Sin City License Agreement


    Exhibit
      10.17

    


    


    Pursuant
      to 17 C.F.R. 240-24b-2, confidential information in the Sin City License
      Agreement has been omitted in places marked “[* * * ]”and has been filed
      separately with the United States Securities and Exchange Commission pursuant
      to
      a Confidential Treatment Application filed with the Commission.


    


    


    Sin
      City License Agreement

    


    This
      License Agreement (the “Agreement”),
      effective as of May 17, 2007 (the “Effective
      Date”),
      confirms the agreement by and between Frank Miller, Inc. (“FMI”),
      a New
      York corporation, and Red Mile Entertainment, Inc. (“Red
      Mile”),
      a
      Delaware corporation:

    


    Recitals

    


    A.  Red
      Mile
      is a developer and publisher of interactive entertainment software, including
      video games. 

    


    B.  Frank
      Miller (“Miller”)
      is the
      creator of the “Property” (as hereinafter defined). 

    


    C.  FMI
      controls all video game and related rights to the Property.

    


    D.  Ground
      Zero Productions (“GZP”)
      writes,
      designs, and produces video games.

    


    E.  Union
      Entertainment LLC (“Union”)
      writes,
      designs, and produces video games and is otherwise active in the videogame
      industry. 

    


    F.  FMI
      desires to license the “Rights”
      (as
      hereinafter defined) during the “Term”
      (as
      hereinafter defined) to Red Mile for the purposes of creating, developing,
      marketing, and commercially distributing one or more video games and other
      products based on the Property pursuant to the terms and conditions set forth
      in
      this Agreement, including, but not limited to, the participation and involvement
      of Union and GZP. 

    


    G.  Red
      Mile
      desires GZP and Union to provide design, story, scriptwriting, and production
      services in conjunction with the creation, marketing, and distribution of the
      “Games”
      (as
      hereinafter defined). 

    


    H.  FMI,
      Red
      Mile, GZP, and Union have entered into a Memorandum of Understanding dated
      as of
      July 17, 2006 (the “MOU”)
      which,
      upon the mutual execution hereof, will be superseded and replaced by this
      Agreement.

     

    
 

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    For
      good
      and valuable consideration, the receipt and sufficiency of which the parties
      hereto acknowledge, FMI and Red Mile agree as follows: 

    


    
      	1.0  	
              LICENSE
                OF RIGHTS 

            


    

    


    1.1  FMI,
      subject to the terms and conditions of this Agreement, hereby licenses to Red
      Mile during the Term on an exclusive basis the Rights throughout the “Territory”
(i.e., the universe) and in all languages. The “Rights”
      means
      the rights to use, to copy, to modify, to manufacture, to distribute, to
      develop, to publish, to display publicly, and to have copied, modified,
      manufactured, distributed, developed, published or publicly displayed, and
      otherwise to exploit the “Property” in the design, development, manufacture,
      packaging, distribution, publishing, promotion, advertisement, sale and
      exploitation of
      the
“Initial Game SKUs,” and,
      if
      applicable according to the terms hereof, the “First Sequel Games,” the “Second
      Sequel Games,” the “Third Sequel Games,” and as applicable, “Add-Ons” and
“Supplemental Products” (as each of the preceding initially capitalized and
      quoted terms is defined below). The Rights, subject to this Agreement’s terms,
      shall include the right to sell, to rent, to exploit, and/or to have sold,
      rented or exploited the “Licensed Products” (as defined below) through all known
      channels of distribution subject to this Agreement’s terms and conditions. The
      Initial Game SKUs, the First Sequel Games, Second Sequel Games, and the Third
      Sequel Games are sometimes referred to collectively in this Agreement as the
      “Games.”
      The
      Games, Add-Ons and Supplemental Products may be referred to in this Agreement
      collectively as the “Licensed Products.” A
      complete index of defined terms used in this Agreement is set forth on
Exhibit
      A
      attached
      hereto and incorporated in this Agreement by reference. 

    


    1.2  The
      “Property”
      consists
      of the following, subject to the terms hereof (including without limitation
      Paragraph 1.3 hereof): 

    


    1.2.1  (A)
      the
      SIN CITY comic books and graphic novels that (i) have been published as of
      the
      Effective Date, or that are published in the future, by or at the direction
      of
      FMI or Miller; and (ii) are owned or controlled by FMI or Miller as of the
      Effective Date or during the Term, including all original parts and elements
      thereof (in each case, whether referred to as SIN CITY or FRANK MILLER’S SIN
      CITY). (B) Notwithstanding anything to the contrary in this Agreement, the
      Property expressly includes all characters, storylines, art and other elements
      of those comic books and graphic novels set forth on Schedule
      1
      attached
      hereto and incorporated in this Agreement by reference other than any
      single-page pin-ups drawn by an artist other than Miller and, subject to any
      other exclusions expressly set forth on Schedule
      1,
      as such
      Schedule may be amended by mutual written agreement of the parties from time
      to
      time during the Term (the items referenced in this Paragraph 1.2.1
      collectively, the “SIN
      CITY Books”); 

    


    1.2.2  specifically,
      and without limiting the foregoing, the SIN CITY name, copyright, trademark
      and
      logo; and the name, likeness, and images of each and every character, human
      or
      otherwise, original to and appearing in any SIN CITY Books (by way of example
      but not limitation, Marv, Nancy, Dwight, Miho, Ava, etc.) or created or
      developed by or at the direction of FMI or Miller for any of the Games;


     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.2.3  the
      name,
      likeness, and image of any original non-character asset or entity (e.g., Kadie’s
      Bar; Old Town) owned or controlled by Miller or FMI and appearing in any SIN
      CITY Books or created or developed by or at the direction of FMI or Miller
      for
      any Game; 

    


    1.2.4  the
      script, plot, and storyline of each of the SIN CITY Books; 

    


    1.2.5  all
      art
      created by or at the direction of FMI or Miller appearing in any SIN CITY Book
      or in any Game;

    


    1.2.6  subject
      to the terms hereof, any comic book or graphic novel owned or controlled by
      FMI
      or
      Miller (in each case, as of the Effective Date or during the Term) that features
      the name SIN CITY as all or a significant part of its title or subtitle, or
      that
      features members of the SIN CITY Books cast of characters or locations;


    


    1.2.7  any
      material created by Red Mile (or at its direction) that is incorporated in
      a
      Licensed Product and for which Red Mile has complied with its obligations
      pursuant to Paragraph 13.2 below (collectively, the “Created
      Materials”);
      and
      provided further that the Created Materials expressly exclude the “Red Mile
      Intellectual Property” (as hereinafter defined); and

    


    1.2.8  any
      photographs, artwork, music or other materials designated as Property by FMI
      pursuant to Paragraph 13.1
      below.

    


    1.3  Notwithstanding
      anything to the contrary contained in this Agreement, but expressly subject
      to
      the provisions of Paragraph 1.2.1(B)
      above:

    


    1.3.1  the
      Property shall not include any of the following (collectively, the “Excluded
      Property”): 

    


    1.3.1.1  (i)
      any
      materials, stories, characters, logos, marks, or other elements from any source
      not owned or controlled by FMI or Miller or not primarily a part of the SIN
      CITY
      universe, including, without limitation, any crossover comic books or other
      stories, any back-up stories not directly related to the SIN CITY universe,
      and
      any “guest appearances” (e.g., characters who are not regular elements of the
      SIN CITY universe, but are a part of another comic book or other medium whether
      or not such character is owned and/or controlled by FMI) or are comprised of
      any
      non-story materials such as advertising or essays, and (ii) any depictions
      or
      illustrations of the Property or other art that appears in a Sin City
      publication that is not integrated into a SIN CITY story (e.g., a full page
      “pin-up”, fan letters, fan or “guest artist” drawings);


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    1.3.1.2  any
      “Excluded
      Adaptation” (as defined in Paragraph 1.4, below); provided that if a scene,
      storyline or character that appears in the SIN CITY Books also appears in an
      Excluded Adaptation, then Red Mile shall be entitled hereunder only to use
      such
      scene, storyline, character, or other element as it appears in the SIN CITY
      Books as a part of the Property but not the Excluded Adaptation version
      thereof; 

    


    1.3.1.3  without
      limiting any of the foregoing exclusions, any publication published by or
      through Miramax Film Corp., the Weinstein Co., Dimension Films, Troublemaker
      Studios, Robert Rodriguez, NECA, or Dynamic Forces/Dynamite Entertainment,
      or
      any other motion-picture, television, home video, or non-comic book/non-graphic
      novel (e.g., merchandise) licensee, owner, or participant (other than of Miller
      or FMI), or any affiliate, subsidiary, licensee, or successor thereof (other
      than Miller or FMI), except in each case, to the extent any scene, storyline,
      character, or other element thereof is incorporated into the SIN CITY Books
      and
      not otherwise expressly subject to exclusions set forth in
      Paragraphs 1.3.1.1,
      1.3.1.2, 1.3.1.4,
      or
      1.3.1.5
      in this
      Agreement);

    


    1.3.1.4  any
      rights to any motion picture, television, live-stage, and/or home-video
      production based on or related to the Property, including, without limitation,
      the motion picture released by Miramax under the title Frank
      Miller’s Sin City
      aka
Sin
      City
      (the
“Initial
      Film”);
      and

     

    1.3.1.5  any
      element of the SIN CITY universe that does not qualify for inclusion in the
      Property.

    


    1.4  The
      parties acknowledge that (a) FMI has licensed and/or sold certain rights to
      the
      Property to “Miramax” (defined below) for adaptation for feature films or other
      productions (but not for use in software video games), the Initial Film has
      already been produced and distributed, and one or more other feature films
      (based on the Property and/or the Excluded Property) are under consideration
      and/or in development (the Initial Film and any other such non-comic book or
      graphic novel adaptation of the Property including without limitation any motion
      picture, television, live-stage, on ice, theme park, live radio, or home video
      production based on or related to the Property are sometimes referred to in
      this
      Agreement collectively as the “Excluded
      Adaptations”);
      (b)
      Red Mile acquires no right to use any of the Excluded Adaptations, in whole
      or
      in part, pursuant to this Agreement or the MOU, and (c) during the Term, FMI
      shall not license to any third party any right to use any of the Excluded
      Adaptations, in whole or in part, in connection with any software video games
      except as this Agreement may otherwise provide. As used in this Agreement,
      “Miramax”
      includes
      Miramax Film Corp., Dimension Films, and/or the Weinstein Co., the Walt Disney
      Company and/or any affiliate, subsidiary, or licensee of or successor to Miramax
      Film Corp., Dimension Films, and/or the Weinstein Co.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    1.5  “Initial
      Game”
      as used
      in this Agreement means: the initial interactive entertainment software
      videogame product that (i) is to be developed by or on behalf of Red Mile
      pursuant to this Agreement; (ii) incorporates the Property (or any element
      thereof); (iii) operates on (a) [ * * *] (the “[
      * * *]”)
      and [ *
      * *] (the “[
      * * *]”)
      and (b)
      at Red Mile’s election, [ * * *] (the “[
      * * *]”).
      The
      Initial Game and Ports, Additional Games, and New Platform Game versions
      thereof, if any, may be referred to collectively in this Agreement as the
“Initial
      Game SKUs.”

    


    1.6  “Initial
      Platforms”
      as used
      in this Agreement means the [ * * *], the [ * * *] and the [ * * *] and any
      successor video game console platforms of each made commercially available
      during the Term (e.g., for illustration only, the [* * *] and any successor
      [ *
      * *] console(s) thereto).

    


    1.7  “Initial
      Platform Games” as
      used
      in this Agreement means the Initial Game and the “Sequels”
      (defined
      below). 

    


    1.8  “Additional
      Platforms”
      as used
      in this Agreement means, with the specific exception of [ * * *] (unless
      otherwise agreed to by FMI) and the Initial Platforms, each of the electronic
      hardware platforms in existence as of the Effective Date, including, without
      limitation, personal computers (utilizing Windows, Mac based or other operating
      systems), [ * * *] (“
      [* * *]”),
      [* *
      *], and [ * * *], and the successor platforms thereto. 

    
      


      1.8.1  Notwithstanding
        the foregoing, in no event shall Red Mile exploit the Rights with respect
        to a
        Licensed Product for any of the Initial Platforms or Additional Platforms
        to be
        used in connection with an “[ * * *]” (as defined hereinafter below) except as
        may be permitted under this Agreement. 

       

    

    1.9  “Additional
      Game(s)”
      as used
      in this Agreement means an interactive software product that operates on an
      Additional Platform, is substantially similar to one of the Initial Platform
      Games (e.g., in terms of characters, storyline, gameplay, artwork) but is not
      a
      Port of such Game. 

    


    1.10  “Port(s)”
      as used
      in this Agreement means the version of any Initial Platform Game adapted (e.g.,
      maintaining the same gameplay, characters, and utilizing substantially the
      same
      technology and programming as utilized to develop the relevant Initial Platform
      Game) for use on another Additional Platform, all as further set forth in
Paragraph 1.18,
      below.

    


    1.11  The
      “First
      Sequel”
      means
      the second interactive entertainment software videogame product developed by
      or
      on behalf of Red Mile pursuant to this Agreement that incorporates the Property
      (or any element thereof), operates on one or more of the Initial Platforms,
      and
      is placed into development after the Initial Game, whether using original assets
      and technology or reusing some or all of the assets and technology of the
      Initial Game. The First Sequel and Ports, Additional Games, and New Platform
      Game versions thereof, if any, may be referred to collectively in this Agreement
      as the “First
      Sequel Games.”


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    1.12  The
      “Second
      Sequel”
      means
      the third electronic interactive entertainment software videogame product
      developed by or on behalf of Red Mile pursuant to this Agreement that
      incorporates the Property (or any element thereof), operates on any of the
      Initial Platforms, and is placed into development after the First Sequel,
      whether using original assets and technology or reusing some or all of the
      assets and technology of the Initial Game or First Sequel. The Second Sequel
      and
      Ports, Additional Games, and New Platform Game versions thereof, if any, may
      be
      referred to collectively in this Agreement as the “Second
      Sequel Games.”

    


    1.13  The
      “Third
      Sequel”
      means
      the fourth electronic interactive entertainment software videogame product
      developed by or on behalf of Red Mile pursuant to this Agreement that
      incorporates the Property (or any element thereof), operates on any of the
      Initial Platforms, and is placed into development after the Second Sequel,
      whether using original assets and technology or reusing some or all of the
      assets and technology of the Initial Game, First Sequel, or Second Sequel.
      The
      Third Sequel and Ports, Additional Games, and New Platform Game versions
      thereof, if any, may be referred to collectively in this Agreement as the
“Third
      Sequel Games.”

    


    1.14  “Sequels”
      as used
      in this Agreement refers collectively to the First Sequel, Second Sequel, and
      Third Sequel.

    


    1.15  “New
      Platforms”
      as used
      in this Agreement means an electronic hardware platform other than an Initial
      Platform or the Additional Platforms (e.g., the [ * * *], a new [ * * *]-brand
      game console, etc.); it being understood and acknowledged that FMI’s express
      approval shall be a condition precedent to extension of the Rights to any such
      New Platforms. As to each New Platform for which Red Mile notifies FMI that
      it
      wishes to develop a video game (each a “New
      Platform Game”),
      without limiting FMI’s other approval rights, FMI may withhold its consent if,
      in FMI’s good faith assessment, a New Platform Game on such New Platform would
      likely harm (e.g., damage the reputation of or bring negative publicity to)
      FMI
      and/or the Property; provided, however, that FMI shall not during the Term
      grant
      to any third party any New Platform rights FMI declined to extend to Red Mile.
      As to each New Platform for which FMI authorizes the development of a New
      Platform Game, the Rights shall be extended thereto and to Licensed Products
      directly related thereto for no additional advance or other compensation other
      than any Royalties due for such New Platform Game and its related Licensed
      Products pursuant to this Agreement. 

    


    1.16  “Supplemental
      Products”
      as used
      in this Agreement means strategy guides and similar written materials (excluding
      comic books, graphic novels, comic strips, and/or similar materials), whether
      available to consumers in print or online (including downloadable materials),
      that relate directly to (and may be packaged with) each of the Games and/or
      Add-Ons created pursuant to this Agreement. 

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    1.17  “Add-Ons”
      as used
      in this Agreement means so-called “mission packs,” “expansion packs,” and/or
“download packs” (as such terms generally are understood in the North American
      video game industry as of the Effective Date) that (i) are additions to one
      of
      the Games;
      (ii)
      consumers must purchase or otherwise obtain separately from the relevant Game;
      (iii) require the original Game in order to function; (iv) provide additional
      maps, levels, missions, scenarios, characters, vehicles, weapons and/or other
      elements; and (v) may be obtained by the consumer via disc, internet download,
      or otherwise with respect to any individual Initial Platform, Additional
      Platform or New Platform, if any.

    


    1.18  Games,
      Ports and Additional Games:
      The
      parties intend that each of the Initial Platform Games be substantially similar
      to each other (i.e., the Initial Game on [ * * *] will have a storyline,
      gameplay, artwork, etc., substantially similar to the Initial Game on the [
      * *
      *] and on the [ * * *]; the First Sequel, if any, will have a storyline,
      gameplay, artwork, etc., substantially similar on all of the Initial Platforms,
      all subject to the technical requirements and first party platform manufacturer
      approvals for each of the Initial Platforms, etc.). If an Initial Platform
      Game
      can reasonably, practicably (in terms of technology and standard video game
      business practice) be ported to (i.e., adapted for use on) one or more
      Additional Platforms, then
      the
      Rights with respect to one such version of the Game for each such Additional
      Platform (i.e., a Port)
      shall be deemed included within the Rights licensed to Red Mile for the relevant
      Initial Platform Game. As to each Additional Platform for which a Port of an
      Initial Platform Game is not reasonably practicable, the Rights licensed for
      the
      relevant Initial Platform Game shall include one
      new
      interactive software product per such Additional Platform (i.e., an Additional
      Game); provided that, in each case, the respective Additional Game shall be
      substantially similar (relative to the technical specifications of the
      particular Additional Platform) to the relevant Initial Platform Game. By way
      of
      example but not limitation: if the First Sequel is combat-based and features
      Marv and includes Miho, then the Additional Game version of the First Sequel,
      if
      any, will also be combat-based and feature Marv but may or may not, at Red
      Mile’s election, include Miho.

    


    1.19  First
      Sequel:
      FMI
      shall license the Rights to Red Mile as to the First Sequel Games and the
      Add-Ons and Supplemental Products relating thereto on the terms otherwise set
      forth in this Agreement upon satisfaction of the following conditions precedent
      (Paragraphs 1.19.1-1.19.2,
      inclusive):

    


    1.19.1  The
      conditions set forth in Paragraph 1.22
      are
      satisfied with respect to the First Sequel; and 

    


    1.19.2  Red
      Mile
      pays FMI the first installment of the “First Sequel Advance” as required in
      Paragraph 2.2.1 of Schedule
      2. 

    


    1.19.3  Extension
      of the Rights to New Platforms remains subject to the terms of
      Paragraph 1.15.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    1.20  Second
      Sequel:
      FMI
      shall license the Rights to Red Mile as to the Second Sequel Games and the
      Add-Ons and Supplemental Products relating thereto on the terms otherwise set
      forth in this Agreement provided that: 

    


    1.20.1  Red
      Mile
      causes the “Commercial Release” (defined hereinbelow) of the Initial Game and
      the First Sequel during the Initial Term in accordance with this Agreement’s
      terms; and 

    


    1.20.2  Red
      Mile
      notifies FMI during the Initial Term of Red Mile’s desire to extend the Rights
      to the Second Sequel; and 

    


    1.20.3  the
      conditions set forth in Paragraph 1.22
      are
      satisfied with respect to the Second Sequel; and

    


    1.20.4  Red
      Mile
      pays FMI the first installment of the “Second Sequel Advance” as required
      in Paragraph
      2.3.1 of
Schedule
      2.

    


    1.20.5  Extension
      of the Rights to New Platforms remains subject to the terms of
      Paragraphs 1.15.

    


    1.21  Third
      Sequel:
      FMI
      shall license the Rights to Red Mile as to the Third Sequel Games and the
      Add-Ons and Supplemental Products relating thereto on the terms otherwise set
      forth in this Agreement provided that: 

    


    1.21.1  the
      conditions set forth in Paragraph 1.22
      are
      satisfied with respect to the Third Sequel;

    


    1.21.2  Red
      Mile
      notifies FMI during the Term of Red Mile’s desire to extend the Rights to the
      Third Sequel; 

    


    1.21.3  Red
      Mile
      pays FMI the first installment of the “Third Sequel Advance” as required in
      Paragraph 2.4.1 of Schedule
      2.

