Unassociated Document


    
      

      

    

    Exhibit 10.1

     

    ASSET PURCHASE
AGREEMENT
between
LUX DIGITAL PICTUTES INC.
(a Wyoming
corporation)
and
LUX DIGITAL PICTURES, GmbH,
(a German Registered
Company)

     

    THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated June
1, 2008, between related “sister” Company’s Lux Digital Pictures GmbH, a German
Registered Company, (“Seller” herein) and Lux Digital Pictures Inc., a Nevada
corporation, (“Buyer” herein), is made with reference to the following
provisions, and shall be effective upon payment of the Purchase Price and
execution of this Agreement.

     

    RECITALS

     

    A.  
The Seller owns certain motion picture rights, copyrights and licenses as well
as certain “brands” and “business concepts” and certain rights to ongoing
business and contracts as more fully detailed in Schedules “A”, “B”, “C” and “D”
attached hereto and made part of this Agreement (“Assets”).

     

    B.  
Seller desires to transfer and sell the Assets and the Buyer desires to acquire
the Assets and assume all of Seller’s right, title and interest in and to the
Assets and Seller is agreed to accept shares of common stock in the Buyer as
full consideration for the Assets.

     

    C.  
The Buyer and Seller agree that upon execution of the document and payment of
the Purchase Price, title to the Assets shall immediately pass to Buyer and
Buyer shall have complete use, control and benefit of the Assets and Seller
shall become the majority and controlling shareholder of Buyer.

     

    AGREEMENT

     

    NOW, THEREFORE, in consideration of the mutual agreements,
warranties and representations contained in this Agreement, the parties hereby
agree as follows.

     

    Incorporation of Recitals

     

    The recitals and prefatory phrases and paragraphs set forth
above are hereby incorporated in full and made part of this
Agreement.

     

    
      
        
        

      

      
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    ASSET PURCHASE AND CONSIDERATION

     

    1. Assets. Seller
agrees to sell and transfer, and Buyer agrees to purchase the Assets free and
clear of all liens, claims and encumbrances, except solely for the assumption of
Seller’s obligations to complete two (2) feature documentary motion pictures and
for any guild residuals or profit participations that may be due, in connection
with the motion picture rights and licenses acquired hereunder, and as more
fully detailed in the Schedules attached hereto. 

     

    4. Assignment of
Rights. Seller will assign and Buyer will accept and assume all of Seller’s
rights, title and interest in and to the Assets and any contracts in connection
therewith.

     

    5. Purchase Price.
The purchase price for the Assets shall be the issuance by Buyer to Seller of
38,000,000 shares of Buyer’s common stock and 2,500,000 shares of Buyers
preferred stock (“Shares”).

     

    6. Execution and
Closing. The consummation of the transaction contemplated by this Agreement
shall occur immediately upon the execution of this Agreement and the receipt of
Seller of the Shares at which time Buyer shall be delivered all required
materials in connection with the conveyance of the Assets and at which time
Buyer shall assume full control of the Assets.

     

       
After execution of this Agreement, Seller will provide, at its own expense, full
delivery to Buyer of any and all materials, elements, agreements and physical
properties and materials that may be required herein for Buyer to effectively
and efficiently assume all right, title and benefits of the acquired Assets.
Should it be required by Buyer, the Seller shall provide assignments, such bills
of sale and instruments of transfer and conveyance as shall be reasonably be
required by Buyer for the transfer to Buyer of all right, title and interest of
Seller in and to the Assets. The parties shall also deliver to each other such
officer certificates and other instruments as may be reasonably required to
effect the transaction contemplated herein.

     

    ASSET LIABILITY, BUYERS REPRESENTATIONS AND ISSUANCE OF
SHARES

     

    7. Asset
Liability. Buyer shall not assume or be responsible for any liabilities or
obligations of Seller, except for those assumed obligations described herein,
including without limitation, any liabilities which Seller was obligated to
satisfy prior to execution Date, or for any tax liability of the Seller . Buyer
shall take all Assets transferred by this Agreement free of any liens, claims,
and encumbrances existing or claimed to exist on the Assets.

    
    

     

    
      
        
        

      

      
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    8. Buyers
Representations. The Seller acknowledges and agrees that the Shares being issued
to Seller hereunder, as the Purchase Price, are being issued by the Buyer as a
private Company and there shall be no tradable exchange for the Shares unless
and until Buyer makes successful filings with the SEC and FINRA to allow Buyers
common stock to be traded in the public market. Seller further acknowledges that
it understands that it is the Buyers intent to make such filings but that Buyer
has no obligation, whatsoever, to Seller or anyone related to Seller to make any
such filings and it shall do so in its sole discretion and judgment. In the
event that Buyer eventually becomes a publicly traded Company Seller
acknowledges that the Shares issued to Seller hereunder will be issued in
accordance with rule 144 of the Securities Act and, as such, Seller further
acknowledges and agrees that all Shares issue hereunder will be “restricted
securities” within the meaning of the Securities Act.

     

    9. Issuance of
Shares. The Seller acknowledges that the Buyer has not agreed and has no
obligation to register the resale of the Shares under the Securities Act. Seller
acknowledges and agrees that any and all certificates representing the Shares,
to be issued hereunder, may be endorsed with restrictive legends. Seller
acknowledges that it is a related Company to Buyer and is, therefore, familiar
with the details of Buyer’s financial condition and that Seller represents that
it is sophisticated and experienced in financial matters and that the Shares
being issued hereunder are for Seller’s own account and that the issuance of the
Shares have not been reviewed by the SEC or any securities regulatory
authorities.

