License Agreement with iN Demand L.L.C.


    
      

    

    Exhibit
      10.30

     

    
 

    LICENSE
      AGREEMENT

     

    THIS
      AGREEMENT, dated as of February 6, 2007, is between NUTECH DIGITAL, INC.
      (“Licensor”), and iN DEMAND L.L.C. (“Licensee”).

     

     

    The
      Deal
      Terms set forth below, the Standard Terms and Conditions attached hereto as
      Exhibit A, and the Delivery Information attached hereto as Exhibits B, C and
      D,
      are referred to collectively herein as the “Agreement”. All references to the
      Agreement shall be deemed to include all of the foregoing. Except as expressly
      set forth in these Deal Terms, in the event of a conflict between any provision
      of the Deal Terms and any provision of the Standard Terms and Conditions, the
      terms of the Deal Terms shall govern to the extent of any such
      conflict.

     

     

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

     

     

    DEAL
      TERMS

     

     

    
      	
              1.

            	
              Program:
                “Program” shall mean the programs set forth below. Each Program shall be
                of first class production quality and shall be designed to reach
                the
                widest possible audience. 

            


    

     

    Program
      1 “Jessica
      Simpson: Reality Tour Live”

     

    Program
      2 “Fat
      Joe: Live at the House of Blues”

     

    Program
      3 “D12:
      Live in Chicago”

     

    


    
      	
              2.

            	
              Live
                or Tape:
                Taped. 

            


    

    


    
      	
              3.

            	
              Running
                Time:
                With respect to Program 1, 88 minutes; Program 2, 58 minutes; and
                Program
                3, 118 minutes.

            


    

    


    
      	
              4.

            	
              Ratings
                and Content Advisories:
                With respect to Program 1, TV-G and with respect to Programs 2 and
                3,
                TV-14, L.

            


    

    


    
      	
              5.

            	
              SD
                Rights:
                With respect to each Program, exclusive rights to authorize the Exhibition
                of the standard definition “SD” version of such Program through Affiliated
                Systems during the License Period within the Territory on (i) a
                Pay-Per-View Basis and (ii) as part of an SVOD Package. With respect
                to
                each Program, Licensor may authorize a third party that is not an
                Affiliated System to Exhibit the version(s) of such Program made
                available
                to Licensee hereunder by means of Non-Standard Television (other
                than the
                Internet) on a Pay-Per-View Basis during such Program’s License Period.
                

            


    

    


    
      	
              6.

            	
              HD
                Rights:
                With respect to each Program, the non-exclusive rights and license
                under
                copyright to Exhibit the HD version of such Program as part of Licensee’s
                HD offering by any means or media, including, without limitation,
                on the
                HD Service, without limitation as to the number of Exhibitions
                thereof.

            


    

     

    
 

    
      
         

      

      
        
          

        

      

      
        
        

      

    


    


    
      	
              7.

            	
              License
                Period:
                With respect to each Program, 2 years commencing with its initial
                Exhibition hereunder.

            


    

    


    
      	
              8.

            	
              Number
                of Exhibitions:
                Unlimited. 

            


    

    


    
      	
              9.

            	
              Territory:
                The United States of America and its commonwealths, territories and
                possessions (including, without limitation, the U.S. Virgin Islands,
                Puerto Rico, Guam and Saipan), Canada, the Bahamas, Bermuda, Jamaica,
                the
                Cayman Islands, Curacao, the Netherlands Antilles (including, without
                limitation, St. Maarten), the Dominican
                Republic, Anguilla and
                the West Indies; provided that the Territory with respect to Exhibition
                via any means or media other than traditional cable television shall
                be
                the world in its entirety.

            


    

    


    
      	
              10.

            	
              Exhibition
                Holdback Date:
                With respect to each version of the Program, the end of the License
                Period
                therefor.

            


    

    


    
      	
              11.

            	
              Promotion
                Holdback Date:
                With respect to each version of the Program, the end of the License
                Period
                therefor.

            


    

    


    
      	
              12.

            	
              Delivery
                Date:
                With respect to Program 1, 3/15/07; Program 2, 4/15/07; and Program
                3,
                5/15/07. 

            


    

    


    
      	
              13.

            	
              Delivery:
                With respect to each Program, not later than the Delivery Date therefor,
                Licensor shall deliver to Licensee a taped, closed-captioned,
                post-produced version of (i) the SD version of such Program as provided
                in
                the Standard Terms and Conditions and Exhibits B hereto and (ii)
                the HD
                version of such Program as provided in the Standard Terms and Conditions
                and Exhibit C hereto.

            


    

    


    
      	
              14.

            	
              SD
                Suggested Retail Price (“SRP”):
                With respect to Programs 1 and 3, $9.95; and with respect to Program
                2,
                $6.95.

            


    

    


    
      	
              15.

            	
              SD
                License Fee Payable to Licensor:
                With respect to each Program, subject to the Standard Terms and
                Conditions, the License Fee for such Program shall payable as
                follows:

            


    

    


    


    (a) With
      respect to each Program Exhibited on a Pay-Per-View Basis, the License Fee
      for
      such Program shall equal the greater of 25% of (i) Gross Receipts for such
      Program and (ii) the SRP for such Program.

    (b) With
      respect to each Program Exhibited as part of the SVOD Package, subject to the
      Standard Terms and Conditions, the monthly License Fee for each “flight” (i.e.,
      each time a Program is scheduled as part of the SVOD Package, which scheduling
      Licensee anticipates will be approximately five weeks) of such Program shall
      equal the product of (i) $.05 cents x (ii) the number of hours, rounded to
      the
      nearest quarter hour, of each Program Exhibited during such Program’s first
      month of Exhibition of each “flight” x (iii) the number of Subscribers to such
      SVOD Package during such first month of Exhibition. The number of Subscribers
      each month shall be calculated by adding the number of Subscribers on the first
      and last days of a month and dividing by two (2).