    


    1.21.4  Extension
      of the Rights to New Platforms remains subject to the terms of
      Paragraph 1.15.

    


    1.22  Conditions
      Precedent:
      As to
      each of the Sequels, respectively, Red Mile’s right to extend the Rights thereto
      shall be subject to the following conditions precedent: 

    


    1.22.1  Red
      Mile’s having demonstrated to FMI’s reasonable satisfaction that Red Mile has
      secured or will timely secure the services of a game developer acceptable to
      FMI, in consultation with GZP and Union, to be the developer of the relevant
      Sequel; and 

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    1.22.2  Red
      Mile
      is in “Presumptive Nonbreach Status” (as defined below) at the time Red Mile
      notifies FMI of Red Mile’s desire to extend the Rights to the relevant Sequel
      and/or New Platform(s). If at the time FMI receives Red Mile’s notice of Red
      Mile’s desire to extend the Rights FMI is unaware of any fact, event or
      occurrence entitling FMI to terminate the Term, then Red Mile shall be in
“Presumptive
      Nonbreach Status.”
      If
      at the
      time FMI receives Red Mile’s notice of Red Mile’s desire to extend the Rights,
      FMI is aware of any fact, event or occurrence entitling FMI to terminate the
      Term, then Red Mile shall not be in Presumptive Nonbreach Status, and FMI shall,
      within five (5) business days of receiving such Rights extension request notice,
      provide Red Mile with notice setting forth the fact, event or occurrence causing
      Red Mile not to be in Presumptive Nonbreach Status; whereupon, in order to
      attain its Presumptive Nonbreach Status, Red Mile shall: (a) with
      respect to Red Mile’s failure to make any required payment under this Agreement
      as determined pursuant to the process set forth in Paragraph 4.2
      hereof,
      have ten (10) business days from its receipt of such notice from FMI (or its
      auditor) to make such required payment; and/or (ii) with respect to any other
      fact, event, or occurrence, have
      thirty (30) days of its receipt of such notice from FMI to cure such fact,
      event, or occurrence. The parties acknowledge that, subject to the provisions
      of
      Paragraphs 1.23.3, 1.25.1 and 8.5 hereof, no failure by FMI to provide any
      notice pursuant to this Paragraph 1.22.2 shall be deemed to be a waiver of
      (or
      serve as a basis to estop or to prevent FMI from asserting) any claim, right,
      or
      remedy FMI may have hereunder or at law, or otherwise to ratify any action
      of
      Red Mile. The preceding terms of this Paragraph 1.22.2
      shall
      not apply to FMI’s right to terminate the Term without a cure period as set
      forth in Paragraph 8.7 hereof;
      and

    


    1.22.3  Subject
      to Paragraph 8.13
      hereof,
      Red Mile’s having entered into agreements with GZP and Union with respect to the
      relevant Sequel. 

    


    1.23  Without
      limiting the provisions of Paragraph 8.0
      hereof:

    


    1.23.1  If
      Red Mile
      requests to extend the Rights
      to any
      Sequel and is precluded from such extension due to its failure to meet the
      requirements set forth in Paragraphs 1.19,
      1.20,
      1.21,
      or
1.22,
      as
      applicable, or otherwise, then subject to FMI’s rights pursuant to
      Paragraph 8.0
      and its
      subparts, Red Mile may subsequently request to extend the Rights
      to such
      Sequel at any other
      time
      prior to the expiration or earlier termination of the Term, and FMI shall extend
      the Rights to such Sequel if, upon such subsequent request, Red Mile no longer
      fails to meet the requirements of Paragraphs 1.19,
      1.20,
      1.21
      or
1.22,
      as
      applicable; provided, (a) FMI shall have no obligation to extend the Rights
      to
      any Sequel after Red Mile has unsuccessfully requested to extend the Rights
      to
      such Sequel more than five (5) times; (b) nothing herein shall require FMI
      to
      extend the Term to allow Red Mile to resubmit such request(s); and (c) nothing
      herein shall be deemed to impose an obligation on FMI to extend the Term (or
      Extended Term, if applicable) other than as expressly set forth in this
      Agreement.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


     

    1.23.2  If
      Red
      Mile declines in writing to exercise its right to seek extension of the Rights
      as to any Sequel as required in this Agreement, or if Red Mile ceases
      development of the Initial Game or of any Sequel for more than sixty (60)
      consecutive days once development of the Initial Game or such Sequel has
      commenced but prior to the Commercial Release, thereof, and such cessation
      is
      not caused by or the result of an “Excused Delay” (as hereinafter defined),
      then, without limiting any of FMI’s other rights under this Agreement, (i) FMI
      may terminate the Rights as to any Games that did not have a Commercial Release
      as of the date of such termination of the Rights (including the Rights as to
      any
      Licensed Products related to such Games); provided, unless FMI has terminated
      the Term for any reason(s) other than those reasons set forth in this sentence,
      above, Red Mile may continue for the balance of the Initial Term or, if
      applicable, the Extended Term, to exercise the Rights as to such Games that
      have
      had a “Commercial
      Release”
(i.e.,
      a release in the United States to the general public in commercially reasonable
      quantities and, if applicable as required herein, in accordance with the
      advertising and promotion requirements set forth in Paragraph 1.23.2.2,
      hereinbelow) prior to the effective date of termination (including the Rights
      as
      to any Licensed Products related to such Games), (ii) all other rights,
      including but not limited to the Rights as to all future Games (i.e., that
      did
      not have a Commercial Release as of the effective date of termination of the
      Rights) and Licensed Products relating thereto shall, immediately upon such
      termination, revert to FMI, and (iii) subject to the other terms and conditions
      of this Agreement, FMI shall be free to exercise all such reverted rights in
      its
      sole and absolute discretion.

    


    1.23.2.1  Marketing
      Commitment:
      Provided the Term has not expired or been terminated, Red Mile shall spend
      at
      least [* * *] (US $[* * *]) in cash and/or cash equivalents for the marketing
      and promoting of the Initial Game (together with the Licensed Products for
      such
      Initial Game) in the Territory, of which not less than (i) [* * *] (US $[*
      * *])
      shall be spent in the United States, Canada and their respective territories,
      protectorates and possessions, and (ii) [* * *] (US $[* * *]) shall be spent
      throughout the rest of the Territory; provided, that if Red Mile proposes an
      alternative allocation for the $[* * *] marketing and promotional budget for
      FMI’s approval, then FMI shall consider such proposal in good faith and not
      unreasonably withhold or delay its approval thereof. Red Mile agrees to at
      least
      the same marketing and promoting obligations as to each Sequel (together with
      the Licensed Products related thereto), if any, as are set forth herein as
      to
      the Initial Game. The specific application of such marketing and promotional
      expenditure(s) shall be determined within Red Mile’s good faith, reasonable,
      business discretion, subject to FMI’s approval rights of the “Advertising
      Materials” (as hereinafter defined) as set forth in this Agreement.



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Any
      cash
      or cash equivalents expended by Red Mile or by a third party on Red Mile’s
      behalf (e.g., by one of Red Mile’s foreign sub-distributors) for the marketing
      and promotion of an Initial Platform Game (including the Licensed Products
      thereof) shall
      be
      included in the calculation of Red Mile’s compliance with its obligations under
      this Paragraph;
      provided, Red Mile hereby acknowledges that advertisements placed in Red Mile
      products shall have no cash value attributed to them for purposes of determining
      Red Mile’s compliance with its obligations under this Paragraph. In compliance
      with its obligations under this Paragraph 1.23.2.1, Red Mile may use up to
      ten percent (10%) of the entire marketing and promotion budget for the
      applicable Initial Platform Game for the creation of the Advertising Materials
      that are ultimately used for the promotion of the Licensed Products for such
      Initial Platform Game. 

    


    1.23.2.2  The
      parties acknowledge that, for purposes of Red Mile’s meeting the requirements of
      a Commercial Release as referenced in Paragraph 1.23.2 hereinabove, Red Mile
      shall spend at least twenty percent (20%) of the marketing minimum set forth
      in
      Paragraph 1.23.2, hereinabove, within the four (4) weeks in advance of the
      release of Initial Game and, as applicable, the First Sequel, Second Sequel
      and
      Third Sequel, subject (without any waiver of any claim, right or remedy of
      FMI)
      to termination of such Red Mile obligation if the Term is terminated before
      such
      minimums are met.

    


    1.23.3  Without
      limiting any of FMI’s other rights or remedies, solely with respect to Red
      Mile’s efforts to extend the Rights as provided herein, if Red Mile (i) fails to
      satisfy any of the conditions precedent set forth in
      Paragraphs 1.19,
      1.20,
      1.21,
      1.22,
      2.1,
      2.7, 6.1,
      or
      otherwise in this Agreement with respect to the extension of Rights, or fails
      timely to make the payment required pursuant to Paragraphs 2.1.3, 2.2.2, 2.3.2,
      or 2.4.2 hereinbelow; and (ii) has used, incorporated, or otherwise exploited
      the Property in connection with any product that would have been a Licensed
      Product had the applicable condition(s) precedent referenced in this Paragraph
      been satisfied, then FMI, solely as to such use of the Property, hereby
      irrevocably waives any claims it has or might otherwise be entitled to assert
      against Red Mile for intellectual property infringement (including claims for
      statutory damages under federal copyright laws) to the extent that such claims
      (a) relate to or arise from events occurring prior to the termination date
      of
      this Agreement, and (b) relate to or arise from Red Mile’s failure to satisfy
      one or more of the conditions precedent referenced in this Paragraph.



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


    1.24  [*
      * *].
      During
      the Initial Term, Red Mile shall have a thirty (30) day exclusive first
      negotiation right with FMI regarding Red Mile’s license of the right to use, to
      copy, to modify, to manufacture, to distribute, to develop, to publish, to
      display publicly, and to have copied, modified, manufactured, distributed,
      developed, published or publicly displayed, and otherwise to exploit the
      Property in the design, development, manufacture, packaging, distribution,
      publishing, promotion, advertisement, and sale throughout the Territory and
      in
      all languages, of an [ * * *] (the “[
      * * * ] Rights”). 

    


    1.24.1  FMI
      shall
      not solicit offers from a third party regarding the [ * * *] Rights
      unless:

    


    1.24.1.1  Red
      Mile
      and FMI shall have engaged in the [ * * *] Rights negotiations, and Red Mile
      and
      FMI failed to agree in writing within thirty (30) days of commencement of
      negotiations as to the terms by which FMI would license the [ * * *] Rights
      to
      Red Mile; or

    


    1.24.1.2  Red
      Mile
      has waived its right to negotiate for the [ * * *] Rights; or

    


    1.24.1.3  Red
      Mile
      is in material breach of its obligations under this Agreement or its agreements
      with Union and/or GZP regarding the Games and has subsequently failed to cure
      such material breach within the cure period set forth in the respective
      agreement.

    


    1.24.2  If
      Red
      Mile and FMI have not reached agreement regarding the [ * * *] Rights (per
      Paragraph 1.24.1.1),
      or if
      Red Mile has not waived its right to negotiate for the [ * * *] Rights (per
      Paragraph 1.24.1.2),
      and if
      Red Mile is not in material breach (as detailed in Paragraph 1.24.1.3),
      then
      FMI shall not license the [ * * *] Rights to a third party either:

    


    1.24.2.1  without
      first providing Red Mile ten (10) business days within which to notify FMI
      that
      Red Mile will match the terms of such third party’s offer; or 

    


    1.24.2.2  on
      terms
      and conditions materially more favorable to any third party than the terms
      and
      conditions FMI last offered to Red Mile.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    1.24.3  Notwithstanding
      any contrary provision herein, FMI reserves the rights to use and/or to permit
      a
      third party to use the Property, and/or any elements thereof, in interactive
      so-called “virtual environments” and/or “virtual worlds” (Second Life,
      Metaverse, etc.) (“Virtual
      Game”)
      solely
      for promotional purposes (e.g., in relation to an Excluded Adaptation) and/or
      charitable purposes (e.g., for the benefit of HERO Initiative), provided that
      such Virtual Game (i) when taken as a whole, is not substantially similar to
      any
      Licensed Product; (ii) does not compete substantially with any of the Licensed
      Products; and (iii) if for promotional (but not if for charitable) purposes,
      requires users to pay either no fee or a nominal fee to use, exclusive of any
      other revenue activity that may be ancillary to the Virtual Game (e.g.,
      purchases of merchandise at the site or in the Virtual Game itself). Red Mile
      hereby acknowledges that any such use of the Property shall be without any
      obligation to Red Mile under this Paragraph 1.24
      or
      otherwise; provided that (a) FMI provides a detailed notice to Red Mile of
      the
      existence and use of such Virtual Game, and (b) Red Mile consents or fails
      to
      consent to the exploitation (as described in FMI’s notice) of such Virtual Game
      within five (5) business days of FMI’s delivery of such notice, such Red Mile
      consent not to be unreasonably conditioned.
      If,
      within such five (5) day period, Red Mile objects to one or more proposed
      elements of the proposed Virtual Game, then FMI shall endeavor in good faith
      to
      accommodate Red Mile’s specific objections. 

    


    1.25  Supplemental
      Products:
      Red
      Mile may create, market, sell and otherwise exploit, or cause the creation,
      marketing, sale and exploitation of Supplemental Products for each of the Games,
      and/or Add-Ons created pursuant hereto; provided that (i) FMI shall have the
      right to approve the creation, marketing, and/or distribution of such
      Supplemental Products and the terms of the agreements relating directly thereto;
      (ii) FMI shall have not fewer than ten (10) business days to review and to
      approve, to disapprove and/or to comment on any such proposed Supplemental
      Products and agreements relating thereto; and (iii) sales of such Supplemental
      Products shall be subject to Red Mile’s payment to FMI of “Supplemental
      Royalties” as set forth in this Agreement and to all other terms and conditions
      hereof. For the avoidance of doubt, except as expressly set forth in this
      Agreement, nothing shall prevent FMI from exploiting the Property and/or the
      Excluded Property and/or elements thereof for use in entertainment products,
      games (other than interactive software video games) and services that do not
      compete directly with the Licensed Products authorized or the Rights licensed
      hereunder. Such permitted entertainment products, games and services include,
      but are not limited to: distribution of Sin City comic books and/or graphic
      novels (or portions thereof) via the internet (or similar media) and/or for
      viewing either on PCs, electronic handheld or other devices; slot-machines
      and/or other casino games; theme-park games and/or contests (whether mechanical,
      web-based, or wireless); pay-per-play, kiosk, standalone, upright or similar
      style arcade games; lottery cards; and/or nonelectronic role-playing, trading
      card, or board games. 

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    1.25.1  Any
      license to Red Mile extending the Rights to any product other than the Initial
      Game SKUs and the Add-Ons and Supplemental Products relating thereto, if any,
      must be set forth in a writing executed by FMI subsequent to the Effective
      Date
      to be effective. Red Mile shall draft and deliver to FMI for FMI’s comment
      and/or approval a document affirming the extension of the Rights in each case
      substantially in the form set forth on Exhibit
      B
      (each an
“Extension
      Document”);
      provided, FMI shall execute the relevant Extension Document (upon the terms
      and
      conditions as set forth in this Agreement) within five (5) business days after
      FMI, following its good faith, timely investigation, confirms that the
      requirements as set forth in this Agreement for the First Sequel, Second Sequel,
      and Third Sequel, respectively, have been met and provided that such Extension
      Document is substantially in the form set forth on Exhibit
      B;
      provided, however, Red Mile hereby acknowledges that no extension of the Rights
      by FMI shall act or be construed as a waiver of any rights FMI may have pursuant
      to Paragraph 8.0
      with
      respect to any fact(s) not known to FMI at the time FMI executed such Extension
      Document. 

    


    1.25.2  Each
      of
      Red Mile’s rights as set forth in this Agreement shall only be exercisable if
      Red Mile is in Presumptive Nonbreach Status and not in material breach of its
      agreements with either Union or GZP.

    


    1.26  Combination
      Sales:
      In
      addition to the preceding, FMI, subject to the terms and conditions of this
      Agreement, hereby licenses to Red Mile the right to sell and otherwise to
      exploit the Games packaged with the hardware platforms for which such Games
      are
      compatible or with accessories compatible with use of the Games (so-called
      “OEM
      Sales”),
      and
      Red Mile shall have the right to package the Games for sale with any other
      interactive software game product (any of the foregoing a “Combination
      Sale”);
      provided, Combination Sales in each instance (and the terms of the agreements
      directly related thereto) shall be subject to FMI’s prior approval, which shall
      not to be unreasonably withheld or delayed, and OEM Sales in each instance
      shall
      be subject to FMI’s and Red Mile’s mutual agreement with respect to the
      allocation of the revenue resulting from such OEM Sales for purposes of
      determining FMI’s Royalties (as defined hereinafter) relating
      thereto.  

    


    1.27  Nothing
      in this Agreement shall be construed as granting or licensing to Red Mile the
      right to use any other names, logos, emblems, symbols, designs, trademarks
      or
      identifications of FMI, Miller or any other person or entity other than the
      Property unless otherwise expressly required in this Agreement. Nothing in
      this
      Agreement shall be construed as granting Miller,
      FMI,
      Union,
      GZP or any of their respective Affiliates the right to use any name, logo,
      emblem, symbol, design, identification or other intellectual property of Red
      Mile, other than as expressly required in this Agreement. 

    


    1.28  Reservation
      of Rights:
      FMI
      expressly reserves any and all rights FMI not expressly granted or licensed
      to
      Red Mile in this Agreement. Nothing in this Agreement shall be construed to
      prevent FMI from granting or licensing any other licenses and/or rights to
      other
      firms, companies, entities, groups, and/or individuals to use the Property
      in
      any manner, unless expressly and specifically prohibited in this Agreement.
      Nothing in this Agreement shall be construed to prevent Red Mile from licensing,
      developing or otherwise publishing interactive software video games that may
      compete with any Licensed Products or, except to the extent expressly provided
      in this Agreement, to devote the same or similar efforts to marketing the
      Licensed Products as it devotes to its other products. 

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	2.0  	
              FMI
                COMPENSATION.
                

            


    

    


    In
      consideration of, and as a condition precedent to the effectiveness of, FMI’s
      license of Rights to Red Mile under this Agreement, Red Mile shall pay to FMI
      the amount specified in Schedule
      2
      attached
      hereto as set forth therein. Any
      references in this Agreement to
      any
      subparagraph or other part of "Paragraph
      2" shall be
      a
      reference to the corresponding subparagraph or other part of Paragraph 2 of
      Schedule
      2
      hereof. All
      the
      terms of that Schedule
      2
      are
      incorporated herein and made a part of this Agreement.

    


    
      	3.0  	
              STATEMENTS
                AND PAYMENTS

            


    

    


    3.1  Within
      forty-five (45) days of the end of each calendar quarter during the Term and
      any
      other calendar quarter after the expiration or termination of the Term in which
      Red Mile sells or distributes any Licensed Products, otherwise receives or
      is
      credited with any Gross Receipts, and/or in which any other event that affects
      revenue, expenses and/or sales of the Games and/or Licensed Products occurs,
      Red
      Mile shall deliver to FMI full and accurate statements in sufficient detail
      to
      show all relevant information relating to Gross Receipts, Allowable Deductions,
      Net Receipts, and Royalties (each a “Royalty
      Statement”).
      Gross
      Receipts shall be accounted for on an individual basis for each of the Licensed
      Products. Each Royalty Statement shall be delivered to the appropriate address
      shown in Schedule 3 hereof, unless FMI notifies Red Mile otherwise.
      Simultaneously with the submission of each quarterly Royalty Statement, Red
      Mile
      shall pay all related Royalties as specified above, or apply such payments
      to
      the unrecouped portion of the relevant Advance, as applicable, if any. All
      other
      payments required hereunder shall be made within forty-five (45) days of the
      due
      date. 

    


    3.2  Red
      Mile
      may, but shall not be required to, deduct applicable withholding taxes, if
      any,
      from Royalties prior to remitting the same to FMI (or applying such Royalties
      to
      the Advance as applicable). In such event, Red Mile shall provide a copy of
      such
      withholding tax receipt and provide the appropriate tax credit forms within
      ninety (90) days of the close of the applicable tax year, or, if earlier,
      whenever such forms become available.

     

    
 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    3.3  All
      references to payments and expenditures herein are to United States dollars
      unless expressly stated otherwise. All accountings and payments to FMI shall
      be
      made in accordance with the payment provisions set forth in Schedule 3.


     

    3.4  Without
      limiting any obligation of Red Mile or any right or remedy of FMI, if Red Mile
      fails to make payment when due of any monies owed under this Agreement, then
      FMI
      shall be entitled to interest on such overdue amount at a rate equal to ten
      percent (10%) per annum, or such lower rate as may be the maximum rate permitted
      under applicable law, during the period between the date the payment first
      becomes due and the date such amount is actually paid.

    


    
      	4.0  	
              BOOKS
                AND RECORDS; AUDIT RIGHTS

            


    

    


    4.1  During
      the Term and, if applicable, the “Sell Off Period” (as hereinafter defined) or
      any subsequent period during which any Licensed Products are sold or distributed
      or during which Red Mile otherwise receives or is credited with any Gross
      Receipts, and for a one year period thereafter, Red Mile shall maintain true,
      accurate, and complete books of account and records relating to the sales,
      distribution, and/or any other exploitation of Licensed Products and any other
      exercise of Red Mile’s rights hereunder and/or any other receipt of Gross
      Receipts. 

