Unassociated Document


    
      

      

    

    SHOWCASE
ENTERTAINMENT, INC.

    Warner
Center, 21800 Oxnard Street, Suite 150

    Woodland
Hills, California  91367

    


    September
15, 2006

    


    Mr. Tom
Coleman

    Lux
Digital Pictures GmbH

    Seestr.
13

    13353
Berlin, Germany

    


    Dear
Tom:

    


    The
following sets forth the material terms of the agreement between Lux Digital
Pictures GmbH ("Producer") and Showcase Entertainment, Inc. ("Showcase")
pursuant to which Showcase is hereby appointed to be the exclusive foreign sales
agent in connection with NIGHT OF THE LIVING DEAD 3D (the
“Picture”):

    


    1.     TERM:  Five
(5) years automatically extending an additional five (5) years provided Showcase
has received gross sales revenues equal to or exceeding $1,500,000. Showcase can
grant rights to its licensees for up to fifteen (15) years (except for twenty
(20) years for the German speaking territories, Australia/New Zealand and the
Italian speaking territories).

    


    2.   
RIGHTS & TERRITORY: The world excluding the U.S. and Canada, in all media,
excluding only merchandising, publishing and soundtrack rights. All agreements
shall be entered into “as agent for” the Producer.

    


    3.   
DISTRIBUTION FEE (computed on gross revenues received): 10% of the first
$1,000,000 of gross revenues; 12.5% on gross revenues collected in excess of
$1,000,000 but less than $2,000,000 and; 15% on gross revenues collected in
excess of $2,000,000.

    


    4.   
RECOUPABLE DISTRIBUTION EXPENSES: (a) the total sum of $35,000.00 for Showcase’s
attendance at the film and television markets, chargeable: $11,666.00 for each
of the Picture’s first three film markets (e.g., AFM, Berlin and
Cannes).  Showcase will also be exploiting the Picture at MIPCOM,
MIPTV, NATPE and any other markets that it attends at no charge; and (b) All
other expenses shall be advanced by Showcase and must be approved in writing by
Producer (eg. art, trailer, screenings, screeners, and ads).

    


    5.   
DELIVERY REQUIREMENTS:  Producer will timely deliver to Showcase
within three (3) months (or give Showcase lab access, as applicable) all
technically correct film and television elements and appropriate documentation
and publicity materials as are necessary for Showcase to make delivery of the
Picture to all of its licensees in accordance with standard industry
practice.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      Tom
Coleman

      September
15, 2006


      Page  of 
2 of 4

       

       

    

    6.   
ACCOUNTINGS, SEPARATE BANK ACCOUNT and AUDIT RIGHTS: Accountings will be monthly
during the first year, quarterly during the second year and bi- annually
thereafter.  Showcase shall establish a separate bank account or open
an escrow account for the Picture into which all gross revenues shall be
deposited and dispersed per this Agreement.  Producer shall have the
right to audit Showcase’s records in connection with the Picture 30 days prior
written notice, at Producer’s sole cost and expense, no more frequently than
once per year with no statement to be audited more than once.

    


    7.   
RESOLUTION OF DISPUTES:  By final, binding and non-appealable
arbitration in accordance with the rules and procedures of IFTA. Producer’s
rights in the event of any breach or purported breach by Showcase shall be
limited to an action at law for damages.  There shall be a mutual
indemnity and a 30 day cure provision for any purported breach.

    


    8.   
MINIMUMS: Producer and Showcase do hereby  mutually approve the
Schedule of Minimums, attached hereto as Schedule “A” and made a part hereof,
pursuant to which Showcase shall not have the right to accept any offer for
rights  which does not equal or exceed the minimum aggregate amount
set forth in the Schedule for all rights in a particular territory without
Producer’s written approval.  The Minimums are not guaranteed, but are
set forth solely to prohibit Showcase from licensing any particular medium for a
minimum guarantee amount lower than those presently desired by
Producer.

    


    9.   
PACKAGING:  Showcase shall not “package” the Picture (ie. Showcase
shall not require a buyer to take other pictures along with the
Picture).  It is acknowledged that Showcase may sell more than one
movie, including the Picture, to the same licensee.

     

    10.  REPS
AND WARRANTIES: Producer shall provide representations and warranties in
accordance with standard industry practice including but not limited to the
following:

    


    (a)  
Showcase and its licensees shall have the right to use the names and likenesses
of all cast & crew in connection with the Picture and ads regarding the
Picture.