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Notwithstanding
      the foregoing, with respect to each Program, no License Fee shall be payable
      to
      Licensor until (A) the execution and delivery of this Agreement, and (B)
      delivery by Licensor of a
      certified copy of the endorsement of insurance (satisfactory
      in form and substance to Licensee) covering
      the perils as set forth in these Deal Terms.

    


    


    
      	
              16.

            	
              SD
                Payment Terms:
                With respect to each Program, subject to the Standard Terms and
                Conditions, the date five (5) business days after the end of each
                Accounting Period therefor. “Accounting Period” shall mean, with respect
                to each Program,: (a) a period commencing on the date on which such
                Program is first Exhibited on a Pay-Per-View Basis hereunder and
                ending on
                the date sixty (60) days thereafter (or, if such date is not the
                last day
                of a calendar month, the last day of the calendar month in which
                such date
                occurs); and (b) each calendar month thereafter for so long as there
                are
                monies due and owing Licensor
                hereunder.

            


    

    


    
      	
              17.

            	
              HD
                License Fee:
                The parties acknowledge that the HD rights and licenses herein granted
                have been granted for good and valuable consideration (the receipt
                and
                sufficiency of which are hereby acknowledged), and that no further
                amount
                shall be payable by Licensee for such rights and licenses or their
                exercise.

            


    

    


    
      	
              18.

            	
              Sponsorship:
                Licensor will inform personnel that they cannot wear production T-shirts
                and jackets during any Program that bear the name or logo of other
                media
                (including Internet) entities, such as HDNET, HBO, FOX, ABC, SET
                and ESPN.
                No sponsorship (including billboards and signage) is permitted in
                conjunction with any Program without Licensee’s prior written approval
                (exercisable in Licensee’s sole discretion). Licensee shall have the right
                to associate a sponsor with the Exhibition of each
                Program.

            


    

    


    
      	
              19.

            	
              Merchandise:
                No merchandising is permitted in conjunction with any Program without
                Licensee’s prior written approval (exercisable in Licensee’s sole
                discretion).

            


    

    


    
      	
              20.

            	
              Vignettes:
                Licensee shall have the right to create vignettes using HD footage
                from
                each Program, for Exhibition by any HD means or media (the “Vignettes”).
                The Vignettes may be presented as “INHD Flashback Moments” (or similar
                identifier). Further,
                Licensee shall have the right to Exhibit as Vignettes each song (in
                whole
                or in part) contained in each Program on an HD, standard definition,
                linear and/or VOD Basis (each, a “Vignette”).  The Vignettes may be
                presented as part of such Program, the “INHD Concert Jukebox” (or such
                other name as Licensee, in its sole discretion, may elect) and any
                other
                programming exhibited, or authorized to be exhibited, by Licensee.
                There
                shall be no additional License Fee for the
                Vignettes.

            


    

    


    
      	
              21.

            	
              Late
                Fees and Other Costs.
                In the event Licensor makes any changes in any Program or its promotion
                (including cancellation), Licensor is responsible for all costs associated
                with these delays and/or changes including but not limited to editing,
                audio, communications (e.g.,
                telecopies) and delivery of material, and shall pay to Licensee an
                amount
                equal to such costs not later than fifteen (15) days after Licensee’s
                delivery of documentation evidencing such costs. Notwithstanding
                anything
                herein to the contrary and without in any way limiting Licensee’s rights
                and remedies hereunder or otherwise including, without limitation,
                an
                action at law to recover damages if any Program is cancelled by or
                on
                behalf of Licensor or any performer for any reason, within thirty
                (30)
                days of such cancellation, Licensor will remit to Licensee the sum
                of
                $25,000, together with an amount equal to all amounts paid by Licensee
                for
                the marketing and promotion of such Program (such aggregate amount
                being
                herein referred to as the “Cancellation
                Fee”).

            


    

     

    
 

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    
      	
              22.

            	
              Insurance
                Requirements:
                With respect to each Program, Licensor shall procure and maintain
                in full
                force and effect standard producer’s liability (errors and omissions)
                insurance covering such Program throughout the Territory with minimum
                limits applicable only to such Program of at least One Million Dollars
                ($1,000,000) for any claim arising out of a single occurrence and
                Three
                Million Dollars ($3,000,000) for all claims in the aggregate, which
                insurance shall include title coverage for such Program and shall
                be
                written on either: (A) an occurrence basis, in which event it shall
                remain
                in full force and effect until the end of the License Period for
                such
                Program and may not be permitted to lapse, or (B) a claims-made basis,
                in
                which event it shall remain in full force and effect until the end
                of the
                License Period for such Program, shall cover any claims made at any
                time
                until the end of such License Period and shall include an extended
                reporting period of no less than one year after the expiration of
                such
                License Period and may not be permitted to lapse; and (b) such other
                insurance coverage as is customary for live events, covering such
                Program
                throughout the Territory,
                including (without limitation): (i) life, accident, and other insurance
                covering the failure of each and any performer to perform during
                such
                Program,
                which insurance shall be sufficient to make Licensee whole for any
                and all
                costs, expenses and damages incurred by Licensee in connection with
                each
                and any performer’s failure to perform during such
                Program;
                and (ii) workers’ compensation insurance; and (iii) public liability
                insurance for bodily injuries and property damage (including coverage
                for
                owned and hired vehicle liability and relating to use of the venue)
                with
                minimum limits of at least $1,000,000 per occurrence and $2,000,000
                in the
                aggregate. 

            


    

    


    Each
      such
      insurance policy: (a) shall be issued by a nationally recognized insurance
      carrier acceptable to Licensee; (b) may not be cancelled without sixty (60)
      days
      prior written notice to Licensee; (c) shall not carry a deductible larger than
      Ten Thousand Dollars ($10,000); (d) shall name as an additional insured “iN
      Demand L.L.C. and each member therein and division thereof, and their respective
      parents, subsidiary and affiliated divisions and companies, distributors,
      licensees and permitted assigns, and the respective shareholders, directors,
      officers, employees and agents of the foregoing”; (e) shall name Licensor as a
      named insured or as an additional insured; and (f) shall be primary and not
      contributing to or in excess of any such insurance maintained by Licensee or
      its
      members or affiliates for the benefit of Licensee. 