     

    OTHER REPRESENTATIONS OF THE SELLER’S AND BUYER

     

    10. Other
Representations of the Seller. Seller hereby represents and warrants to Buyer as
follows:

     

    (a)  Title
to the Purchase Assets. Seller is the lawful owner and has good and marketable
title to all of the Assets and hereby grants indemnification unto Buyer and its
successors and assigns against claims of any third parties. Seller is a duly
authorized corporation under the laws of Germany, validly existing and in good
standing. This Agreement has been duly authorized by the Board of Directors of
Seller and constitutes the binding and enforceable obligation of Seller. Seller
has authority to sell and transfer the Assets, which are free and clear from any
liens or encumbrances. Additionally, Seller has received all consents regarding
the acquisition from any entities whose consents are necessary, including but
not limited to, any and all governmental regulatory agencies whose consents are
necessary, holders of notes, company affiliates, and corporate
consents.

     

    
      
        
        

      

      
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    (b) 
Seller’s Liabilities. Seller represents that it does not have any liability or
obligation (direct or indirect, contingent or absolute, known or unknown, mature
or unmatured of any nature whatsoever, whether arising out of contract, tort,
statute or other (“Liabilities”), except: (i) as specifically disclosed in a
Schedule hereto to be provided to the Seller on or before the date hereof, which
is incorporated herein by reference; (ii) liabilities incurred in the ordinary
course of business which will not individually or in the aggregate be materially
adverse to, or result in a material increase in the current or long term
liabilities or obligations of Seller . To the best knowledge of the Seller, upon
due inquiry, there is no basis for assertion against Seller of any
liabilities.

     

    (C) 
Compliance with Laws. Seller has complied with and is not in default under any
applicable law, ordinance regulation or order, the violation of which would
materially and adversely affect the Assets. There is no litigation proceeding or
investigation pending or known to be threatened which might materially and
adversely effect the Assets.

     

    (d)  Taxes.
Seller has duly filed all federal, state, local, and foreign tax returns, if
any, necessary to be filed by it and has duly paid all taxes (including any
interest or penalties) which are or will be due or payable with respect to
taxes. There are no known or proposed penalty, interest or deficiency
assessments with respect to taxes that require payment by, relate to or could
adversely affect the purchased Assets.

     

    (e) 
Completeness of Statements. No representation or warranty in this Agreement and
no statement set forth in any schedule attached hereto contains any untrue
statement of any material fact, or omits to state any material fact necessary to
make the statements contained therein not misleading.

     

    (f)  
Operation in the Ordinary Course. During the period of Seller’s ownership up and
to and including the date hereof: (i) there has been no damage destruction or
loss or any event materially adversely affecting the Assets, and (ii) there has
been no sale or other disposition of the Assets except as disclosed
herein.

     

    11. 
Representation and Warranties of the Buyer. Buyer represents and warrants to
Seller that Buyer is a corporation duly organized, validly existing and in good
standing under the laws of Wyoming, and this agreement has been duly authorized
by the Board of Directions of Buyer and constitutes the valid binding and
enforceable obligation of the Buyer . 

     

    
      
        
        

      

      
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    12.  Notice
of Default. In the event of default by either party, the non-defaulting party
shall provide written notice of default to the defaulting party. Such notice of
default shall provide ninety (90) days for the defaulting party to cure the
default.

     

    13. 
Commissions and Finder’s Fees. Buyer and the Seller each hereby represent and
warrant that neither of them have retained or used the services of any
individual, firm or corporation in such manner as to entitle such individual,
firm or corporation to any compensation for broker’s or finder’s fees with
respect to the transactions contemplated hereby for which the other may be
liable.

     

    14. 
Governing Law. By executing this Agreement, the parties agree that this
Agreement shall be governed by and construed in accordance with the laws of the
state of Wyoming. It is the intention of the parties that this Agreement and any
dispute arising out of this agreement be governed and construed, by any Court or
judicial body, under the laws of Wyoming. Furthermore the parties recognize and
declare that Wyoming has the most significant relationship to this Agreement and
any dispute that may arise from it and that any other claimed venue or claimed
jurisdiction has no legitimate interest in this Agreement or any dispute arising
from.

     

    15. 
Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the respective successors of Seller and Buyer and their assigns.
Buyer may freely assign its rights under this Agreement without the consent of
Seller or any party related to Seller.

     

    16.  Entire
Agreement. This Agreement sets forth the entire Agreement and understanding of
Seller and the Buyer with respect to the subject matter hereof and supersedes
all prior contemporaneous written or oral agreements, understandings or
representations which are not specifically contained herein. The parties hereto
are related parties and the Agreement was drafted by a related party and they
therefore consent that the terms of this Agreement shall not be construed for or
against either party. This Agreement may be amended or modified only by a
written instrument signed by Seller and the Buyer or their successors in
interest.

     

    17.  Disputes. The parties agree to attempt to resolve any
claim or dispute arising out of or relating to this Agreement by mediation and
good faith reasonable negotiation prior to resorting to litigation or other
judicial process. In the event this Agreement is placed in the hands of an
attorney for enforcement, the prevailing party shall be entitled to recover
court costs and their reasonable attorney fees.

     

    
      
        
        

      

      
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    18. 
Publicity. Prior to the Closing Date, no notices to third parties (including
press releases) or to any employees, suppliers or customers of Buyer or Seller
(other than key management and other persons whose knowledge is required), shall
be made by any party hereto unless mutually agreed to, planned and coordinated
jointly among the parties hereto except as may be required by regulatory
bodies.

     

    19. 
Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which taken together shall
constitute one and the same Agreement.

     

    20.  
No Third Party Beneficiaries. The terms and provisions contained in this
Agreement (including the documents and the instruments referred to herein) are
not intended to confer upon any person other than the parties and any successor
in interest of the parties hereto any rights or remedies hereunder.

