exhibit10-4.htm


    SYNCHRONIZATION AND USE
LICENSE

    


    


    This Synchronization and Use License
(“Agreement”) is entered into as of the 22nd day of
October, 2008, by and between B & H Pictures, Inc., a New Brunswick,
Canadian corporation (hereinafter, referred to as the “Producer”), whose address
is 11 Pine Court, Maugerville, New Brusnwick, Canada E3A 8M8, and Global
Entertainment Holdings, Inc., a Nevada corporation (hereinafter, referred to as
the “Licensor”), whose address is 650 N. Bronson Avenue, Suite B-116, Los
Angeles, California 90004 USA.

    


    In consideration of the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows:

    


    1.           This
Agreement is entered into with respect to those certain musical compositions
that are set forth under Schedule A (the “Compositions”), attached hereto and
made a part of this Agreement, with respect to that certain feature-length,
motion picture intended to be produced by the Producer, currently entitled “Blue
Seduction” (the “Picture”).

    


    2.           The
term of this Agreement (the “Term”) shall commence with the date of execution
hereof, and shall continue for a period of twenty-five (25)
years.  The territory covered by the license rights to the
Compositions under this Agreement, shall be the Universe (the
“Territory”).

    


    3.           Licensor
hereby grants to Producer and its successors, licensees and assigns, the
non-exclusive right for the Term hereof to record the Compositions in any
manner, medium, form or language, in each country of the Territory in
synchronization for timed relation with the Picture, and to make copies of such
recordings in connection with the exploitation of the Picture. As part of the
consideration paid for the Compositions, Licensor agrees to cover costs of
delivery of materials and to effect certain modifications requested as requested
by Producer for insertion into the Picture.

    


    4.           Licensor
hereby grants to Producer and its successors, licensees and assigns, the
non-exclusive and irrevocable right and license, for the Term hereof, to
publicly perform for profit or non-profit, and to authorize others to so
perform, the Compositions as part of the exhibition or other exploitation of the
Picture, and in any and all advertising or other publicity for the Picture, in
the Territory, in any and all media now known or hereafter devised, including,
without limitation, theatrical exhibition, television exhibition (including
without limitation, free, pay, cable and satellite television) and by means of
videograms (which include, without limitation, videocassettes and
videodiscs).

    


    5.           Licensor
also grants to Producer for the Term hereof, the non-exclusive right to use and
to license others to use Licensor’s name in connection with Producer’s
exploitation of the Picture; provided that such use is not in the form of a
product or service endorsement without Licensor’s prior written consent in each
instance.

    


    6.           As
full and complete consideration for the rights granted to Producer hereunder,
Producer shall pay to Licensor the sum of Twenty Five Thousand ($25,000.00)
Dollars (U.S.), due and owing upon the execution hereof, and payable as
follows:  (i) the sum of Ten Thousand ($10,000.00) Dollars (U.S.)
shall be paid on or before November 14, 2008; and (ii) the balance of Fifteen
Thousand ($15,000.00) Dollars (U.S.) shall be paid from Contingency Funds upon
completion of principal photography of the Picture, but in no event later than
December 15, 2008.

    


    7.           Licensor
represents and warrants that Licensor has the full right, power and authority to
enter into this Agreement and to grant the rights agreed to be granted
hereunder.  Licensor hereby agrees to defend, indemnify and hold
harmless Producer, its successors, licensees and assigns from and against any
and all claims, liabilities, damages, costs or expenses (including, without
limitation, reasonable attorneys’ fees) arising from any breach by Licensor of
any representation, warranty, covenant or agreement made by Licensor
hereunder.

    


    8.           This
Agreement does not authorize or permit any use of the Compositions not expressly
set forth herein and does not include the right to alter the fundamental
character of the music of the Compositions, to use the title of the Compositions
or any simulation thereof as the title or subtitle of any literary work other
than the Picture, to use the lyrics or stories of the Compositions, or to make
any other use of the Compositions not expressly authorized
hereunder.  Licensor reserves exclusively to itself and its
successors, licensees and assigns, all right and uses in and to
the  Compositions, whether now or hereafter known or in existence,
except the limited use expressly licensed hereunder.  By way of
illustration and not of limitation, the following rights are specifically
reserved to Licensor for Licensor’s own use, and may not be exercised by
Producer:

    


    (i)           All
rights of reproduction or use of the Compositions on phonograph records, audio
tapes and any other types of electronic or sound reproduction, whether now or
hereafter known or in existence.  Without limiting the generality of
the foregoing, Producer shall not have the right to include or authorize the use
of the Compositions or any portion thereof in any phonograph record, audio tape,
or other electronic or sound recording of the soundtrack of the Picture, which
is exploited or marketed separately from the Picture.