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

      
        	
                23.

              	
                Notices:
                  All notices, statements, and other documents re-quired to be given
                  in
                  writing shall be by personal (or messenger) delivery, by registered
                  or
                  certified mail or by electronic means (except as herein otherwise
                  expressly pro-vided) and shall be addressed as provided below (or
                  such other addresses as may be designated in writing by either
                  party).
                  Notice given by personal (or messenger) delivery, by registered
                  or
                  certified mail or by electronic means shall be deemed given upon
                  receipt.

              


      

    

    

       

      
        	 Licensee:	 Licensor:
	
                 iN Demand L.L.C.

                345 Hudson Street, 17th
                  Floor

                New York, New York 10014

                Attn: Senior Vice President, 

                Business Affairs 

                and General Counsel

                 

              	
                NuTech
                  Digital, Inc.

                3841
                  Hayvenhurst Drive

                Encino,
                  CA 91436

                Attn:
                  Lee Kasper

                 

                 

              
	
                
                  With
                    a separately delivered copy to:

                  Attn:
                    Senior Vice President, 

                  Programming 

                

                 

                 

              	 


      

    

         

     

    
      	
              24.

            	
              General:
                Capitalized terms not otherwise defined in these Deal Terms shall
                have the
                respective meanings assigned thereto in the Standard Terms and Conditions.
                Exhibits A, B, C and D attached hereto are hereby incorporated herein
                and
                made a part hereof. This Agreement may be executed in two or more
                counterparts, each of which shall be deemed to be an original, but
                all of
                which together shall constitute one and the same
                instrument.

            


    

    


    Please
      confirm Licensor’s agreement with the above by obtaining the appropriate
      signature and returning both copies of this Agreement for
      countersignature.

    


    


    NUTECH
      DIGITAL, INC.    iN
      DEMAND
      L.L.C.

    


    


    By: /s/
      Lee Kasper    
By: 
      /s/ Michael S. Berman

    Title: President/CEO                                                  
      Title:
      Senior Vice President

    Date:
      2/21/2007                                                           
Date:
      2/22/2007

     

     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

    to

    Agreement
      dated as of February 6, 2007

    by
      and
      between NUTECH DIGITAL, INC. (“Licensor”)

    and
      iN
      DEMAND L.L.C. (“Licensee”)

    


     

    Standard
      Terms and Conditions

     

     

    1. DEFINITIONS

     

     

    In
      addition to the words, terms and phrases defined elsewhere in this Agreement,
      the words, terms and phrases (and variations thereof) defined in this Section
      1
      shall, for the purposes of this Agreement, have the meanings ascribed to them
      below.

     

     

    (a) Accounting
      Statement
      shall
      have the meaning assigned to such term in Section 3(b) of these Standard Terms
      and Conditions.

     

     

    (b) Affiliated
      Systems
      shall
      mean, with respect to each Program, the systems and other entities affiliated
      with Licensee (including, without limitation, those systems and other entities
      that affiliate with Licensee on an event-by-event basis) that distribute such
      Program by means of Non-Standard Television on a Pay-Per-View Basis and/or
      as
      part of an SVOD Package.

     

     

    (c) Exhibition
      shall
      mean distribution, transmission, display, exhibition, exploitation, projection
      or performance, and Exhibit
      shall
      mean to cause the Exhibition.

     

     

    (d) Gross
      Receipts
      shall
      mean, with respect to each Program, all monies actually received by the
      Affiliated Systems for each SD viewing of such Program by Program Subscribers
      on
      a Pay-Per-View Basis pursuant to the rights herein granted, less applicable
      sales, use and seat taxes, and any Program Taxes. Gross Receipts shall be,
      at
      all times, subject to retroactive adjustment for refunds, credits, settlements,
      allowances, rebates, corrections and other similar purposes. Such retroactive
      adjustments may be implemented by Licensee’s withholding appropriate amounts
      from such License Fees as become payable pursuant to subsequent Accounting
      Statements for such Program following the relevant retroactive adjustment.
      All
      overpayments not recovered from amounts otherwise payable for the month in
      which
      such matters are first reflected in an Accounting Statement may be carried
      forward or backward (at Licensee’s election) and/or, at Licensee’s election,
      Licensor shall make immediate payment to Licensee of any amounts shown to be
      due
      to Licensee.

     

     

    (e) HD
      Service
      shall
      mean a program service owned or operated, directly or indirectly, by Licensee
      or
      its permitted successors and assigns, without regard to the number of channels
      of each such service, which service may be advertiser-supported or
      -underwritten. In addition, the Service may include offerings from which
      programming can be viewed on a VOD Basis.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (f) Home
      Video Devices
      shall
      mean videocassettes and videodiscs that, as sold or rented, themselves
      physically embody (without need for further transfer of data or further
      activation or other authorization from outside the home into the home) a motion
      picture or other programming for exhibition by means of a playback device which
      causes a visual image to be seen on the screen of a television receiver, which
      cassettes and discs are intended for sale or rental to the general public for
      use in the home and are physically transported to the home. No electronic or
      other non-tangible transmission of programming to the home from a source outside
      the home for taping, recording or other storage on tape, disc, or any other
      means of data retention for subsequent replay shall constitute the Exhibition
      of
      such programming by means of Home Video Devices, nor shall an Exhibition of
      programming in the home that requires activation or authorization from outside
      the home constitute the Exhibition of such programming by means of Home Video
      Devices.