     

    21.  Further Assurances. From and after the date of execution,
upon the request of any party, the other party shall do, execute, acknowledge
and deliver all such further acts, assurances, deeds, assignments, transfers,
conveyances  and other instruments and papers as may be reasonably required
or appropriate to carry out the transactions contemplated by this
Agreement.

     

    22.  Amendment. This Agreement maybe amended, or any provision
of this Agreement may be waived, provided that any such amendment or waiver is
set forth in a writing executed by Seller and Buyer or their assigns or
respective successors in interest. No course of dealing between or among any
persons having any interest in this Agreement will be deemed effective to
modify, amend or discharge any part of this Agreement or any rights or
obligations of any person under or by reason of this Agreement.

     

    23. 
Waiver. No waiver by either party of any breach of a provision of this Agreement
shall be a waiver of any subsequent breach, whether of the same or a different
provision of this Agreement.

     

    IN WITNESS WHEREOF, Seller and Buyer have executed this
Agreement as of the date first above written.

     

     

    
      	
               

               

            	
               

               

            	
               

               

            
	
              BUYER :

               

            	
               

               

            	
              SELLER’S :

               

            
	
              Lux Digital Pictures Inc

            	
               

               

            	
              Lux Digital Pictures, GmbH

            
	
              By

            	
               

               

            	
               

            
	
              Mr. Ingo Jucht

            	
               

               

            	
              Mr. Ingo Jucht

            
	
              CEO

            	
               

               

            	
              Managing Director

            
	
              Witness:

            	
               

               

            	
              T. Joseph Coleman

            


    

     

    
      
        
        

      

      
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    SCHEDULE “A”

     

    To the Agreement dated June 10, 2008 by and between Lux
Digital Pictures, Inc (“Buyer”) and Lux Digital Pictures GmbH
(“Seller”)

     

    ASSETS

     

    
      	
               

               

            	
               

               

            
	
              1) 

            	
              All of Sellers right, title and interest in and to the
      motion picture “Night of the Living Dead 3D” including, but not limited
      to, the assignment of its copyright, all underlying agreements and
      properties, all licenses, contracts and agreements, logos, domain names,
      web sites, physical and marketing materials, goodwill and any and all
      other right, title and interest not specifically described
      herein.

            
	
               

            	
               

            
	
              2) 

            	
              Specific assignment of all of Seller’s right, title and
      interest under Seller’s agreement with Lions Gate Films, Inc, for the
      picture “Night of the Living Dead 3D”, dated August 23, 2006 and attached
      hereto as Schedule “B”.

            
	
               

            	
               

            
	
              3) 

            	
              Specific assignment of all of Seller’s right, title and
      interest under Seller’s agreement with Showcase Entertainment, Inc, for
      the picture “Night of the Living Dead 3D”, dated September 16, 2006 and
      attached hereto as Schedule “C”.

            
	
               

            	
               

            
	
              4) 

            	
              All of Seller’s right, title and interest in and to the
      “brands” and “business concepts”: “Midnight Movies”, “New Broadway
      Cinema”, “DigiTheater” and “ShortSceams” inclusive of all copyrights and
      trademarks, the rights to use names and logos and all goodwill. All of
      Seller’s right, title and interest in and to two (2) partially completed
      feature length documentary feature motion pictures: “Nightmares in Red,
      White and Blue” and “American Grindhouse” acquired by Seller under its
      agreement with Midnight Movies Entertainment, Inc dated April 14. 2008 and
      attached hereto as Schedule “D”.

            


    

     

    
      
        
        

      

      
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      AGREEMENT

      "NIGHT
OF THE LIVING DEAD 3D"

       

      This agreement
(the "Agreement") is made and entered into as of August 23, 2006, by and between
Lux Digital Pictures GmBH (individually and collectively, "Grantor") and Lions
Gate Films Inc. ("LGF") with respect to that certain motion pictures presently
entitled  "Night of the Living Dead 3D". 

      
        
          

        

      

       

      1.    Picture: The "Picture" shall mean
that certain motion picture presently entitled
"Night of the Living Dead 3D" and any and all
versions thereof and all "bloopers", footage, trims and outtakes thereof
(including, without limitation, the
Director's Cut and the Final
Cut and any and all versions of each of me foregoing, all versions rated by the
Motion Picture Association of America and unrated
versions of the Picture, "behind the scenes", "making of and any and all other
documentary or short films concerning the Picture, and all footage, "bloopers",
trims and out-takes of each of me foregoing),
produced by, on behalf of or at Grantor's direction, in the year 2006,
starring Briaima Brown, Joshua DesRoches, Johanna Black, Sid Harig and Greg
Travis in the principal lead and supporting roles and directed by Jeff
Broadstreet. Grantor shall only be required to Deliver such "behind the scenes",
"making of and other documentary and short films concerning the Picture, and
such footage, "bloopers" trims and outtakes of the Picture as are available,
except as otherwise set forth in the Delivery Schedule with respect to
Television Cover Shots.

       

      2.    Territory:
The 'Territory" shall mean and include each of the following: (a) United States
of America (including but not limited to, Guam, Saipan, Midway Island, the Trust
Territory Islands, the Caroline Islands, the Marshall Islands, the Virgin
Islands, Puerto Rico and American Samoa) ("U.S."), its territories, possessions,
trusteeships and commonwealths and all military bases, ships at sea, airlines
and oil rigs flying the flag or serviced from of the U.S., (b) Bermuda and the
Bahamas Islands. 