    


    4.2  Not
      more
      than twice per year during the Term and, if applicable, the Sell Off Period,
      and
      for two (2) years following the date FMI is last entitled to receive a Royalty
      Statement from Red Mile, FMI, by a certified public accounting firm or
      accountant employing generally accepted accounting principles, shall have the
      right, on not fewer than ten (10) business days’ prior notice and not during the
      first twenty-five (25) days after the close of any fiscal quarter of the other
      party or within thirty (30) days prior to the close of Red Mile’s fiscal year,
      to examine and to audit such books of account and records in Red Mile’s
      possession or under its control relating to this Agreement (including any
      software or digital records, and the use - and, if requested, instruction
      regarding the use - of any proprietary software used by Red Mile and necessary
      to view such records). Such audits shall be conducted at Red Mile’s premises or
      where Red Mile customarily keeps such books and records (provided, such location
      shall be within the United States) and shall be conducted during Red Mile’s
      normal business hours and in a manner that will not unreasonably interrupt
      Red
      Mile’s normal business activities. FMI shall not audit the same records more
      than once; provided, however, that an audit for one year may include an audit
      for any previous year for which no audit was conducted. Such audits shall be
      at
      FMI’s cost and expense, except that if an audit reveals a deficiency of five
      percent (5%) or more between the amount found to be due to FMI and the amount
      Red Mile actually paid to FMI for the period being audited, all actual,
      reasonable and verifiable costs and expenses documented by FMI as being incurred
      by FMI in connection with such audit shall be paid by Red Mile promptly after
      FMI's demand therefor, along with the amount of the deficiency plus interest
      as
      set forth in Paragraph 3.4,
      above.
      FMI’s auditor shall provide Red Mile with a written copy of its report and shall
      hold all information confidential, providing FMI with only such information
      as
      required to establish or to explain the results of such audit. Without limiting
      the foregoing, the results provided to FMI shall be the “Confidential
      Information” of Red Mile (as set forth at Paragraph 14.0,
      below),
      and FMI shall not use or disclose to any third party such results except in
      connection with the enforcement of its rights under this Agreement and as
      permitted under Paragraph 14.0.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    


    4.3  FMI’s
      exercise, in whole or in part, of its right to inspect or to audit records
      and
      accounts (or of any other right herein granted), the receipt or acceptance
      by
      FMI of any statement, payment, and/or report or the deposit by FMI of any
      payment from Red Mile shall be without prejudice to any other rights or remedies
      of FMI and, without limiting the foregoing, shall not stop or prevent FMI from
      thereafter disputing the completeness, accuracy, and/or correctness of any
      such
      statement, report, or payment for a period of two (2) years and, in the event
      that any inconsistencies or mistakes are discovered in any statements or
      payments, Red Mile shall immediately rectify same and make the appropriate
      payments (including interest on any delinquent amounts) in accordance with
      this
      Agreement’s terms.

    


    
      	5.0  	
              QUALITY
                CONTROL; APPROVALS

            


    

    


    5.1  Red
      Mile
      shall ensure that each Licensed Product distributed hereunder is of high quality
      consistent with the reputation and goodwill of the Property, and shall comply
      with all applicable laws, regulations, and established industry standards of
      the
      country of origin and the country of destination of the Licensed Products and
      any other country or territory in which the Licensed Products are shipped.
      Without limiting the foregoing, Red Mile agrees that any and all of the Licensed
      Products and any advertising or promotional materials shall be: (i) of
      first-class quality in all respects (and not less than the quality of similar
      products in the relevant part of the Territory during the Term); (ii) adequate
      and suited to the purpose for which they are intended; and (iii) manufactured,
      advertised, promoted, sold, distributed, and marketed in accordance with all
      statutes, laws, rules, and regulations applicable to the Licensed Products,
      and
      industry standards, and this Agreement’s terms. Without limiting the foregoing,
      Red Mile shall not sell, distribute, use, or permit or authorize the sale,
      distribution, or use of Licensed Products and/or any advertising or promotional
      material that are “seconds,” “irregulars,” damaged, or defective or that
      otherwise fail to meet the specifications or standards in this
      Agreement. 

    


    5.2  The
      Licensed Products, including the packaging and advertising and promotional
      materials for each, and the interim builds of the Games described below, shall
      be subject to FMI’s prior approval as more specifically set forth in this
      Agreement. Notwithstanding anything to the contrary in this Agreement, FMI
      shall
      not withhold approvals on the basis of changes to a Licensed Product required
      for quality assurance, “bug” fixing, formatting, technical specifications and/or
      error correction (collectively, “Technical
      Issues”)
      except
      to the extent that such Technical Issues (a) adversely affect the Property’s
      image; (b) create substantive inconsistencies with the manner in which the
      Property traditionally has been presented to the public (e.g., making Marv
      wear
      a dress); and/or (c) alter the overall look and feel of any article, item,
      or
      Deliverable previously approved by FMI.

     

    
 

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    5.3  Red
      Mile
      shall deliver to FMI in accordance with this Agreement’s terms, and FMI’s
      approval shall be required of, each of the following elements and/or articles
      of
      or for the Licensed Products, as applicable, all to be created and delivered
      to
      FMI at Red Mile’s expense:

    


    5.3.1  Each
      “Game Design Document” (i.e. the comprehensive written game design proposal
      specifying in reasonable detail the anticipated gameplay, environments,
      characters, etc. of the relevant Game and/or Add-On) for each proposed
      platform;

     

    5.3.2     
      All Concept artwork and preliminary designs for the Licensed
      Products;

     

    5.3.3  Proposed
      final designs for all Licensed Products other than Games or
      Add-Ons;

     

    5.3.4 
Proposed
      final packaging design for all Licensed
      Products;

     

    5.3.5  Prototype
      of each Licensed Product;

     

    5.3.6      
Each
      Alpha Milestone for each
      Game for each platform and any Add-Ons therefor; provided, that as used herein,
      an “Alpha Milestone,” unless otherwise agreed to by the parties hereto, shall be
      the interim build of the relevant Game as to which: (i) all major components
      and
      elements are in place and as specified in the developer’s approved comprehensive
      Game Design Document, although not necessarily functioning at final speed or
      with final data; (ii) environments and levels will be playable, including
      non-playable characters (“NPCs”) and NPC interactions; provided that the Game
      will still have major bugs (e.g., so-called “crash bugs” or “A bugs”) such that
      play on any particular level from start to finish without resorting to “cheats”
may not yet be possible; (iii) NPC cinematics will be integrated and the game
      interfaces will be functional; (iv) visual and/or audio changes may still need
      to be made; (v) final cinematics will be available in AVI form but may not
      be
      integrated in the Game’s engine); and

     

    5.3.7  Each
      Beta
      Milestone for each Game for each platform and any Add-On therefore; provided,
      that as used herein, a “Beta
      Milestone,”
      unless
      otherwise agreed to by the parties hereto, shall be the interim build of the
      relevant Game as to which: (i) all
      of
      the Game's major components are in place and running with final speed and data,
      including balance and tuning; (ii) may still have bugs, but not major bugs
      that
      impede player progression; (iii) all “world” and included levels are playable
      from start to finish on at least one gameplay path; (iv) all assets are deemed
      frozen and not subject to change; (v) will run on minimum system requirements;
      all controllers work; the Beta Milestone runs on final media; final audio is
      included);
      and 

     

    5.3.8  Advertising
      and promotional material intended for release to the trade and/or the public,
      including, without limitation, print ads, point-of-purchase displays, television
      ads, video trailers, and demos (collectively, “Advertising
      Materials”);
      provided, that (i) Red Mile shall determine in its good faith business judgment
      the advertising and marketing strategy for the Licensed Products, and upon
      request of FMI, provide FMI with a statement as to what such advertising and
      marketing strategy entails; and (ii) FMI shall not have the right to approve
      the
      media or frequency third-party retailers, distributors or other third party
      contractors of Red Mile (e.g., Wal-mart) utilize or exploit such Advertising
      Materials (subject to FMI’s other approval rights set forth in this Agreement),
      provided that such strategy does not result in a material alteration to any
      Advertising Materials approved by FMI. 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    5.4  FMI’s
      approval of any item, deliverable, article, or milestone (individually, a
“Deliverable” or collectively, “Deliverables,” as appropriate) shall be binding
      on FMI provided that no substantial changes are made to the relevant Deliverable
      following FMI’s approval thereof and subject to the terms of
      Paragraph 5.5,
      below.
      Subject to the terms of the immediately preceding sentence, any approval by
      FMI
      of a Deliverable for either the [ * * *] or the [ * * *] (or the successor
      platforms thereof) for the Initial Game, First Sequel, Second Sequel, or Third
      Sequel, shall be deemed to be FMI’s approval of such Deliverable to the extent
      incorporated in any other Initial Game SKUs, First Sequel Games, Second Sequel
      Games, or Third Sequel Games, respectively.  

    


    5.5  As
      used
      herein, an “External
      Event”
means
      a
      natural disaster (e.g., Hurricane Katrina) or other catastrophic event (e.g.,
      a
      terrorist attack, a school shooting). If, after FMI approves a Deliverable,
      an
      External Event occurs that FMI reasonably believes could directly and adversely
      affect the general public’s perception of the Deliverable and/or cause the
      Deliverable to be deemed offensive or distressing to the general public (e.g.,
      a
      scene depicting a mass shooting at a school or university following the
      Columbine high school or Virginia Tech University shootings), then FMI shall
      have the right to withdraw its approval of such Deliverable to the extent that
      FMI reasonably deems necessary in order to remove any potentially offensive
      element(s); provided that such revocation of approval shall not require Red
      Mile
      to recall a Licensed Product that has already had a Commercial Release as of
      the
      date the External Event occurs. If FMI withdraws its approval of any Deliverable
      pursuant to this Paragraph,
      then the
      parties shall confer in good faith to discuss whether (i) to revise such
      Deliverable affected by the External Event, or (ii) to postpone the
      Commercial Release of the Licensed Product for which such Deliverable was
      submitted. Any delay resulting from operation of this Paragraph 5.5 shall (x)
      be
      deemed an Excused Delay (defined at Paragraph 6.3 hereof), and (y) if longer
      than thirty (30) consecutive days, result in an extension of the Term for a
      period equal in duration to the entire length of such delay period.



    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    


    5.6  FMI
      shall
      reject or accept each Deliverable (including, without limitation, any third
      party contract or terms thereof submitted pursuant to this Agreement) within
      ten
      (10) business days of FMI’s receipt thereof. If FMI fails to accept or reject
      the relevant Deliverable within such ten (10) business day period, then Red
      Mile
      shall notify FMI of such failure (“Delay
      Notice”),
      and
      FMI shall have five (5) additional business days from the date FMI receives
      such
      Delay Notice to accept or reject such Deliverable. If Red Mile does not receive
      FMI’s notice of approval or disapproval of such Deliverable within five (5)
      business days of FMI’s receipt of the applicable Delay Notice, then FMI will be
      deemed to have approved such Deliverable. If FMI rejects
      a
      particular Deliverable, then the acceptance/rejection procedures set forth
      above
      shall be repeated until FMI approves the relevant Deliverable; provided, that
      if
      FMI rejects any Deliverable, then FMI’s notice of rejection must reasonably
      detail the reasons for such rejection such that upon Red Mile’s compliance with
      such notice, FMI will grant such approval. Any article or element approved
      by
      FMI shall not be later rejected, and FMI may not reject any aspect of the Games’
or the Add-Ons’ design so long as such design aspect conforms with the relevant
      approved Game Design Document; subject to the External Event provisions set
      forth in the immediately preceding paragraph. Red Mile shall have the right,
      in
      its sole discretion, to submit articles to FMI for review in addition to the
      articles set forth above in an effort to reduce the possibility of rejection
      of
      any Deliverable to be submitted later, and FMI may approve or reject such
      submission in accordance with the terms hereof. Red Mile shall not use the
      Property in conjunction with any other property or under any circumstances
      that
      would be or are reasonably likely to disparage or to demean the Property, FMI
      and/or Miller, unless otherwise specifically approved by FMI. 

    


    5.7    
      Red
      Mile acknowledges that FMI may, by notice to Red Mile, designate GZP and/or
      Union and/or another entity as its “Approval Designee” to provide the approvals
      and/or rejections required pursuant to this Paragraph 5.0.
      After
      Red Mile receives such notice (and unless or until FMI revokes such
      authorization, or such authorization expires by its terms), FMI agrees that
      any
      instruction, decision, or approval given by FMI’s Approval Designee for the
      Deliverable(s) for which the approval and/or rejection authority was granted
      shall be deemed to be an instruction, decision, or approval by FMI under this
      Agreement and shall be fully binding on FMI and its permitted assignees and
      successors. Notwithstanding the preceding, the terms of this Paragraph 5.7
      in no
      way limit or modify FMI’s representation and warranty to Red Mile in Paragraph
      9.1.7.

    


    5.8  Unless
      otherwise instructed by FMI, all articles submitted for FMI’s approval shall be
      delivered to the
      address set forth on Schedule 3
      hereto
      (the “FMI
      Address”),
      with
      copies sent concurrently to:

    


        Law
      Offices
      of Harris M. Miller II, P.C.

        8424A
      Santa
      Monica Boulevard, Suite 127

        West
      Hollywood, CA 90069-4267

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    5.9  FMI
      acknowledges that the Games may be subject to the approval of so-called “first
      party” console platform manufacturers (i.e., Sony, Microsoft and Nintendo for
      the Initial Platforms), and Red Mile shall have the right to make or incorporate
      such changes as required by the first party console manufacturers after
      good-faith discussions with FMI. 

    


    5.10  Red
      Mile
      shall keep FMI reasonably informed of the Licensed Products’ status throughout
      the development and/or production process of each, including but not limited
      to
      the time and place at which “key production steps” (e.g., voice recording
      sessions, story meetings between Red Mile and the relevant Game’s developer) are
      to be undertaken at Red Mile’s expense. Without limiting any other approval
      right of FMI, FMI shall have the right to have a designee present for such
      key
      production steps; provided, however, that if such designee’s presence is not
      requested by Red Mile, then such attendance shall be at FMI’s sole expense
      unless the parties otherwise agree. Without limiting any other right of FMI,
      FMI
      shall have the same right to be present for and to participate in such key
      production steps as Union and GZP reasonably deem necessary, in each case
      however, at Red Mile’s sole expense unless the parties hereto otherwise agree.
      For the sake of clarity, nothing in this Agreement shall require FMI or any
      affiliate of FMI to create any new materials for use in any Licensed Products
      or
      otherwise. 

    


    5.11  Subject
      to FMI’s rights hereunder, Red Mile shall have exclusive discretion over the
      strategies, decisions, and actions taken with respect to the fulfillment of
      Red
      Mile’s obligations under this Agreement and the exploitation of the Rights with
      respect to the Licensed Products, and otherwise in connection with Red Mile’s
      role as the publisher of the Licensed Products.

    


    
      	6.0  	
              DISTRIBUTION;
                COMPLIANCE 

            


    

    


    6.1  Because
      the parties acknowledge the difficulty of determining the actual damages FMI
      would suffer (e.g., in the form of lost Royalties), if Red Mile has not caused
      the Commercial Release of the Initial Game by the dates set forth below, as
      compensation to FMI for lost revenue resulting from such delayed release (not
      as
      a penalty to Red Mile), and as a condition precedent to Red Mile’s continuing
      rights hereunder if any, and as the sole and exclusive remedy in lieu of all
      other rights and remedies under this Agreement, at law or otherwise, that FMI
      may have relating solely to such delayed release (but without limiting FMI’s
      rights and remedies arising from any other breach of this Agreement), if the
      Term of this Agreement has not been terminated, and Red Mile fails to cause
      the
      Commercial Release of the Initial Game in accordance with this Agreement’s terms
      on both the [
      * * *]
      and [ * * *] in the United States by: 

     

    6.1.1  [*
      * *],
      then on [** * ],
      Red
      Mile
      shall pay FMI the sum of [* * ] (US $* * *]).  

     

    6.1.2  [*
      * ],
      then on [
      * * ],
      Red Mile shall pay FMI an additional sum of [* * *]
      (US
      $ * *
      ); and

     

    6.1.3  [*
      * ],
      and by the first day of each month thereafter through and including [ * * *],
      then Red Mile shall pay FMI the sum of [* * *] (US $ * * *) per month, due
      and
      payable on the second day of each month.

     

    6.2  All
      amounts paid by Red Mile pursuant to this Paragraph 6 shall be non-refundable,
      fully recoupable additions to the Advance for the Initial Game. Subject to
      the
      terms of this Agreement, Red Mile’s failure to cause the Commercial Release of
      the Initial Game in accordance with this Agreement’s terms on the [ * * *] and [
      * * *] on or before [* * * ],
      then,
      subject only to the application of the “Delay Extension Period” (defined
      hereinbelow), if any, FMI may,
      upon
      notice
      delivered to Red Mile on or after [ * * *], and without limiting any other
      rights or remedies of FMI, terminate the Term and the Rights will thereupon
      automatically revert to FMI. 

     

    6.3  “Excused
      Delay”
      as used
      herein means a delay in Red Mile’s performance of an obligation or Red Mile’s
      failure to meet a deadline that results from one or more of the following:
      (i)
      any “Force Majeure Event” (as described more fully at Paragraph 16.16); (ii) the
      actions or inactions by any first party console manufacturer; (iii) any
      subsequent rejection by FMI or its Approval Designee (if applicable) of a
      Deliverable previously rejected and timely resubmitted to FMI in good faith
      (i.e., a corrected submission that Red Mile reasonably believes complies with
      the terms of the relevant rejection notice); (iv) the actions or inactions
      (if
      action was required or reasonably prudent) of FMI (or its Affiliates) to perform
      its duties or obligations under the Agreement; or (v) any External Event (if
      applicable pursuant to Paragraph 5.4).  Each of the dates and/or
      deadlines set forth in this Agreement shall be extended for a period of time
      equal to the period of delay caused by such Excused Delay  to the extent
      that such Excused Delay cannot be overcome or made up for by Red Mile’s
      reasonable diligence without undue expenditure by Red Mile (the “Delay
      Extension Period”);
      provided that: 

     

    6.3.1  notwithstanding
      the preceding terms of this Paragraph 6.3, the Delay Extension Period
      pursuant to 6.3(iii), above,  if any, shall be shortened by the number of
      business days equal to: (a) ten (10) business days, less (b) the number of
      business days that FMI expends in providing notice to Red Mile of FMI’s approval
      of a Deliverable initially delivered pursuant to Paragraphs 5.3.1 through
      5.3.7 (rather than those being resubmitted by Red Mile following FMI’s
      disapproval thereof).  By way of example only: if Red Mile submits an
      initial Deliverable to FMI and FMI takes six (6) business days to approve such
      Deliverable, then the Delay Extension Period shall be shortened by four (4)
      business days (i.e., 10 - 6 = 4); 


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    


    6.3.2  the
      Delay
      Extension Period shall not apply to the Term or to the Sell Off Period, if
      any,
      unless expressly provided otherwise herein, or to any date or deadline except
      to
      the extent reasonably affected by such Excused Delay (e.g., a first party’s
      delay in approving the Beta Milestone candidate for the First Sequel shall
      not
      result in a delay in Red Mile’s obligation to pay FMI Royalties on the Initial
      Game or an extension of the Term); and

    


    6.3.3  if
      the
      Delay Extension Period(s), in the aggregate, amount(s) to more than sixty (60)
      days as to any one Initial Platform Game, then upon notice from Red Mile
      delivered to FMI as soon as practicable, but no later than ten (10) business
      days before the expiration (but not termination) of the Term, verifying the
      duration of such Delay Extension Period(s), the Sell Off Period shall be
      extended for a number of days equal to the cumulative Delay Extension Period(s)
      up to one hundred and eighty (180) consecutive days. 

    


    6.4  During
      the Term, Red Mile shall arrange for and implement the manufacture,
      distribution, sale, and timely delivery of sufficient quantities of each of
      the
      Licensed Products to distributors and retailers within and throughout the
      Territory to meet the demands of the marketplace and Red Mile’s obligations to
      distributors and retailers consistent with commercially sound business
      practices.

    


    6.5  During
      the Term and, if applicable, the Sell Off Period, Red Mile shall at all times
      conduct all aspects of its businesses hereunder in compliance with all laws,
      government rules and regulations, and court and administrative decrees
      applicable to the Licensed Products and Red Mile’s obligations under this
      Agreement. During the Term, Red Mile shall, at its sole expense, obtain all
      approvals of any governmental authorities which may be necessary in connection
      with Red Mile’s performance under this Agreement. 

    


    
      	7.0  	
              FURTHER
                OBLIGATIONS AND COVENANTS

            


    

    


    7.1  Upon
      Red
      Mile’s request, FMI shall provide a short form statement (prepared or approved
      by FMI) confirming the rights licensed hereunder in order to facilitate the
      sale, manufacture, advertising, promotion or other permitted exploitation of
      Licensed Products.

    


    7.2  In
      addition, at Red Mile’s request and expense (unless otherwise agreed), FMI shall
      have the right (but not the obligation) to create storyboard visualizations
      that
      will provide a graphic treatment of the progression of each of the Games
      (including both levels and story elements) for Red Mile (and/or Red Mile’s
      developer(s)) to use as a style guide for the Games. The parties will negotiate
      in good faith a reasonable fee for such storyboard services if any such services
      are to be provided. 

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
 

    7.3  FMI
      may,
      at the request of and in consultation with Red Mile, provide Miller’s services
      for public-relations appearances to help promote and market the Initial Game
      SKUs and/or other Licensed Products at times and places to be determined;
      provided, however, that such appearances, if any, shall be at Red Mile’s sole
      cost and expense (including, without limitation, first-class travel, first-class
      lodging, per diems, and ground transportation, all to the extent approved in
      advance, and, if requested by FMI for the benefit of Miller, reasonable personal
      security) and be subject to FMI’s and/or Miller’s respective prior commitments.
      Nothing in this Agreement shall preclude FMI (or Miller) from promoting the
      Licensed Products at FMI’s (or Miller’s) own expense. During the Term, FMI (and,
      for purposes of this sentence, Miller) will make no public statements or take
      any actions that disparage or reflect materially adversely on Red Mile, or
      on
      any Licensed Products; provided that the limitation set forth in this sentence
      shall not preclude FMI from asserting or pursuing any right or remedy it may
      have (e.g., by filing court papers). 

