorized officer as he so
  declares,

            


    

    


    Hereinafter
referred to as “Licensor”

    


    
      	
              AND

            	
              Global
      Universal  Pictures, Inc., a corporation incorporated
      under the laws of New Brunswick, having its registered office at 11 Pine
      Court, Maugerville, New Brunswick, E3A 8M8 Canada, represented herein by
      Jacqueline Giroux, its President and duly authorized officer as she so
      declares,

            


    

    


     Hereinafter
referred to as “Licensee”

    


    IT
IS AGREED:

    


    
      	
               
      

            	
              1.

            	
              DEFINITIONS

            


    

    


    The
following words, wherever used in this Agree­ment or in any deeds or
agree­ments supplemental or ancillary hereto, shall have the following
meanings:

    


    
      	
              1.1

            	
              “Film” means and refers
      to up to 1 x 95 -
      100 minute Feature Film production project, (including credits and
      music video) more
      fully described as follows:

            


    

    


    
      	
               
      

            	
              1.1.1

            	
              Title

            	
              -

            	
              “Blue Seduction” (working
      title)

            


    

    
      	
               
      

            	
              1.1.2

            	
              Concept

            	
              Global
      Entertainment Holdings, Inc.

            


    

    


    
      	
               
      

            	
              as
      more fully described in Schedule “A”attached
  hereto.

            


    

    


    
      	
              1.2

            	
              “WORK” means and refers
      to the project described in above article 1.1,
  including:

            


    

    


    
      	
               
      

            	
              1.2.1

            	
              the
      title “Symphony”;

            


    

    
      	
               
      

            	
              1.2.2

            	
              the
      Concept of the Film;

            


    

    


    
      	
               
      

            	
              1.3       “Television" means and
      refers to any and all forms and technologies of television, whether
      now  known or  hereafter devised, including without
      limitation, television forms commonly referred to as "Free TV", "PayTV",
      "Public TV", "DBS", "Cable TV" and "Subscription
  TV".

            


    

    


    
      	
               
      

            	
              1.4

            	
               “Merchandising Rights”
      means and refers to those rights required for manufacture, sale and
      distribution of all merchandise including but not limited to brochures,
      comics, cartoons, posters, programmes, toys, games, electronic media
      products now known or unknown (including but not limited to interactive
      games, programmes for Internet or mobile phones, Internet and mobile
      phones downloadables) (“Electronic Media
      Products”), novelties, combined packages of books, records,
      fabrics, apparel, food, drinks and other goods and other premiums
      promotions and commercial tie-ins featuring, containing or consisting of
      the names, characters, items, symbols, trademarks, designs, logos,
      Licensees and catch-phrases, likenesses and visual representations of the
      literary and/or artistic characters created, described or portrayed in the
      WORK.

            


    

    


    
      	
               
      

            	
              1.5

            	
              “Home
      Video/DVD” means and refers to copies of programs on tape,
      disc, cassette, laser disc, CD-ROM, DVD or any other similar format
      manufactured and intended primarily for private, in-home exhibition, and
      to the selling, rental and location of such copies on all possible carrier
      materials currently known or developed in the
  future.

            


    

    


    
      	
               
      

            	
              1.6

            	 	
              “Distribution” means and
      refers to any and all activities related to the commercial release of the
      Film and products
      derived therefrom, including the sale, the location and distribution
      thereof by any and all means currently known or developed in the future,
      including electronic distribution.

            


    

    


    
      	
              1.7

            	
              “Broadcast” means and
      refers to communication to the public by telecommunication of the Film
      including transmission and retransmission thereof via any television
      distribution system or by cable, satellite and any other means currently
      know or developed in the future, including broadcasting via Internet and
      mobile telephones.

            


    

    


    
      	
              2.

            	
              EXCLUSIVE GENERAL
      LICENSE

            


    

    


    
      	
              2.1

            	
              Object - Subject to
      the terms and conditions of this Agreement, the Licensor hereby grants to
      Licensee the world-wide and exclusive licence to use the WORK and to
      authorize the use thereof for and in connection with the following
      purposes:

            


    

    


    
      	
               
      

            	
              2.1.1

            	
              the writing, production,
      publication, broadcast, distribution, public performance and promotion of
      the Film throughout the world in all languages and in all distribution
      markets, including but not limiting to Television, Home Video/DVD,
      non-theatrical and theatrical
markets.