       

      3.    
Rights Granted; Release Commitments:

       

      a.    
Rights
Granted to LGF: Grantor hereby grants to LGF, on an exclusive basis, all
jigjnis
in and to the Picture and the underlying material with respect thereto,
under copyright and otherwise, in all languages and in all media, whether now
known or hereafter devised, including, without limitation, all Non-Theatrical,
Home Video, Television, and ancillary and derivative rights in and to the
Picture, by all methods of delivery, whether now know or hereafter devised,
including without limitation, all Internet Delivery Mechanisms, all as such
rights may be more
specifically defined in Schedule
"A", which is attached
hereto and incorporated herein by Has
reference (collectively, the "Rights*), but expressly excluding the
Copyright, all rights in and to
all sequels, prequels and remakes of the
Picture, and the Theatrical, Merchandising, Soundtrack, Music Pubhshjng,
Literary Pubtishing and Electronic Publishing Rights in and to
the Picture (collectively, the "Reserved Rights'^) and all rights to all
sequels, prequels and remakes of the
Picture, regardless of form
(e.g., theatrical, made for cable, episodic television, etc.). Without
limiting
me generality of the foregoing, the Rights granted to LGF hereunder shall
include, without limitation, the exclusive right to market, advertise, promote
and publicize the Picture in all media, whether now known or hereafter
devised.

       

      
        
          
          

        

        
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      b.   
Grantor's Theatrical
Release Commitment
Grantor shall cause a theatrical release of the Picture in the Territory prior
to LGF 8
initial Home Video Street Date of the Picture in the Territory and in no
event later than November 10,2006. Such theatrical release shall occur on no
fewer than three hundred fifty (350) screens in its initial release and shall
have no fewer than five hundred (500) playdates. Without limiting the generality
of the foregoing, Grantor shall spend no less than One Million Dollars
($1,000,000.00) in actual, direct, out-of-pocket, third party print and
advertising costs in connection with such theatrical release.

       

      c.    
LGF Marketing: Subject to timely and complete Delivery (and LGFs acceptance) of
the Picture, LGF shall cause a trailer of the Picture to appear on Video Devices
of other motion pictures)
distributed by LGF, the number and selection of which shall be determined
by LGF in its sole discretion. LGF shall market the Picture in accordance with
its good faith business judgment and standard business practices. Without
limiting the generality of the foregoing, LGF shall meaningfully consult with
Grantor with respect to the top sheet of the marketing budget for the initial
Home Video release of the Picture in the Territory. Without limiting the
generality of the foregoing, LGF shall consult with Grantor with respect to
thelselection of the initial Home Video Street Date of the Picture in the
Territory.

       

      d.    
Remakes. Prequels &
Sequels:
LGF shall have a right of first negotiation (for a period of thirty (30) days
commencing on LGFs receipt of the Negotiation Elements), and a right of first
refusal (with respect to offers that are equal to or less than one hundred fifty
percent (150%) of LGFs best financial offer) for a period of thirty (30)
days commencing on LGFs receipt of the material financial terms of any
agreement which Grantor is prepared to accept, with respect to the distribution
of each and every remake, prequel and sequel of the Picture, regardless of form
(e.g., theatrical, made-for-cable, episodic television, etc.). LGFs first
refusal rights shall revive and apply to each and every further offer which
Grantor is prepared to accept and shall continue in full force and effect so
long as Grantor retains any right, title or interest in and to the applicable
rights. Without limiting the generality of the foregoing, LGFs first negotiation
and first refusal rights shall revive and apply each and every time one of the
Negotiation Elements (as mat term is defined below) changes in any material
respect (unless the Negotiation Elements) change after an agreement with a third
party has been executed, subj ect to any reversion of rights to Grantor, as in
the case of a turnaround provision). As used herein, the term "Negotiation
Elements" shall mean written notice from Grantor that includes all of the
following: (a) a copy of the most recent draft of the script, (b) a list of
principal cast and any and all other material attachments (e.g., writer,
director and producer attachments, etc.), (c) a copy of the budget of such
production, and (d) the most recent cut of such production.

       

      e.    
Reserved
Rights Participation: Grantor represents and warrants to LGF that it has
entered into agreements with third parties for the exploitation of each of the
Reserved Rights, other man the remake, prequel and sequel rights in and to the
Picture. One hundred percent (100%) of all monies received by or credited to the
account of Grantor (or the parent of Grantor or
a wholly owned subsidiary or a wholly owned affiliated entity of Grantor) from
the eixploitation of the Reserved Rights (other than the remake, prequel and
sequel rights in and to the Picture) shall be allocated and paid Eighty Percent
(80%) to Grantor and Twenty Percent (20%) to LGF. LGF shall be copied on all
reporting statements rendered to Grantor with respect to each of the Reserved
Rights within five (5) business days of Grantor's receipt of such reporting
statement. If Grantor self-distributes any of the Reserved Rights at any point
during the Term, Grantor shall render accounting statements and payments to LGF
under the same terms and conditions as LGF is required to render accounting
statements and payments to Grantor pursuant to paragraph 12 below. LGF shall be
entitled to the same audit rights as are accorded to Grantor pursuant to
paragraph 13 below.

       

       

      
        
          
          

        

        
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      4.   
Term:
The Term"offhis Agreement shall commence as of the date first written above and
shall terminate Twenty-Five (25) years from complete Delivery of the Picture to
LGF in accordance with the Delivery Schedule plus an additional six (6) month
exclusive sell-off period Without limiting the generality of the foregoing, LGF
shall have a right of first negotiation and a right oflast refusal with respect
to any extensions of the Term hereof.