    


    7.4  At
      no
      cost or other obligation to FMI, Red Mile shall invite FMI, with notice
      reasonably in advance in each case, to each video game and/or other trade show
      (e.g., Comic-Con International) at which the Property is being exhibited,
      displayed and/or promoted to the public or to members of the trade by Red Mile
      or a Red Mile Affiliate, or at which Red Mile wishes to have FMI (including,
      at
      FMI’s election, Miller) promote the Property. In conjunction with any trade show
      referenced above that FMI elects to attend, Red Mile shall provide FMI (at
      FMI’s
      request) up to eight (8) Distributor or Publisher (or equivalent status) Passes
      (as applicable) and shall provide at Red Mile’s expense travel and accommodation
      in accordance with the provisions governing travel set forth in Paragraph 7.3
      hereof. 

    


    
      	8.0  	
              TERM,
                TERMINATION
                AND SELL-OFF PERIOD

            


    

    


    8.1  The
      term
      of this Agreement (the “Term”)
      shall
      consist of the “Initial
      Term”
      and, if
      applicable, the “Extended Term” (each as defined below). 

    


    8.1.1  The
      “Initial
      Term”
      of this
      Agreement shall be the period commencing on the Effective Date and continuing
      thereafter for a period of [* * *] (* * * ) consecutive years. 

    


    8.1.2  If
      Red
      Mile causes the Commercial Release of the Initial Game and the First Sequel
      during the Initial Term according to this Agreement’s terms, and if FMI has
      licensed the Rights to Red Mile for the Second Sequel as provided hereinabove,
      then the Initial Term shall be extended for an additional consecutive [* *
      *] (*
      * *) year period (the “Extended
      Term”)
      for a
      total Term of [* * *] (* * *) years.


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    


    8.1.3  Not
      fewer
      than one hundred twenty (120) days prior to the expiration of the Extended
      Term,
      if applicable, if Red Mile is not in material breach of its obligations
      hereunder (or under any other agreement with FMI), or with respect to Red Mile’s
      agreements with Union and/or GZP regarding the Licensed Products, then Red
      Mile
      may initiate a thirty (30) day negotiation period (the “New
      License Negotiation Period”)
      regarding the extension of the Rights as to additional video games based on
      the
      Property;
      provided, that if Red Mile and FMI fail to agree on the material terms of such
      further license by the ninetieth (90th)
      day
      prior to the expiration of the Extended Term, then FMI may enter into
      discussions and negotiations with one or more third parties regarding the
      license, following the expiration of the Extended Term, of the interactive
      video
      game and related rights in and to the Property and/or the Excluded Property.
      Notwithstanding
      the foregoing, FMI shall not license interactive video game rights in or to
      the
      Property to
      a
      third party within the six (6) months following the expiration (but not the
      termination) of the Extended Term (the “Matching
      Period”)
      without
      first giving Red Mile ten (10) business days to match, in writing, such third
      party’s bona fide offer (the “New
      License Matching Right”)
      and FMI
      shall not within such six month period license the Rights on terms and
      conditions materially more favorable to any third party than the terms and
      conditions FMI last offered to Red Mile. 

     

    8.2  If
      (i)
      both [* * *] (Red Mile’s [* * *] as of the Effective Date) (“*
      * *”)
      and [*
      * *] (Red Mile’s President as of the Effective Date) (“*
      * *”)
      cease
      to be at least principals of or responsible for the daily operations of Red
      Mile, and (ii) Red Mile fails to hire a replacement for at least one of either
      [* * *] and [ * * *], who has at least five (5) years’ executive experience in
      the video game industry (or whom FMI otherwise has approved) within sixty (60)
      days after the “Exit Date” (defined below), then FMI may terminate the Term
      hereof on notice to Red Mile. As used herein, the “Exit
      Date”
      is the
      date upon which neither [* * *] nor [* * *] is a principal of or responsible
      for
      the daily operations of Red Mile.
      Red Mile
      hereby undertakes to notify FMI promptly as to the cessation of employment
      of
      and [* * *]. 

    


    8.3  Upon
      (i)
      expiration of the Term, or (ii) termination of the Term or this Agreement for
      any reason other than pursuant to Paragraphs 8.5
      (if
      terminated by FMI), 8.6,
      or
8.7
      hereof,
      and in each case, provided Red Mile shall have submitted to FMI the written
      inventory described in Paragraph 8.12.3
      hereof
      promptly upon such expiration or termination and is not in material breach
      hereof, Red Mile shall continue to have the right to sell the Licensed Products
      manufactured as permitted in this Agreement but not sold as of such expiration
      or termination, on a nonexclusive basis only, for the six month period
      immediately following such termination or expiration (the “Sell
      Off Period”);
      provided, however, that: 

     

    
 

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    8.3.1  Red
      Mile
      shall not itself or by a third party manufacture Licensed Products during the
      last ninety (90) days of the Term so as to add a larger number of Licensed
      Products to its inventory than Red Mile added to its inventory during the
      immediately preceding ninety (90) day period, unless FMI in its sole discretion
      agrees thereto in writing.

    


    8.3.2  All
      sales
      of Licensed Products subsequent to the expiration of the Term shall be in
      accordance with the terms hereof applicable to the sale of the Licensed Products
      during the Term except as expressly set forth in this Agreement, including
      Paragraph 8.4
      hereof.

    


    8.3.3  FMI
      shall
      be entitled to terminate the Sell Off Period to the same extent FMI is permitted
      to terminate the Term (including, without limitation, for any material breach
      of
      the terms in this Agreement governing the Sell Off Period). Nothing in this
      Paragraph shall be deemed to grant or to license Red Mile any rights with
      respect to the Licensed Products or the Property or other materials relating
      thereto if FMI terminates the Term. 

    


    8.4  Subject
      to the provisions of Paragraph 5.1,
      Red
      Mile, may, in its good faith business judgment, discount (i.e., reduce the
      amounts Red Mile charges to third parties) for the Licensed Products during
      the
      Term or the Sell Off Period, as applicable, by way of rebates, extended payment
      terms, or any other practice that effects a lower sales price therefore;
      provided such discount is consistent with Red Mile’s normal course of business
      and North American video game industry standards. For the sake of clarity,
      if
      Red Mile issues credits of any type which are adjustments for any product except
      the Games, and such credits are used to offset amounts due for the Games, such
      credits shall be considered cash receipts for purposes of the calculation of
      Royalties due FMI; and 

    


    8.5  Other
      than as expressly provided for in Paragraphs 8.2, 8.6, 8.7 or 16.16 of this
      Agreement, in addition to any other rights or remedies of the nonbreaching
      party, a nonbreaching party may terminate the Term or the Sell Off Period,
      as
      applicable, for a material breach of this Agreement by the other party; provided
      that: 

    


    
      	8.5.1  	
              A
                party shall not be deemed to be in breach (including material breach)
                of
                its obligations hereunder until such party shall have received a
                notice
                (in accordance with Paragraph 15.0
                hereof) reasonably detailing the alleged breach, and then failed
                to have
                cured the breach alleged in such notice within thirty (30) business
                days
                from the date such party shall have received such notice;
                

            


    

    


    
      	8.5.2  	
              Notwithstanding
                the preceding terms of this Paragraph 8.5, with regard to any failure
                to
                pay FMI any amounts as required herein, Red Mile shall have ten (10)
                business days to cure such failure commencing with the earlier of
                (i) the
                date Red Mile receives such notice (in accordance with
                Paragraph 15.0
                hereof), or (ii) the date Red Mile discovers such
                failure;

            


    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    


    
      	8.5.3  	
              Following
                failure to cure within the period provided under Paragraph 8.5.1
                or 8.5.2,
                as applicable, termination of the Term or the Sell Off Period, as
                applicable, shall be effective immediately upon the nonbreaching
                party’s
                delivery of notice (pursuant to Paragraph 15.0) to the breaching
                party;
                and

            


    

    


    
      	8.5.4  	
              Subject
                to any express right of either party to terminate the Term or the
                Sell Off
                Period, as applicable, as set forth herein, but notwithstanding anything
                else to the contrary in this Agreement, in no event shall either
                party be
                entitled to terminate the Term or the Sell Off Period, as applicable,
                for
                a nonmaterial breach. 

            


    

    


    8.6  Notwithstanding
      the terms of Paragraph 8.5,
      FMI
      shall
      have the additional right to terminate the Term or the Sell Off Period, as
      applicable, by delivery of notice to Red Mile upon occurrence of any of, and
      subject to, the following: 

    8.6.1  Red
      Mile
      (including any owner of more than forty percent (40%) of the outstanding equity
      interests of Red Mile), or any director, or officer of Red Mile, takes any
      action(s) that damage(s), reasonably threaten(s) to damage, or materially
      reflect(s) adversely upon FMI or the Property, and Red Mile fails to undertake
      reasonable efforts to rectify or to remedy such action and/or such damage,
      threatened damage or adverse impact within two (2) business days of the first
      to
      occur of either Red Mile’s notifying FMI or FMI’s notifying Aldridge or Wong (or
      the respective successor of either) thereof; provided, that for purposes of
      this
      Paragraph 8.6.1, notice may be effected by email or by telephone and shall
      be
      deemed received the earlier of actual receipt acknowledged by the recipient
      or
      two (2) hours after leaving a voice mail or sending an email if during normal
      business hours;

    


    8.6.2  Any
      employee of Red Mile takes any action(s) that damage(s), reasonably threaten(s)
      to damage, or materially reflect(s) adversely upon FMI or the Property; and
      Red
      Mile fails to undertake reasonable efforts to rectify or remedy such action
      and/or such damage, threatened damage or adverse impact within two (2) business
      days of the first to occur of either Red Mile’s notifying FMI or FMI’s notifying
      Aldridge or Wong (or the respective successor of either) thereof; provided,
      that
      for purposes of this Paragraph 8.6.2, notice may be effected by email or by
      telephone and shall be deemed received the earlier of actual receipt
      acknowledged by the recipient or two (2) hours after leaving a voice mail or
      sending an email if during normal business hours; 

    


    8.6.3  Red
      Mile’s business is discontinued or suspended for
      more
      than ten (10) consecutive business days (other than for normal business
      practices (e.g., seasonal vacations) or for a Force Majeure
      event)
      or Red
      Mile becomes insolvent; and/or 

     

    
 

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    8.6.4  Red
      Mile
      (including, without limitation, any authorized officer, director, trustee or
      receiver of Red Mile), announces that Red Mile has ended its business
      operations; 

    


    8.6.5  Red
      Mile
      becomes subject to any order of any governmental agency or authority involving
      the recall of any of the Licensed Products and/or any advertising or promotional
      materials because of safety or health concerns or any other hazards or risks
      to
      the public, and within ninety (90) days following the issuance of such order,
      Red Mile has either failed to cure the matter that resulted in the issuance
      of
      the order, or Red Mile has failed to cause a dismissal, permanent stay or other
      rescission of such order; 

    


    8.6.6  Red
      Mile
      makes or attempts to make either an assignment for the benefit of creditors
      or a
      composition with creditors;

    


    8.6.7  Any
      action or proceeding under any bankruptcy, insolvency, or receivership law
      is
      taken by, for, or against Red Mile (including, without limitation, the filing
      of
      any petition), and Red Mile fails to remove such petition within (or such
      judgment or decree, if applicable, remains unvacated for more than) thirty
      (30)
      days;
      or

    


    8.6.8  Red
      Mile
      effects or attempts to effect a voluntary or compulsory liquidation or
      reorganization (other than a nonbankruptcy-related reorganization) or consents
      to the appointment of a receiver, liquidator, or trustee.

    


    8.6.9  If
      Red
      Mile has not commenced development of the Initial Game (either itself or through
      a developer approved by FMI) within four (4) weeks after the Effective
      Date.

     

    8.7  Without
      limiting either party’s rights as set forth in Paragraph 8.5
      hereof,
Red
      Mile
      shall have the additional right during the twelve (12) month period commencing
      with the Effective Date to terminate the Term for convenience, provided that
      Red
      Mile has provided FMI at least ten (10) business days’ prior notice of Red
      Mile’s intention to exercise this termination right. Upon termination of this
      Agreement pursuant to this Paragraph 8.7,
      Red
      Mile shall pay to FMI any remaining unpaid portion of the Initial Advance.
      If
      following the effective date of such termination for convenience, FMI or Miller
      or any of its/his respective Affiliates (collectively in this paragraph, an
      “FM
      Entity”)
      receive
      any advance payment(s), royalties or any other revenue from a third party for
      the licensing of all or any portion of the Property for video game products
      (other than an[ * * *]), then within thirty (30) business days after an FM
      Entity receives such payment(s), FMI shall pay to Red Mile an amount equal
      to
      the payment(s) such FM Entity actually receives, such advance payment(s) to
      Red
      Mile not to exceed the entire Initial Advance Red Mile actually paid FMI less
      US
      $[* * *]; provided FMI shall pay such amounts to Red Mile as FMI receives such
      advance payments from such third party licensee (less any actual, reasonable
      commissions, collection costs, attorneys’ fees, and other fees and costs an FM
      Entity incurs in connection with obtaining such payments to the extent such
      fees, costs, and commissions are not paid to an FM Entity). 


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


         
By
      way of example only: if
      Red Mile paid FMI the US $[* * ] Initial Advance following termination pursuant
      to this Paragraph, and if a new publisher then pays FMI $[ * * ] to license
      the
      Property for video games, then (absent any fees or costs referenced in the
      immediately preceding sentence) FMI would pay $[ * * *] to Red Mile, and up
      to
      $[ * * ] in addition thereto from any royalties resulting from such deal (i.e.,
      $[ * * *] - $[* * *] = $[* * *] + $[* * *]). Notwithstanding any contrary
      provision herein, the right to receive payments from FMI pursuant to this
      Paragraph shall be specific to Red Mile and is not assignable or transferable
      voluntarily or by operation of law other than pursuant to a merger or other
      business combination involving Red Mile by which the holders of Red Mile equity
      voting shares immediately preceding such merger or other business combination
      own at least fifty percent (50%) of the equity voting shares in the company
      resulting from such merger or other business combination. Further, any
      obligation of FMI pursuant to this Paragraph shall expire five (5) years after
      the effective date of Red Mile’s termination of the Term pursuant to this
      Paragraph. Notwithstanding anything to the contrary in this Agreement, except
      as
      set forth in Paragraphs 8.12.1,
      8.12.2,
      and
8.12.3
      hereof,
      upon Red Mile’s payment to FMI of the unpaid balance of the Initial Advance as
      required in this Paragraph 8.7,
      Red
      Mile shall have no further rights to the Property and no further liability
      or
      obligations (including payment obligations) to FMI arising solely out of or
      related to a termination of the Term hereof pursuant to this
      Paragraph 8.7
      and as
      otherwise expressly set forth herein.

    


    8.8  If
      the
      Term or the Sell Off Period is terminated in accordance with
      Paragraph 6.2,
      8.2,
      8.5
      (if
      terminated by FMI), and/or 8.6,
      or the
      Term expires without extending into an Extended Term, then (without limiting
      any
      rights or obligations under Paragraph 8.11
      hereof):


    


    8.8.1  Any
      and
      all rights in or to the Property licensed hereunder shall immediately and
      automatically revert (or, as applicable, be deemed assigned) to FMI; and


    


    8.8.2  FMI
      may
      within ten (10) business days after the effective date of such termination
      or
      expiration, direct Red Mile to ship all Created Materials and all remaining
      Licensed Products and any portions thereof (other than the “Red Mile
      Intellectual Property,” defined below) still in Red Mile’s possession or
      control, to the address FMI directs. In such event, FMI shall reimburse Red
      Mile
      an amount equal to the lesser of (i) fifty percent (50%) of Red Mile’s
      actual, reasonable and verifiable cost of shipping, manufacture and production
      of any Licensed Products, Created Materials as to any portions thereof shipped
      to FMI (other than the “Complimentary Units” (as hereinafter defined)), or
      (ii) ninety percent (90%) of the lowest price Red Mile charged to third
      party retailers for the Licensed Products (other than the Complimentary Units)
      shipped to FMI. If FMI so elects, or if FMI does not provide Red Mile with
      delivery instructions within ten (10) business days after such termination, then
      Red Mile shall destroy all such items in its possession and control and shall
      deliver to FMI an affidavit executed by an officer of Red Mile certifying such
      destruction. For purposes of this Paragraph 8.8.2
      and
      Paragraph 8.10.2 hereof, “Complimentary
      Units”
      means an
      aggregate of 100 copies of the Licensed Products, as selected by FMI, shipped
      to
      FMI pursuant to this Paragraph. 


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    


    8.9  Notwithstanding
      anything to the contrary in this Agreement, nothing in this Agreement shall
      require Red Mile to recall Licensed Products from the distribution channel,
      its
      customers, or any end user if such Licensed Products (i) entered the
      distribution channel or reached an end user in accordance with this Agreement’s
      terms, and (ii) do not either violate any statute, regulation, or restriction
      or
      pose a health or safety risk. Nothing contained in this
      Paragraph 8.9
      shall be
      deemed to limit any other rights or remedies that may be available to
      FMI. 

    


    8.10  If
      Red
      Mile terminates the Term or the Sell Off Period in accordance with
      Paragraph 8.5
      hereof
      and/or as a result of FMI’s material breach of its representations and
      warranties in this Agreement, then (without limiting any rights or obligations
      under Paragraph 8.12 hereof): 

    


    8.10.1  Any
      and
      all rights to the Property licensed or granted hereunder shall immediately
      and
      automatically revert (or, as applicable, be deemed assigned) to
      FMI;

    


    8.10.2  Within
      ten (10) business days after completion of the Sell Off Period, if any,
FMI
      may
      direct Red Mile to ship all Created Materials and all remaining Licensed
      Products and any portions thereof (other than the Red Mile Intellectual
      Property) still in Red Mile’s possession or control, to the address FMI directs.
      In such event, FMI shall reimburse Red Mile an amount equal to the lesser of
      (i) fifty percent (50%) of Red Mile’s actual, reasonable and verifiable
      cost of shipping, manufacture and production of any Licensed Products and
      Created Materials as to any portions thereof shipped to FMI (other than the
      Complimentary Units), and (ii) ninety percent (90%) of the lowest price Red
      Mile charged to third party retailers for the Licensed Products (other than
      the
      Complimentary Units) shipped to FMI. If FMI so elects, or if FMI does not
      provide Red Mile with delivery instructions within ten (10) business days after
      such completion of the Sell Off Period, if any, then Red Mile shall destroy
      all
      such items in its possession and control and shall deliver to FMI an affidavit
      executed by an officer of Red Mile certifying such destruction. 

    


    8.11  If
      the
      Term expires after extending into an Extended Term, then (without limiting
      any
      rights or obligations under Paragraph 8.11
      hereof):

    


    8.11.1  Any
      and
      all rights to the Property licensed or granted hereunder shall immediately
      and
      automatically revert (or, as applicable, be deemed assigned) to FMI in
      accordance with the terms hereof; and

    


    8.11.2  Upon
      completion of the Sell Off Period, if any, unless otherwise agreed to by the
      parties in writing, all inventory of Licensed Products in Red Mile’s control
      shall promptly, upon FMI’s election and FMI’s written instructions, either
      be:

     

    
 

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    8.11.2.1  Shipped
      by Red Mile to FMI or FMI’s designee (at no charge to FMI); or

    


    8.11.2.2  Destroyed
      by Red Mile under the supervision of FMI or FMI’s designee, or, at FMI’s
      request, destroyed by Red Mile without such supervision; provided, however,
      that
      Red Mile shall provide FMI with an affidavit of such fact, sworn to by a
      principal officer of Red Mile.