    


    (b)  
Producer has and will at all times have the sole right, title and interest in
and to the Picture free and clear from any liens (other than SAG) and/or other
claims; the Picture and the use of the title will not infringe on or violate any
rights of any person, corporation and/or other entity; Producer has the right to
enter into this Agreement and to grant the rights granted to Showcase hereunder;
and Showcase's exercise of its rights under this Agreement shall not infringe on
the rights of any person, corporation and/or other entity.

    


    Showcase
hereby represents and warrants that it is a Corporation in good standing and it
shall use its best, reasonable efforts to market, sell and otherwise exploit the
Picture, including obtaining so called “theatrical deals” whenever possible, in
accordance with its best business practices and shall endeavor to achieve
maximum sales and results on behalf of the Producer, in full consultation
therewith.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      Tom
Coleman

      September
15, 2006


      Page  of  3
of 4

       

       

    

    11.   
TERMINATION. This Agreement may be terminated upon the mutual agreement of the
parties or upon the declared insolvency or dissolution of Showcase.

    


    All
signatories to this Agreement hereby acknowledge and agree that they have read
this Agreement and have been given the opportunity to consult legal
representation prior to execution of same. This Agreement may not be modified or
waived except by a writing signed on behalf of the party to be
charged.

     

    
      	 Very truly
      yours,  	 Accepted and
      Agreed:
	 Showcase
      Entertainment, Inc. 	  Lux
      Digital Pictures GmbH
	 	 
	 By:  An
      Authorized Signer  	   By:
      An Authorized Signer


    

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    
      Tom
Coleman

      September
15, 2006


      Page  of  4
of 4

    

    "NIGHT OF
THE LIVING DEAD - 3D" - SCHEDULE OF ASKING PRICES AND MINIMUM
PRICES

     

    EXHIBIT
"A"

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 
      	
                                                                  ASKING

                                                                	
                                                                  MINIMUMS

                                                                	
                                                                  
                                                                    MINIMUMS

                                                                  

                                                                	
                                                                  
                                                                    MINIMUMS

                                                                  

                                                                	
                                                                  
                                                                    MINIMUMS

                                                                  

                                                                
	
                                                                  TERRITORY

                                                                	
                                                                  PRICES

                                                                	
                                                                  THEATRICAL

                                                                	
                                                                  VIDEO

                                                                	
                                                                  TELEVISION

                                                                	
                                                                  ALL
      RIGHTS

                                                                
	
                                                                  ARGENTINA/URU/'PAR

                                                                	 $40.000	 $15,000	 $7,000	 	
                                                                  $22.000 

                                                                
	
                                                                  AUSTRALIA/NZ

                                                                	
                                                                  125.000

                                                                	
                                                                  75.000

                                                                	
                                                                  10,000

                                                                	
                                                                  10,000

                                                                	
                                                                  95,000

                                                                
	
                                                                  ASIA
      (PAY TELEVISION)

                                                                	
                                                                  25,000

                                                                	 
      	 
      	
                                                                  12,000

                                                                	
                                                                  12,000

                                                                
	
                                                                  BANGLADESH

                                                                	
                                                                  15,000

                                                                	
                                                                  5,000

                                                                	
                                                                  2,000

                                                                	
                                                                  2,000

                                                                	
                                                                  9,000

                                                                
	
                                                                  BENELUX

                                                                	
                                                                  75,000

                                                                	
                                                                  30,000

                                                                	
                                                                  7.500

                                                                	
                                                                  7,500

                                                                	
                                                                  45,000

                                                                
	
                                                                  BRAZIL

                                                                	
                                                                  75,000

                                                                	
                                                                  30,000

                                                                	
                                                                  15,000

                                                                	 
      	
                                                                  45,000

                                                                
	
                                                                  BULGARIA

                                                                	
                                                                  10,000 

                                                                	2,000 	2,000	
                                                                   1,000

                                                                	5,000 
	
                                                                  CANADA
      (ENGLISH)

                                                                	
                                                                  150,000

                                                                	
                                                                  75.000

                                                                	
                                                                  15,000

                                                                	
                                                                  10,000

                                                                	
                                                                  100,000

                                                                
	
                                                                  CHILE

                                                                	  8,000	
                                                                  2,500

                                                                	
                                                                  1,000

                                                                	 	
                                                                  3,500 

                                                                
	
                                                                  CHINA

                                                                	
                                                                  50,000

                                                                	
                                                                  10,000

                                                                	
                                                                  10,000

                                                                	
                                                                  10,000

                                                                	
                                                                  30,000

                                                                
	  COLUMBIA	
                                                                  15,000

                                                                	  7,500	
                                                                  2,500 

                                                                	 	
                                                                  10,000 

                                                                
	