       

      5.   
Minimum
Guarantee: None.

       

      6.   
Grantor's
Participation; Distribution Fees:

       

      a.   
Grantor's
Participation: From One Hundred Percent (100%) of all monies received by
LGF on a non-refundable basis from the exploitation of the Picture in all media,
LGF shall be entitled to deduct the following on a continuing basis and in the
following order: (i) LGFs Distribution Fee for all media, and (ii) LGPs
Distribution Expenses (as that term is defined hereinbelow) plus Interest. AH
revenues remaining after the foregoing deductions shall be referred to herein as
"AGR". Grantor shall be entitled to receive One Hundred Percent (100%) of the
AGR. That portion of the AGR allocated to Grantor pursuant to this paragraph
shall be referred to herein as "Grantor's Participation". LGF shall be entitled
to cross-collateralize all revenues from all media for the purposes of recouping
LGFs recoupable Distribution Expenses plus Interest

       

      b.   
LGFs "Distribution Fee" shall equal Twenty Percent (20%) of One Hundred Percent
(100%)
of all Gross Receipts received by LGF from the exploitation of the Picture in
all media throughout
the Territory.

       

      c.    
As used herein, "Distribution Expenses" shall mean, with respect to all rights
granted to LGF
hereunder, one hundred percent (100%) of the aggregate of all actual, direct,
out-of-pocket, third
patty costs expended or incurred by LGF in direct connection with the
distribution and exploitation
of the Picture throughout the Territory in all media, including, without
limitation, all DLT
Creation Costs, and all conversion, manufacturing, duplication, shipping,
marketing, advertising,
promotion and publicity costs, and all costs to complete Delivery of the Picture
(to the
extent (i) LGF elects to cure any failure of Grantor to complete Delivery of the
Picture in accordance with the Delivery Schedule and/or
(ii) LGF is required to take "access" to any Delivery
Materials pursuant to the Delivery Schedule; and/or fiii) Grantor is not
required to deliver such elements under the Delivery Schedule).

       

      
        
          
          

        

        
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      7.    
Delivery: Grantor shall Deliver, at Grantor's sole cost and expense, all Initial
Delivery Materials (as that term is defined in the Delivery Schedule) to LGF on
or before October 16, 2006 (the "Initial Delivery Date") and all Delivery
Materials set forth in the Delivery Schedule mat are required to constitute
complete Delivery on or before October 30,2006 (the "Complete Delivery Date").
The Initial Delivery Date and the Complete Delivery Date shall be individually
and collectively referred to herein as the "Delivery Date". Without limitation
to those requirements set forth in the Delivery Schedule, all documents required
to be Delivered to LGF pursuant to the Delivery Schedule shall be Delivered in
the English language. It is the essence of this Agreement that Grantor Deliver
both the 3D version of the Picture as well as the 2D version of the Picture in
accordance with the Defivery Schedule.

       

      a    
Running
Time: The Picture shall be Delivered to I/jF
have a running time of not less than eighty (80) minutes, nor more than
one hundred ten (110) minutes, inclusive of main and end titles.

       

      b.   
Rating:
The Picture shall be delivered to LGF having been judged to receive a rating by
the M.P.A.A. that is no more restrictive man "R".

       

      8.    Credits;
Editing: LGF shall have the right to cut, edit, change or add to, delete from or
revise the Picture, including the title, for M.P-A.A. rating purposes, to meet
Television broadcaster standards, practices and timing requirements, to obtain
distribution opportunities (e.g., the creation of an airline and/or ship version
of the Picture, the creation of downloadable episodes (e.g., i-tunes downloads),
and as required by law, court order, and in settlement of a dispute. Subject
only to Grantor's third party contractual restrictions delivered to LGF,
Grantor's credit, and/or any guild restrictions which Grantor has informed LGF
are applicable to the Picture in writing prior to the execution of this
Agreement, LGF may, in its sole discretion, determine and arrange the placing
and size of credits including credits above the title and/or above the artwork
tide. Without limiting the generality of the foregoing, LGF shall have the right
to place its name and logo on all materials concerning the Picture, including,
without limitation, in the main and end credits of the Picture (e.g., LGFs
customary presentation credit), in the billing block, and on all advertising
materials. It is the essence of this Agreement that Grantor Deliver written
notice of all credit, name and likeness obligations and restrictions and all
third party contractual approval and consultation rights to LGF in writing on or
before the Initial Delivery Date. Without limiting the generality of the
foregoing, in the event that a performer or other agreement containing a credit,
name and/or likeness provision or approval or consultation right is unexecuted
as of such Initial Defivery Date, then Grantor shall deliver the most recent
draft of such agreement to LGF and LGF shall have the right to rely thereon.
Without limiting the generality of the foregoing, in the event that a performer
or other agreement obtaining a credit, name and/or likeness and/or approval or
consultation provision is unexecuted as of the Initial Delivery Date, then any
and all contractual credit, name and likeness obligations and restrictions and
approval rights negotiated after such Delivery Date must be approved by LGF in
writing prior to Grantor entering into any agreement with respect thereto. LGF
shall not remove any credit
or copyright notice appearing on screen as the Picture is Delivered to LGF
except as follows: (1) to
comply with a court order or the order of an arbitrator or mediator, (ii) as
required in settlement of a dispute, or (iii) as required by law. 

       

      
        
          
          

        

        
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No casual or inadvertent failure by LGF or any third party to comply with any
credit, name or likeness obligation or restriction, or to comply with any
approval or consultation right, shall be deemed a breach of this Agreement,
provided that LGF takes all commercially reasonable steps to cure such failure
on a prospective basis commencing on LGFs receipt ofwritten notice thereof. The
sole remedy of Grantor for a breach of any of the provisions of tins paragraph 8
shall be an action at law for compensatory damages, it being agreed that in no
event shall Grantor be entitled to consequential or punitive damages, or to seek
or obtain injunctive relief, specific performance, or any other form of
equitable relief, by reason of any breach or threatened breach of any of the
credit, name, likeness or other obligation or restriction or approval or
consultation right, nor shall Grantor be entitled to enjoin or restrain the
exhibition, distribution, marketing, advertising, promotion, or other
exploitation of the Picture.