    


    8.12  If
      the
      Term expires or is terminated:

    


    8.12.1  then
      upon
      the expiration or termination of the Term, all production and manufacturing
      by
      Red Mile (including its Affiliates, subcontractors, and/or any person or entity
      performing services in relation to the Property at Red Mile’s request and/or
      direction) of the Licensed Products and materials related thereto shall cease
      and all rights (including but not limited to the Rights) licensed to Red Mile,
      except as expressly set forth in this Agreement, shall automatically revert
      (and/or be deemed assigned) to FMI, subject to Red Mile’s rights during the Sell
      Off Period, if any, as set forth above; 

    


    8.12.2  for
      any
      reason other than a result of Red Mile’s material breach hereof, then after such
      expiration or termination, Red Mile may reference on its website and marketing
      materials the role it played in conjunction with the development and publishing
      of any Licensed Products developed under this Agreement (the “Red
      Mile Statement”)
      and
      display the name and packaging cover artwork for each such Licensed Product
      that
      had a Commercial Release prior to such expiration or termination. The Red Mile
      Statement (i) shall be substantially similar to: “Red Mile Entertainment was the
      publisher, producer and developer of [name of Licensed Product(s)] which was
      published throughout the Territory and sold an estimated [number of units]
      copies,” or such other statement as FMI may approve; and (ii) cannot be
      derogatory towards Miller, FMI, Property, GZP or Union; 

    


    8.12.3  then
      Red
      Mile shall submit to FMI promptly upon such expiration or termination of the
      Term (but in no event later than thirty (30) days after the end of such period)
      a written statement of the inventory of all then-remaining Licensed Products
      manufactured or, in case of termination, in production hereunder. FMI, at its
      sole cost and expense, shall have the right to conduct a physical inventory
      of
      such places at which copies of the Licensed Products are retained at the time
      of
      expiration or termination and/or at a later date, as FMI shall elect, in order
      to ascertain or verify such statement;

     

    
 

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    8.12.4  then
      except as provided in Paragraph 8.7,
      Red
      Mile shall have no further payment obligations to FMI with respect to any unpaid
      Advances (or installments thereof) other than any unpaid installments of any
      unpaid Advances that are otherwise due and payable as of the date of
      termination; 

    


    8.12.5  then
      thereafter, Red Mile shall continue to report and to pay to FMI as required
      herein any and all such amounts as may accrue and be received by Red Mile
      resulting from Red Mile’s license, sale or other exploitation of the Property;
      and either 

    


    8.12.6  Paragraphs 3.0;
      4.0; 8.3; 8.4; 8.7; 8.8; 8.9; 8.10; 8.12; 9.1.2; 9.2.2; 9.2.3; 10.0; 11.3;
      11.4;
      12.0; 13.2; 13.3; 13.4; 13.5; 13.7.1; 14.0; 15.0; 16.1; 16.2; 16.3; 16.4; 16.7;
      16.9; 16.11; 16.12; 16.13; 16.14; 16.17 and 17.0 hereof shall survive any
      termination (but not expiration) of the Term and/or the Sell Off Period, if
      any;
      or 

    


    8.12.7  Paragraphs
      3.0, 4.0; 8.1.3; 8.3; 8.4; 8.9; 8.11; 8.12; 9.1.5; 9.1.2; 9.2.2; 9.2.3; 10.0;
      11.3; 11.4; 12; 13.2; 13.3; 13.4; 13.5; 13.7.1; 14, 15.0; 16.1; 16.2; 16.3;
      16.4; 16.7; 16.9; 16.11; 16.12; 16.13; 16.14; 16.17 and 17.0 shall survive
      expiration (but not termination) of the Term or, if applicable, the Sell Off
      Period. 

    


    8.12.8  In
      addition to the preceding provisions of Paragraphs 8.12.6 and 8.12.7, the
      representations and warranties of FMI as contained in Paragraphs 9.1.3 and
      9.1.4
      shall survive any termination or expiration of the Term and, if applicable,
      the
      Sell Off Period, but such survival shall not in any way affect or restrict
      FMI’s
      ability or right to use or to dispose of the Property (or any portion thereof
      or
      rights therein or thereto) after the termination or expiration of the Term
      or,
      if applicable, the Sell Off Period, other than as expressly set forth in
      Paragraph 8.1.3 above. 

    


    8.13  Notwithstanding
      any contrary provision of this Agreement, no termination of (or failure to
      enter
      into) any agreement between Red Mile and either GZP or Union, shall affect
      the
      Rights or other licenses and rights licensed to Red Mile pursuant to this
      Agreement if the termination of (or failure to enter into) such agreement
      resulted from the (i) termination of such agreement without cause by GZP or
      Union, respectively; (ii) mutual agreement of Red Mile and FMI; or (iii) mutual
      agreement of Red Mile and GZP or Union, respectively.
      Without
      limiting any other approval rights of FMI hereunder, FMI shall have the right
      to
      approve any replacement of GZP and/or Union.

    


    8.14  Without
      limiting either party’s rights under this Agreement, the parties agree to use
      good-faith efforts to resolve informally any claim, issue, dispute, or
      controversy (collectively, a “Dispute”)
      arising
      out of or in connection with this Agreement. 


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    Each
      party shall give the other party notice as soon as practicable regarding any
      event, occurrence, or other matter over which a Dispute has arisen or may arise,
      and both parties, to the extent reasonably possible, shall make available an
      executive officer or authorized designee for the purposes of attempting to
      resolve such Dispute informally before resorting to any other remedy otherwise
      available to the parties.

    


    
      	9.0  	
              REPRESENTATIONS
                AND WARRANTIES

            


    

    


    9.1  FMI
      represents and warrants on behalf of itself and its Affiliates
      that:

    


    9.1.1  it
      has
      the right and authority to enter into this Agreement, to license the rights
      and
      licenses set forth in this Agreement, and to render the performances described
      under this Agreement;

    


    9.1.2  (i)
      its
      execution, delivery, and performance of this Agreement, (ii) the license of
      the
      rights to the Red Mile, and (iii) the performance of Red Mile of its obligations
      and exercise of its rights under this Agreement, subject to the terms and
      conditions contained in this Agreement, do not and shall not conflict with
      or
      violate the terms of any agreement between FMI and any third party or between
      FMI
      or any
      of
      its
      Affiliates and any third party, and do not require obtaining a license or any
      other rights from any of FMI’s Affiliates or any third party;

    


    9.1.3  exclusive
      of any Created Materials not created or provided by or at the direction of
      FMI,
      FMI exclusively controls the trademarks, copyrights and other intellectual
      property rights in the Property and, throughout the Term and during any Sell
      Off
      Period and the Matching Period, if any, the right to license the Property and
      the Rights to Red Mile in accordance with the terms and provisions of this
      Agreement;

    


    9.1.4  Red
      Mile’s use of the Property (exclusive of the Created Materials not created or
      provided by or at the direction of FMI) as permitted hereunder shall not
      infringe upon the trademark, copyright or other intellectual or other property
      rights of any third party;
      and

    


    9.1.5  no
      third
      party has or shall have during the Term and the Matching Period (if any and
      subject to Paragraph 8.1.3),
      any
      right to use, to copy, to modify, to manufacture, to distribute, to develop,
      to
      publish, to display publicly, and to have copied, modified, manufactured,
      distributed, developed, published or publicly displayed, and to otherwise
      exploit the Property, the Excluded Property (as set forth in
      Paragraphs 1.3.1.2
      through
1.3.1.5,
      inclusive), Excluded Adaptations, or any other part of the regular SIN CITY
      universe in connection with the design, development, manufacture, packaging,
      distribution, publishing, promotion, advertisement or sale of software video
      game products or the Rights licensed hereunder, other than as specifically
      set
      forth in this Agreement (e.g., pursuant to Paragraphs 1.24 and 1.24.3);


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    


    9.1.6  FMI
      represents and warrants that within ten (10) days of the full execution hereof,
      it will (i) have caused the filing of copyright registration applications with
      the U.S. Copyright Office sufficient to allow Red Mile to file and record a
      short-form license for each of the works (whether for the work as listed or
      for
      the version as initially published [e.g., in individual comic-book issue format
      rather than as the collected volume]) listed as items 1-7 on Schedule
      1 attached hereto,
      and
      (ii) will cause to be delivered (whether hard copy or by facsimile or email)
      to
      Red Mile a copy of each relevant application; provided that failure by FMI
      to
      fulfill the obligations set forth in clauses 9.1.6 (i) and (ii) within ten
      (10)
      days shall not be deemed to be a breach of this Agreement. FMI further
      represents and warrants that it will notify Red Mile promptly after FMI’s
      receipt of the certificates of each such registration. In connection with the
      Rights licensed to Red Mile pursuant to this Agreement, upon full execution
      of
      this Agreement, Red
      Mile
      shall have the right to file a Short-Form License with
      the
      U.S. Copyright Office
      in the
      form set forth on Exhibit C for each of the works enumerated in items 1-7 on
      Schedule
      1 hereto,
      and Red
      Mile is authorized to file an updated Short-Form
      License for each such work as the above-referenced copyright registration
      numbers become available.
      FMI, as
      necessary, shall cooperate with Red Mile in connection with the above-referenced
      filings and shall execute and deliver promptly to Red Mile any other written
      instruments (in a form reasonably approved by FMI and consistent with the terms
      hereof) with any other governmental or state agency or similar entities in
      other
      countries and to perform (at Red Mile’s expense) any other legal acts necessary
      in Red Mile’s reasonable opinion to
      reflect,
      to establish, and to protect to the greatest extent permitted under applicable
      law, Red Mile’s rights in and to the Property as contemplated in this Agreement;
      and

    


    9.1.7  Unless
      FMI otherwise notifies Red Mile after the Effective Date, Miller has, and
      throughout the Term will have, the authority to bind FMI with his decisions,
      approvals, notices, and other actions taken pursuant to this
      Agreement.

    9.2  Red
      Mile
      represents and warrants that:

    


    9.2.1  it
      has
      the right and authority to enter into this Agreement and to render the
      performances described under this Agreement; 

    


    9.2.2  Red
      Mile’s execution, delivery, and performance of this Agreement does not and shall
      not conflict with or violate the terms of any agreement between Red Mile and
      any
      third party; and


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    


    9.2.3  each
      of
      the Licensed Products distributed hereunder or in relation hereto
      is or
      will be of high quality consistent with the reputation and goodwill of the
      Property, and
      shall
      comply with all applicable material laws, regulations and with commonly accepted
      industry standards of the country of origin and the country of destination
      of
      the Licensed Products, in each case except to the extent that such noncompliance
      was caused by a violation of a representation and warranty of FMI or other
      breach by FMI of its obligations hereunder.

    


    9.3  Except
      as
      expressly set forth in this Agreement, neither party makes any warranties or
      representations as to performance of the Licensed Products, and to the extent
      permitted by applicable law, all implied warranties and conditions including
      those of merchantability and fitness for a particular purpose, are hereby
      excluded and waived. Red Mile does not promise, represent, or warrant that
      the
      Licensed Products will be error-free or will operate without interruption;
      provided, that Red Mile shall use commercially reasonable efforts to cure such
      errors after Red Mile becomes aware of such errors or interruptions; and
      provided further, that during the Term Red Mile shall promptly take reasonable
      steps to cure any errors that reflect adversely on the Property (or any element
      thereof), or that diminish the goodwill or reputation enjoyed by the Property
      (or any element thereof), FMI, and/or Miller. Red Mile makes no representation
      or warranty as to the amount of Royalties that FMI will derive from the sale
      of
      the Licensed Products (other than the amount of any non-refundable Advance
      paid)
      and neither party makes any representation to the other as to the commercial
      success of the Licensed Products.

     

    9.4  IN
      NO
      EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, SPECIAL, OR
      CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR THE LOSS OF ANTICIPATED PROFITS,
      EVEN
      IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY
      REMEDY SET FORTH IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE. 

    


    
      	10.0  	
              USE
                OF PROPERTY; OWNERSHIP; PROTECTION OF RIGHTS, CREDITS  

            


    

    


    10.1  Nothing
      contained in this Agreement is or is to be construed as an assignment, license,
      or grant to Red Mile of any ownership right in or to the Property, or any other
      right, title, or interest in or to the Property, except as expressly set forth
      in this Agreement. All uses of the Property shall inure to the benefit of FMI
      and shall be subject to FMI’s approval rights as expressly set forth in this
      Agreement. Each and every copy of each of the Licensed Products, and packaging
      and advertising and promotional materials therefor, shall bear the copyright
      and
      trademark notices and any other appropriate legal notices that FMI may from
      time
      to time prescribe. If so required by any governmental entity, Red Mile shall
      include, at Red Mile’s cost and expense, the required consumer advisory rating
      code(s) on any and all packaging, marketing, and advertising materials used
      in
      connection with the Licensed Products.


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    


    10.2  Notwithstanding
      anything to the contrary in this Agreement, as between the parties, Red Mile
      exclusively owns (i) all computer code (object and source code), animation
      techniques, and other technology in existence as of the Effective Date and
      created or developed by or on behalf of Red Mile pursuant to this Agreement,
      and
      (ii) all game designs, film, video tape, middleware, library assets (e.g.,
      footprints, grass, water, and generic sounds), and other elements created by
      or
      on behalf of Red Mile for use in or otherwise in conjunction with the Games
      and
      Add-Ons, including all rights in and to all copyrights, patents, trademarks,
      and
      intellectual property and other rights inherent therein but excluding all or
      any
      portion of the Property; and (iii) any and all other trademarks, copyrights,
      logos and other intellectual property rights owned by Red Mile or otherwise
      controlled by Red Mile exclusive of the Property (collectively, “Red
      Mile Intellectual Property”);
      provided, however, that the Red Mile Intellectual Property shall in no event
      include any character or non-character asset or entity that is unique or
      specific to or identifiable as part of the Sin City universe (other than to
      the
      extent incorporated into the Licensed Products), which, as between the parties,
      shall at all times be owned solely and exclusively by FMI. Red Mile may affix
      to
      each copy of each Licensed Product a copyright and/or trademark notice
      identifying Red Mile’s, or Red Mile’s suppliers’ or developers’, interest in the
      relevant Licensed Product. FMI shall not, by virtue of this Agreement, acquire
      any rights whatsoever in the Red Mile Intellectual Property. All uses of the
      Red
      Mile Intellectual Property shall inure to the benefit of Red Mile. Other than
      as
      expressly set forth in this Agreement, Red Mile is neither granting nor is
      FMI
      receiving any express or implied rights, title or license in or to the Red
      Mile
      Intellectual Property, whether standing independently or as incorporated into
      any Licensed Product.
      For
      example, but without limitation, if Red Mile creates underlying technology
      that
      allows Marv to run in slow motion, Red Mile shall own the technology permitting
      a character to run in slow motion and shall have the right to use such
      technology in other video games to make other non-Sin City characters run in
      slow motion; however, FMI shall remain the exclusive owner of Marv, and Red
      Mile
      will have no rights to make Marv run in slow motion or otherwise use Marv in
      any
      other product.

    


    10.3  Red
      Mile
      shall ensure that the Property is used solely by Red Mile (and its employees,
      agents, contractors and permitted third parties) on or in connection with the
      Licensed Products and in associated marketing and promotional materials to
      the
      extent FMI approves thereof, and Red Mile shall restrict its use of the Property
      in its advertisements, including radio, television, Internet, point of sale
      materials, printed matter and the like, to (i) identification, sale, and
      promotion of the Licensed Products, or (ii) the fact that Red Mile is a licensee
      of the Property, or (iii) other uses FMI may approve. Except as incorporated
      into the Licensed Products and, if permitted, Combination Sales, Red Mile shall
      not use or authorize the use of the Property in connection with any other
      product or service manufactured, performed, distributed, sold, leased, marketed,
      promoted, or advertised by Red Mile or any third party, except that
      representations of the Licensed Products and their packaging or advertising
      or
      promotional materials may be shown in advertising or promotions showing other
      products sold by Red Mile or any third party.


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    


    10.4  Except
      as
      incorporated into the Licensed Products and, if permitted, packaged for
      Combination Sales, the Property shall not be used in conjunction with any other
      licensed name, character, or symbol, except that representations of the Licensed
      Products and their packaging or advertising or promotional materials may be
      shown in advertising or promotions showing other products sold by Red
      Mile.

    


    10.5  Except
      with respect to any actions taken to enforce or protect its rights under this
      Agreement or at law, Red Mile shall not at any time apply for any copyright,
      trademark or patent registration or other protection that might (it being agreed
      that the likelihood of such adverse impact must be more than de
      minimis)
      adversely affect FMI’s rights in the Property, or take any other action that
      might adversely affect FMI’s ownership of the Property, or aid or abet anyone
      else in doing so in a knowingly, recklessly or grossly negligent
      manner.

    


    10.6  During
      the Term, and if applicable, the Sell Off Period, and for a period of three
      (3)
      years thereafter, Red Mile shall assist in the protection of FMI’s rights in and
      to the Property by giving FMI prompt notice of any unlicensed use by third
      parties of the Property or material of which Red Mile becomes aware and which
      infringes or which Red Mile reasonably believes would infringe any of FMI’s
      rights in the Property. FMI, at its sole cost and expense, shall take prompt
      action to the extent FMI deems such action advisable, with respect to any
      unlicensed use of the Property or any infringement or imitation of the Property
      to prevent such use and to protect the exclusive rights of Red Mile hereunder.
      Red Mile shall cooperate in any such action at FMI’s expense. If FMI does not
      act promptly to prevent any infringement or unauthorized use of the Property
      after receiving notice thereof from Red Mile, then Red Mile, subject to FMI’s
      approval (the“Protection
      Consent”)
      (FMI to
      grant or to withhold such Protection Consent without unreasonable delay upon
      FMI’s due consideration of Red Mile’s best interests in the Property and efforts
      to maximize revenue pursuant to this Agreement), but
      without prejudice to any other rights it may have, shall have the right, but
      not
      the obligation, to take appropriate action, including a civil lawsuit or
      administrative action on behalf of FMI for infringement, interference with
      or
      violation of any rights to the Property or violation of any rights licensed
      in
      this Agreement, at FMI’s expense. FMI shall cooperate in any such action brought
      by Red Mile.
      If FMI
      does not provide the Protection Consent and the parties within a reasonable
      time
      do not agree regarding whether or not an action should be taken against a
      third-party infringer or alleged infringer, such issue shall be settled through
      final and binding arbitration conducted by the American Arbitration Association
      in accordance with its Commercial Arbitration Rules (the “Rules”),
      by
      three arbitrators unless otherwise agreed upon by the parties. Each party shall
      appoint one arbitrator within thirty (30) days from the date of the notice
      of
      arbitration, and the two appointed arbitrators shall select a presiding, third
      arbitrator appointed in accordance with the Rules. 

     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    
 

    10.7  Red
      Mile
      acknowledges the value of the goodwill associated with the Property and
      acknowledges that the Property, and all rights therein and the goodwill
      pertaining thereto, belong exclusively to FMI. Red Mile further recognizes
      and
      acknowledges that the Property has acquired secondary meaning in the mind of
      the
      public. Except with respect to any actions taken to enforce or protect its
      rights under this Agreement or at law, Red Mile shall not at any time attack
      the
      title or any rights of FMI in and to the Property or the validity of the license
      licensed in this Agreement. Red Mile, in the exercise of its rights hereunder
      or
      otherwise, shall not in any manner impair or authorize or knowingly permit
      any
      other person or entity to impair the goodwill associated with the
      Property.

    


    10.8  Except
      with respect to any actions taken to enforce or to protect its rights under
      this
      Agreement or at law, FMI shall not at any time attack the title or any rights
      of
      Red Mile in and to the Red Mile Intellectual Property.

    


    10.9  Except
      as
      expressly provided in this Agreement, Red Mile shall not at any time use or
      authorize or permit the use of the Property, or of any “logo,” trade name, or
      other designation identical or confusingly similar to the Property or any
      portion thereof or FMI’s or Miller’s name.

    


    10.10  Notwithstanding
      any contrary provision of this Agreement but subject to each first party console
      platform manufacturer’s approval, Red Mile shall cause each copy of each of the
      completed Games to display prominently (on a separate card for a reasonable
      duration) FMI’s (and, if FMI so elects, Miller’s) name and logo in the opening
      and closing credit screens and in any supporting written materials as approved
      by FMI; provided, in such event or as otherwise required in order for Red Mile
      to comply with its obligations under any other “credit” requirement set forth in
      this Agreement (“Credit
      Requirements”),
      FMI
      shall be deemed to have licensed to Red Mile on a non-exclusive basis such
      uses
      of the names, copyrights, trademarks and logos of FMI and Miller as part of
      the
      Property for the purpose of complying with such Credit Requirements without
      any
      additional compensation payable to Miller, FMI
      or any
      of
      their respective Affiliates or to
      any
      other third party by Red Mile. In addition, but subject to each first party
      console platform manufacturer’s approval, the title of the Games which shall
      appear on all boxes, promotional and marketing materials, press releases, etc.,
      shall be “Sin City: _______” or “Frank Miller’s Sin City: ___________,” or some
      reasonable variation thereof, as FMI shall elect. Red Mile shall also cause
      each
      copy of each Supplemental Product and any other supporting, advertising or
      other
      related materials to display, in commercially reasonable prominence, FMI’s (and,
      if FMI so elects, Miller’s) name and logo. 

    


    
      	11.0  	
              SUBLICENSING
                AND ASSIGNMENT  

            


    

    


    11.1  Red
      Mile
      shall have the right (subject to FMI approval, not to be unreasonably withheld,
      conditioned or delayed) to sublicense or to assign any or all of the rights
      licensed hereunder to any Red Mile Affiliate, and to sublicense such rights
      hereunder as appropriate in the ordinary course of its business (e.g.,
      manufacture, advertisement, etc.). 


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    No
      assignment or sublicense by Red Mile hereunder shall relieve Red Mile of its
      obligations to FMI. Red
      Mile
      shall deliver notice to FMI of any assignment made hereunder, and, as a
      condition precedent to the effectiveness of such assignment, cause the Red
      Mile
      Affiliate to enter into a written agreement for the express benefit of FMI
      by
      which such Red Mile Affiliate is bound by all the terms hereof (including,
      without limitation, all audit, choice-of-law, jurisdiction, venue, cure
      provisions and payment provisions, as may be applicable) unless otherwise agreed
      upon by the parties, and to deliver such agreement to FMI for FMI’s approval
      pursuant to Paragraph 13.7.
      FMI
      hereby authorizes and approves Red Mile to utilize Union, GZP and [ * * *]
      in
      conjunction with the development of the Initial Game SKUs and all Add-Ons and
      Supplemental Products thereof, if any. Notwithstanding anything to the contrary
      in this Agreement, except for FMI’s approval rights expressly set forth in this
      Agreement, Red Mile shall have good faith reasonable business discretion over
      the strategies, decisions, and actions taken with respect to the fulfillment
      of
      Red Mile’s obligations under this Agreement and the exploitation of the Rights
      with respect to the Licensed Products, and otherwise in connection with Red
      Mile’s role as the publisher of the Licensed Products.

