Exhibit 10.16


 


PROGRAM PRODUCTION AND TELEVISING AGREEMENT


 


This Program Production
and Televising Agreement (this “Agreement”), dated as of July 25, 2008
(the “Effective Date”) is between WPTE ENTERPRISES, INC. (“WPTE”) with offices
at 5700 Wilshire Boulevard, Suite 350, Los Angeles, California 90036 and NATIONAL
SPORTS PROGRAMMING (“FSN”), owner and operator of the Fox Sports Net
programming service with offices at 10201
West Pico Blvd., Building 103, Los
Angeles, California 90035.  For
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and the mutual promises contained herein, WPTE and FSN (each a “Party”
and collectively the “Parties”) agree to be bound by the following terms and
conditions:


 


BACKGROUND


 


A.            WPTE
is the owner of the website currently located at URL ClubWPT.com including all
versions of such website (together with all software included therein, the “Website”).  WPTE has also entered into agreements with
various third parties by which such third parties have the right to create
various “skin sites” that operate on the Website’s network software (“Skins”).  For avoidance of doubt, any skin site in
which WPTE has an ownership interest shall be considered to be part of the “Website”.


 


B.            WPTE’s
development of the Website business includes, as essential elements thereof,
distribution of television programs containing Website promotion and branding
and promotion of the Website on popular websites.


 


C.            FSN
produces, distributes, promotes and telecasts television programs including,
but not limited to, sports related television programs.


 


D.            WPTE,
directly or through the services of a third party, is organizing, staging and
promoting the Events (as defined below).


 


E.             WPTE desires FSN’s
assistance to film, co-produce and make television programs of the Events (the “Programs”
as defined in Section 2 below), and telecast the Programs via FSN in the
Domestic Territory (as defined below).


 


F.             WPTE desires that FSN
promote the Website and the Programs on FoxSports.com.


 


1.             EVENTS.


 


a.             During the Test
Period (as defined in Section 3), WPTE will organize, stage and promote
poker tournaments (the “Events”) sufficient to provide enough programming
consistent with FSN’s usual programming standards for at least thirteen (13)
1-hour television programs available for initial distribution over thirteen
(13) consecutive weeks.  During each Year
of the Regular Term (as such terms are defined in Section 3), WPTE will
organize, stage and promote Events sufficient to provide enough programming
consistent with FSN’s usual programming standards for at least forty (40) hours
of television programming; provided, however, if WPTE does not conduct such
Events then Section 2(f) shall apply. 
WPTE and FSN shall mutually agree upon the format of the Events which is
currently anticipated to be Texas Hold’em poker and may be changed from time to
time.  The Events will feature
participants from the United States and around the world who have qualified on
the Website or through other selection methods designed to increase viewer
interest and allow viewer participation in the Events (each participant in an
Event, a “Participant”).  For purposes of
the Agreement, “Events” includes all events and activities related to the
applicable Event occurring at, or contiguous to, the Event site (a “Site”).  WPTE must secure any and all necessary and
required approvals and sanctions for the Events and the Sites.  FSN shall not be liable for any costs or
expenses in connection with the Events or the Sites.


 


b.             WPTE may subcontract
with third parties to organize, stage and promote the Events, provided,
however, WPTE shall remain directly responsible for its obligations to FSN set
forth herein.  WPTE will stage the Events
at such times as to provide FSN with sufficient time, as determined by FSN in
good faith, to produce and distribute 


 


1

















 


the Programs
thereof as required pursuant to Section 7(a) of this Agreement.


 


c.             The Sites for the
Events will be chosen by WPTE after good faith consultation with FSN with
consideration given to the Sites’ effect on production costs.  Upon WPTE’s request, FSN shall evaluate the
production issues related to prospective Sites and advise WPTE of potential
additional costs related to the Sites.


 


2.             ENGAGEMENT AND
PRODUCTION BUDGET.


 


a.             WPTE
hereby engages FSN to produce, and FSN hereby accepts such engagement to
produce in accordance with the terms of this Agreement:


 


i.      During
the Test Period, thirteen (13) 1-hour television programs featuring Events (the
“Test Programs”); and


 


ii.     During
each Year of the Regular Term, forty (40) hours of television programming
featuring Events (together with the Test Programs, “Programs”).


 


FSN and WPTE may mutually agree to produce additional
Programs beyond the number of hours set forth above.


 


b.             WPTE
shall be responsible for all costs of the filming, making and production of the
Programs; and except as set forth herein with respect to certain overages, no
other production expenses shall be borne by FSN without FSN’s prior written
consent.  FSN and WPTE shall jointly
develop a mutually-approved budget for production of the Programs.  Such budget shall be sufficient to produce
programming consistent in quality with FSN’s programming of a similar
nature.  WPTE shall pay FSN all costs of
production of the Programs as set forth in the budget prior to FSN committing
to or incurring such costs (such paid and not refunded production costs
together with overages paid by WPTE, if any, the “Production Costs”).  FSN agrees that the budget shall not include
any executive producer or similar fee payable to FSN or any of its employees or
related parties. For purpose of clarification, under no circumstances may there
be a profit margin for FSN in connection with the production of the Programs
but WPTE acknowledges that third-party contractors will require compensation
beyond direct costs and such third-party costs will be included in the
budget.  FSN shall not be obligated to
begin production of a group of Programs prior to receipt of the Production
Costs accrued for such group of Programs from WPTE.


 


c              In
cases of underages or overages, WPTE shall be refunded all underages and shall
pay all overages that WPTE pre-approves in writing or any overages which are
caused by a Force Majeure Event (as defined in Section 18), provided FSN
uses reasonable efforts to mitigate the costs associated with such Force
Majeure Event.  FSN is responsible for
the costs of all other overages.


 


d.             FSN
shall establish the mechanics for, and shall ensure that FSN accurately
maintains throughout production of the Programs, at least the following
records, in the English language, and fairly reflecting, in reasonable detail,
all transactions and dispositions of funds expended, committed or received in
connection with the production of the Programs: 
(1) a general ledger, together with all supporting documents
(including without limitation receipts, invoices and contracts); (2) a
running inventory of all property of whatever nature acquired or disposed of in
the course of production; (3) a running inventory list of all outstanding
commitments, together with all supporting documents (including without
limitation invoices and contracts); (4) detailed records with respect to
all applicable local, state and Federal withholding tax requirements (with
which FSN hereby agrees to comply), including without limitation copies of all
time cards; and (5) all other customary bookkeeping records maintained by
FSN during the production of a television program intended for distribution by
FSN.