       

      9.    
Holdbacks: LGF shall control the release dates of the Picture by means of the
Home Video Rights as well as all television exhibition in Canada (in the English
and French languages) and in Mexico (in the English and Spanish languages);
provided that Grantor's distributor of the Picture in Canada and in Mexico shall
each be entitled to release the Picture day and date with LGFs initial
commercial release of the Picture in the Territory in like nfedia. When
applicable, LGF shall also control the wholesale and suggested retail price of
the distribution of the Picture by means of the Home Video Rights in Canada (in
the English and French languages) and in Mexico (in the English and Spanish
languages); provided that Grantor's distributor of the Picture in Canada and in
Mexico shall each be entitled to release the Picture at the same price point as
LGF's initial release of the Picture in the Territory. Grantor guarantees that
the distributors) of the Picture in Canada and in Mexico shall each confirm in
writing its acknowledgement of such holdback and price
restrictions.

             

      10. 
Grantor's Representations and Warranties: Grantor represents and warrants as of
the date hereof and also upon Delivery of the Picture that (a) there are no
non-customary credit, name or likeness obligations or restrictions or approval
or consultation rights applicable to the Picture (all of which, if any, shall be
Delivered to LGF in writing on or before the Delivery Date and LGF shall have
the right to rely thereon) and that LGF shall have the right, but not the
obligation, to utilize the likeness and name of each of the principal cast
members in the artwork and in trailers for the Picture, (b) Grantor owns or
controls all Rights granted to LGF under mis Agreement and mat all such Rights
are free of all Kens, claims, charges, encumbrances, restrictions, and
commitments; (c) there is no agreement concerning the Picture with any person or
entity which, ifbreached, would or could in any way impair, interfere with,
abrogate or adveniery or ctiierwiseaftect any of tie Rights granted to LGF under
this Agreement; (d) LGFs exploitation of the Picture will not be subj ect to any
guild (e.g., WGA, DGA, and SAG) hens, or residuals; (e) it is a corporation duty
formed and validly existing in good standing under the laws of California (with
respect to Midnight Movies Entertainment, Inc.) and Germany (with respect to Lux
Digital Pictures GmbH) and has the full right, power, legal capacity and
authority to enter into and cany out the terms of this Agreement; 

       

       

      
        
          
          

        

        
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(f) neither the Picture, nor any part thereof, nor any materials contained
therein or synchronized therewith, nor the title thereof, nor the exercise of
any Right, license or privilege granted to LGF hereunder,
violates or will violate, or infringes or will infringe, any trademark, trade
name, service mark, patent, copyright (whether common law or statutory), or the
literary, dramatic, musical, artistic, pereonal, private, dviL "droit moral" or
property right or rights of privacy or any other right of any person or entity
whatsoever, or unfairly competes with or slanders or libels (or constitutes a
trade disparagem ent of) any person or entity whatsoever, (g) it has no
agreement with or obligations to any third parry with respect to the Picture
which might conflict or interfere with any of the provisions of this Agreement
or the use or enjoyment by LGF of any of the Rights granted; (h) the rights
granted to LGF herein have not been previously granted, licensed, sold,
assigned, transferred, conveyed or exploited by any person or entity and Grantor
shall not sell, assign, transfer, convey to or authorize any person or entity
any right, title or interest in and to the Picture or any part thereof or in and
to the dramatic or literary material upon which the Picture is based, which is
adverse to or in derogation of the Rights granted to LGF; (i) there is no
litigation, arbitration, claim, demand, or investigation pending or threatened
with respect to the Picture, or the literary, dramatic or musical material upon
which the Picture is based or which is contained therein, or concerning the
physical properties thereof, (j) Grantor
has secured, or by the Delivery Date will have secured, and shall for the
duration of this Agreement maintain, all clearances (including, without
limitation, all music rights and music clearances) which are necessary for LGF
to use and enjoy the Rights granted to LGF in and to the Picture throughout the
Territory for the duration of the Term and that no supplemental or additional
use payments shall be required with respect to the exploitation of the Picture
(or any portion or element thereof, mchxbrig, without limitation, the music
contained therein) and/or any use or exploitation of any advertising or
promotion of the Picture which contains the music as embodied in the Picture
(including both "m-contexf' and "out-of-context" uses thereof); and (k) Grantor
is in all respects in compliance with the requirements of the Child Protection
and Obscenity Enforcement Act of 1988, as amended by the Child Protection
Restoration and Penalties Enhancement Act of 1990, and all rules and regulations
promulgated thereunder (collectively, the "CPOEA") and mat the Picture is in all
respects in compliance with the requirements of the CPOEA, and does not contain
any material that would require Grantor to comply with the recordkeeping
requirements of the CPOEA.

       

      11.  Indemnities:

       

      a.   
Grantor shall indemnify, defend and hold harmless LGF, its parent, subsidiaries,
affiliates,
assignees, licensees, sublicensees, distributors, sub-distributors and dealers,
and the directors,
officers, agents, consultants and representatives of the foregoing (the "LGF
Indemnitees"),
from all claims, costs, liabilities, obligations, judgments or damages
(including reasonable
attorneys' fees), arising out of or for the purpose of avoiding any suit, claim,
proceeding
or demand or the settlement thereof, which may be brought against any of the LGF
Indemnitees
by reason of the actual or proposed production of the Picture, or the use or
disposition
of rights granted herein, or in connection with the breach or alleged breach of
any of the
warranties, representations or obligations made by Grantor, unless resulting
from a breach of this
Agreement by LGF.