    


    11.2  Subject
      to FMI’s approvals and other rights herein, Red Mile shall have the right to
      assign its rights to modify, to manufacture, to distribute, to sell, to publish
      or otherwise to exploit the Licensed Products to any entity financially,
      technically and otherwise competent for the intended purpose in a country in
      which neither Red Mile nor a Red Mile Affiliate has an adequate business
      presence and/or distribution network provided such assignee affirms to FMI’s
      reasonable satisfaction in writing that such assignment is subject to the terms
      of this Agreement. Red Mile shall not be required to receive FMI’s approval for
      sale of finished Games, Add-Ons or Supplemental Products to a qualified
      third-party distributor not an Affiliate of Red Mile for resale only; provided,
      however, that FMI shall nonetheless have the right to approve any advertising
      or
      promotional materials relating thereto, as set forth in this Agreement. Red
      Mile
      acknowledges and agrees that Red Mile’s use of any such distributor pursuant to
      this Paragraph 11.2
      shall in
      no way derogate from or relieve Red Mile of any of its obligations under this
      Agreement. Red Mile further acknowledges and agrees that it shall be responsible
      and primarily liable for all activities and obligations of all such distributors
      with respect to the Games and Supplemental Products.

    


    11.3  FMI
      reserves the right to assign its rights (but not its obligations without Red
      Mile’s consent, such consent not to be unreasonably withheld, conditioned or
      delayed) under this Agreement to any third party and to hypothecate or to pledge
      this Agreement as collateral for any purpose, upon notice to Red Mile. FMI
      acknowledges and agrees that any such assignment shall in no way derogate from
      or relieve FMI of any of its obligations under this Agreement.


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    


    11.4  This
      Agreement shall be binding upon and shall inure to the benefit of the respective
      successors and assigns of each party. This Agreement may be assigned or
      encumbered by either party without consent of the other, in connection with
      (a)
      a merger or other operation of law or the sale of all or substantially all
      of
      the assignee party’s assets or equity interests, or (b) a financing transaction.
      Notwithstanding the preceding, Red Mile will timely notify FMI in the event
      that
      this Agreement is assigned by Red Mile pursuant to this Paragraph 11.4. Except
      as set forth in this Agreement, no other rights or obligations set forth in
      this
      Agreement may be assigned or delegated by either party without the prior consent
      of the other party, and neither party hereto shall have the right to assign
      or
      to delegate any right or obligation except as set forth in this Agreement.
      Any
      such assignment or delegation or attempted assignment or delegation in violation
      of this Agreement shall be null and void.

    


    
      	12.0  	
              INDEMNIFICATION 

            


    

    


    12.1  Red
      Mile
      shall indemnify, hold harmless, and defend FMI and its parents and subsidiaries,
      owners, Affiliates, and successors and each of their respective owners,
      directors, officers, and employees, affiliates, agents, and related entities
      (the “FMI
      Indemnified Parties”)
      from
      and against any claims, liabilities, demands, causes of action, litigation,
      judgments, settlements, expenses or damages, including, without limitation,
      actual, reasonable and verifiable outside attorneys’ fees and costs
      (collectively, “Claims”),
      arising out of any breach by Red Mile of its duties, obligations,
      representations or warranties under this Agreement, or any Claims alleging
      that
      any of the Licensed Products or any marketing, promotional, or other materials
      created or distributed by or on behalf of Red Mile infringe any copyright,
      patent, trademark or other intellectual property right of any third party,
      except to the extent any Claim relates directly to the Property; provided that
      such Claim is reduced either to an adverse judgment or arbitration award or
      to a
      settlement entered into pursuant to Red Mile’s consent which consent shall not
      be unreasonably withheld or delayed.
      If Red
      Mile refuses to consent to a settlement offer that FMI and (to the extent Red
      Mile’s insurance carrier is financially responsible for handling the relevant
      Claim and/or the defense and/or settlement thereof) Red Mile’s insurance carrier
      find acceptable, then Red Mile, upon request of FMI, shall post a bond in an
      amount and with a bonding company acceptable to FMI, as is reasonably necessary
      to cover any uninsured cost of any prospective third-party litigation to the
      extent resulting from Red Mile’s refusal of such settlement offer. 

    


    12.2  FMI
      shall
      indemnify, hold harmless, and defend Red Mile, and its parents and subsidiaries,
      owners, Affiliates, and successors and each of their respective owners,
      directors, officers, and employees, affiliates, agents, and related entities
      (the “Red
      Mile Indemnified Parties”),
      from
      and against any Claims, arising out of any breach of FMI’s duties, obligations,
      representations or warranties under this Agreement; provided that such Claims
      are reduced either to an adverse judgment or to a settlement entered into with
      Red Mile’s consent which consent shall not be unreasonably withheld, conditioned
      or delayed. 


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    


    12.3  If
      any
      Claim is initiated against any FMI Indemnified Parties or any Red Mile
      Indemnified Parties with respect to which a party hereto (the “Indemnified
      Party”)
      may
      make a claim against the other party (the “Indemnifying
      Party”)
      pursuant to Paragraph 12.1
      or
12.2
      hereof,
      then the Indemnified Party shall give prompt notice of such Claim to the
      Indemnifying Party; provided, however, that the failure to notify the
      Indemnifying Party thereof shall not relieve such Indemnifying Party from any
      liability hereunder unless, and only to the extent that, such failure results
      in
      prejudice to or forfeiture of, the rights or defenses otherwise available to
      the
      Indemnifying Party. The Indemnifying Party shall, at its own expense, have
      the
      obligation to assume the defense of such Claim. The Indemnifying Party shall
      keep the Indemnified Party timely informed of all material developments and
      events relating to such Claim. The Indemnified Party shall have the right to
      participate, at its own expense, in the defense of such Claim, but such
      participation shall not be deemed to give the Indemnified Party the right to
      control such defense, and the Indemnified Party shall not settle such Claim
      without the prior consent of Indemnifying Party, which consent shall not be
      unreasonably withheld. The Indemnified Party shall cooperate as reasonably
      requested by the Indemnifying Party in the defense of such Claim.

    


    12.4  If
      the
      Indemnifying Party fails to assume the defense of a Claim, or fails to defend
      such Claim diligently, then the Indemnified Party may assume the defense of
      such
      Claim and the Indemnifying Party shall reimburse the Indemnified Party for
      all
      reasonable expenses (including reasonable, actual and verifiable attorneys’
fees) as such expenses are incurred, relating to the defense of such
      Claim.

    


    
      	13.0  	
              THIRD-PARTY
                CONTENT 

            


    

    


    13.1  During
      the Term, Red Mile shall obtain at its sole cost and expense any and all third
      party rights, consents, licenses and other permissions (collectively,
“Third-Party
      Consents”)
      necessary to include any photographs, artwork, music or any other copyrighted
      or
      trademarked materials, including any materials approved or provided by or at
      the
      direction of FMI for inclusion in the Licensed Products (collectively
      “Third-Party
      Content”).
      Red
      Mile shall have the right to seek confirmation from FMI as to whether any
      photographs, artwork, music or any other materials FMI provides are part of
      the
      Property or are Third-Party Content, and, if Third-Party Content, whether Red
      Mile’s use thereof would require Red Mile to obtain any Third-Party Consents.
Notwithstanding
      anything to the contrary in this Agreement, in
      no
      event shall Red
      Mile
      be obligated to use, to incorporate or to include any Third-Party Content or
      any
      talent, voice, or other personality or personality likeness or any other content
      requested or provided by FMI if such inclusion would require Red Mile to pay
      to
      secure one or more Third-Party Consents.  


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    


    13.2  As
      between the parties hereto, any and all Created Materials shall be owned in
      perpetuity from the time of their creation in their entirety exclusively by
      FMI,
      unless specifically agreed upon otherwise FMI and Red Mile. Accordingly, any
      and
      all Created Materials are and shall be “works made for hire” for FMI under the
      U.S. Copyright Act, and any and all similar provisions of law under other
      jurisdictions, and FMI is and shall be the author thereof (and shall own all
      rights therein and thereto, including, without limitation, all rights under
      copyright, trademark and other intellectual property rights) in perpetuity
      throughout the universe for all purposes in all markets and media now known
      or
      hereafter devised or discovered. To the extent any Created Materials cannot
      be
      deemed “work made for hire,” Red Mile hereby assigns to FMI, for no additional
      consideration, all right, title and interest (including without limitation
      copyrights, trademark rights, and other proprietary rights) in and to such
      Created Materials, including all copyrights, trademark rights, and other
      intellectual property rights therein, in perpetuity, throughout the universe,
      and all extensions and renewals and reversions thereof in
      all
      markets and media now known or hereafter devised or discovered.
      At
      FMI’s request, Red Mile by its duly authorized officer, shall execute all
      documents and other instruments necessary or desirable to confirm such
      assignment. Red Mile hereby
      irrevocably appoints FMI as Red Mile’s attorney-in-fact for the purpose of
      executing such documents on Contributor’s behalf, which appointment is coupled
      with an interest. Without
      limiting any of the foregoing, FMI shall have the right to use any Created
      Materials based upon the Property as FMI shall elect. 

    


    13.2.1  By
      way of
      example but not limitation: if Red Mile were to license Third Party Content
      such
      as a previously released song by the band Guns & Roses for inclusion in the
      soundtrack of one of the Games, and if FMI approves Red Mile’s license of such
      song, then FMI acknowledges that it would not own the song so licensed as part
      of the Created Materials or otherwise. If, however, Red Mile commissions a
      new
      song for inclusion in the soundtrack of one of the Games, and such new song
      is
      based on the Property (e.g., references Sin City or tells a story about the
      Sin
      City universe), then Red Mile shall cause any agreement with the initial rights
      holders of such song to perform its services for Red Mile as works made for
      hire
      such that FMI shall own the resulting song and lyrics unless FMI agrees
      otherwise.

    


    13.3  Red
      Mile
      waives and releases in favor of FMI all rights (if any) of “droit moral,” and
      rental rights, and similar rights in and to Created Materials, and agrees that
      FMI shall have the right to revise, to abridge, to expand, to adapt, to change,
      to add to, to subtract from, to retitle, to redraw, to recolor, or otherwise
      to
      modify such Created Materials without the consent of Red Mile or any other
      person or entity, unless specifically agreed upon otherwise by the
      parties.


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    


    13.4  Other
      than the Property as provided to Red Mile by or at
      the
      direction of
      FMI
      and authorized by FMI for inclusion in one or more Licensed Products, if any
      third party makes or has made contribution to the Created Materials, Red Mile
      shall timely obtain from such party a full confirmation and assignment of rights
      so that the foregoing rights shall vest fully in FMI, unless specifically agreed
      upon otherwise by the parties. 

    


    13.5  All
      provisions set forth in Paragraph 13.4
      with
      respect to ownership of artwork shall apply equally to all story elements,
      plots, characters, devices, settings, etc. relating to and used in conjunction
      with the Property in the Licensed Products other than the Red Mile Intellectual
      Property.

    


    13.6  Other
      than the Property, Red Mile shall be solely responsible for and shall timely
      obtain all authorizations, consents, and releases, including but not limited
      to,
      authorization of any talent appearing in, or whose voice may be used in, the
      Licensed Products and Advertising Materials therefor, and will pay all reuse
      fees and other compensation as may be required by applicable collective
      bargaining or individual contracts or by law. Without limiting the foregoing,
      if
      any music is included in the Licensed Products, then Red Mile will timely obtain
      at its sole cost and expense all necessary music synchronization and performance
      rights from the copyright proprietors of such music and such other persons
      or
      entities, including performing rights societies, as may own or control the
      rights thereto for use of such music in such Licensed Products.

    


    13.7  Red
      Mile
      shall submit all material third-party agreements directly related to the
      creation, development, distribution, and publishing of the Licensed Products
      to
      FMI for FMI’s review. Subject to the terms hereof, if FMI does not provide a
      notice of disapproval of any such third-party agreement within five (5) business
      days of FMI’s receipt thereof, then Red Mile will be free to enter into and
      perform such agreement; provided that Red Mile will remain bound by the terms
      and conditions of this Agreement, including without limitation, Red Mile’s
      obligations to FMI hereunder with respect to FMI’s ownership and control, if
      any, of the Created Materials and Third-Party Content. If Red Mile wishes for
      FMI to approve the substantive terms of any third-party agreement, then Red
      Mile
      will give FMI notice of such request, and the parties will discuss such
      third-party agreement in good faith. 

    


    13.7.1  In
      addition to the requirements set forth in the first sentence of
      Paragraph 13.7
      hereof,
      Red Mile hereby further undertakes to deliver to FMI any and all agreement(s)
      between Red Mile and any third party that relate to the Property and/or the
      Licensed Products within five (5) business days of FMI’s reasonable request
      therefor unless the parties agree otherwise. For purposes of the immediately
      preceding sentence, the parties acknowledge that a request, absent exigent
      circumstances, that does not disrupt substantially Red Mile’s normal conduct of
      its business is a “reasonable request.” 


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    


    
      	14.0  	
              CONFIDENTIAL
                INFORMATION

            


    

    


    14.1  Each
      party acknowledges that it will have access to proprietary or “Confidential
      Information” (defined below) of the other party. “Confidential
      Information”
      shall
      mean and include, without limitation, the financial and other essential terms
      of
      this Agreement, scripts, storylines, plots, set designs, game concepts, design
      documents, game specifications, either party’s financial information, and either
      party’s - or a third party’s - confidential product information, whether or not
      any such information is marked as confidential, and any other information
      identified as confidential by appropriate markings on any documents exchanged
      or, if disclosed orally, on a subsequent notice provided within ten (10) days
      of
      disclosure.

    


    14.2  Throughout
      the Term and for a period of two (2) years thereafter, each party will protect
      the Confidential Information of the other party in the same manner in which
      it
      protects its own Confidential Information (but in any event will use no less
      than reasonable care), except as may be specifically permitted
      hereunder.

    


    14.3  The
      obligations of confidentiality and non-use specified above will not apply to
      any
      information of one party that:

    


    14.3.1  was
      known
      by the other party prior to the Effective Date and not obtained or derived,
      directly or indirectly, from such party or its Affiliates, or if so obtained
      or
      derived, was lawfully obtained or derived and is not held subject to any
      confidentiality or nonuse obligations;

    


    14.3.2  is
      or
      becomes public or available to the general public or the computer software
      industry or the movie-making industry otherwise than through any act or default
      of the other party;

    


    14.3.3  is
      obtained or derived prior or subsequent to the date of this Agreement from
      a
      third party which is lawfully in possession of such information and does not
      hold such information subject to any confidentiality or non-use obligations;
      provided, however, that (i) either party may disclose to and/or receive from
      any
      other licensor involved with Licensed Products, information that would be
      Confidential Information under this Agreement or may be confidential under
      any
      other agreement to which the other party is a party providing such party agrees
      to maintain such information as confidential; 

    


    14.3.4  is
      independently developed by such party without use of the other party’s
      Confidential Information; 


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    


    14.3.5  is
      required to be disclosed by one of the parties pursuant to applicable law or
      in
      connection with any dispute hereunder or under a government or court order
      or to
      comply with the rules of the Securities Exchange Commission or any stock
      exchange, including NASDAQ, provided, however, that the obligations of
      confidentiality and non-use will continue to the fullest extent not in conflict
      with such law or order; and, if and when a party is required to disclose such
      Confidential Information pursuant to any such law or order, such party will,
      to
      the extent legally permissible, notify the other party to allow such party
      to
      make efforts to obtain a protective order or take such other actions as will
      prevent or limit public access to, or disclosure of, such Confidential
      Information; or

    


    14.3.6  is
      disclosed as part of its normal reporting or review procedure to its parent
      company, its partners, its auditors, its attorneys, GZP, Union, its contractors
      and/or its agents acting in their capacity as such, provided, however, that
      (i)
      such parent company, partners, auditors, attorneys, GZP, Union, contractors
      and/or agents agree to be bound by the provisions of this
      Paragraph 14.0;
      and
      (ii) no executed copy of this Agreement or schedules or exhibits to this
      Agreement shall be provided to Red Mile’s contractors pursuant to this Paragraph
      14.3.6 without FMI’s prior consent, such consent not to be unreasonably
      withheld. 

    


    14.4  Each
      party will obtain the written agreement of each of its employees, independent
      contractors, and firms retained by licensor to audit licensee to perform their
      services under this Agreement in accordance with these confidentiality
      provisions.


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    


    
      	15.0  	
              NOTICES

            


    

    


    All
      acceptances, consents, rejections, approvals, extensions, confirmations,
      declinations, requests, directions, further agreements (if applicable),
      designations authorizations, revocations and/or other notices required or
      contemplated hereunder shall be in writing, reasonably detailed for the purpose,
      and delivered to the respective addresses of the parties as set forth below,
      unless notification of a change of address is given in writing, by certified
      or
      express mail, messenger, or courier. Any notice sent by messenger shall be
      deemed effective upon the date delivered. Any notice sent by certified or
      Express mail shall be deemed effective three (3) business days for domestic
      notices and ten (10) business days for international notices from the date
      of
      mailing. Any notice sent by overnight courier shall be deemed effective two
      (2)
      business days for domestic notices and three (3) business days for international
      notices from the date of overnight air courier handling, unless proof of
      delivery is provided, in which case such date of delivery shall be
      determinative.

    


    15.1  If
      to
      FMI:

    


    the
      FMI
      Address,

    


    With
      copies sent concurrently to:

    


    Law
      Offices of Harris M. Miller II, P.C.

    8424A
      Santa Monica Boulevard, Suite 127

    West
      Hollywood, CA 90069-4267

     

    also
      sent
      concurrently to:

    


    Union
      Entertainment

    Attn:
      Richard Leibowitz

    9255
      Sunset Blvd., Suite 528

    West
      Hollywood, CA 90069-3301

    


    15.2  If
      to Red
      Mile:

    


    Red
      Mile
      Entertainment, Inc.

    Attn:
      Chester Aldridge

    4000
      Bridgeway, Suite 101

    Sausalito,
      CA 94965

     

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    
 

    With
      a
      copy sent concurrently to:

    


    Thompson
      & Knight LLP

    Attn:
      J.
      Holt Foster, III

    1700
      Pacific Avenue, Suite 3300

    Dallas,
      Texas 75201

    


    
      	16.0  	
              MISCELLANEOUS

            


    

    


    16.1  Nothing
      in this Agreement shall be construed to place the parties in the relationship
      of
      employer-employee, partners or joint venturers and neither party shall have
      any
      power to obligate or bind the other to any third party in any manner whatsoever.
      The parties hereto hereby agree that there are no third party beneficiaries
      to
      this Agreement.

    


    16.2  No
      failure on the part of either party to exercise any right under this Agreement
      shall operate as a waiver of such right, nor shall any single or partial
      exercise of any right under this Agreement preclude any other further exercise
      of such right or any other right.

    


    16.3  This
      Agreement shall be construed and interpreted pursuant to the laws of the state
      of California applicable to agreements entered into and to be performed entirely
      within that State (without any regard to any conflicts-of-law provisions),
      and
      the parties hereto submit and consent to the jurisdiction of the courts (state
      and/or federal) of the state of California, county of Los Angeles, in any action
      brought to enforce (or otherwise relating to) this agreement or the subject
      matter hereof. The parties hereby consent to the exclusive jurisdiction of
      any
      state or federal court empowered to determine any action brought to enforce
      or
      otherwise relating to this agreement in the state of California, and waive
      any
      objection thereto on the basis of personal jurisdiction or venue. 

    


    16.4  If
      any
      legal action or any other proceeding is brought for the enforcement of this
      Agreement, or if a dispute arises under this Agreement, the successful or
      prevailing party shall be entitled to recover actual, reasonable and verifiable
      outside attorneys’ fees and other costs incurred in that action or proceeding,
      in addition to any other relief to which it may be entitled. The party in whose
      favor a judgment has been entered shall also be entitled to recover from the
      other party its actual, reasonable and verifiable attorneys’ fees and costs in
      enforcing such judgment. 

    


    16.5  None
      of
      the provisions of this Agreement can be waived or modified except expressly
      in a
      writing signed by all parties. 

    


    16.6  If
      there
      is
      a
      bankruptcy of either party, then
      such
      bankrupt party hereby undertakes to assume all of its obligations hereunder
      in
      accordance with the provisions of 11 U.S.C. § 365 and, in connection therewith,
      to meet all conditions to doing so and obtain all necessary court or other
      approvals. 


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    With
      respect to
      such
      bankruptcy, any consent by the non-bankrupt party must be express and can be
      withheld for any reason in such party’s sole discretion. The parties hereto also
      agree that FMI’s continuing exclusivity and other obligations hereunder, and Red
      Mile’s continuing design, development, distribution, quality control, payment,
      accounting and other obligations hereunder, among other things, make this
      Agreement executory. 

    


    16.7  If
      any
      provision of this Agreement is found by a court of competent jurisdiction to
      be
      void or unenforceable, the remaining provisions shall continue in full force
      and
      effect, and the void and unenforceable provision shall be deemed by the parties
      as replaced in such form and substance as shall be legally valid and as shall
      accomplish as near as possible the purpose and intent of the parties with
      respect to the invalid provision. 