 


e.             WPTE
shall have the right to audit the production expenses at any time prior to one (1) year
after the end of production of the applicable group of Programs, at WPTE’s sole
cost and expense, including, without limitation, the right to assign an auditor(s) to
be physically present at the production offices and on location on a full or
part-time basis throughout production and post-production with respect to all
aspects of production of the Programs, provided that such auditor(s) do
not materially interfere with FSN’s day-to-day operations and/or production of
the Programs, and FSN shall therefore maintain all information, agreements,
documents, books and records relating thereto for and on behalf of WPTE and
shall deliver all such items to WPTE upon WPTE’s reasonable request.


 


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f.              Notwithstanding
the foregoing, if during any Year of the Regular Term WPTE determines that it
will either (i) not stage any Events or a number of Events insufficient to
provide enough content for forty (40) hours of original programming, or (ii) not
pay the Production Costs for the production of forty (40) hours of original
programming, then (A) WPTE shall provide FSN with written notice of such
determination at least ninety (90) days prior to the date the affected Programs
would have been scheduled for initial air, (B) FSN shall be relieved of
its obligations to produce or distribute the affected Programs (i.e., the
Programs that were not produced because the underlying Events were not staged
or the applicable Production Costs were not paid), (C) WPTE shall not be
deemed to be in breach of this Agreement and (D) the other terms of this
agreement, including payment of the Fee and the online promotion obligations
set forth in Section 8(c), shall continue without disruption.


 


3.             TERM.


 


a.             Test Period.  The “Test Period” shall be the period from
the Effective Date until the earlier of (i) the date sixty (60) days after
FSN’s initial airing of the 13th Test Program during the Test Period and (ii) the
date specified by FSN in the Option Notice (as defined below).


 


b.             Option and Regular
Term.  FSN shall have the option (the “Option”),
exercisable in writing (the “Option Notice”) during the sixty (60) day period
beginning immediately after the initial airing of the 13th Test Program during the Test Period (the “Option
Exercise Period”), to (i) extend this Agreement through the Regular Term
or (ii) end the Test Period and terminate the Agreement as of a date
during the Option Exercise Period specified by FSN.  If FSN does not deliver an Option Notice to
WPTE then the Agreement shall terminate at the conclusion of the Test Period,
provided that FSN shall not be relieved of its obligation to air the Test
Programs pursuant to Section 7.  If
FSN exercises the Option, the “Regular Term” shall begin on the date specified
by FSN in the Option Notice, but in no event later than sixty (60) days after
initial airing of the 13th Test Program, and continue indefinitely until
terminated pursuant to the terms of this Agreement.  As used in this Agreement, “Years” shall be
consecutive twelve (12) month periods during the Regular Term with the first
Year commencing at the beginning of the Regular Term.


 


c.             The “Term” shall mean
the Test Period, and, if the Option is exercised, the Regular Term until
terminated pursuant Sections 11, 12 or 19.


 


4.             PRODUCTION &
EVENT ACCESS.


 


a.             Subject to the terms
of this Agreement, FSN shall have the exclusive right, and the obligation, to
produce the Programs.


 


b.             Subject to the terms
of this Agreement, FSN and WPTE shall exercise joint creative control over the
production and format of the Programs. 
Each Program will contain the sponsorship elements set forth in Section 8(a).  Notwithstanding anything in the Agreement to
the contrary, each Program will be subject to FSN’s standards and practices
review and requirements.


 


c.             FSN and WPTE shall
mutually agree upon all signage at the Events appearing within the televised
area of the Site.  Any and all signage
(including Site-allotted signage), banners, mentions, or other promotion
appearing within the televised area of the Events (e.g., on Participant bodies,
hats, clothing, on the Event cards, the Event tables, in the Site background)
must comply with all FSN standards and practices policies, including, without
limitation, FSN’s prohibition of direct or indirect gambling website
promotions.  The Parties acknowledge
Website signage shall appear at the Event.


 


d.             WPTE shall be solely
responsible to: (i) promptly pay any and all costs and fees in connection
with the Events or the Sites (including, without limitation, costs and fees in
connection with any personnel that WPTE or the Site provides in connection with
an Event, worker’s compensation insurance, any other governmentally mandated
insurance, and the Site fee, if any); (ii) provide Site security,
including without limitation, enforcing FSN’s prohibition of electronic
equipment (e.g., cell phones, pagers, palm pilots, ear pieces, etc.) during
Program production periods; (iii) provide all the Participants in the
Events; and (iv) pay any required compensation to the Participants and any
officials involved in the Events, including, without limitation and as
appropriate, all air travel for the Participants and the prize pool.  All of WPTE’s actual third party
out-of-pocket costs related directly to the 


 


3

















 


Event are defined
as “Event Cost” and together with Production Cost are defined as “Production
and Event Cost”.  Product and Event Cost
shall be reduced by any Site fees received by WPTE, product placement revenue,
sponsorships or similar amounts received by WPTE in connection with the Event
or the production of the Programs (“Production and Event Revenue”).  WPTE shall maintain accurate records of the
Production and Event Cost with respect to the Test Programs and their
underlying Events.  As a material
provision of the Agreement, WPTE shall ensure that all Site and Event arrangements
accord with FSN’s rights under the Agreement. Upon request, WPTE will provide
to FSN copies of the documents that confirm all Site and Event arrangements.


 


e.             WPTE shall ensure
that FSN receives access, without charge and without limitation, to all
elements of the Events, including without limitation, suitable space and
locations, as FSN may determine at the time of its advance technical survey of
the Site, for its announcers and other personnel and related equipment to be
used by FSN in connection with its production of the Programs.  WPTE shall provide as many proper working
credentials and parking spaces as close to the Site as possible as FSN
reasonably requests.  FSN shall be
entitled to preferential locations (and the first and preferential right to
choose such locations) for its cameras and other equipment as reasonably needed
by FSN to produce each Program.  FSN
shall have the right to install, maintain and remove from the applicable Site
and the surrounding premises such wires, cables and equipment as may be
necessary for its coverage of the applicable Event.  FSN shall have the right to bring on to, or
adjacent to, the applicable Site mobile units for the transportation of
equipment and personnel.


 


f.              WPTE understands and
agrees that FSN may subcontract out any and all of the production services to
be provided by FSN to WPTE under this Agreement; provided, however, that FSN
shall remain liable for its obligations to WPTE, and further provided that FSN
shall secure documentation from any subcontractors, as necessary.


 


5.             RIGHTS &
CLEARANCES.


 


a.             WPTE represents,
warrants and covenants to FSN that it has obtained, or will obtain in a timely
manner (together with FSN’s reasonable and timely assistance and cooperation
where necessary and requested), any and all necessary worldwide rights,
licenses, clearances and permissions in perpetuity for anything (i) related
to the conduct of the Events to enable FSN to exercise its rights hereunder,
including, without limitation, any and all required rights, clearances and
permissions necessary to use all names, likenesses, trademarks, service marks
or other intellectual property connected with the Sites, the Events, the
Participants and all entities related thereto (including the inclusion thereof
in the Programs) or (ii) requested by WPTE for inclusion in the Programs.