                                                                  CROATIA/SLOVANIA

                                                                	
                                                                  10,000

                                                                	
                                                                  1,000

                                                                	
                                                                  1,000

                                                                	
                                                                  1,000

                                                                	
                                                                  3,000

                                                                
	
                                                                  CZECHOSLOVAKIA

                                                                	
                                                                  10,000

                                                                	
                                                                  2,000

                                                                	
                                                                  2,000

                                                                	
                                                                  1,000

                                                                	
                                                                  5,000

                                                                
	
                                                                  DOMINICAN
      REPUBLIC

                                                                	
                                                                  8,000

                                                                	
                                                                  1,000

                                                                	
                                                                  500

                                                                	 
      	
                                                                  1,500

                                                                
	
                                                                  EAST
      AFRICA

                                                                	
                                                                  25,000

                                                                	
                                                                  10,000

                                                                	
                                                                  5.000

                                                                	
                                                                  4,000

                                                                	
                                                                  19,000

                                                                
	
                                                                  ECUADOR/PERU/BOLIV1A

                                                                	
                                                                  15,000

                                                                	
                                                                  5,000

                                                                	
                                                                  3,000

                                                                	 
      	
                                                                  8,000

                                                                
	
                                                                  ENGLAND/UK

                                                                	
                                                                  200,000

                                                                	
                                                                  50,000

                                                                	
                                                                  10,000

                                                                	
                                                                  20,000

                                                                	
                                                                  80,000

                                                                
	
                                                                  FRANCE

                                                                	
                                                                  250,000

                                                                	
                                                                  50,000

                                                                	
                                                                  Straight
      dist

                                                                	
                                                                  20,000

                                                                	
                                                                  90,000

                                                                
	
                                                                  FRENCH
      CANADA

                                                                	
                                                                  35,000

                                                                	
                                                                  15,000

                                                                	
                                                                  10,000

                                                                	
                                                                  5,000

                                                                	
                                                                  30,000

                                                                
	
                                                                  GERMANY/
      AUSTRIA

                                                                	
                                                                  300,000

                                                                	
                                                                  100,000

                                                                	
                                                                  25,000

                                                                	
                                                                  75,000

                                                                	
                                                                  200,000

                                                                
	
                                                                  GREECE

                                                                	
                                                                  20.000

                                                                	
                                                                  7,000

                                                                	
                                                                  4,000

                                                                	
                                                                  2,000

                                                                	
                                                                  13,000

                                                                
	
                                                                  HONG
      KONG

                                                                	
                                                                  30,000

                                                                	
                                                                  8,000

                                                                	
                                                                  2,000

                                                                	
                                                                  2,000

                                                                	
                                                                  12,000

                                                                
	
                                                                  HUNGARY

                                                                	
                                                                  10,000

                                                                	
                                                                  2,000

                                                                	
                                                                  1,000

                                                                	
                                                                  1,000

                                                                	
                                                                  4,000

                                                                
	
                                                                  INDIA

                                                                	75,000 	15,000	
                                                                  10,000

                                                                	
                                                                  10,000

                                                                	
                                                                  35,000 

                                                                
	
                                                                  INDONESIA

                                                                	
                                                                  35.000 

                                                                	
                                                                  12,000 

                                                                	2,000 	
                                                                  2,000

                                                                	
                                                                  16,000 

                                                                
	
                                                                  ISRAEL

                                                                	
                                                                  15,000

                                                                	
                                                                  7,000

                                                                	
                                                                  2,000

                                                                	
                                                                  1,000

                                                                	
                                                                  10,000

                                                                
	
                                                                  ITALY

                                                                	
                                                                  300,000

                                                                	
                                                                  100,000

                                                                	
                                                                  20.000

                                                                	
                                                                  30,000

                                                                	
                                                                  150,000

                                                                
	
                                                                  JAPAN

                                                                	
                                                                  400,000

                                                                	
                                                                  150.000

                                                                	
                                                                  25,000

                                                                	
                                                                  50,000

                                                                	
                                                                  225,000

                                                                
	
                                                                  KOREA

                                                                	
                                                                  150,000

                                                                	
                                                                  50.000

                                                                	
                                                                  20.000

                                                                	
                                                                  20,000

                                                                	
                                                                  90,000

                                                                
	
                                                                  LATIN
      AMERICAN TV

                                                                	
                                                                  50,000

                                                                	 
      	 
      	
                                                                  25,000

                                                                	
                                                                  25,000

                                                                
	
                                                                  MALAYSIA

                                                                	
                                                                  10,000

                                                                	
                                                                  2,000

                                                                	
                                                                  2,000

                                                                	
                                                                  1,000

                                                                	
                                                                  5,000

                                                                
	