    


    (ii)           The
right to use the Compositions in other motion pictures or other television
programs.

    


    (iii)           All
other rights not expressly set forth herein.

    


    9.           Producer
shall accord Licensor screen credit, substantially as set forth below, with
respect to the Compositions, on the negative and all positive prints of the
Picture, including (without limitation) all videocassettes, videodiscs and any
other electronic display, as follows:

    


    “______SONG
TITLE______”

    Performed by Red Broad & Pamela
Stonebrook

    Written by Red Broad & Pamela
Stonebrook

    


    The foregoing credits shall be approved
in advance by Licensor, and shall be in such size and placement as is
customarily accorded musical recordings receiving screen
credit.  Producer will require compliance with the foregoing credit
requirements in all agreements for the distribution, exhibition, or other
exploitation of the Picture, to assure that proper credit has been accorded to
Licensor; provided, however, that no casual or inadvertent failure to comply
with the foregoing credit provisions shall constitute a breach of this Agreement
by Producer.

    


    10.           In
the event of any breach during the Term of this Agreement by Producer,
Licensor’s sole remedy shall be in the recovery of money damages, and Licensor
shall not have the right to terminate or rescind this Agreement or to enjoin or
restrain the use of or the exhibition, distribution, advertising or exploitation
of the Picture.

    


    11.           Nothing
contained herein shall in any way obligate Producer to use the Compositions, or
to produce, release, distribute, exhibit or otherwise exploit the
Picture.  Producer shall be deemed to have fully satisfied its
obligations hereunder by paying to Licensor the compensation payable pursuant to
the terms hereof.

    


    12.           This
Agreement sets forth the entire understanding of the parties hereto relating to
the subject matter hereof and supersedes all prior agreements and
understandings, whether oral or written, pertaining thereto.  No
modification, amendment, or waiver of this Agreement or any of the terms or
provisions hereof shall be binding upon Licensor or Producer unless confirmed by
a written instrument signed by the duly authorized representatives of Licensor
and Producer.  This Agreement shall be binding upon and shall inure to
the benefit of the respective successors and assigns of the parties
hereto.

     

    13.           This
Agreement shall be construed in accordance with the laws of the State of
California applicable to agreements which are executed and fully performed
within the State of California.  All actions, proceedings or
litigation brought by either party hereto shall be instituted and adjudicated
solely within Los Angeles County, State of California.  Licensor and
Producer hereby assent to the jurisdiction of the State Courts of California and
the Federal Courts located within the State of California with respect to any
matter arising out of or related to this Agreement, irrespective of the fact
that Producer is domiciled in Canada.

    


    IN WITNESS WHEREOF, the
parties hereto have caused their respective duly authorized officers to execute
this Agreement as of the day and year first above written.

     

    


     

    
      	 “Licensor” 	 “Producer”
	 Global
      Entertainment Holdings, Inc.	 B & H
      Pictures, Inc.
	 A Nevada
      Corporation  	 A New
      Brunswick Corporation


    

     

     

    
      	 By: Gary
      Rasmussen	 By: Jacqueline
      Giroux
	 Its:  Chief
      Executive Officer	  Its:  President


    

     

    


       

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SCHEDULE
A

    


    


    Attached
as part of the Synchronization and Use License Agreement between Global
Entertainment Holdings, Inc., as “Licensor”, and B & H Pictures, Inc.,
as “Producer”, dated October 22, 2008.

    


    


    
      	
              Song Title

            	
              Writer(s)
      & Performer(s)

            	
              Performing
      Rights Society

            
	
              “Blue
      Seduction”

            	
              Red
      Broad, Pamela Stonebrook

            	
              BMI

            
	
              “Big
      Night”

            	
              Red
      Broad, Pamela Stonebrook

            	
              BMI

            
	
              “Danger”

            	
              Red
      Broad, Pamela Stonebrook

            	
              BMI

            
	
              “Living
      on the Edge”

            	
              Red
      Broad, Pamela Stonebrook

            	
              BMI

            
	
              “Out
      on the Street”

            	
              Red
      Broad, Pamela Stonebrook

            	
              BMI

            
	
              “
      None of Us”

            	
              Red
      Broad, Pamela Stonebrook

            	
              BMI

            
	
              “
      Temptation”

            	
              Red
      Broad, Pamela Stonebrook

            	
              BMI

            
	
              “Underground”
      to be Renamed
      “Flash in the Pan” for the Picture

            	
              Red
      Broad, Pamela Stonebrook

            	
              BMI