 


b.             Subject to Section 5(a),
FSN represents, warrants and covenants to FSN that it has obtained, or will
obtain in a timely manner, any and all necessary worldwide rights, licenses,
clearances and permissions in perpetuity for all elements related to the
production and broadcast of the Programs.


 


c.             Except as otherwise
specifically provided in this Agreement or mutually agreed by the Parties, FSN
shall not be obligated to make any payment of any nature whatsoever to WPTE or
anyone else related to the Events.


 


d.             With the prior
consent of the other Party, which shall not be unreasonably withheld, the
Parties may release, from time to time, press statements and marketing
materials that mention both Parties. The Parties agree to cooperate in creation
of such press statements and marketing material.


 


6.             OWNERSHIP AND
LICENSE.


 


a.             WPTE
shall be the sole and exclusive worldwide owner of all rights in the Programs
and all elements thereof and all translations and localizations thereof except for
FSN’s proprietary marks used in the Programs, if any, and FSN’s proprietary
rights used in the production of the Programs; provided, however, FSN hereby
grants WPTE a non-exclusive license to include such FSN proprietary rights as
part of the Programs; provided, further, FSN acknowledges and agrees that WPTE
has the non-exclusive right to use the Program format independently of the
production of the Programs. FSN shall do all things and execute all documents,
including procuring the doing of such things and the execution of such
documents to ensure that the legal and beneficial title in the Programs and all
elements thereof vest solely and exclusively in WPTE.  Notwithstanding the above, WPTE may not use,
televise or otherwise exploit any version of the Programs that contain FSN
logos or FSN references unless WPTE 


 


4

















 


receives FSN’s prior written consent or removes such
FSN logos or FSN references from the Programs; provided, however, FSN shall
provide WPTE with a version of the Programs that does not contain FSN logos or
FSN references upon written request.


 


b.             For
the avoidance of doubt, each Party shall retain the sole and absolute ownership
of its own intellectual property and proprietary rights and except as expressly
provided herein, no other right of use or license is granted or implied.


 


7.             DISTRIBUTION AND
EXHIBITION.


 


a.             Except
as set forth in Section 7(c) below, FSN has the exclusive rights to
use, televise and otherwise exploit the Programs in the United States and its
territories, possessions, commonwealths and military installations (the “Domestic
Territory”) during the Term.  FSN shall
use commercially reasonable efforts to initially telecast each Program produced
pursuant to Section 2(a) (i.e., thirteen (13) Test Programs in the
Test Period and forty (40) hours of Programs each Year of the Regular Term) in
a minimum of fifty million (50,000,000) homes on regional sports networks
carrying FSN programming (“Regionals”). FSN shall use commercially reasonable
efforts to clear the initial telecast of each Program on the Regionals on
Saturday nights between 11:00 p.m. and 1:00 a.m. (local time) with a
tentative premiere date for the first Program in the Test Period during August or
September, 2008.  FSN will re-telecast
each Program at least two (2) times in addition to the initial
telecast.  If a Regional that is clearing
a Program is unable to clear such Program as set forth above, FSN shall use
commercially reasonable efforts to ensure that such Regional clears such
Program during a similar time period or as close to the time period as
reasonably practicable.  Such schedule
may be preempted by prior Regionals commitments, live event programming, or
other programming.  For avoidance of
doubt, FSN shall have the unlimited right, but no obligation, to re-telecast
each Program, or any portion thereof, at various times, on any Fox-affiliated
programming service or by any other means of distribution within the Domestic
Territory.  As used in this Section, “commercially
reasonable efforts” shall not mean that FSN is relieved of its clearance or
time placement obligations under this Section in order to take commercial
advantage of the clearance and time slots anticipated for airing of the
Programs (e.g., deal shopping).


 


b.             FSN
shall have the right to suspend the performance of its distribution obligations
set forth in Section 7(a) at any time that WPTE is in breach of a
material term or condition of this Agreement.


 


c.             Notwithstanding
FSN’s exclusive distribution rights in the Domestic Territory, WPTE shall have
the right to distribute portions of the Programs in any and all media with the
exception of any manner of television distribution in the Domestic Territory
for purposes of promoting the Programs and the Website.  For avoidance of doubt, WPTE retains its full
rights to the Programs outside of the Domestic Territory.  Except as expressly provided otherwise in
this Agreement, during the Term WPTE will not cause, authorize, license or
permit any distribution or exhibition of the Events, any programs created
therefrom or any portion of either in any form or location by any means or
media or any promotion thereof in the Domestic Territory without the prior
written approval of FSN.


 


8.             PROMOTION.


 


a.             In-Program Promotion:  The Website shall receive: (i) title
sponsorship of each Program; (ii) two (2) billboards within each
Program; (iii) four (4) sponsored elements (e.g., entitlements)
within each Program; (iv) an average of four (4) audio mentions of
the Website’s sponsorship of the Program each hour of each Program; (v) an
average of four (4) video bumpers each hour of each Program; and (vi) the
Website logo on the poker table (collectively, the “Promotional Elements”); all
subject to the terms and conditions of this Agreement.  FSN shall consult in good faith with WPTE on
the implementation of the Promotional Elements. 
All Promotional Elements within each Program shall be exclusive to the
Website.


 


b.             Commercial Inventory:


 


i.      WPTE
will receive four (4) thirty-second (:30) spots (a total of 2 minutes) of
national commercial inventory in each hour of each Program during the
distribution of each Program on the FSN Programming Service for the promotion
of the Website. WPTE will receive national and regional commercial inventory
exclusivity in each Program for poker or
other casino or gaming membership 


 


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websites (which the Parties acknowledge does not include tutorial or “.net”
websites, including, without limitation, FullTiltPoker.net, PokerStars.net,
UltimateBet.net, MansionPoker.net, PartyPoker.net, AbsolutePoker.net, etc. (“Tutorial
Advertisers”), which are subject to Section 8(b)(ii) below),
subject to ad inventory that is not controlled by FSN (i.e., local advertising
inventory reserved for cable operators and other distributors of FSN
programming).  For each replay of an
Episode edited to a shorter duration, the number of WPTE’s thirty-second (:30)
spots will be reduced proportionately. 
The Parties shall mutually agree in advance upon the inclusion in any
Program of any sponsorships, commercials, advertising, billboards and sponsored
features of any kind or nature by any means now known or hereafter devised;
provided, however, FSN has the right to insert elements such as a lower third graphic promoting FSN’s and FSN
affiliates’ programming.


 


ii.     With
respect to each telecast of a Program, FSN shall not (A) provide national
or regional commercial inventory to more than one (1) Tutorial Advertiser,
and (B) provide more than four (4) thirty-second (:30) spots to such
Tutorial Advertiser; provided, however, solely with respect to the initial
telecast of each of the Test Programs, FSN agrees that such initial telecasts
shall not contain any Tutorial Advertisers in national or regional commercial
inventory.