     

     

    (g) Non-Standard
      Television
      shall
      mean any and all forms of Exhibition, whether now existing or developed in
      the
      future, by any means or media. Non-Standard Television shall include, without
      limitation, Exhibition by means of cable, wire or fibre of any material,
      wireless, over-the-air pay or STV in any frequency band, any and all forms
      of
      electronic or other non-tangible transmission (including, without limitation,
      the Internet) for Exhibition or for taping, recording or other storage on tape,
      disc or any other means of data retention for subsequent exhibition (whether
      by
      the Internet or any other electronic or non-tangible distribution medium),
      master antenna, satellite master antenna, low power transmission, high
      definition transmission, closed-circuit transmission, radio (for purposes of
      simulcast only, and whether delivered by standard radio broadcast or otherwise),
      tape, cassette and disc delivery (but excluding distribution of Home Video
      Devices), single and multi-channel multi-point distribution service and
      satellite transmission directly to TVROs, all on a subscription, pay-per-view,
      license, rental, sale or any other basis.

     

     

    (h) Pay-Per-View
      Basis
      shall
      mean the mode of Exhibition of a Program by means of Non-Standard Television
      in
      which a Subscriber elects to view such Program (alone or in combination with
      other programming) and is charged a fee for such viewing (which fee may be
      in
      payment for multiple exhibitions of such Program (and/or combination of
      programming, as the case may be)), regardless of whether any such Exhibition
      occurs at a regularly scheduled time, or on a VOD Basis. Notwithstanding the
      foregoing, Pay-Per-View
      Basis
      shall
      also include: (i) the mode of Exhibition of a Program by means of Non-Standard
      Television in which a person employed by an Affiliated System elects to view
      such Program (alone or in combination with other programming) in the course
      of
      such person’s employment, but is not charged a fee for such viewing; and (ii)
      the mode of Exhibition of a Program by means of Non-Standard Television in
      which
      a Subscriber elects to view such Program but is not charged a fee for such
      viewing on a limited promotional basis, provided, that such Exhibition does
      not
      occur on a service that is made available on a periodic basis of more than
      twenty-four (24) hours.

     

     

    (i) Person
      shall
      mean any natural person, corporation, partnership, joint venture, association,
      trust, governmental agency or any other entity whatsoever.

     


    
      
        
 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (j) Program
      Subscriber
      shall
      mean, with respect to each Program, a Subscriber that elects to view such
      Program on a Pay-Per-View Basis as authorized by Licensee or the applicable
      Affiliated System, and receives and pays for such viewing.

     

     

    (k) Program
      Taxes
      shall
      have the meaning set forth in Section 3(d) of these Standard Terms and
      Conditions.

     

     

    (l) Physical
      Materials
      shall
      have the meaning assigned to such term in Section 4 of these Standard Terms
      and
      Conditions. 

     

     

    (m) Related
      Agreement
      shall
      have the meaning assigned to such term in Section 3(e) of these Standard Terms
      and Conditions

     

     

    (n) SD
      License Fee
      shall
      mean, with respect to each Program, the license fee set forth with respect
      to
      such Program in the Deal Terms and payable in accordance with Section 3 of
      these
      Standard Terms and Conditions.

     

     

    (o) Studio
      shall
      mean Licensee’s playback and uplink facilities at the Comcast Media Centers in
      Littleton, Colorado, or such other facility as Licensee shall
      designate.

     

     

    (p) Subscriber
      shall
      mean an individual customer of Licensee or of an Affiliated System acting with
      the authorization of Licensee.

     

     

    (q) SVOD
      Basis
      shall
      mean the mode of Exhibition of a group of programs offered to Subscribers where,
      for a fixed fee, the Subscriber can watch a selection of all or a portion of
      such Programs with “on demand” functionality over a set period of time as often
      as desired on a subscription basis.

     

     

    (r) SVOD
      Package
      shall
      mean a package in which a Subscriber elects to view programming on a SVOD
      Basis.

     

     

    (s) Transfer
      House
      shall
      mean such professional video transfer house or houses as Licensee shall
      designate; provided, however, that in the absence of such designation the
      Transfer House shall be the Studio.

     

     

    (t) Video
      Reproductions
      shall
      have the meaning assigned to such term in Section 4 of these Standard Terms
      and
      Conditions.

     

     

    (u) VOD
      Basis
      shall
      mean the mode of Exhibition of a Program in which a Subscriber elects to view
      such Program, which Exhibition occurs on an “on demand basis” (i.e.,
      at a
      time or times of such individuals’ choosing, which time or times are
      not
      regularly scheduled).

     

     

    2.    LICENSE

     

     

    (a) Exhibition.
      

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (i) Licensor
      hereby grants to Licensee, with respect to each Program, the exclusive rights
      and license under copyright to (A) authorize the Exhibition of such Program
      by
      and through Affiliated Systems throughout the Territory during its License
      Period by means of Non-Standard Television on a Pay-Per-View Basis and/or an
      SVOD Package, without limitation as to the number of Exhibitions thereof, and
      (B) Exhibit the HD version of such Program throughout the Territory during
      its
      License Period, without limitation as to the number of Exhibitions
      thereof.

     

     

    (ii) Without
      derogating from Licensee’s rights and remedies hereunder or otherwise, the
      parties acknowledge and agree that: (A) Licensee shall have the right to reject
      any Program at any time if such Program does not conform to the running time
      and/or rating and content advisories set forth in the Deal Terms and/or to
      the
      other applicable provisions of the Deal Terms; and (B) Licensee and/or each
      Affiliated Systems shall have the right to reject such Program at any time
      if,
      in their respective judgment: (I) such Program fails to conform to community
      standards; (II) if any performer or participant therein fails or has failed
      to
      conduct himself or herself, as the case may be, with due regard to social
      conventions or public morals or decency; and/or (III) if any performer or
      participant therein commits or has committed any act which degrades such
      performer or participant or brings such performer or participant into public
      disrepute, contempt, scandal or ridicule.