            


    

    


    
      	
               
      

            	
              2.1.2

            	
              the
      exercise of all Merchandising Rights in respect of the Film and the exercise of
      all so-called "commercial tie-up" rights (as this expressions is used in
      the Film and television industry) in respect of the WORK, which include
      without limitation all rights required for the manufacture, sale and other
      exploitation of whatsoever nature of goods, souvenirs, products,
      facilities and commodities of all kinds reproducing, depicting, making
      reference to or based on or decorated with the title, characters, scenes
      and incidents of or articles appearing in the WORK or in the Film; (Hereinafter
      referred to as “GENERAL
      LICENCE”).

            




    
      	
              2.2

            	
              Term - Subject to
      provisions of article 2.3 below and to the
      other terms and conditions of this Agreement,  the GENERAL
      LICENSE granted hereunder shall vest in Licensee upon execution of this
      Agreement without any term
restrictions.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

       

      
         

      

    

    
      	
              2.3

            	
              Conditions of use - The
      GENERAL LICENSE is deemed subject to the execution of the following
      conditions:

            


    

    


    2.3.1                   Gary
Rasmussen will be an Associate Producer for the duration of the
Film.

    


    2.3.2                   Subject
to the provisions of the Agreement, Licensee shall accord the following credit
on the negative of the Film and on all positive copies of the Film made or
issued by Licensee in the opening credits in the words "Original concept Global Entertainment Holdings,
Inc." and “Associate Producer Gary Rasmussen” and in all advertising and
paid publicity issued by or under the immediate control of Licensee other than
teaser trailers list group and advertising of eight column inches or less in
size and other than special advertising or publicity relating to the screenplay
upon which the Film is based or to commercial tie ups and other radio or
television advertising or publicity written in narrative form PROVIDED ALWAYS
that Licensee shall not be liable for any failure or default by any third party
concerned in the exploitation of the Film in giving such credit nor for any
accidental breach of its obligations under this sub-clause (but Licensee will
use all reasonable endeavours to remedy any such accidental breach by it of
which notice is given to it if such remedy is possible and all reasonable
endeavours to obtain the remedy of a remediable breach by a third party) and the
rights and remedies (if any) of Licensee or of the Licensor in the event of
breach of this sub-clause shall be limited to Licensee or to the Licensor's
right (if any) to recover damages in an action at law and in no event shall be
entitled by reason of any such breach to enjoin or restrain the distribution
exhibition or other exploitation of the Film.

    


    
      	
              3.

            	
              COMPENSATION

            


    

    


    
      	
              3.1

            	
              Subject
      to financing of the Film, Licensee agrees to pay to the Licensor as
      all-inclusive remuneration and as consideration in full for all rights
      granted or to be granted hereunder, the following compensation: (i) a sum
      of CA$150,000, and (ii) revenue representing 50% of the share of Licensee
      in the Net Receipts of the Film. For the purposes of this Agreement, the
      term “Gross
      Receipts” shall mean all monies (including all amounts from
      advances, guarantees, security deposits and awards) received by Licensee
      (or its wholly owned subsidiary created for the sole purpose of producing
      the Film) or distributors from the lease, sub-license, sale, rental,
      barter, distribution, broadcast, exhibition, performance, exploitation or
      other exercise of each licensed right in the Film all without deductions,
      (where such deductions shall include but not be limited to any withholding
      or other taxes paid or deducted at source) throughout the
      Universe.  These amounts exclude presales, advances, and minimum
      guarantees, as well as third party investments or other instruments used
      to produce the Film.

            


    

    


    
      	
               
      

            	
              For
      the purpose of this Agreement, the term “Net Receipts” shall mean
      Gross Receipts less reasonable distribution commissions, distribution
      expenses and residual royalties, if
any.