 


iii.    All
use by WPTE of such commercial inventory
and the content of all commercials, billboards, features, signage and
promotions are subject to (A) Federal Communications Commission
regulations and all other applicable
federal and state regulations, (B) News Corporation and Fox Sports Net advertising regulations, and (C) FSN’s
prior approval (which shall not be unreasonably withheld or withheld in a
manner inconsistent with similar network programming).


 


iv.    To ensure inclusion within the Program, all WPTE
commercial inventory must (A) satisfy FSN’s technical delivery requirements, as such
requirements may be revised from time to time, (B) be delivered to FSN at least ten (10) business days prior to
the premiere of each Program on the FSN programming service, and (C) consist of an assortment of commercial
advertisements appropriate for the number of spots to be aired.  In the
event that WPTE’s commercial advertisements
are not properly delivered in a timely manner, FSN shall have no obligation to telecast such
advertisements.


 


c.             Online
Promotion:  Beginning on or before the
initial airing of the first Test Program and continuing throughout the Term,
FSN shall place a banner advertisement or similar presence promoting the
Website on the main page of the website located at URL FoxSports.com.  To the extent that FoxSports.com determines
that promotion of the Website is contrary to its business and legal affairs
policy then the promotion of the Website may be replaced with promotion of the
Programs.  FSN represents that as of the
Effective Date, promotion of the Website is not contrary to FoxSports.com
business and legal affairs policy. 
During the Term, FoxSports.com will not operate a poker membership
website nor promote any poker membership website other than the Website and
shall use commercially reasonable efforts to prevent the display on
FoxSports.com of any advertising for any poker membership website other than
the Website.


 


d.             FSN shall have the
right to suspend the performance of its obligations set forth in this Section 8
at any time that WPTE is in breach of a material term or condition of this
Agreement.


 


9.             EXCLUSIVITY.


 


a.             During the Term, FSN
shall not engage, either on its own or by partnering with a third-party, in the
operation or promotion of any paid subscription based, poker (which the parties
acknowledge does not include the card game Tua La Ji sometimes referred to as “Traktor
Poker” but does include all types and variations of poker) and/or blackjack membership
website competitive with the Website (a “Competitive Site”), nationally
distribute commercial inventory advertising a Competitive Site or nationally
distribute programs sponsored by a Competitive Site.  WPTE acknowledges that individual Regionals
are not restricted from entering into separate agreements for the distribution
of programming and individual Regionals and cable operators and other
distributors of FSN programming are not restricted with respect to sales of
their commercial inventory.


 


b.             During the Term, WPTE
shall not operate, either on its own or by partnering with a third-party, any
Competitive Site that is available to players in the United States; provided,
however, the Parties acknowledge that for purposes of this Agreement a “Competitive
Site” or membership website shall not include any type of real-money


 


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wagering site or free
entry site (whether or not poker or blackjack related) or any type of paid
subscription site that does not involve playing poker and/or blackjack for
prizes (e.g., a paid subscription for monthly poker tips on
WorldPokerTour.com).  If despite the
foregoing restriction WPTE does operate a Competitive Site that is available to
players in the United States other than Website then FSN shall participate in
the Net Revenue (as defined in Section 10) of such website in the same (or
equivalent) manner as set forth in Section 10 with respect to the Website.


 


10.           CONSIDERATION.


 


a.     Defined
Terms.


 


	
   

  	
  i.

  	
  “Affiliate” means
  entities that are unrelated to WPTE (i.e., entities in which WPTE does not
  hold any direct or indirect equity or profits interest other than payment to
  the Affiliate in connection with the Website) that receive financial
  compensation for increasing the number of Website members.

  
	
   

  	
   

  	
   

  
	
   

  	
  ii.

  	
  “Affiliate Cost” means
  the total amount of Gross Membership Revenue actually paid to Affiliates in
  connection with their involvement in the Website, plus all actual
  out-of-pocket set-up costs incurred and paid by WPTE to link the Affiliate to
  the Website.

  
	
   

  	
   

  	
   

  
	
   

  	
  iii.

  	
  “Fee” means for a given
  month, Forty-Five percent (45%) of Net Revenue, if any.

  
	
   

  	
   

  	
   

  
	
   

  	
  iv.

  	
  “Gross Membership
  Revenue” means all membership fees paid by users of the Website in a given
  month less (i) any applicable sales or services taxes; (ii) bad
  debt including credit card charge backs; and (iii) refunds.

  
	
   

  	
   

  	
   

  
	
   

  	
  v.

  	
  “Gross Skin Revenue”
  means, for a given Skin, all revenue earned by WPTE in connection with such
  Skin.

  
	
   

  	
   

  	
   

  
	
   

  	
  vi.

  	
  “Monthly Report” means
  a detailed monthly report of the operation of the Website and the Skins which
  shall include, at a minimum, the following information: (A) Gross
  Membership Revenue, (B) UBT Cost, (C) Affiliate Cost,
  (D) Other Club Revenue, (E) Net Other Club Revenue,
  (F) current Production and Event Cost (Test Programs only),
  (G) Production and Event Cost (Test Programs only) from prior months, if
  any, carried over to the current month, (H) Net Membership Revenue,
  (I) Gross Skin Revenue for each Skin, (J) Skin Cost for each Skin,
  (K) Net Skin Revenue for each Skin, (L) Net Revenue and
  (M) the Fee for the month.

  
	
   

  	
   

  	
   

  
	
   

  	
  vii.

  	
  “Net Membership
  Revenue” means Gross Membership Revenue plus Net Other Club Revenue less UBT
  Cost and Affiliate Cost.

  
	
   

  	
   

  	
   

  
	
   

  	
  viii.

  	
  “Net Other Club
  Revenue” means Other Club Revenue less actual third party merchandise
  manufacturing and agency costs.

  
	
   

  	
   

  	
   

  
	
   

  	
  ix.

  	
  “Net Revenue” means Net
  Membership Revenue plus Net Skin Revenue for each Skin, if any.

  
	
   

  	
   

  	
   

  
	
   

  	
  x.

  	
  “Net Skin Revenue”
  means, for a given Skin, Gross Skin Revenue after WPTE has recouped its Skin
  Cost.

  
	
   

  	
   

  	
   

  
	
   

  	
  xi.

  	
  “Other Club Revenue”
  means all non-membership revenue earned by WPTE on or in connection with the
  Website (e.g., merchandise); provided, however, Other Club Revenue shall not
  include license fees received by WPTE for international distribution of the
  Programs or Production and Event Revenue. For avoidance of doubt, WPTE shall
  be entitled to collect and retain Production and Event Revenue (subject to
  Section 4(d)) and such Production and Event Revenue shall not be subject
  to FSN’s participation.