       

      
        
          
          

        

        
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7

           

           

        

      

      b.     LGF shall indemnify, defend and hold harmless
Grantor, its parent, subsidiaries, affiliates,
assignees, and the directors, officers, agents, consultants and representatives
of the foregoing
(the "Grantor mdemnitees"),
from all claims, costs, liabilities, obligations, judgments or
damages (including reasonable attorneys' fees but excluding lost profits and
consequential damages)
arising out of or for the purpose of avoiding any suit, claim, proceeding
or demand or the settlement thereof, which may be brought against any of the
Grantor mdemrirtees by reason of the distribution, advertising or promotion of
the Picture, or in connection with the breach or alleged breach of any of the
warranties, representations or obligations made by LGF, except to the extent mat
LGF is required to be indemnified by Grantor in accordance with paragraph 11(a)
hereinabove.

       

      c.    
The parties hereto shall meaningfully consult with each other with respect to
the defense, institution or settlement of litigation in connection with the
rights granted hereunder and LGFs exploitation thereof during the Term and in
the Territory.

       

      12.     
Reporting
Periods: Following exploitation by LGF of the rights granted herein, customary
reporting shall be rendered to Grantor quarterly for two (2) years, then
annually. Statements and accountings shall be delivered within ninety (90) days
of each reporting period. In the event that no payments are due Grantor
hereunder for a period of two (2) consecutive years, then LGF shall have no
obligation to render any reporting hereunder until such time as payments are
owed to Grantor hereunder.

       

      13.     
Audit
Rights: Grantor shall have the right to have a certified public accountant of
its choice audit LGFs books and records with respect to the Picture(s) once per
year (and only once with respect to any particular records and/or statements) at
Grantor's sole cost and expense; such audit shall take place in LGFs principal
place of business and shall not unreasonably interfere with LGFs course of
business. Said audit shall be conducted at LGFs principal place of business
during normal business hours. Grantor shall give LGF ten (10) business days
prior written notice of its intent to conduct such audit All notices, statements
and payments made pursuant to the Agreement shall be deemed valid and shall not
be subject to dispute or audit unless disputed within twelve (12) months after
first issued.

       

      14.     
Assignment
LGF may grant, assign or sublicense tins Agreement or any of its rights or
obligations herein to any third party. Grantor shall not assign tins Agreement
or any of their rights or obligations herein, except that after Delivery of the
Picture is accepted by LGF Grantor shall have the right to assign its right to
receive payment on a single occasion in bulk. Any purported assignment in
violation of tins Agreement shall be null and void.

       

      15.     
No
Third Parry Beneficiaries: Nothing contained in tins Agreement shall be
construed so as to create any
third party beneficiary hereunder. In this regard, nothing under tins Agreement
shall
entitle any third party to any remedies against LGF, at law, in equity,
or otherwise, including, without limitation, any additional audit rights or the
right to seek or obtain injunctive relief against LGFs distribution of the
Picture.

       

      16.      Default If Grantor defaults
(or breaches a material representation and warranty), which
default remains uncured
for fifteen (15) business days following
Grantor's receipt of LGFs written notice
to
Grantor thereof, LGF shall be entitled to terminate this Agreement m the event
that Grantor fails to fully Deliver the
Delivery Materials set forth in the Delivery Schedule, which failure is not
timely,
LGF may create such Delivery Materials, the reasonable, actual, out-of-pocket
cost of which shall be recoupable by LGF, in LGFs sole discretion, as (i) a
Distribution Expense, and/or (n)
from any other monies (e.g. Grantor's Participation, bonuses, etc.) which
are then due and owing to Grantor. LGFs rights and remedies shall be cumulative,
and none ofthem shall be exclusive of any other allowed by law. If LGF defaults,
Grantor shall not be entitled to terminate or rescind this Agreement, nor to
obtain mjunctive relief with respect to the exercise by LGF of the rights
granted hereunder, Grantor's sole remedy shall be an action at law for
damages.

       

      
        
          
          

        

        
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        "The
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      17.     
Governing Law; Jurisdiction: This Agreement shall be construed and interpreted
pursuant to the Laws of the State of California as it applies to contracts
entered into and performed wholly within California or, if appropriate,
the federal laws of the United States of America Any dispute regarding the
validity, construction, terms or performance of mis Agreement or any other
matter in connection therewith shall be submitted to binding arbitration before
the JAMS in Los Angeles, California in accordance with the following
provisions:

       

      a.   
If the parties cannot agree upon a single arbitrator, each party shall select
one arbitrator
who has experience in the motion picture industry and both arbitrators so
selected shall select
a third arbitrator.

       

      b.   
The third arbitrator shall adjudicate the dispute applying the laws of the state
of California
as it applies to contracts entered into and wholly performed within California
or, if appropriate,
the federal laws of the United States of America

       

      c.   
The arbitrator shall issue a written opinion specifying the basis for their
award and
the types of damages awarded.

       

      d.   
There shall be a court reporter record made of the arbitration hearing and said
record
shall be the official transcript of the proceedings.

       

      e.   
Witness
lists, production of documents and subpoenas in the arbitration shall be m
accordance
with Section 1280 et seq. of the California Code of Civil Procedure, except that
the fifteen
(15) day periods set forth in subsections (a)(2)(A)
and (B) of Section 1282.2 shall
be deemed
to be periods of five (5) business days. If the dispute pertains to Delivery,
there shall be made
available to the arbitrator all relevant materials submitted by LGF or Grantor
which purport
to constitute completion and delivery of the Picture. The parties shall
participate in an exchange
of information before the hearing. If any such discovery is not voluntarily
exchanged among
the parties, the party desiring such discovery may apply to the arbitrator at
the outset of the
arbitration for particular discovery requests. The arbitrator may deny only such
discovery as is
unreasonable or is intended to unduly delay the prompt conclusion of the
arbitration.