            


    

    


    


    4.           WARRANTIES
AND REPRESENTATIONS

    


    4.1           The
Licensor warrants represents and agrees that:

    


    
      	
               
      

            	
              4.1.1

            	
              the
      Licensor has full authority, power and right to enter into this Agreement,
      and to fully perform all of Licensor’s obligations
    hereunder;

            


    

    


    
      	
               
      

            	
              4.1.2

            	
              the
      Licensor has and will have no contract, grant or deed with any other
      person or entity which might conflict with, impair or be inconsistent with
      any of the provisions of this
Agreement;

            


    

    


    
      	
               
      

            	
              4.1.3

            	
              neither
      this Agreement nor the fulfillment thereof by any part infringes upon the
      rights of any person;

            


    

    


    
      	
               
      

            	
              4.1.4

            	
              the
      WORK does not or will not violate or infringe upon the copyright, moral
      rights and other property rights of any person or
  entity;

            


    

    


    
      	
               
      

            	
              4.1.5

            	
              there
      are no rights, licenses or grants of any nature in favor of anyone, which
      would impair or infringe upon the rights herein granted to
      Licensee.

            


    

    


    
      	
              5.

            	
              REMAKES,
      ETC.

            


    

    


    5.1           Licensor
hereby grants Licensee the Right of First Negotiation and the Right of
LastRefusal to participate in the production of any remake, sequel, follow-up,
prequeland spin-off rights (collectively "Other Productions") in and to
the Film and theWORK
produced by Licensee (or any of its assignee’s or licensees of rights in and to
the Other Productions), where:

    


    5.1.1           “Remake”
or “spin-off”, refers to the right to adapt or reproduce or represent at a
latertime the Film, to
adapt the Film creating
a new movie in animation or live action orTV series or Electronic Media Products
constituting a new version of the Film which version deals with
the same themes, characters, scripts and dialogue;

    


    5.1.2           “Sequel”
or “follow-up”, refers to the rights to adapt, reproduce and represent at a
latertime the Film, to
adapt  the Film creating a new movie in
animation or live action orTV Series or Electronic Media Products forming a new
version of the Film
which version deals with the elements of the Film such as the title,
principal themes, certain characters, situations, scripts and dialogue. The
right to a follow-up includes the right to create a new movie or pre-production
elements from the Film
which can be exploited commercially independently from the Film, including in Videogram
format, and in television format in certain countries;

    


    5.1.3           “Prequel”
refers to the right to adapt, reproduce, or represent the Film through newproduction
forming a new version of the Film creating a new movie in
animation or liveaction or TV series or Electronic Media Products which version
deals with the elements of the Film such as the title,
principal themes, certain characters, situations, scripts and dialogue, but
whereby the action is set in a time prior to that of the Film.

    


    5.2           The
Parties shall negotiate in good faith the terms and conditions of the remake,
sequel,follow-up, prequel and spin-off rights in relation to the Right of First
Negotiation and theRight of Last Refusal above mentioned.

    


    
      	
              6.

            	
              BANKRUPTCY

            


    

    


    
      	
              6.1

            	
              In
      the event of the liquidation of Licensee’s assets, or the filing of a
      petition in bankruptcy or insolvency or for an arrangement or
      reorganization by, for or against Licensee, or in the event of the
      appointment of a receiver or a trustee for all or a portion of Licensee’s
      property, or if Licensee shall make an assignment for the benefit of
      creditors, or commits any act for or in bankruptcy, or become insolvent,
      the Licensor shall have the option by written notice to Licensee to
      terminate this Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

       

      
         

      

    

    
      	
              6.2

            	
              It
      is expressly agreed and understood between and by the parties that,
      notwithstanding the termination of this Agreement under paragraph 6.1
    above:

            


    

    


    
      	
               
      

            	
              6.2.1

            	
              all
      rights and interests granted to or acquired by Licensee hereunder in and
      to the Film and Merchandising Rights project made on the date of
      termination, shall not be affected and shall remain in full force and
      effect.

            


    

    


    
      	
              7.

            	
              TRANSFER

            


    

    


    
      	
              7.1

            	
              Save
      and except for any transfer or assignment of rights to a parent or
      affiliate company of Licensee, which transfer or assignment can take place
      without the prior written agreement of the Licensor, Licensee shall not
      assign nor transfer this Agreement and any of of its rights and
      obligations hereunder, at any time and from time to time, in whole or in
      part, without having first obtained for each projected transfer written
      approval from the Licensor, which approval shall not be unreasonably
      withheld.