  
	
   

  	
   

  	
   

  
	
   

  	
  xii.

  	
  “Skin Cost” means, for
  a given Skin, all actual out-of-pocket set-up costs incurred and paid by WPTE
  to establish and link such Skin to the Website’s network software that has
  not been recouped by WPTE out of Skin Gross Revenue.

  



 


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  xiii.

  	
  “UBT Cost” means the
  total amount of Gross Membership Revenue actually paid to Ultimate Blackjack
  Tour, LLC (“UBT”) for operation of the Website (i.e., prize pool, club
  content, finance charges, compliance fees and UBT profit share).

  



 


b.                                      In
consideration of FSN’s obligations hereunder, WPTE will (i) provide FSN
with the Monthly Report within thirty (30) days of the end of each month and (ii) pay
FSN the Fee for each month as set forth in this Section.


 


c.                                       WPTE
shall be entitled to recoup from Net Revenue the Production and Event Cost
incurred by WPTE in connection with the production of the Test Programs and the
staging of the Events underlying the Test Programs less any Production and
Event Revenue received by WPTE.  WPTE
shall recoup such Production and Event Cost prior to the calculation and
payment of the Fee.  To the extent that
Net Revenue during the Test Period is insufficient to recoup such Production
and Event Cost, then the unpaid Production and Event Cost shall be recouped out
of Net Revenue during the Regular Term. 
For avoidance of doubt, WPTE shall not be entitled to recoup from Net
Revenue Production and Event Cost in connection with any Programs other than
the Test Programs.


 


d.                                      The
Fee shall be paid and remitted to:


 


National
Sports Programming


File
55434


Los
Angeles, CA  90074-5434


 


or by electronic wire to:


 


Bank of America


1850 Gateway Blvd.


Concord, CA 
94520


 


	
  Bank Name

  	
   

  	
  Bank of America

  
	
  Account Name

  	
   

  	
  National Sports Partners

  
	
  Account Number

  	
   

  	
  00000-00000

  
	
  Routing Number

  	
   

  	
  000-000-000

  



 


FSN must receive payment of the Fee for a given month
within thirty (30) days of WPTE’s receipt of the Net Revenue for such month,
but in no event later than forty-five (45) days after the end of such month;
provided, however, so long as WPTE uses commercially reasonable efforts to
collect Net Revenue, to the extent WPTE has not received the Net Revenue
attributable to such month, WPTE shall be allowed to delay payment of a pro
rata portion of the Fee.  Subject to the
preceding sentence, if payment of any portion of the Fee is past due by more
than fifteen (15) days, FSN may elect to suspend performance of its obligations
in this Agreement or terminate this Agreement and, in such event, have no
further obligations to WPTE.


 


11.                                 WEBSITE
RESTRICTIONS: ANTI-GAMBLING.  WPTE
represents, warrants and covenants that:


 


a.                                       Neither
the Website nor WPTE’s commercial inventory spots shall contain any reference,
whether written or otherwise, to any entity, party or website (including,
without limitation, any WPTE owned, controlled, affiliated and/or operated
website or any website owned by any parent or affiliated entity of WPTE or
under common control with WPTE or any third party website) that aids, abets,
facilitates, promotes, provides an advertisement for and/or enables any form of
wagering/gambling in the Domestic Territory or conducts or facilitates any
activity that is in violation of any United States Federal, state or local law,
rule or regulation.


 


b.                                      The
Website does not and will not aid, abet, facilitate, promote, provide an
advertisement for or otherwise enable any wagering/gambling activities and does
not and will not “link,” directly or indirectly, to or otherwise direct a
viewer to any other website that enables wagering/gambling activities in the
Domestic Territory. WPTE shall not make any material change to the Website
without the prior written approval of FSN. 
For purpose 


 


8

















 


of clarity, material
changes do not include banner updates, graphical changes, or the addition of
content of the same nature as currently exists on the Website.


 


c.                                       WPTE’s
commercial inventory spots, as delivered by WPTE, shall not make any reference
to any website other than the Website and shall not in any way aid, abet,
facilitate, promote or otherwise enable any wagering/gambling activities (e.g.,
by making any references to any online wagering/gambling site or by providing a
telephone number to a wagering/gambling business, etc.).


 


d.                                      Without
limiting any other right reserved for FSN under this Agreement, in the event
WPTE breaches any of the representations, warranties or covenants in this Section 11,
FSN may immediately suspend its obligations pursuant to this Agreement, and if
WPTE fails to cure such breach within forty-eight (48) hours of receiving
written notice then FSN shall have the right to immediately terminate this
Agreement upon notice to WPTE.  If
a prosecutor or other law enforcement official formally charges or alleges
that the Website is an illegal gambling operation or in the event WPTE breaches
this Section 11 twice within any twelve (12) month period, FSN shall have
the right to immediately terminate this Agreement upon notice to WPTE.  Without limiting FSN’s rights as set forth in
this Agreement, at law or in equity, WPTE acknowledges and agrees that FSN
shall be entitled to injunctive relief to enforce the restrictions set forth in
this Section 11.


 


12.                                 WEBSITE
RESTRICTIONS: SWEEPSTAKES COMPLIANCE. 
WPTE represents, warrants and covenants that:


 


a.                                       WPTE
shall operate the Website in compliance with all applicable sweepstakes and
anti-lottery laws in each jurisdiction in which it does business.  WPTE
shall at all times offer a free alternative method of entry (an “AMOE”) that is
of “equal dignity” (as such term is commonly understood in the
sweepstakes industry) with the subscription method of entry for
each tournament that is available on the Website.  The AMOE
shall be clearly and conspicuously disclosed on the Website.  In addition
to being eligible to enter tournaments, members of the Website who pay the
subscription fee will be offered member benefits in the form of a package
of bona fide products or
services that are comparable to or more favorable for the
members than the member benefits offered on the Effective Date of this
Agreement. WPTE will not market or otherwise attempt to convert AMOE
players into members of the Website.  For avoidance of doubt, FSN shall
have no involvement in, or responsibility for, the operation of the Website,
the implementation of the AMOE or the administration of any tournaments.


 


b.                                      Without
limiting any other right reserved for FSN under this Agreement, in the
event WPTE breaches any of the representations, warranties, covenants or
obligations under this Section 12, FSN may immediately suspend its
obligations pursuant to this Agreement, and if WPTE fails to cure such breach
within fifteen (15) days of receiving written notice then FSN shall have the
right to immediately terminate this Agreement upon notice to WPTE.  In
the event WPTE breaches this Section 12 twice within any twelve
(12) month period, FSN shall have the right to immediately terminate this
Agreement upon notice to WPTE.