       

      f
..   The decision of the arbitrator (or the maj ority of the
arbitrators, if applicable) shall be binding upon the parties, shall constitute
a full and final adjudication of the controversy. The parties shall each be
responsible for paying fifty percent (50%) of all the arbitrator's and court
reporter's fees (mduduig, without limitation, the cost of the arbitration). A
judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof.

       

       

      
        
          
          

        

        
          15

          
            
              

            

          

        

        
          
          

        

      

      
        "The
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        DM.03

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9

         

         

      

      This
Agreement (inclusive of Schedule "A", Exhibit "A" and Exhibit "C"),
when executed, is legally binding unless and until superseded by a more
formal agreement incorporating the terms set forth above as well as additional
provisions, which when and if executed, shall replace this Agreement.
Capitalized terms used herein and not otherwise defined shall have the same
meaning as in LGF's standard long-form agreement, subject to good faith
negotiations in accordance with LGF's standard business practices. All items not
addressed above shall be negotiated in good faith pursuant to rffevailing
industry customs and standards and LGFs standard business
practices.

      
         

        AGREED AND ACCEPTED
BY:

         

        
        

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	LIONS GATE FILMS, INC.	 	 	LUX DIGITAL PICTURES GMBH	 
	
                                                Missing
      Graphic Reference

                                              	 	 	
                                                Missing
      Graphic Reference

                                              	 
	
                                                Signature

                                              	 	 	
                                                Signature

                                              	 
	
                                                 

                                              	 	 	
                                                 

                                              	 
	Peter
      Block	 	 	Ingo
      Jucht	 
	PRINT
      NAME	 	 	PRINT
      NAME	 
	 	 	 	 	 
	President
      of Acquisitions	 	 	Operating
      Manager	 
	TITLE	 	 	TITLE	 
	 	 	 	 	 
	10/26/06	 	 	12.10.2006	 
	DATE	 	 	DATE	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

       

      
        
          
          

        

        
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        "The
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        DM.03

        Page
10

         

         

      

      Schedule
"A"

       

      The
Rights

       

      All
rights in and to the Picture and the Screenplay (hereof, exclusively, in the
Territory under copyright and otherwise, but expressly excluding the Reserved
Rights (as that term is defined in the Agreement) in and to the Picture. Without
limiting the generality of the foregoing, LGF is hereby granted the sole and
exclusive right to produce and distribute the Picture in all languages in all
media (other man the Theatrical media and the other Reserved Rights as set forth
herein), whether now known or hereafter devised including, but not limited to
Home Video Rights (including, without limitation, rental, sell-thru (including,
but not limited to, Electronic Sell-Thru, including, but not limited to,
Download-to-Own and Download-to-Bum), Video-On-D em and, and other
pay-per-transaction methods of distribution), Non-Theatrical (including, without
limitation, airlines, ships, hotels, oil rigs, educational institutions, and
military bases and embassies), Television (including, without limitation,
advertising supported programming, premium programming, network television, ad
hoc network television, television syndication, closed circuit, and Pay-Per-View
by all methods of delivery, now known or hereafter devised, whether re-uplinked
or otherwise, including without limitation, terrestrial, digital terrestrial,
Satellite, Cable, MMDS, MDS, DBS, DDT, DIVA, DIVX, SMATV, MATV, ADSL, LPTV,
CATV, and other telecommunication systems), by any and all methods of
distribution, whether now known or hereafter devised, including, without
limitation, fiberoptics and Internet Delivery Mechanisms, without limiting the
foregoing, LGF is hereby granted the exclusive right to exploit the Picture in
all manner and style including, without limitation, the right to sell, rent,
give-away, exhibit, advertise and promote the Picture in all media, whether now
known or hereafter devised. Without limiting the generality of the foregoing
grant, LGF is hereby granted all elements with respect to the Picture, including
the title and characters, and including the exclusive right to edit, delete,
modify, disguise, create, develop, adapt, produce, distribute, exhibit,
broadcast, and exploit the Picture, subject to those editing restrictions set
forth in paragraph 8 of the Agreement Without limiting the generality of the
foregoing grant, LGF is hereby granted the right to exploit and/or license, in
any and all media, all footage, (rims and outtakesof and from the Picture as may
be available, and any portions thereof in any manner and style as LGF shall
determine in its sole discretion, including, without limitation, the right to
use such footage, trims and outtakes in connection with the creation of other
motion pictures and/or other audiovisual works, and to license such footage,
trims and outtakes as "stock footage" as that term is commonly understood in the
entertainment industry (collectively, the "Clip Rights")- In the event that LGF
is required to receive access to the footage, trims and outtakes of the Picture
pursuant to the Delivery Schedule (as opposed to physical delivery), then prior
to Grantor destroying or electing not to store any footage from the Pictures and
any trims and outtakes from the Pictures, Grantor shall notify LGF in writing
and LGF may elect to store such footage, trims and outtakes at LGF' s cost If
LGF does so elect to store such footage, trims and outtakes, Grantor shall have
access to all such material. Grantor shall pay for the laboratory charges and
duplication costs which Grantor incurs in this regard.

       

      Capitalized
terms utilized herein and not otherwise defined shall have the same meaning as
in LGF's Standard Terms and Conditions, which shall be negotiated in good faith
in accordance with LGF's standard business practices.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      

        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.

        


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

        
          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.


        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

        
          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


        

         


        
          
             


          

          
            20

            
              

            

          

          
             


          

        

        
          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 temtory,  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.

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        



        
          
             


          

          
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