    


    16.8  The
      parties expressly acknowledge that:

    


    16.8.1  the
      Property is of a special, unique, and intellectual character, which gives it
      peculiar value and in the event of a material breach or threatened material
      breach by Red Mile of any term, condition or covenant hereof, FMI shall be
      irreparably injured and monetary damages would be inadequate as a remedy
      therefor. Red Mile expressly agrees that FMI shall be entitled to injunctive
      and
      other equitable relief, as permitted by law, in case of such breach or
      threatened breach of this Agreement, or any portion thereof, by Red Mile. Such
      relief shall be in addition to any other rights or remedies, for damages or
      otherwise, available to FMI. 

    


    16.8.2  the
      rights and licenses licensed to Red Mile pursuant to this Agreement are of
      a
      special, unique and intellectual property character, which give Red Mile and
      its
      business particular value and in the event of a material breach or a threatened
      material breach by FMI of any term, condition or covenant hereof, Red Mile
      shall
      be irreparably injured. FMI expressly agrees that Red Mile shall be entitled
      to
      seek injunctive and other equitable relief, as permitted by law, in case of
      such
      breach or threatened breach of this Agreement, or any portion thereof, by FMI.
      Such relief shall be in addition to any other rights or remedies for damages
      or
      otherwise, available to Red Mile. 

    16.9  Each
      Exhibit and Schedule referenced in this Agreement is hereby incorporated herein
      by reference as if fully rewritten in this Agreement. This Agreement (together
      with such Exhibits and Schedules), when fully executed, shall constitute the
      entire agreement and understanding among the parties and cancels, terminates
      and
      supersedes any prior agreement or understanding relating to the subject matter
      of this Agreement among the parties including, without limitation, the
      MOU.

     

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    
 

    16.10  This
      Agreement may be executed in any number of counterparts. Each such counterpart
      shall be deemed to be a duplicate original, and all of which shall constitute
      one agreement. Facsimile, PDF, JPEG, or TIFF copies of this Agreement and
      signatures thereon shall be valid and binding on the parties.

    


    16.11  The
      parties hereto shall execute such further documents and perform such further
      acts consistent with the terms hereof as may be necessary to comply with the
      terms of this Agreement and to consummate the transactions provided in this
      Agreement.

    


    16.12  The
      headings contained in this Agreement are for convenience and reference purposes
      only, and do not form a part hereof and shall not affect the meaning or
      interpretation of this Agreement.

    


    16.13  Red
      Mile
      shall deliver to FMI within five (5) days of the initial Commercial Release
      of
      each and at no cost to FMI, a reasonable number (at least ten (10)) of copies
      of
      each of the Licensed Products (including all packaging for each); and Red Mile
      hereby undertakes to sell to FMI, if FMI requests, up to a reasonable number
      of
      each Licensed Product (Red Mile agrees that forty (40) units of each is a
      reasonable number thereof) at Red Mile’s actual out-of-pocket cost
      thereof.

    


    16.14  This
      Agreement shall be deemed to have been drafted by all of the parties hereto
      and,
      in the event of any dispute hereunder or relating hereto or to the subject
      matter hereof, no party hereto shall claim that this Agreement or any provision
      hereof should be construed against any other party hereto because that other
      party drafted this Agreement or that provision. 

    


    16.15  Neither
      party will be deemed in default of this Agreement to the extent that performance
      of its obligations or attempts to cure any breach are delayed or prevented
      by
      reason of any act of God, fire, natural disaster, accident, act of government,
      shortages of material or supplies, act of terrorism, war, public unrest,
      epidemic or outbreak, or any other cause reasonably beyond the control of such
      party (in each case, a “Force
      Majeure Event”).
      Notwithstanding any other contrary provision in this Agreement, FMI shall have
      the right to terminate the Term hereof if a Force Majeure event precludes Red
      Mile’s performance of substantially all of its obligations hereunder for more
      than ninety (90) consecutive days. The parties acknowledge that a voluntary
      and
      mutually agreed-upon delay pursuant to Paragraph 5.5 hereof shall not be a
      basis
      for termination pursuant to this Paragraph 16.15.

    


    16.16  All
      references to “Paragraph” and “Paragraphs” herein shall include the sub-parts
      and sub-paragraphs thereof unless expressly a sub-part or sub-paragraph is
      specifically identified herein. 

     

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    
 

    
      	17.0  	
              INSURANCE.

            


    

    


    Red
      Mile
      hereby undertakes to obtain and to maintain or to cause to be obtained and
      maintained at its own expense during the Term and any subsequent period during
      which Licensed Products are distributed product-liability and
      errors-and-omissions and media-perils insurance issued by Houston Casualty
      Company, Great American Insurance Company, or another reputable insurance
      company or insurance companies, with policy limits of not less than Three
      Million Dollars ($3,000,000) per occurrence, Four Million Dollars ($4,000,000)
      in the aggregate for all claims, and with deductibles no greater than Ten
      Thousand Dollars ($10,000) per occurrence. Such insurance shall list FMI,
      Miller, GZP, and Union as additional insured parties against claims, suits,
      losses, damages, or liability as per insurance industry standard terms and
      conditions arising out of any use or possession of or alleged defect in any
      Licensed Products, or packaging or other related material and otherwise to
      which
      the indemnification provisions of Paragraph 12.1
      hereof
      apply. Red Mile shall also include FMI, GZP and Union as additional insureds
      on
      any other applicable liability policies Red Mile maintains. Red Mile timely
      shall furnish FMI with certificates of insurance evidencing the coverage
      described in this Paragraph 17.0.

    


    


    [Intentionally
      left blank. Signature page to follow.]

    



    


    NOW
      THEREFORE, the duly authorized representatives of the parties hereto have
      executed this Agreement as of the Effective Date.

     

    

      
        	
                RED
                  MILE ENTERTAINMENT  

              	
                FRANK
                  MILLER, INC.

              
	
                (“Red
                  Mile”)
                      

              	
                (“FMI”)

              
	 	 
	
                By:
                  /s/ Chester
                  P. Aldridge         

              	
                By:/s/ 
                  Frank Miller        

              
	 	 
	
                Name: Chester
                  P. Aldridge        

              	
                Frank
                  Miller

              
	 	 
	
                Title:  ___CEO________________________ 

              	
                Title:
                  ____President__________________

              
	 	 
	
                Date: ___May
                  16,____________________, 2007 

              	
                Date:
                  ___May 17_____________,
                  2007

              


      

    

     

    

 

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    


    



    SCHEDULE
      1

    


    SIN
      CITY
      COMIC BOOKS AND

    COLLECTIONS,
      GRAPHIC NOVELS, AND OTHER BOOKS

    


    In
      each
      instance, the following are exclusive of
      (a) any
      Dark Horse Comics, Wizard, or Dynamic Forces, or Legend trademarks (graphic
      or
      otherwise), (b) any pinups not illustrated by Frank Miller, and (c) any
      letter-page text:

    


    
      	1.  	
              Frank
                Miller’s Sin City Volume 1:
                The Hard Goodbye;
                aka Sin
                City;
                aka
                Frank Miller’s Sin City;
                aka
                Frank Miller’s Sin City:
                The Hard Goodbye;
                aka
                Sin City:
                The Hard Goodbye
                (previously serialized in
                Dark Horse Presents Fifth Anniversary Special
                and
                Dark Horse Presents)

            


    

    


    
      	2.  	
              Frank
                Miller’s Sin City Volume 2:
                A Dame to Kill For;
                aka Frank
                Miller’s Sin City:
                A Dame to Kill For;
                aka Sin
                City:
                A Dame to Kill For

            


    

    


    
      	3.  	
              Frank
                Miller’s Sin City Volume 3:
                The Big Fat Kill;
                aka Frank
                Miller’s Sin City:
                The Big Fat Kill;
                aka Sin
                City:
                The Big Fat Kill 

            


    

    


    
      	4.  	
              Frank
                Miller’s Sin City Volume 4:
                That Yellow Bastard;
                aka Frank
                Miller’s Sin City:
                That Yellow Bastard;
                aka Sin
                City:
                That Yellow Bastard

            


    

    


    
      	5.  	
              Frank
                Miller’s Sin City Volume 5:
                Family Values;
                aka Frank
                Miller’s Sin City:
                Family Values;
                aka Sin
                City:
                Family Values

            


    

    


    
      	6.  	
              Frank
                Miller’s Sin City Volume 6:
                Booze, Broads & Bullets;
                aka Frank
                Miller’s Sin City Volume 6:
                Booze, Broads, & Bullets;
                aka
                Frank Miller’s Sin City:
                Booze, Broads & Bullets;
                aka Frank
                Miller’s Sin City:
                Booze, Broads, & Bullets;
                aka Sin
                City:
                Booze, Broads, & Bullets;
                aka Sin
                City:
                Booze, Broads & Bullets
                (collecting
                Sin City: Lost, Lonely, & Lethal
                aka
                Sin City: Lost, Lonely & Lethal, Sin City: The Babe Wore Red and Other
                Stories,
                “Daddy’s Little Girl” [originally published in
                A Decade of Dark Horse
                #1], Sin
                City: Silent Night,
                and Sin
                City: Just Another Saturday Night)

            


    

    


    
      	7.  	
              Frank
                Miller’s Sin City Volume 7:
                Hell and Back;
                aka Frank
                Miller’s Sin City:
                Hell and Back;
                aka Sin
                City:
                Hell and Back (excluding
                any characters, elements, and/or likenesses in pages 198-209 and
                230 not
                owned or controlled by FMI and not regularly in the “Sin City universe”).
                

            


    

    


    8.  Frank
      Miller:
      The
      Art of Sin City

     

    
      	9.  	
              Frank
                Miller’s Sin City Library Volume I (collecting
                items 1-4 above)

            


    

     

     

    
      
        
        

      

      
        S1-1

        
          

        

      

      
        
        

      

    

    
 

    
      	10.  	
              Frank
                Miller’s Sin City Library Volume II (collecting
                items 5-8 above and new and previously unreprinted pin-ups).  

            


    

    


     

     

    
      
        
        

      

      
        S1-2

        
          

        

      

      
        
        

      

    

     

    
 

    SCHEDULE
      2

    


    COMPENSATION

    


    


    2.0 FMI
      Compensation.

    


    2.1  In
      consideration of, and as a condition precedent to the effectiveness of, FMI’s
      license of Rights to Red Mile under this Agreement with respect to the Initial
      Game SKUs, including, without limitation, the rights with respect to the Add-Ons
      and Supplemental Products relating thereto, Red Mile shall pay to [* * ] (US
      $[
      * * ] as a nonrefundable advance (the “Initial
      Advance”),
      fully
      recoupable from “Royalties” (as defined hereinafter) and due and payable to FMI
      as follows: 

    


    2.1.1  [*
      * ]
      (US $[ * * *]) upon execution of the MOU, timely receipt of which payment FMI
      hereby acknowledges;

    


    2.1.2  [*
      * ]
      (US $[ * * *]) within five (5) business days of the
      latest date upon which all of the following have occurred (the “Triggering
      Date”):
      (i)
      FMI’s delivery to Red Mile of one or more copies of this Agreement executed by
      FMI, (ii) the execution and delivery of the services agreements by each of
      GZP
      and Union regarding the Initial Game, and (iii) compliance by FMI of its
      obligations set forth in the first sentence of Paragraph 9.1.6 of the Agreement;
      

    


    2.1.3  [*
      * ]
      (US $[ * * *]) within sixty (60) days of the Triggering Date; and

    


    2.1.4  Subject
      to offset by the amount of any Advance payments made pursuant to
      Paragraph 2.5 of this Schedule 2, if
      any,
      [* * ] (US $[ * * *]) within five (5) business days after Red Mile’s receipt of
      FMI’s approval of the “Beta Milestone” (defined in Paragraph 5.3.7
      of the
      Agreement) candidate for the Initial Game for the first of either the [ * *
      *]
      or [ * * *] Initial Platforms. 

    


    2.2  If,
      as
      provided in Paragraph 1.19
      of the
      Agreement, FMI extends the Rights to include the First Sequel, then in
      consideration of such extension of the Rights, Red Mile shall pay FMI an
      additional [* * ] (US $[ * * *]) as a nonrefundable advance (the “First
      Sequel Advance”),
      fully
      recoupable from Royalties and due and payable as follows:

    


    2.2.1  [*
      * ]
      (US $[ * * *]) within five (5) business days after FMI’s approval of the
      proposed developer for the First Sequel and confirmation of the extension of
      the
      Rights as provided in Paragraphs 1.19
      and
1.25.1
      of the
      Agreement, and the earlier to occur of (i) the full execution and delivery
      by
      Red Mile and such approved developer of the First Sequel development agreement,
      or (ii) commencement of development of the First Sequel by or on behalf of
      Red
      Mile; 


    
      
        
        

      

      
        S2-1

        
          

        

      

      
        
        

      

    


    


    2.2.2  [*
      * ]
      (US $[ * * *]) within sixty (60) days of the initial payment of the First Sequel
      Advance set forth in Paragraph 2.2.1 of this Schedule 2; and

    


    2.2.3  Subject
      to offset by the amount of any Advance payments made pursuant to
      Paragraph 2.5 of this Schedule 2, if any, [*
      * ]
      (US $[ * * *]) within five (5) business days after Red Mile’s receipt of FMI’s
      written approval of the Beta Milestone candidate for the First Sequel for the
      first of either the [ * * *] or [ * * *] Initial Platforms (or any successor
      console platforms thereto).

    


    2.3  If,
      as
      provided in Paragraph 1.20
      of the
      Agreement, FMI extends the Rights to include the Second Sequel, then in
      consideration of such extension of the Rights, Red Mile shall pay FMI an
      additional [* * ] (US $[ * * *]) as a nonrefundable advance (the “Second
      Sequel Advance”),
      fully
      recoupable from Royalties and due and payable as follows:

    


    2.3.1  [*
      * ]
      (US $[ * * *]) within five (5) business days after FMI’s approval of the
      proposed developer for the Second Sequel and confirmation of the extension
      of
      the Rights as provided in Paragraphs 1.20
      and
1.25.1
      of the
      Agreement and the earlier to occur of (i) the full execution and delivery by
      Red
      Mile and such approved developer of the Second Sequel development agreement,
      or
      (ii) commencement of development of the Second Sequel by or on behalf of Red
      Mile; 

    


    2.3.2  [*
      *
]
      (US $[
      * * *])
      within sixty (60) days of the initial payment of the Second Sequel Advance
      set
      forth in Paragraph 2.3.1 of this Schedule 2; and 

    


    2.3.3  Subject
      to offset by the amount of any Advance payments made pursuant to
      Paragraph 2.5 of this Schedule 2, if any, [* * *] ($[* * *) within five (5)
      business days after Red Mile’s receipt of FMI’s approval of the Beta Milestone
      candidate for the Second Sequel for the first of either the [ * * *] or [ *
      * *]
      (or any successor console platform thereto).

    


    2.4  If,
      as
      provided in Paragraph 1.21
      of the
      Agreement, FMI extends the Rights to include the Third Sequel, then in
      consideration of such extension of the Rights, Red Mile shall pay FMI an
      additional [* * ] (US $[ * * *]) as a nonrefundable advance (the “Third
      Sequel Advance”),
      fully
      recoupable from Royalties and due and payable as follows:

    


    2.4.1  [*
      * ]
      (US $[ * *]) within five (5) business days after FMI’s approval of the proposed
      developer for the Third Sequel and confirmation of the extension of the Rights
      as provided in Paragraphs 1.21
      and
1.25.1,
      and the
      earlier to occur of (i) the full execution and delivery by Red Mile and such
      approved developer of the Third Sequel development agreement, or (ii)
      commencement of development of the Third Sequel by or on behalf of Red Mile;
      


    
      
        
        

      

      
        S2-2

        
          

        

      

      
        
        

      

    


    


    2.4.2  [*
      * ]
      (US $[ * * *]) within sixty (60) days of the initial payment of the Third Sequel
      Advance set forth in Paragraph 2.4.1 of this Schedule 2; and

    


    2.4.3  Subject
      to offset by the amount of any Advance payments made pursuant to
      Paragraph 2.5 of this Schedule 2, if
      any,
      [* * ] (US $[ * *]) within five (5) business days after Red Mile’s receipt of
      FMI’s approval of the Beta Milestone for the Third Sequel for the first of
      either the [ * * *] or [ * * *] (or the successor console platforms
      thereto).

    


    2.5  During
      the Term, Red Mile shall deliver to FMI the Beta Milestone candidate for FMI’s
      approval for the Initial Game and, if applicable, the First Sequel, Second
      Sequel and Third Sequel, respectively, within thirty-six (36) months after
      the
      date Red Mile pays FMI the initial installment of the applicable Advance in
      relation thereto, subject, as may be applicable, to any extensions of time
      pursuant to an “Excused Delay” (per Paragraph 6.3
      in the
      Agreement). Notwithstanding Paragraphs 2.1.4, 2.2.3, 2.3.3 and 2.4.3 of
      this Schedule
      2,
      above,
      but subject to the provisions of Paragraph 6.3
      of the
      Agreement, as to each of the Initial Platform Games, if during the Term, Red
      Mile fails to deliver to FMI a Beta Milestone candidate for FMI’s approval for
      at least one Initial Platform within:

    


    2.5.1  twenty-four
      (24) months after the date Red Mile pays to FMI the initial installment of
      the
      Advance for such Initial Platform Game (i.e., per Paragraphs 2.1.2, 2.2.1,
      2.3.1 and 2.4.1 of this Schedule
      2,
      as
      applicable), and if such failure is not due to any Third Party Delay, then
      Red
      Mile shall pay to FMI fifty percent (50%) of the remaining Advance payment
      for
      the relevant Initial Platform Game; and

    


    2.5.2  thirty-six
      (36) months after the date Red Mile pays to FMI the initial installment of
      the
      Advance for such Initial Platform Game (i.e., per Paragraphs 2.1.2, 2.2.1,
      2.3.1 and 2.4.1 of this Schedule
      2,
      as
      applicable), and if such failure is not due to any Third Party Delay, then
      Red
      Mile shall pay to FMI the remaining balance of the Advance due for the relevant
      Initial Platform Game.

    


    2.6  The
      Initial Advance, First Sequel Advance, Second Sequel Advance, and Third Sequel
      Advance may be referred to in this Agreement collectively as the “Advances”
      and may
      sometimes individually be referred to as an “Advance.”

    


    2.7  FMI’s
      receipt of the first [* * *] ($[* * *]) of the Initial Advance for the Initial
      Game as required in this Agreement, shall be a condition precedent to the
      effectiveness of any license of rights by FMI or other obligation of FMI
      (without limiting any of FMI’s other rights or remedies). 


    
      
        
        

      

      
        S2-3

        
          

        

      

      
        
        

      

    


    It
      shall
      also be a condition precedent to the effectiveness of this Agreement that Red
      Mile shall have entered into the agreements with GZP and Union as described
      in
      Paragraphs 3.0
      and
4.0
      (respectively) of the MOU.

    


    2.8  Red
      Mile
      shall pay to FMI royalties (“Royalties”)
      on the
      sale, rental, or other exploitation of the respective Licensed Products
      according to the following royalty rates: 

    


    2.8.1  [*
      * *]
      ([* * *]%) of Red Mile’s “Net Receipts” (as hereinafter defined) on total sales
      of copies of the Initial Game across the Initial Platforms and any New
      Platforms, if any, up to and including 999,999 copies; 

    


    2.8.2  [*
      * *]
      ([* * *]%) of Red Mile Net Receipts on total sales of copies of the Initial
      Game
      across the Initial Platforms and any New Platforms, if any, of one million
      copies or more; and

    


    2.8.3  [*
      * *]
      ([* * *]%) of Net Receipts on total sales of copies of the Port versions of
      the
      Initial Game for personal computers.

    


    2.9  For
      each
      of the Additional Games, if any, unless otherwise agreed to in writing, Red
      Mile
      shall pay FMI “AG
      Royalties”
      as
      follows: 

    


    2.9.1  [*
      * *]
      ([* * *]%) of Red Mile Net Receipts on sales of copies of the Additional Games
      up to and including 499,999 copies; and

    


    2.9.2  [*
      * *]
      ([* * *]%) of Red Mile Net Receipts on sales of copies of the Additional Games
      of 500,000 copies or more.

    


    2.10  For
      each
      of the Ports other than the personal computer Ports of the Initial Game, if
      any,
      unless otherwise agreed to in writing, Red Mile shall pay FMI “Port
      Royalties”
      as
      follows: 

    


    2.10.1  
      [* * *]
      ([* * *]%) of Red Mile Net Receipts on sales of copies of the Ports of the
      Initial Game up to and including 499,999 copies; and

    


    2.10.2  [*
      * *]
      ([* * *]%) of Red Mile Net Receipts on sales of copies of the Ports of the
      Initial Game of 500,000 copies or more.

    


    2.11  Red
      Mile
      shall pay FMI Royalties on sales of copies (including downloads) of the Add-Ons
      at the rate of [* * *] ([* * *]%) of Red Mile Net Receipts resulting from such
      sales. 


    
      
        
        

      

      
        S2-4

        
          

        

      

      
        
        

      

    


    


    2.12  Unless
      otherwise agreed to by the parties hereto, in addition to the respective
      Advances and Royalties set forth above, Red Mile shall also pay to FMI a sum
      equal to [* * *] ([* * *]%) of the Gross Receipts from sales or other
      exploitations of Supplemental Products (the “Supplemental
      Royalties”).