            


    

    


    8.           DEFAULT

    


    
      	
              8.1

            	
              Should
      Licensee fail to perform any of its obligations hereunder, the Licensor
      shall be at liberty to terminate this Agreement provided, however,
      that:

            


    

    


    
      	
               
      

            	
              8.1.1

            	
              the
      Licensor shall advise Licensee in writing of the specific facts upon which
      it is claimed that Licensee is in
default;

            


    

    


    
      	
               
      

            	
              8.1.2

            	
              Licensee
      shall be allowed a period of thirty (30) days after the receipt of such
      written notice within which to cure such
  default;

            


    

    


    
      	
               
      

            	
              8.1.3

            	
              if
      Licensee fails to cure the same within such thirty (30) day period, this
      Agreement shall terminate and be deemed terminated upon the expiration
      thereof.

            


    

    


    
      	
              8.2

            	
              It
      is expressly agreed and understood between and by the parties that,
      notwithstanding the termination of this Agreement under paragraph 8.1
    above:

            


    

    


    
      	
               
      

            	
              8.2.1

            	
              all
      rights and interests granted to or acquired by Licensee hereunder in and
      to the Film and Merchandising Rights project made on the date of
      termination, shall not be affected and shall remain in full force and
      effect;

            


    

    


    
      	
               
      

            	
              8.2.2

            	
              all
      rights and interests granted to or acquired by Licensee hereunder in and
      to the WORK, including any and all rights and interests granted to or
      acquired by Licensee to the Film and Merchandising
      Rights project derived from the WORK and the Film, shall revert
      and be deemed
      reverted to the Licensor upon termination of this Agreement. subject,
      however, to the following
conditions:

            


    

    


    
      	
               
      

            	
              a)

            	
              the
      Licensor shall be deemed substituted to Licensee in and for the conduct of
      the licenses referred to 8.2.2;

            


    

    


    
      	
               
      

            	
              b)

            	
              the
      reversion of rights referred to above shall be subject to the undertaking
      and observance by the Licensor of Licensee’s obligations under these
      licenses;

            


    

    


    
      	
               
      

            	
              c)

            	
              any
      and all payments made by Licensee to the Licensor before the termination
      of this Agreement shall remain valid and subject to no reimbursement by
      the Licensor.

            


    

    


    
      	
              9.

            	
              NOTICES

            


    

    


    
      	
              9.1

            	
              Any
      notice, demand, request, accounting, con­sent or communication
      requi­red or contemplated by any provision of this Agreement is to be
      given either by hand or by messenger, or by prepaid registered mail, or by
      an internationally recognized overnight courrier service (such as Federal
      Express, etc.), or by telecopier, provided such communication is evidenced
      by confirmation of receipt, at the following addresses and
      numbers:

            


    

    


    
      	
              9.1.1

            	
              to the
      Licensor:

            	
              at
      the above mentioned address

            


    

    
      	
               
      

            	
              Fax:
      (818) 827-0900

            


    

    


    
      	
              9.1.2

            	
              to the
      Licensee:

            	
              at
      the above mentioned address

            


    

    
      	
               
      

            	
               Fax:
      [◘]

            


    

    


    or at such other address or addresses
and number(s) as the parties may from time to time designate pursuant to the
provisions of article 9.1.

    


    
      	
              10.

            	
              GENERAL
      PROVISIONS

            


    

    


    
      	
              10.1

            	
              This
      Agreement (including Schedule attached thereto) contains the entire
      agree­ment between the parties with respect to the transactions
      contemplated herein and supersedes all prior or contempora­neous
      negotiations, agree­ments and understandings, if any. No amendment to
      this Agreement may be made unless in writing and signed by the parties or
      their agents.

            


    

    


    
      	
              10.2

            	
              This
      Agreement and the interpretation and enforcement thereof shall be governed
      by and in accor­dance with the laws of the Province of New
      Brunswick.