     

     

    (b) Advertising
      and Promotion.
      Licensor also hereby grants to Licensee, with respect to each Program, the
      rights and license to:

     

     

    (i) use
      (and
      authorize the use of), including, without limitation, re-produce (and authorize
      the reproduction of), the title of such Program and the name, likeness,
      biography, photograph and recorded voice and music of any Person appearing
      in
      and/or associated with such Program for the purpose of advertising, exploiting
      and publicizing such Program (and any programming offered in combination
      therewith), its Exhibition hereunder and the services of Licensee and of
      authorized exhibitors); 

     

     

    (ii) create
      and use (and authorize the creation and use of) written summaries, ex-tracts
      and
      synopses of such Program for the purpose of advertising, exploiting and
      publicizing such Program (and any programming offered in combination therewith),
      its Exhibition hereunder and the services of Licensee and of authorized
      exhibitors;

     

     

    (iii) use
      (and
      authorize the use of), including, without limitation, reproduce (and authorize
      the reproduction of), the advertising and publicity material provided by
      Licensor; and

     

     

    (iv) advertise,
      publicize and promote (and authorize the advertising, publicizing and promotion
      of) such Program (and any programming offered in combination therewith), its
      Exhibition hereunder and the services of Licensee and of authorized exhibitors
      by any means or media, but Licensee shall not, for such purposes, utilize
      excerpts of more than three (3) minutes (or the length of one entire song,
      if
      longer) from such Program.

     


    
      
         

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) Holdbacks.
      With
      respect to each Program, Licensor shall not itself, and shall not authorize
      or
      permit (other than pursuant to the rights and licenses granted herein) any
      party
      or Person to: (i) on or prior to the Exhibition Holdback Date, Exhibit any
      version (including, but not limited to, all foreign language, cut and edited
      versions and those produced for other media) of such Program so as to be
      receivable within the Territory by any means or media, or (ii) on or prior
      to
      the Promotion Holdback Date, promote or announce any such Exhibition. The
      foregoing notwithstanding, with respect to each Program, Licensor may authorize
      a third party that is not an Affiliated System to Exhibit the version(s) of
      such
      Program made available to Licensee hereunder, by means of Non-Standard
      Television (other than the Internet) on a Pay-Per-View Basis during such
      Program’s License Period, and to promote such Exhibition.

     

     

    (d) Creation
      of Versions.
      Without
      derogating from Licensor’s obligation to deliver the Signal and/or Physical
      Materials for each Program pursuant to Section 4(a) hereof, Licensor hereby
      grants to Licensee the rights and license to create or cause the creation of:
      (a) closed-captioned versions of such Program; and (b) foreign language dubbed
      and/or subtitled versions of such Program.

     

     

    3.     LICENSE
      FEES; STATEMENTS AND PAYMENTS

     

     

    (a) In
      consideration of the rights and license granted to Licensee hereunder and
      Licensor’s agreements and obligations herein with respect to each Program, and
      subject to the full and faithful performance of Licensor’s obligations
      hereunder, Licensee shall pay to Licensor, with respect to each Program, an
      amount, to be paid and accounted for in accordance with this Section 3, equal
      to
      the SD License Fees collected by Licensee from the Affiliated Systems with
      respect to the Exhibition of such Program on a Pay-Per-View Basis. Each such
      payment shall be by check(s) mailed to Licensor at the address set forth in
      the
      Deal Terms not later than the time(s) set forth in Section 3(b) hereof.


     

     

    (b) With
      respect to each Program, not later than the date five (5) business days after
      the end of each Accounting Period for which SD License Fees are collected with
      respect to such Program, Licensee shall send to Licensor a statement in such
      form as Licensee shall designate (“Accounting
      Statement”) setting forth with respect to each Affiliated System: (i) the number
      of individual purchases of such Program by Program Subscribers reported by
      such
      Affiliated System with respect to such Accounting Period; (ii) the retail
      price(s) for such Program reported by such Affiliated System with respect to
      such Accounting Period; (iii) the Gross Receipts reported by such Affiliated
      System with respect to such Accounting Period; (iv) the number of Subscribers
      to
      an SVOD Package during the first day of such Program’s month of Exhibition; and
      (v) License Fees for such Program applied by Licensee during such Accounting
      Period. The amount shown to be due Licensor shall be paid concurrently with
      the
      rendition of the respective Accounting Statement. All payments hereunder shall
      be made in U.S. Dollars. All Accounting Statements and payments shall be
      addressed to Licensor at the address set forth in the Deal Terms. 

     

     

    (c) Records
      and Audit Rights.
      (i)
      With respect to each Program, Licensee shall keep at its main offices books
      of
      account directly relating to the Exhibition of such Program hereunder (which
      books of account are herein referred to as “Records”), which shall be kept in no
      less detail than and at the same place as such Records are customarily kept
      by
      Licensee.

     


    
      
         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    (ii) With
      respect to each Program, during the License Period therefor and for a period
      of
      two (2) years thereafter, Licensor may, at its own expense, but not more than
      once annually and only upon not less than fifteen (15) days’ prior written
      notice, cause the audit of the applicable Records at the aforesaid offices
      solely in order to verify any Accounting Statement. Such audit may only be
      conducted by a firm of Certified Public Accountants approved by Licensee. Any
      such audit shall be conducted only during reasonable business hours and in
      such
      manner as not unreasonably to interfere with the normal business activities
      of
      Licensee and shall not continue for more than ten (10) business days. Licensor’s
      right to examine Licensee’s Records is limited to the Accounting Statements for
      the applicable Program that have been furnished within twelve (12) months prior
      to such audit, and no statement may be audited more than once. Under no
      circumstances shall Licensor have the right to examine Records relating to
      any
      other picture or program licensed by Licensee or Records relating to Licensee’s
      business generally, or to examine any books or records of any Affiliated System.
      Any item that Licensee accepts in an accounting from an Affiliated System shall
      be binding upon Licensor. Licensor shall furnish to Licensee a copy of any
      report of such audit within thirty (30) days after Licensor’s receipt thereof.