 


13.                                 REPRESENTATIONS,
WARRANTIES AND COVENANTS.


 


a.                                       WPTE
represents, warrants and covenants to FSN that (i) WPTE has the full power
and authority to make and perform the Agreement and WPTE will perform its
duties hereunder in compliance with all terms and conditions herewith; (ii) the
making or performance of the Agreement does not violate any agreement between
WPTE and any third party; (iii) the rights FSN has acquired, and its use
of those rights, will not infringe on or violate any copyright, trademark,
right of privacy, publicity or other literary or dramatic or any other right of
any third party; (iv) WPTE will do nothing to interfere with or impair FSN’s
rights in the Agreement; (v) WPTE shall operate the Website in compliance
with all applicable laws and regulations in each jurisdiction in which it does
business; (vi) the Events will be sanctioned by any applicable
organizations and authorities having jurisdiction over such Events, and the
Events will be conducted according to all applicable rules and regulations
of such organizations and authorities; and (vii) WPTE (directly or through
a third party, if applicable) has or will enter into agreements with each
Participant (“Participant Agreements”) binding such Participant to all
applicable terms of this Agreement, and making FSN express third party
beneficiaries to the Participant Agreements in connection with the
Programs.  Additionally, WPTE represents,
warrants and covenants to FSN that it has obtained, or will obtain, any and all
necessary rights, clearances, permissions and local permits in connection with
the Sites and the Events for FSN to exercise its rights and perform its
obligations hereunder including but not limited to: (1) payment of any and
all necessary fees to any entity involved in the organization of the Events;
and (2) obtaining any and all rights, clearances and permissions necessary
to use in the Programs all names, likenesses, trademarks, 


 


9

















 


service
marks or other intellectual property of the Sites, the Events and all entities
related thereto.  WPTE will provide to
FSN upon request any documents that confirm WPTE has obtained the necessary
rights to perform the Agreement.


 


b.                                      Related
Party Transaction.  If WPTE acquires or
plans to acquire an interest in UBT then WPTE shall not agree to any increase
in fees payable to, or costs recoverable by UBT, either cumulatively or in any
category (e.g., club member benefits, compliance, banking, finance, revenue
share) other than costs which pass through directly to members (e.g., prize
pool) without full disclosure to FSN and FSN’s prior written approval. If WPTE
acquires a controlling interest or majority of the equity in the operator of a
Skin created on or after the Effective Date, then such Skin shall be deemed to
be included within the “Website” for purposes of calculating the Fee. If WPTE
acquires a controlling interest or majority of the equity in the operator of a
Skin created prior to the Effective Date, then the Gross Skin Revenue payments
payable by such Skin to WPTE not shall not be reduced below the payments
required as of the Effective Date.


 


c.                                       FSN
represents, warrants and covenants to WPTE that (i) FSN has the full power
and authority to make and perform the Agreement and FSN will perform its duties
hereunder in compliance with all terms and conditions herewith; (ii) the
making or performance of the Agreement does not violate any agreement between
FSN and any third party; and (iii) FSN will do nothing to interfere with
or impair WPTE’s rights in the Agreement. 
FSN will provide to WPTE upon request any documents that confirm FSN has
obtained the necessary rights to perform the Agreement.


 


14.                                 INDEMNIFICATION.


 


a.                                       WPTE
shall at all times indemnify, defend and hold harmless FSN, its partners and
all affiliated companies thereof and their respective officers, directors,
partners, shareholders, employees, agents and representatives from and against
any claim, demand, liability or judgment, including reasonable attorneys’ fees
and court costs (i) arising out of any breach by WPTE of any
representation, warranty or other obligation or provision hereof including, (ii) any
distribution, licensing or sub-licensing of the Programs by WPTE except to the
extent covered by FSN’s indemnification obligations, (iii) any material
added by WPTE to the Programs unless requested by, or for the benefit of, FSN,
or (iv) arising out of the operation or promotion of the Website or any
Skin including, without limitation, WPTE’s commercial inventory promoting the
Website or any Skin.  This indemnity
shall survive termination of the Agreement.


 


b.                                      FSN
shall at all times indemnify, defend and hold harmless WPTE, its partners and
all affiliated companies thereof and their respective officers, directors,
partners, shareholders, employees, agents and representatives from and against
any claim, demand, liability or judgment, including reasonable attorneys’ fees
and court costs, arising out of (i) any breach by FSN of any
representation, warranty or other obligation or provision hereof including the
distribution, licensing or sub-licensing of the Programs by FSN in violation of
this Agreement or (ii) any material added by FSN to the Programs unless
requested by, or for the benefit of, WPTE. 
This indemnity shall survive termination of the Agreement.


 


c.                                       A
Party seeking indemnification will give the indemnifying Party prompt notice of
any claim or litigation to which indemnity may apply.  Failure to give such prompt notice will
relieve the indemnifying Party of its indemnification obligations to the extent
that such failure has prejudiced the indemnifying Party’s defense of such claim
or litigation.  The indemnifying Party
has the right to assume and fully control the defense of any potentially
indemnified claim or litigation and the indemnified Party will cooperate fully
(at the cost of the indemnifying Party) in any defense and in the settlement of
such claim or litigation.


 


15.                                 INSURANCE.


 


a.                                       Subject
to the laws applicable to the Site of the applicable Event, WPTE represents,
warrants and covenants that it, the third party retained by WPTE to conduct the
Event, if applicable, and/or the applicable Site, as appropriate, has, or will
secure at least five (5) days prior to each Event:


 


i.                  Workers
compensation (or the appropriate equivalent in the applicable jurisdiction)
coverage for all persons it or the applicable Site employs in connection with
such Event and the Program applicable 


 


10

















 


to such Event that
suffices under the laws of the jurisdiction in which those persons render
services; and


 


ii.             General
comprehensive liability insurance covering the applicable Site, including
bodily injury and property damage, having a combined single limit of at least
$1,000,000 for injuries to any one person and a limit of at least $2,000,000 in
the aggregate with a $9,000,000 umbrella policy for injuries to any number of
persons arising out of the same accident.


 


b.                                      All
FSN required insurance will (i) be on an “occurrence” form, (ii) be
issued by reputable insurers rated A or better by A.M. Best and Co., (iii) name
Fox Entertainment Group, FSN, their parents, divisions, subsidiaries,
affiliated companies, officers, directors, and employees as additional insured,
(iv) be primary and not excess of or contributory to any other insurance
provided for the benefit of or by FSN, and (v) provide that at least
thirty (30) days advance written notice of any cancellations, non-renewal or
other material change in the policy will be accorded FSN.  WPTE will not make any revision, modification
or cancellation of any such policy that may affect FSN’s rights without FSN’s
prior written consent.  Notices regarding
insurance shall be sent to 10201 West Pico
Blvd., Building 103, Los Angeles,
California 90035, Attn: Vice President, Business & Legal
Affairs, with a required copy to Fox Entertainment Group, Inc., Attn: Risk
Management (FAB/120), P.O. Box 900, Beverly Hills, CA 90213 (fax:
310-369-2177).  WPTE will deliver to FSN
satisfactory evidence of such insurance at least five (5) days prior to
the applicable Event.