                                                                  MEXICO/
      CENTRAL AMER

                                                                	
                                                                  30,000

                                                                	
                                                                  15,000

                                                                	
                                                                  4.000

                                                                	 
      	
                                                                  19,000

                                                                
	
                                                                  MIDDLE
      EAST

                                                                	
                                                                  15,000

                                                                	
                                                                  2,000

                                                                	
                                                                  2,000

                                                                	
                                                                  1,000

                                                                	
                                                                  5,000

                                                                
	
                                                                  PAKISTAN

                                                                	
                                                                  25,000

                                                                	
                                                                  7,500

                                                                	
                                                                   
      5,000

                                                                	
                                                                  2,500

                                                                	
                                                                  15,000

                                                                
	
                                                                  PHILIPPINES

                                                                	
                                                                  35,000

                                                                	
                                                                  7,500

                                                                	
                                                                  7,500

                                                                	
                                                                  5,000

                                                                	
                                                                  20,000

                                                                
	
                                                                  POLAND

                                                                	
                                                                  25,000

                                                                	
                                                                  7,500

                                                                	
                                                                  4,000

                                                                	
                                                                  3,500

                                                                	
                                                                  15,000

                                                                
	
                                                                  PORTUGAL

                                                                	
                                                                  20.000

                                                                	
                                                                  5,000

                                                                	
                                                                  3,000

                                                                	
                                                                  2,000

                                                                	
                                                                  10,000

                                                                
	
                                                                  ROMANIA

                                                                	
                                                                  15,000

                                                                	
                                                                  4,000

                                                                	
                                                                  l,000

                                                                	
                                                                  2,000

                                                                	
                                                                  7,000

                                                                
	
                                                                  RUSSIA

                                                                	
                                                                  125,000

                                                                	
                                                                  50,000

                                                                	
                                                                  10.000

                                                                	
                                                                  15,000

                                                                	
                                                                  75,000

                                                                
	
                                                                  Scandinavia

                                                                	
                                                                  NORDISK
      STRAIGHT DISTRIBUTION DEAL

                                                                	 
      	 
      
	
                                                                  SINGAPORE

                                                                	
                                                                  10,000

                                                                	
                                                                  2,000

                                                                	
                                                                  2,000

                                                                	
                                                                  1,000

                                                                	
                                                                  5,000

                                                                
	
                                                                  SOUTH
      AFRICA

                                                                	
                                                                  NU
      METRO STRAIGHT  DISTRIBUTION
      DEAL

                                                                	 
      	 
      
	
                                                                  SPAIN

                                                                	
                                                                  250,000

                                                                	
                                                                  75,000

                                                                	
                                                                  20,000

                                                                	
                                                                  30,000

                                                                	
                                                                  125,000

                                                                
	
                                                                  SRI
      LANKA

                                                                	
                                                                  8,000

                                                                	
                                                                  2,000

                                                                	
                                                                  2.000

                                                                	
                                                                  2,000

                                                                	
                                                                  6,000

                                                                
	
                                                                  TAIWAN

                                                                	
                                                                  30,000

                                                                	
                                                                  10,000

                                                                	
                                                                  5,000

                                                                	
                                                                  4,000

                                                                	
                                                                  19,000

                                                                
	
                                                                  THAILAND

                                                                	
                                                                  15,000

                                                                	
                                                                  2,000

                                                                	
                                                                  4,000

                                                                	
                                                                  1,000

                                                                	
                                                                  7,000

                                                                
	
                                                                  TURKEY

                                                                	
                                                                  15,000

                                                                	
                                                                  5,000

                                                                	
                                                                  1,000

                                                                	
                                                                  4,000

                                                                	
                                                                  10,000

                                                                
	
                                                                  venezuela

                                                                	
                                                                  15,000

                                                                	
                                                                  5,000

                                                                	
                                                                  2,000

                                                                	 
      	
                                                                  7,000

                                                                
	
                                                                  WEST
      AFRICA

                                                                	
                                                                  25,000

                                                                	
                                                                  10,000

                                                                	
                                                                  5,000

                                                                	
                                                                  4.000

                                                                	
                                                                  19,000

                                                                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                                  TOTAL
      (excluding USA)

                                                                	
                                                                  $3,194,000 

                                                                	
                                                                  $1,048,500

                                                                	
                                                                  $294,000

                                                                	
                                                                  $399,500

                                                                	
                                                                  1,742,000

                                                                
	
                                                                   

                                                                  Where
      Pay TV and Free TV are sold separately in any territory,  the
      minimum price for each of Pay TV and Free TV shall
      be deemed to be 50%
      of the applicable price set forth in the "MINIMUMS TELEVISION"
      column.

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
        4