     

     

    (iii) Each
      Accounting Statement shall be final and conclusive upon Licensor from
      and
      after the date twelve (12) months after the date of receipt of such Accounting
      Statement.
      Licensor shall be forever barred from maintaining or instituting any action
      or
      proceeding based upon, or otherwise relating to, any transaction had by Licensee
      or any Affiliated System or their respective permitted assignees or licensees,
      in connection with any Program, or the accuracy of any item embraced by or
      reflected on any Accounting Statement rendered hereunder, unless written
      objection thereto shall have been delivered to Licensee within twelve (12)
      months after the date of receipt of such Accounting Statement on which such
      transaction or item was first reflected and unless such action or proceeding
      is
      commenced within six (6) months after delivery of such written objection (or
      the
      expiration of the applicable statute of limitations, if earlier).

     

     

    (d) Taxes.
      Licensor shall be responsible for the making of any payments with respect to
      any
      taxes now or hereafter imposed upon Licensor by a given jurisdiction for
      licensing transmission rights to any Program in the respective jurisdiction
      which are based upon or arise out of the Exhibition of such Program on a
      Pay-Per-View Basis hereunder (“Program Taxes”). In those jurisdictions where
      Affiliated Systems are required to remit such Program Taxes directly to the
      taxing authorities, then the amounts payable by such Affiliated Systems to
      Licensee, as well as the License Fees payable to Licensor, shall be reduced
      accordingly. 

     

     

    (e) No
      Less Favorable Terms.

     

     

    (i) If
      Licensor or any third party shall enter into an agreement or other arrangement
      regarding any Program which, together with any Related Agreement(s), contains
      any financial or other material terms (including, without limitation, the scope
      of the rights granted) which are more favorable to any pay-per-view wholesaler
      or network (including, without limitation, TVN), or similar licensee or
      distributor, of such Program than any corresponding terms hereof applicable
      to
      Licensee, Licensor shall have the obligation immediately to inform Licensee
      and
      provide Licensee a written form of such terms. For purposes of the foregoing,
      Licensor should assume that the amount of Gross Receipts retained by Licensee
      with respect to each Program hereunder is 25%.

     


    
      
        
 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    (ii) Without
      limiting the generality of the foregoing, if Licensor or any third party shall
      enter into an agreement or other arrangement regarding any Program which,
      together with any Related Agreement(s), contains any financial or other material
      terms (including, without limitation, the scope of the rights granted) which
      are
      more favorable to any pay-per-view retailer (including, without limitation,
      DirecTV and EchoStar), or similar licensee or distributor, of such Program
      than
      any corresponding terms hereof applicable to the Affiliated Systems, Licensor
      shall have the obligation immediately to inform Licensee and provide Licensee
      a
      written form of such terms. For purposes of the foregoing, Licensor should
      assume that the amount of Gross Receipts retained by the Affiliated Systems
      with
      respect to each Program hereunder is 50%.

     

     

    (iii) With
      respect to any such more favorable terms referred to in this Section 3(e),
      if
      Licensee so elects, such more favorable terms shall be immediately incorporated
      herein and made a part hereof; provided, however, that Licensee shall not be
      obligated to accept, and no agreement or other arrangement shall fail to be
      deemed more favorable because of, any terms relating to the particular property,
      services or materials of any entity or any terms which cannot be met as easily
      by one party as by another. Without derogating from Licensor’s obligations
      hereunder, at Licensee’s request, Licensor shall deliver to Licensee a written
      certification from a senior officer of Licensor stating whether or not Licensor
      has entered into such an agreement. As used herein, “Related Agreement” shall
      mean any transaction or agreement or other arrangement that
      relates to or affects, or was entered into in conjunction with, any Program
      and/or
      the exhibition or other distribution thereof.

     

     

    4.     PHYSICAL
      MATERIALS

     

     

    (a) Physical
      Materials.
      With
      respect to each Program, no later than the Delivery Date therefor, Licensor
      shall deliver to the Transfer House (or as otherwise directed in Exhibit B
      hereto), at Licensor’s cost and expense: (i) the SD film facility items of such
      Program set forth in Exhibit B hereto, (ii) the HD film facility items of such
      Program set forth on Exhibit C hereto, and (iii) a set of the other materials
      relating such picture as set forth on Exhibits B and C hereto, which in each
      case meet the programming and technical specifications set forth in Exhibits
      B
      and C hereto (such items being herein collectively referred to as the “Physical
      Materials”). The Physical Materials shall be held in the name of Licensor for
      the sole purpose of preparing therefrom at Licensee’s expense (and Licensor
      shall authorize the Transfer House to prepare, on Video Material stock owned
      or
      to be owned by Licensee, and immediately release) for Licensee’s use hereunder
      one (1) set of NTSC and HD video materials for such Version. Licensee shall
      have
      the right to prepare, at Licensee’s expense, from the video materials produced
      at the Transfer House, such additional video materials of such Program as
      Licensee shall require for its use hereunder (all such video materials referred
      to in this sentence and the preceding sentence being hereinafter referred to
      collectively as “Video Reproductions”). Without limiting the generality of the
      rights granted to Licensee herein, Licensee shall have the right to encode
      and
      uplink the Video Reproduction(s) for transmission to authorized exhibitors
      hereunder. Licensee is not granted the right to possess or Exhibit any Physical
      Materials.

     


    
      
         

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

    (b) Quality
      of Delivery.
      In
      addition to any other rights Licensee may have hereunder or otherwise and
      without derogation of Licensor’s obligation to cause such Physical Materials to
      be timely delivered in accordance with the first sentence of Section 4(a),
      if
      Licensee in its sole judgment deems the content of any Program to be
      unacceptable or any Physical Materials are not, in Licensee’s sole judgment, of
      acceptable technical quality for tape-to-tape transfer for Exhibition by means
      of Non-Standard Television or HD Television, Licensee shall have the right
      to
      require Licensor to deliver promptly to the Transfer House such additional
      Physical Materials as Licensee shall require until Licensee has approved such
      Physical Materials. Without derogating from any other obligation of Licensor
      hereunder, Licensor’s delivery to the Transfer House of acceptable Physical
      Materials for each Program on or prior to the Delivery Date pursuant to Section
      4(a) is of the essence of this Agreement. In the event that Licensor does not
      deliver acceptable Physical Materials for any Program on or prior to the
      Delivery Date therefor pursuant to Section 4(a), without derogating from
      Licensee’s other rights and remedies hereunder or otherwise with respect
      thereto, Licensee may terminate this Agreement with respect to one or more
      Programs and, within two (2) business days after Licensee delivers written
      notice to Licensor of such termination, Licensor shall pay to Licensee the
      Cancellation Fee provided for in the Deal Terms. 