 


c.                                       FSN
represents, warrants and covenants that it has, or will secure at least five (5) days
prior to the initial telecast of each Program, and will maintain for at least
three (3) years following the initial telecast of such Program, standard
errors and omissions insurance (also known as media or broadcasters’ liability
insurance) covering such Program.  Such
insurance must have limits for damages and legal defense costs and fees of at
least $5,000,000.00 for any single party’s claim arising out of a single
occurrence and $5,000,000.00 for all claims arising out of a single occurrence.


 


16.                                 INDEPENDENT
CONTRACTORS.  Neither Party has the
authority to bind the other Party to any agreement or other obligations, and
will not attempt to do so.  Nothing in
this Agreement creates any partnership, joint venture or agency relationship
between WPTE and FSN.  Each Party is
fully responsible for all persons and entities it employs or retains.


 


17.                                 FINANCIAL
DISCLOSURE.  WPTE shall conform with
47 U.S.C.S. § 507 and 47 U.S.C.S. § 317 concerning broadcast matter and
required disclosures, insofar as that section applies to persons furnishing
material for television broadcasting. 
WPTE hereby certifies and agrees that it has no knowledge of any
information relating to any Program that is required to be disclosed under §
507 or § 317, that it will promptly disclose to FSN any such information of
which it hereafter acquires knowledge and that it will not, without FSN’s prior
written approval, include in any Program any matter for which any money,
service, or other valuable consideration (as such terms are used in § 507 or §
317) is directly or indirectly paid or promised by a third party, or accepted
from or charged to a third party.


 


18.                                 FORCE
MAJEURE.  If an Event is postponed or
canceled, or the production or distribution of a Program in accordance with
this Agreement is materially delayed, prevented or canceled, due to any act of
God, fire, earthquake, flood, epidemic, inevitable accident, embargo, war,
terrorism, strike or other labor dispute, fire, riot or civil commotion,
government action or decree, including without limitation, action of any
legally constituted authority, any judicial or executive order, or failure or
delay of any transportation agency, inclement weather, failure of technical
production or television equipment, or for any other reason beyond the control
of WPTE or FSN, as applicable (a “Force Majeure Event”), then: (i) FSN and
WPTE may determine the steps, if any, to be taken by the Parties to minimize
the loss caused by such Force Majeure Event; and (ii) either Party may
suspend the production, promotion and distribution obligations set forth in
this Agreement and extend the Test Period, if applicable, while such Force
Majeure Event continues and thereafter until normal business operations or the
production or distribution of the Programs are resumed.


 


19.                                 TERMINATION.


 


a.                                       Either
Party may terminate this Agreement upon written notice to the other Party if:


 


i.                the
other Party breaches any material term or condition of this Agreement (except a
breach by WPTE of Section 11 or Section 12 in which case FSN’s
termination rights shall be as set forth in such Section) and fails to correct
or cure such breach within twenty (20) business days following written 


 


11

















 


notice specifying
such breach or if correction or cure is not reasonably possible within such
period, the breaching Party receiving such notice has begun, and at all times
diligently continues, to correct or cure such breach;


 


ii.             the
other Party applies for or consents to the appointment of a receiver, trustee
or liquidator for substantially all of its assets, or such a receiver, trustee
or liquidator is appointed for the other Party;


 


iii.          the
other Party has filed against it an involuntary petition for bankruptcy that
has not been dismissed within sixty (60) days thereof; or


 


iv.         the
other Party files a voluntary petition for bankruptcy or a petition or answer
seeking reorganization, becomes or is insolvent or bankrupt, admits in writing
its inability to pay its debts as they mature, or makes an assignment for the
benefit of creditors.


 


b.                                      In
addition to the foregoing, WPTE may terminate this Agreement:


 


i.                Upon
written notice to FSN sent within forty-five (45) days of the end of any six (6) month
period during the Regular Term, if during each of such six (6) consecutive
months the Net Revenue for each such month was less than One Hundred Twenty
Thousand Dollars ($120,000); provided, however, WPTE shall continue to pay FSN
twenty-five percent (25%) of Net Revenues for five (5) years following
such termination subject to the reduction of expenses of the nature described
in Section 10. If WPTE determines to terminate this Agreement pursuant to
this Section 19(b)(i) then FSN shall be allowed to continue with any
previously scheduled airings of the Programs unless either Party determines, in
good faith, that such airings are deemed or are threatened to be deemed to be
illegal under any United States municipal, state and/or federal law and/or
regulation.


 


ii.             Upon
written notice to FSN if WPTE discontinues operation of the Website and its
online paid subscription membership business; provided, however, WPTE shall pay
FSN the Fee with respect to all operations of the Website prior to its complete
shutdown and, if, in the twenty-four (24) months following such termination,
WPTE operates, directly or through a third party, what would be a Competitive
Site were the Website still in operation then FSN shall be entitled to the Fee
with respect to such business (or, to the extent the Fee calculation is
inapplicable to such business, forty-five percent (45%) of the revenue
generated by such business actually received by WPTE subject to reduction for
the expenses described in Section 10). 
This provision shall not prevent WPTE from replacing UBT with a
different fulfillment provider.  If WPTE
determines to terminate this Agreement pursuant to this Section 19(b)(ii) then
WPTE shall provide FSN with as much advance notice as possible and FSN shall be
allowed to continue with any previously scheduled airings of the Programs
unless either Party determines, in good faith, that such airings are deemed or
are threatened to be deemed to be illegal under any United States municipal,
state and/or federal law and/or regulation.


 


iii.          In
the event that WPTE’s Board of Directors reasonably determines in good faith
upon advice of outside counsel that (a) one or more provisions of this
Agreement related to WPTE’s relationship with FSN, (b) an affiliation with
FSN, or (c) individuals employed by FSN (each, a “Defect”) materially
increases the jeopardy that WPTE or Lakes Entertainment, Inc. will lose a
material gaming regulatory license or permit held or applied for and such
Defect remains uncured for ninety (90) days after FSN’s receipt of written
notice of such Defect.


 


c.                                       In
addition to the foregoing and FSN’s termination rights set forth in Sections 11
and 12, FSN may terminate this Agreement:


 


i.                Upon
thirty (30) days prior written notice to WPTE; or


 


ii.             Upon
five (5) days prior written notice to WPTE if at any time during the Term,
the provisions of this Agreement or the performance of any of the Parties
hereunder conflict with FSN’s internal policies, as such policies may be
revised from time to time as determined by FSN in its sole discretion.