            


    

    


    
      	
              10.3

            	
              The
      insertion of titles are for convenience only and do not affect the meaning
      of the interpretation of this
Agreement.

            


    

    


    
      	
              10.4

            	
              Where
      required by the context hereof, the singular shall include the plural and
      the masculine gender shall include the feminine or neuter gender, as the
      case may be, and vice versa.

            


    

    


    
      	
              10.5

            	
              Nothing
      contained in this Agreement shall be construed so as to require the
      commission of any act contrary to law, and if any provision of this
      Agreement is held to be invalid or illegal under any material statute,
      law, ordinance, order or regulation, in any jurisdiction, such provision
      shall be curtailed and limited only to the extent necessary to bring it
      within the legal requirements of such jurisdiction and such curtailment or
      limitation shall not affect the validity of the remainder of this
      Agreement or any other provisions hereof in that, or any other,
      jurisdiction.

            


    

    


    
      	
              10.6

            	
              This
      Agreement shall not be construed as constituting a co-production, a
      partnership or joint venture between the parties or make either party an
      agent of the other party.  Each party hereto will not hold
      itself out as an agent of the other party and neither of the parties shall
      be or become liable or bound by any representation, act, omission or
      agreement whatsoever of the other party
hereto.

            


    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
Agreement has been executed in two (2) counterparts, each counterpart shall be
deemed an original, but all of which together constitute one and the same
instrument.

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed in Maugerville, New
Brunswick, this 22nd day of
September 2008.

     

     

    
 

                                                                                                                 

       

      
        	 Global
      Entertainment Holdings,
    Inc.     	  Global Universal
      Pictures, Inc.
	 By:  ___________________________   	   By:  ___________________________
	 Gary
      Rasmussen        	 Jacqueline
      Giroux


      

       

    

    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SCHEDULE
"A"

    to the
EXCLUSIVE LICENSE
AGREEMENT

    executed
as of this 22nd day of
September, 2008

    


    LOG
LINE:  A middle aged music composer finds himself trapped in the
seductive web of a young, sexy vocalist who is looking for her own fifteen
seconds of fame.

    


    Mikey
Taylor, once the very popular lead singer of  the hot rock and roll
group,  THE SAINTS ,  lived a life
of  sex,  drugs and rock and roll, until he met
JOYCE,  a real estate broker, now his wife of ten
years.   Joyce was instrumental in sobering Mike up through
various rehabs, and always supportive, but then the real estate market took a
dive, and Mike had to go back to writing songs for a new record album deal with
his former partners STANLEY and DICKIE.

    


    Mikey,
now known as MIKE TAYLOR, is in the Studio waiting to lay down the new tracks,
when MATTY MCPHERSON, strikingly young and beautiful, introduces herself as the
new demo singer.  As she begins to sing, there is an immediate
attraction between Mike and Matty, who is not only gorgeous and young, but a
brilliant artist.

    


    Matty
follows Mike back to his hotel and seduces him, which is reminiscent
of  his  exciting “groupie”  rock and roll
days.  He immediately becomes smitten with the very young and
beautiful Matty, but tells himself this affair will pass as soon as the album is
finished.   The problem is, Mike can not finish the album without
Matty, who truly inspires him, but who also leads him back down the road of
destruction by encouraging him to relive his days of alcohol, drugs and sex
abuse.  Matty tells Mike she is his new addiction and convinces him he
cannot succeed without her.

    


    As weeks
go by, Mike is filled with the expected guilt of a cheating husband, but the
more he tries to get away from Matty, the more she tempts him back with a new
song she has written.  To celebrate, she offers more booze, drugs and
erotic sex;  taking  Mike deeper into the dark side: closer
to Matty but further from Joyce.

    


    Mike’s
friends encourage him to go to the police, citing she is a stalker who is out to
destroy him, but when he tries, the police take Matty’s side, who convinces the
police she is pregnant with Mike’s child.  To retaliate Matty kidnaps
Joyce, and invites Mike to “save Joyce, or succumb to me”.

    


    Will Mike
be able to save Joyce from the evil web of Matty, or succumb to his addiction as
he has so many times before with the beautiful Matty?

    The
ending is a shocker.