     

     

    (c) Screening
      Cassettes.
      With
      respect to each Program, Licensor shall deliver to Licensee for screening
      purposes: (i) three videocassettes of each rough cut of such Program (with
      visible time code) promptly upon such rough cut being completed; and (ii) as
      soon as possible but in no event later than the Delivery Date therefor, three
      videocassettes of the final version of such Program. 

     

     

    (d) Costs.
      All
      costs, including, without limitation, shipping and forwarding charges and
      insurance, of transporting and returning the Physical Materials shall be borne
      by Licensor, and all costs of transporting and preparing the Video Reproductions
      shall be borne by Licensee.

     

     

    (e) Loss.
      Upon
      the loss or theft of any Video Reproduction, Licensee shall furnish Licensor
      with a certificate setting forth the circumstances of such loss or
      theft.

     

     

    (f) Security.
      Licensee shall employ such security systems and procedures as may be reasonable
      and feasible to prevent theft, pirating, unauthorized exhibition, copying or
      duplication of the Video Reproductions; provided, however, that Licensee shall
      not hereby be required to prohibit or prevent the recording, copying or
      duplication of the Exhibition of any Program by any recipient thereof. Licensee
      shall not authorize the use of any of the Video Reproductions for private
      screenings, except that Licensee may permit: (i) screenings by its executives
      and the executives of its parent company, (ii) screenings by the press for
      the
      purpose of critical review, (iii) screenings by members of Licensee’s
      programming, scheduling, marketing and research staffs, and (iv) screenings
      by
      executives of those distribution systems, program services and motion picture
      industry executives with which Licensee does or may do business.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (g) Storage
      and Degaussing.
      With
      respect to each Program, after the end of the License Period therefor, each
      Video Reproduction for such Program shall at Licensee’s option either be
      degaussed or placed by Licensee at its own expense in a secure storage area,
      as
      to which Licensee shall provide Licensor an ongoing and exclusive right of
      access, subject only to Licensee’s rights subsequently to elect to degauss such
      Video Reproduction or to so retain it for reuse in the event of a subsequent
      relicense of such Program.

     

     

    5.     ADVERTISING
      AND PUBLICITY

     

     

    (a) Advertising
      by Licensee.
      

     

     

    (i) Delivery.
      With
      respect to each Program, in connection with the rights granted to Licensee
      pursuant to Section 2 hereof, Licensor shall deliver to Licensee, not later
      than
      forty-five (45) days prior to the Delivery Date therefor or as otherwise set
      forth on Exhibit D hereto, at no cost to Licensee, the advertising and publicity
      material for such Program set forth on Exhibit D hereto, together with all
      other
      advertising and promotional material requested by Licensee. No advertising
      material delivered by or on behalf of Licensor with respect to a Program shall
      include and/or contain any reference to any program other than such Program,
      or
      any reference to the name and/or logo of Licensor or any third party without
      the
      prior written consent of Licensee.

     

     

    (ii) Restrictions.
      With
      respect to each Program, Licensee shall comply with any and all reasonable
      and
      customary restrictions imposed upon Licensor (consistent with the rights and
      licenses granted hereunder to Licensee) as to the advertising and billing of
      such Program in accordance with such advertising and billing instructions as
      Licensor shall have furnished to Licensee in writing on or prior to the earlier
      of: (i) the first date on which Licensor delivers any materials required to
      be
      delivered pursuant to Section 5(a) hereof with respect to such Program and
      (ii)
      the Delivery Date therefor. No advertising created by or under the control
      of
      Licensee in connection with any Program shall constitute an express endorsement
      of any product by Licensor or by any person associated with such
      Program.

     

     

    (b) Advertising
      by Licensor.
      Licensor shall not advertise or promote any Program in any manner which
      denigrates the exhibition of such Program or any other programming on a
      Pay-Per-View Basis or HD basis hereunder. The names and marks “iND”, “iN
      DEMAND”, “INHD” and “INHD2” and the names of certain of Licensee’s programs and
      promotions, are the exclusive property of Licensee. Licensor shall not and
      shall
      not acquire any proprietary or other rights therein by reason of this Agreement.
      Licensor shall not, without Licensee’s prior written approval, use or authorize
      the use of Licensee’s name, logo(s), trademarks and/or service marks for any
      purpose without Licensee’s prior written approval (in each case exercisable in
      Licensee’s sole discretion). 

     

     

    6.    CUTTING,
      EDITING AND INTERRUPTIONS

     

     

    Licensee
      shall not make any modifications, deletions, cuts or alterations in or to the
      final version of any Program without the prior approval of Licensor, except
      that
      Licensee may, in Licensee’s discretion, do any one or more of the following:


     


    
      
         

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (a) digitize,
      compress, encode or otherwise modify, add to or manipulate the signal containing
      such Program, so long as the quality of the exhibition hereunder is not
      materially affected thereby; 

     

    (b) create
      for Exhibition hereunder a time-compressed version of such Program;


     

    (c) insert
      in
      such Program graphics, promotional material, and commercial product
      advertising;

     

    (d) insert
      a
      voice-over audio announcement simultaneously with such Program’s closing
      credits, identifying program(s) to be exhibited by Licensee, and/or compress
      or
      reposition the closing credits of such Program and insert in the remaining
      portion of the screen a promotion of other programming; 

     

    (e) superimpose
      upon such Program its rating and/or content advisories, and/or the logo of
      Licensee or any affiliate; 

     

    (f) without
      derogating from Licensor’s obligations hereunder and/or Licensee’s rights and
      remedies hereunder or otherwise, edit such Program to conform to the running
      time specified in the Deal Terms, or to comply with such standards and practices
      as Licensee may deem appropriate for Exhibition hereunder; and

     

    (g) permit
      the viewer of the Exhibition of such Program, at such viewer’s discretion, to
      stop, pause, accelerate, slow, reverse or resume such Exhibition.