 


12

















 


If FSN terminates the
Agreement pursuant to Section 19(c)(i) or (ii) then upon
termination (A) FSN shall immediately cease to telecast the Programs, (B) WPTE
shall retain all rights to the Programs, provided, however, FSN shall remove
all FSN-related references from the Programs, if any, and WPTE shall only
distribute such “cleaned” versions of the Programs, (C) the exclusivity
restrictions set forth in Section 9(a) shall remain in effect for two
(2) years following the date of termination, and (D) WPTE shall no
longer be required to pay the Fee.


 


d.                                      Termination
of this Agreement shall not relieve WPTE from any payment obligations accrued
prior to the effective date of such termination.


 


20.                                 REMEDIES.  Except as specifically set forth herein
(e.g., Section 11(d)), if either Party breaches any provision of the
Agreement, the damage, if any, caused to the other thereby will not be
irreparable or otherwise sufficient to entitle a Party to injunctive or other
equitable relief.  A Party’s rights and
remedies in any such event shall be strictly limited to the rights set forth in
this Agreement and the right, if any, to recover monetary damages in an action
at law.


 


21.                                 CONFIDENTIALITY.  FSN and WPTE will keep the existence and
terms of this Agreement strictly confidential, and will not disclose the
existence or substance of such terms to any entity other than the partners,
shareholders, members, officers, directors, attorneys, insurance agents, employees
having a need to know, and accountants of the Parties hereto without the prior
written consent of the other Party, except to the extent necessary to perform
the obligations of the Parties set forth herein and in the following situations
(and with the earliest possible prior written notice to the other Party): (a) to
comply with governmental rule, regulation (including any applicable reporting
requirements of the Securities and Exchange Commission) or law or with a valid
court order, in each case with confidential treatment requested and such
disclosure shall be limited to such information and such portions of the
Agreement that the disclosing Party is advised by counsel as legally required
to be disclosed; (b) to comply with its normal reporting or review procedure
of its parent company or other owners, or its auditors or its attorneys; (c) to
enforce its rights under this Agreement; and (d) to prospective purchasers
of a material portion of its assets or beneficial ownership interests, with
confidential treatment required. 
Notwithstanding the foregoing, FSN and WPTE may release one or more
press statements regarding this Agreement with the other Party’s prior written
consent (such consent not to be unreasonably withheld).


 


22.                                 NON-UNION.  WPTE acknowledges
that the Programs are non-union productions and that FSN is not a party to, and has no present intention
of becoming a party to, any guild, collective bargaining or similar agreement
that might apply to the production of the Programs.


 


23.                                 MISCELLANEOUS.


 


a.                                       Notices.  All notices from either Party to the other
must be given in writing and sent by registered or certified mail (postage
prepaid and return receipt requested), by hand or messenger delivery, by
overnight delivery service, by facsimile with receipt confirmed, to the
respective addresses of WPTE and FSN listed in the Agreement.  FSN’s notice shall provide duplicate notice
to the attention of: Vice President, Business and Legal Affairs, c/o Fox Cable
Networks, Building 103, 10201 West Pico Boulevard, Los Angeles, California
90035.  WPTE’s notice shall provide
duplicate notice to the attention of General Counsel, WPT Enterprises, Inc.,
5700 Wilshire Boulevard, Suite 350, Los Angeles, California 90036.  Any notice or report delivered in accordance
with this Section will be deemed given on the date actually delivered;
provided that any notice or report deemed given or due on a Saturday, Sunday or
legal holiday will be deemed given or due on the next business day.  If any notice or report is delivered to any
Party in a manner which does not comply with this Section, such notice or
report will be deemed delivered on the date, if any, such notice or report is
received by the other Party.


 


b.                                      Severability.  In the event that any provision of the
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, the Agreement shall continue in full force and
effect without said provision; provided that no such severance shall be
effective if it materially changes the economic benefit of the Agreement to
either Party.


 


c.                                       Governing
Law.  Irrespective of the place of
execution or performance, this Agreement is to be governed by and construed in
accordance with the laws of the State of California applicable to contracts
entered into and to be fully performed therein. 
Any court of competent jurisdiction sitting within the State of
California, Los Angeles County, will be the exclusive jurisdiction and venue
for any dispute arising out of or relating to the Agreement.  The Parties irrevocably consent to the
exclusive jurisdiction and venue of any such court, and waive any argument 


 


13

















 


that
such venue is not appropriate or convenient.


 


d.                                      Assignments.  Neither this Agreement nor any of the rights
or obligations hereunder may be assigned by any Party without the prior written
consent of the other Party; except that FSN may, without such consent, assign
all such rights and obligations to its parent company, or any affiliate or subsidiary
of FSN or in which the parent company has an ownership interest and either
Party may assign all of its rights and obligations to another entity in
connection with a merger, reorganization or sale of all or substantially all of
the assets of such Party.


 


e.                                       Survival.  The provisions of the Agreement which by
their nature would ordinarily be expected to survive termination of the
Agreement (including without limitation all indemnity, representations and
warranties, payment and confidentiality terms hereof) shall survive the
execution, delivery, suspension or termination of the Agreement or any
provision hereof.


 


f.                                         Entire
Agreement; Waiver; Amendments.  This
Agreement and any exhibits and schedules attached hereto, contains the full and
complete understanding between the Parties hereto regarding the subject matter
hereof and supersedes and abrogates all prior agreements and understandings,
whether written or oral, pertaining thereto and cannot be modified except by a
written instrument signed by each Party hereto. 
No waiver of any term or condition of the Agreement shall be construed
as a waiver of any other term or condition; nor shall any waiver of any default
under the Agreement be construed as a waiver of any other default.


 


g.                                      Construction.  The Parties have participated jointly in the
negotiation and drafting of the Agreement. In the event an ambiguity or
question of intent or interpretation arises, the Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of
any of the provisions of the Agreement.


 


h.                                      Counterparts;
Facsimile.  This Agreement may be
signed and accepted in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.  This Agreement may be delivered by facsimile
and facsimile signatures shall be treated as original signatures for all
applicable purposes.


 


i.                                          No
Third Party Beneficiaries.  This
Agreement shall not confer any rights or remedies upon any person other than
the Parties hereto and their permitted successors and assigns, and only in
accordance with the express terms of the Agreement.


 


IN WITNESS WHEREOF, WPTE
and FSN hereto have caused this Agreement to be executed by their duly
authorized representatives on the dates indicated below.


 


	
  AGREED &
  ACCEPTED BY:

  	
   

  	
  AGREED &
  ACCEPTED BY:

  
	
   

  	
   

  	
   

  
	
  WPT ENTERPRISES, INC.

  	
   

  	
  NATIONAL SPORTS
  PROGRAMMING

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Adam Pliska

  	
   

  	
  Signature:

  	
  /s/ George Greenberg

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Adam Pliska

  	
   

  	
  Name:

  	
  George Greenberg

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  General Counsel

  	
   

  	
  Title:

  	
  EVP,
  Programming & Production

  



 


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