    


    2.13  Red
      Mile
      shall pay FMI Royalties on sale of each Sequel, if any, and Licensed Products
      relating to each, if any, at the same Royalty rates set forth above for the
      Initial Game for the respective categories (e.g., Initial Platforms, New
      Platforms, Ports, Additional Games and Add-Ons to the extent relating to such
      Sequels). For each Licensed Product or other exploitation of the Property (or
      any element thereof) permitted hereunder, Red Mile shall have the right, but
      not
      the obligation, to notify FMI of the Royalty rate that Red Mile believes is
      applicable to such exploitation of the Property, and FMI shall confirm or object
      to the proposed Royalty rate within ten (10) business days of FMI’s receipt of
      such submission. If FMI confirms or fails to object to such proposed Royalty
      rate within the ten-day period set forth in the immediately preceding sentence,
      then such Royalty rate shall be deemed to apply to the Licensed Product or
      to
      the exploitation of the Property specified in the RME notice; provided, no
      failure by FMI to confirm any such proposed Royalty rate within such ten-day
      period shall be deemed to reduce the Royalty rates specified in Paragraphs
      2.8
      through and including 2.12 of this Schedule 2, or otherwise to modify the
      Agreement. If Red Mile exploits the Property (or any element thereof) and:
      (i)
      no provision appears herein for the payment of Royalties to FMI in relation
      to
      such exploitation, and (ii) the parties have not agreed upon the applicable
      Royalty rate for such exploitation and (iii) the Royalty rate Red Mile proposed
      has not been deemed to apply as provided in this Paragraph, then Red Mile shall
      pay Royalties to FMI in accordance with this Agreement’s terms at the rate of [*
      * *] ([* * *]%) of Red Mile Net Receipts directly resulting from such
      exploitation unless the parties mutually agree otherwise. Royalties for the
      Initial Game and each Sequel shall be calculated on a per-Initial-Game or
      per-Sequel basis, respectively, and on a per-platform, nonaggregated
      basis.

    


    2.14  “Net
      Receipts”
      means
      any and all “Gross
      Receipts”
      (as
      hereinafter defined) less only “Allowable Deductions” (as hereinafter
      defined).

    


    2.15  “Gross
      Receipts”
      means
      one hundred percent (100%) of any and all amounts received (i.e., not merely
      accrued, unless explicitly stated otherwise in this Agreement) by or credited
      to
      Red Mile or any Red Mile “Affiliate” (as hereinafter defined) from a third-party
      for the sale, rental, or other exploitation hereunder of Licensed Products,
      including, without limitation, any judgments, awards, settlements, and/or
      similar amounts to the extent related solely and directly to the Licensed
      Product (the “Award”).
      An
“Affiliate”
      means a
      person or entity controlling, controlled by, or under common control of a party
      to this Agreement, directly or indirectly, including, without limitation, a
      parent or subsidiary of such party or any other entity of which any majority
      owner of such party owns, directly or indirectly, more than forty percent (40%)
      of the voting shares thereof. Gross Receipts shall be accounted for on an
      individual basis for each of the Licensed Products.


    
      
        
        

      

      
        S2-5

        
          

        

      

      
        
        

      

    


    


    2.16  “Allowable
      Deductions”
      means
      only the following (and then only to the extent actually and directly related
      to
      a Licensed Product, and paid or credited to third parties, and net of any
      rebates, refunds, credits, allowances, and discounts, but only to the extent
      such rebate, refund, credit, allowance, or discount actually and directly
      related to the applicable deduction): (a) returns (capped at [* * *] ([* *
      *]%)
      unless otherwise approved by FMI, such approval not to be unreasonably withheld)
      and markdowns per industry custom/practice; (b) taxes and customs (c) reasonable
      trade discounts, rebates, allowances, and price protections (capped at [* *
      *]
      ([* * *]%) of Gross Receipts); (d) cost of goods, manufacturing costs (excluding
      developer costs), and freight, (e) funds expended by Red Mile for the marketing,
      advertising, or promotion of the Licensed Products; (f) reasonable, actual,
      out-of-pocket localization costs for any Licensed Products produced in foreign
      languages; (g) with respect to any Supplemental Licensed Products, actual,
      reasonable costs of drafting, printing, and development, as applicable; and
      (h)
      with respect to any Award, to the extent approved in advance by FMI or otherwise
      authorized pursuant to Paragraph 10.6
      of the
      Agreement, all costs (including reasonable, actual, verified out-of-pocket
      outside attorneys’ and accountants’ fees) incurred in obtaining or attempting,
      in good faith, to obtain any Award. Red Mile shall not deduct from Gross
      Receipts any other costs or expenses, no matter how denominated.

    


    2.17  If,
      for
      any accounting period, Red Mile distributes Games and/or Add-Ons, respectively,
      free of charge in excess of [* * *] ([* * *]%) of total Games and/or Add-Ons,
      respectively, sold (not including copies provided to or at the direction of
      FMI
      or its Affiliates, Union, GZP, or their respective designees for no charge,
      to
      bona fide reviewers, and for promotional and sample purposes in reasonable
      numbers (collectively“Permitted
      Units”)),
      then
      Gross Receipts for that accounting period shall equal (a) the amount that would
      have been Gross Receipts but for the operation of this Paragraph 2.17
      (i.e., Gross Receipts from Games and/or Add-Ons actually sold or “Unadjusted
      Gross Receipts”)
      plus
      (b) Unadjusted Gross Receipts multiplied by a fraction, the numerator of which
      shall equal the number of Games and/or Add-Ons, respectively, distributed free
      of charge in excess of [* * *] ([* * *]%) of total Games and/or Add-Ons,
      respectively, permitted to be distributed hereunder (not including Permitted
      Units), and the denominator of which shall equal the total Games and/or Add-Ons,
      respectively, sold or distributed hereunder free of charge. Notwithstanding
      the
      preceding terms of this Paragraph 2.17, Red Mile may distribute an
      unlimited number of demo or trial copies of the Games limited to either one
      (1)
      level or up to fifteen (15) minutes of game play, as Red Mile may, from time
      to
      time, elect.

    


    2.18  Red
      Mile
      shall be entitled to establish, on a rolling basis, a reasonable reserve against
      Royalties for returns and markdowns not to exceed [* * *] ([* * *]%) of Net
      Receipts for any particular accounting period hereunder. Such reserve shall
      be
      liquidated reasonably, but not later than by the end of the fourth quarter
      following the quarter in which such reserve is initially established.



    
      
        
        

      

      
        S2-6

        
          

        

      

      
        
        

      

    


    If
      Red
      Mile has paid and verifies to FMI that Red Mile has paid Royalties to FMI that
      exceed the reserve for returns and markdowns set forth in this Agreement, then
      Red Mile may (i) recoup the amount of such overpayment (excluding interest,
      penalties and any other costs) from any future Royalties or other payments
      otherwise due to FMI under this Agreement, and (ii) increase the reserve for
      the
      subsequent quarter to the level of reserve in the aggregate that Red Mile would
      have been entitled to hold in the preceding period had Red Mile made the correct
      reserve withholding for the preceding period (subject to the foregoing
      liquidation provisions). 

    


    2.19  For
      Combination Sales (other than OEM or other accessory bundling, which shall
      be
      subject to the provisions of Paragraph 1.26
      of the
      Agreement), Red Mile shall calculate the Royalty due FMI by pro-rating the
      Net
      Receipts for the Combination Sale package according to the suggested retail
      price determined in good faith and reasonably by Red Mile of each interactive
      game included in the package. Combination Sales shall be subject to FMI’s prior
      approval pursuant to Paragraph 1.26
      of the
      Agreement.

    


    2.20  Any
      and
      all due and unpaid Advances (or portions thereof) and Royalties are and shall
      at
      all times be FMI’s separate property held in trust by Red Mile free and clear of
      any claims or encumbrances by any person or entity until paid to
      FMI.

    


    2.21  Time
      is
      of the essence with respect to all payments to be made to FMI
      hereunder.

    


    


    
      
        
        

      

      
        S2-7

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3

    


    FMI
      CONTACT INFORMATION 

    


    


    1. FMI
      Address for Notices (the
      “FMI
      Address”):

    


    Frank
      Miller

    Frank
      Miller, Inc.

    335
      West
      38th
      St.,
      #9A

    New
      York,
      NY 10018-2929

    


    


    2. Payment
      and Accounting Provisions. All
      payments to FMI shall be paid in United States dollars and wired or mailed
      (at
      Red Mile’s election) without set off or deduction of any fees or taxes (other
      than as expressly set forth in the Agreement) to FMI as follows (and all Royalty
      Statements and other accountings shall be sent to):

    


    Frank
      Miller, Inc.

    Harris
      M.
      Miller II, P.C. Attorney-Client Trust Account

    8424A
      Santa Monica Blvd., #127

    West
      Hollywood, CA 90069-4267

     

    
      
        	
                    Bank: 

              	
                Bank
                  of America

              
	 	
                C.A.S.
                  Attorney Trust Accounting 1664 

              
	 	
                555
                  Capitol Mall, Ste. 1555

              
	 	
                Sacramento,
                  CA 95814

              
	
                    Routing
                  #:

              	
                121-000-358

              
	
                    Account
                  #:

              	
                16644-01481

              


      

    

    


    
      
        
        

      

      
        S3-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    INDEX
      OF DEFINED TERMS

    


    

      
        	
                Additional
                  Game(s)

              	
                Paragraph
                  1.8

              
	
                Additional
                  Platforms

              	
                Paragraph
                  1.7

              
	
                Add-Ons

              	
                Paragraph
                  1.6

              
	
                Advance

              	
                Paragraph
                  2.5

              
	
                Advances

              	
                Paragraph
                  2.5

              
	
                Advertising
                  Materials 

              	
                Paragraph
                  5.3.8

              
	
                Affiliate

              	
                Paragraph
                  2.15

              
	
                AG
                  Royalties

              	
                Paragraph
                  2.9

              
	
                Agreement

              	
                Preamble

              
	
                Allowable
                  Deductions

              	
                Paragraph
                  2.16

              
	
                Alpha
                  Milestone

              	
                Paragraph
                  5.3.6

              
	
                Beta
                  Milestone

              	
                Paragraph
                  5.3.7

              
	
                Claims

              	
                Paragraph
                  12.1

              
	
                Combination
                  Sale

              	
                Paragraph
                  1.26

              
	
                Commercial
                  Release

              	
                Paragraph
                  1.23.2

              
	
                Complimentary
                  Units

              	
                Paragraph
                  8.8.2

              
	
                Confidential
                  Information

              	
                Paragraph
                  14.1

              
	
                Created
                  Materials

              	
                Paragraph
                  1.2.7

              
	
                Credit
                  Requirements

              	
                Paragraph
                  10.10

              
	
                Delay
                  Extension Period

              	
                Paragraph
                  6.2

              
	
                Delay
                  Notice

              	
                Paragraph
                  5.6

              
	
                Dispute

              	
                Paragraph
                  8.14

              
	
                Effective
                  Date

              	
                Preamble

              
	
                Excluded
                  Property

              	
                Paragraph
                  1.3.1

              
	
                Excluded
                  Rights

              	
                Paragraph
                  8.1.3

              
	
                Exit
                  Date

              	
                Paragraph
                  8.2

              
	
                External
                  Event

              	
                Paragraph
                  5.5

              
	
                Extended
                  Delay

              	
                Paragraph
                  7.3

              
	
                Extended
                  Term

              	
                Paragraph
                  8.1.2

              
	
                Extension
                  Document

              	
                Paragraph
                  1.25.1

              
	
                Films

              	
                Paragraph
                  1.4

              
	
                First
                  Sequel

              	
                Paragraph
                  1.10

              
	
                First
                  Sequel Advance

              	
                Paragraph
                  2.2

              
	
                First
                  Sequel Games

              	
                Paragraph
                  1.10

              
	
                FMI

                FMI
                  Address

              	
                Preamble

                Schedule
                  3

              
	
                FMI
                  Indemnified Parties

              	
                Paragraph
                  12.1

              
	
                Force
                  Majeure Event

              	
                Paragraph
                  16.15

              
	
                Games

              	
                Paragraph
                  1.1

              
	
                Good
                  Standing

              	
                Paragraph
                  1.21.2

              
	
                Gross
                  Receipts

              	
                Paragraph
                  2.15

              


      

    

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    

      
        	
                GZP

              	
                Recital
                  B

              
	
                Indemnified
                  Party

              	
                Paragraph
                  12.3

              
	
                Indemnifying
                  Party

              	
                Paragraph
                  12.3

              
	
                Initial
                  Advance

              	
                Paragraph
                  2.1

              
	
                Initial
                  Film

              	
                Paragraph
                  1.3.1.4

              
	
                Initial
                  Game

              	
                Paragraph
                  1.5

              
	
                Initial
                  Game SKUs

              	
                Paragraph
                  1.5

              
	
                Initial
                  Platform Games

              	
                Paragraph
                  1.6

              
	
                Initial
                  Platforms

              	
                Paragraph
                  1.5

              
	
                Initial
                  Term

              	
                Paragraph
                  8.1.1

              
	
                Award

              	
                Paragraph
                  2.15

              
	
                Licensed
                  Products

              	
                Paragraph
                  1.1

              
	
                Matching
                  Period

              	
                Paragraph
                  8.1.3

              
	
                Miller

              	
                Recital
                  B

              
	
                Miramax

              	
                Paragraph
                  1.4

              
	
                [*
                  * *]

              	
                Paragraph
                  1.23

              
	
                [
                  *
                  * *] Rights

              	
                Paragraph
                  1.23

              
	
                MOU

              	
                Recital
                  B

              
	
                Net
                  Receipts

              	
                Paragraph
                  2.14

              
	
                New
                  License Matching Project

              	
                Paragraph
                  8.1.3

              
	
                New
                  License Negotiation Period

              	
                Paragraph
                  8.1.3

              
	
                New
                  Platform Game

              	
                Paragraph
                  1.14

              
	
                New
                  Platforms

              	
                Paragraph
                  1.14

              
	
                NPC

              	
                Paragraph
                  5.3.6

              
	
                OEM
                  Sales

              	
                Paragraph
                  1.25

              
	
                Permitted
                  Units

              	
                Paragraph
                  2.17

              
	
                Port
                  Royalties

              	
                Paragraph
                  2.10

              
	
                Ports

              	
                Paragraph
                  1.9

              
	
                Property

              	
                Paragraph
                  1.2

              
	
                [
                  *
                  * *]

              	
                Paragraph
                  1.5

              
	
                PSP

              	
                Paragraph
                  1.7

              
	
                Red
                  Mile

              	
                Preamble

              
	
                Red
                  Mile Indemnified Parties

              	
                Paragraph
                  12.2

              
	
                Red
                  Mile Intellectual Property

              	
                Paragraph
                  10.2

              
	
                Red
                  Mile Statement

              	
                Paragraph
                  8.11.2

              
	
                Rights

              	
                Paragraph
                  1.1

              
	
                Royalties

              	
                Paragraph
                  2.8

              
	
                Royalty
                  Statement

              	
                Paragraph
                  3.1

              
	
                Second
                  Sequel

              	
                Paragraph
                  1.11

              
	
                Second
                  Sequel Advance

              	
                Paragraph
                  2.3

              
	
                Second
                  Sequel Games

              	
                Paragraph
                  1.11

              
	
                Sell
                  Off Period

              	
                Paragraph
                  8.3

              
	
                Sequels

              	
                Paragraph
                  1.13

              
	
                SIN
                  CITY Books

              	
                Paragraph
                  1.2.1

              
	
                Successor
                  Platforms

              	
                Paragraph
                  1.5

              
	
                Supplemental
                  Products

              	
                Paragraph
                  1.15

              


      

    

     

    
 

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Supplemental
                  Royalties

              	
                Paragraph
                  2.12

              
	
                Technical
                  Issues

              	
                Paragraph
                  5.2

              
	
                Term

              	
                Paragraph
                  8.1

              
	
                Third
                  Party Consents

              	
                Paragraph
                  13.1

              
	
                Third
                  Party Content

              	
                Paragraph
                  13.1

              
	 	 
	
                Third
                  Sequel

              	
                Paragraph
                  1.12

              
	
                Third
                  Sequel Advance

              	
                Paragraph
                  2.4

              
	
                Third
                  Sequel Games

              	
                Paragraph
                  1.12

              
	
                Trial
                  Copies

              	
                Paragraph
                  2.17

              
	
                Triggering
                  Date

              	
                Paragraph
                  2.1.2

              
	
                Unadjusted
                  Gross Receipts

              	
                Paragraph
                  2.17

              
	
                Unexercised
                  Rights

              	
                Paragraph
                  1.22.2

              
	
                Union

              	
                Recital
                  B

              
	
                Virtual
                  Game

              	
                Paragraph
                  1.24.3

              
	
                [
                  *
                  * *]

              	
                Paragraph
                  1.5

              
	
                [
                  *
                  * *]

              	
                Paragraph
                  1.5

              


      

    

     

     

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      B

    


    FORM
      OF EXTENSION DOCUMENT

    


    “EXTENSION
      DOCUMENT” re _____________SEQUEL

    


    WHEREAS,
      Frank Miller, Inc. (“FMI”) and Red Mile Entertainment, Inc. (“Red Mile”) have
      entered into a License Agreement (the “Agreement”) dated as of _____________,
      2007, regarding the Rights in and to the Property (all terms used herein and
      defined in the Agreement shall have the same meaning herein as in the
      Agreement); and

    


    WHEREAS,
      the Agreement permits Red Mile to seek from FMI an extension of the Rights
      to
      the “____________ Sequel” and to Licensed Products relating directly thereto;
      and 

    


    WHEREAS,
      Paragraph 1.25.1 of the Agreement requires any such extension of the Rights
      to
      be set forth in an Extension Document; and

    


    WHEREAS,
      Red Mile wishes to extend the license of the Rights to the ____________ Sequel
      and License Products relating thereto; 

     

    NOW
      THEREFORE, FMI and Red Mile agree as follows:

    


    
      	1.  	
              Subject
                to the terms and conditions of the Agreement, including but not limited
                to
                Paragraph 1.22.2 thereof, FMI, by signature of its authorized officer
                below, hereby extends the license of the Rights to Red Mile as to
                the
                _______ Sequel and to Licensed Products relating thereto.
                

            


    

    


    
      	2.  	
              In
                addition to the conditions precedent to the effectiveness of the
                extension
                of the Rights as provided herein, Red Mile hereby affirms its obligation
                to pay FMI the initial installment of the __________ Sequel Advance
                within
                ten (10) business days of the date hereof.


            


    

    


    
      	3.  	
              FMI’s
                execution of this Extension Document shall not be deemed to waive
                any
                right or remedy FMI may have or to estop FMI from asserting same,
                or to
                ratify any action of Red Mile, except and only to the extent expressly
                provided in Paragraph 1.23.3 of the Agreement in relation to any
                extension
                of the Rights. 

            


    

    


    
      	4.  	
              As
                amended herein, Red Mile and FMI each hereby ratifies the Agreement
                in
                full. 

            


    

    


    


    NOW
      THEREFORE, the duly authorized representatives of the parties hereto have
      executed this Agreement as of the Effective Date.

     

    
      

        
          	
                  RED
                    MILE ENTERTAINMENT  

                	
                  FRANK
                    MILLER, INC.

                
	
                  (“Red
                    Mile”)
                        

                	
                  (“FMI”)

                
	 	 
	
                  By:
                    /s/ Chester
                    P. Aldridge         

                	
                  By:/s/ 
                    Frank Miller        

                
	 	 
	
                  Name: Chester
                    P. Aldridge        

                	
                  Frank
                    Miller

                
	 	 
	
                  Title:  ___CEO________________________ 

                	
                  Title:
                    ____President__________________

                
	 	 
	
                  Date: ___May
                    16,____________________, 2007 

                	
                  Date:
                    ___May 17_____________,
                    2007

                


        

      

       

      
 

    

    
      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      C

    


    SHORT-FORM
      LICENSE: SIN CITY

    


    


    Pursuant
      to the Sin City License Agreement dated as of May 17, 2007 (the “License”)
      between
      Frank Miller, Inc. (“Licensor”)
      and Red
      Mile Entertainment, Inc. (“Licensee”)
      concerning, among other things, the comic-book and/or graphic-novel work titled
      [Frank
      Miller’s Sin City Volume 2: A Dame to Kill For; aka Frank Miller’s Sin City: A
      Dame to Kill For;
      aka Sin
      City: A Dame to Kill For]
      (the
“Work”),
      for
      which [Licensor
      has filed an application to register same with the US Copyright Office on
      _________, 2007/which is Copyright Registration No.
      ________]
      Licensor
      has exclusively licensed to Licensee during the Term (as defined in the License)
      for the Territory (as defined in the License) the Rights (as defined in the
      License), in accordance with the terms of the License. The “Rights”, among other
      things, include the right to distribute, to publish, and otherwise to exploit
      the Property in the development, manufacture, distribution, publishing,
      promotion, advertisement, sale, and exploitation of
      electronic interactive video games and related products, all as further set
      out
      in the License. 

    


    This
      Short-Form Assignment is subject to all of the terms, conditions, and provisions
      contained in the License. In the event of any inconsistency between the terms
      of
      this Assignment and the terms of the License, the terms of the License shall
      govern.

    


    Frank
      Miller, Inc. (“Licensor”)

    


    


    


    By: _________________________________

    


    Name:________________________

    


    Title:_________________________

    


    


    C-1