     

     

    7.    REPRESENTATIONS
      AND WARRANTIES

     

     

    (a) Licensor’s
      Warranties:
      Licensor
      represents and warrants to, and covenants with, Licensee with respect to each
      Program (and all elements thereof, including the Vignettes) that:

     

     

    (i) Licensor
      is a California corporation and the person executing this Agreement on its
      behalf is duly authorized to do so, and Licensor is authorized and has the
      power
      to enter into and perform its obligations under this Agreement, including,
      without limitation, the power to pro-hibit the Exhibitions contemplated by
      Section 2(c) hereof; Licensor owns or controls the right to Exhibit, publicize,
      reproduce, and otherwise derive revenue from such Program in the manner and
      form
      provided in this Agreement, free and clear of any and all liens, claims or
      encumbrances; Licensor has the right to grant the rights granted herein; and
      such Program has not been licensed and will not be licensed for Exhibition
      contrary to the provi-sions of this Agreement; and Licensor is not and will
      not
      be subject to any agreement or obligation which is or might be inconsistent
      herewith or interfere with Licensee’s full enjoyment of the rights granted to
      Licensee hereunder; and

     

     

    (ii) Such
      Program (and all elements thereof), its title and any advertising or publicity
      mate-rials supplied by Licensor in connection therewith, do not and will not
      contain any language or material which is obscene, libelous, slanderous or
      defamatory and will not, when used as permitted hereunder, violate or infringe
      upon, or give rise to any adverse claim with respect to, any common-law or
      other
      right whatsoever (including, with-out limitation, any copyright, trademark,
      service mark, literary, dramatic, music or motion picture right, right of
      privacy or publicity, contract right or moral rights of authors) of any Person,
      or violate any law; and

     


    
      
        
 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (iii) Licensee
      shall have no obligation with respect to any fees or commissions to any agent
      or
      representative of Licensor or any performer; and payment to Licensor shall
      fully
      discharge Licensee of any payment obligation regarding each performer’s services
      hereunder; and

     

     

    (iv) Such
      Program has been produced in accordance with all applicable laws, regulations
      and collective bargaining agreements; and such Program (and each of the
      performances contained therein) is in all respects in compliance with all
      applicable laws, regulations and collective bargaining agreements;
      and

     

     

    (v) Licensor
      shall on a timely basis make all payments which may become due or payable under
      any applicable guild or union collective bargaining agreement or under any
      other
      contract by reason of the exhibition of such Program hereunder; and neither
      Licensee nor any Affiliated System or service with which Licensee does business
      shall have any responsibility or liability for any services, deferments,
      obligations or claims made for services provided or performed by, or rights
      granted to, any Person in connection with such Program, nor any responsibility
      or liability for the making of payments to or on behalf of any Person
      (including, without limitation, any union, guild, actor, writer, director,
      producer, craftsman, performer or governmental agency) by virtue of the use
      made
      of such Program hereunder, any trailer or other elements supplied by Licensor
      or
      any non-film material supplied by Licensor, all residual and other payments
      to
      any such Person being the sole responsibility and obligation of Licensor;
      and

     

     

    (vi) Licensor
      shall on a timely basis make all payments of all Program Taxes which may become
      due or payable; and neither Licensee nor any Affiliated System or service with
      which Licensee does business shall have any responsibility or liability for
      any
      Program Taxes in connection with such Program, nor any responsibility or
      liability for the making of payments to or on behalf of any governmental agency
      by virtue of the use made of such Program hereunder, any trailer or other
      elements supplied by Licensor or any non-film material supplied by Licensor,
      all
      such payments being the sole responsibility and obligation of Licensor;
      and

     

     

    (vii) Licensor
      has obtained all necessary music clearances and licenses (including, without
      limitation, music publishing and synchronization rights and licenses) and has
      made all payments required in connection therewith; and Licensor has obtained
      any and all necessary releases from the performers in such Program, and shall
      also be responsible for having adequately informed the audience that such
      Program is being recorded for commercial exploitation and distribution (and/or
      being distributed live for commercial exploitation and distribution, as the
      case
      may be), and for obtaining from any and all performers and participants
      (including audience members) all required releases of any right to be excluded
      from the final production; and

     

     

    (viii) The
      non-dramatic music performance rights necessary for the uses of such Program
      licensed hereunder (and for the uses of the advertising or publicity mate-rials
      suppliedby Licensor in connection therewith) are: (A)(I) controlled by American
      Society of Composers, Authors and Publishers or Broadcast Music, Inc. and (II)
      available for direct license by Licensee from the publisher(s) controlling
      such
      rights; (B) owned by or licensed to Licensor so that no additional clearance
      of,
      or payment with respect to, such rights is required for the uses of such Program
      licensed hereunder; or (C) in the public domain;
      and   

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (ix) The
      title
      of such Program as set forth in the Deal Terms is the same as that which appears
      on the Physical Materials and/or Signal and Backup Signal and advertising
      materials delivered hereunder with respect thereto; and the rating and content
      advisories for such Program as set forth in the Deal Terms are the same as
      the
      rating and content advisories that appear on all physical materials and
      advertising materials used in connection with the Exhibition of such Program
      hereunder or otherwise; and

     

     

    (x) Such
      Program is validly registered for copyright protection in the U.S. and will
      remain so protected during its License Period; and

     

     

    (xi) There
      are
      no claims, litigation or other legal proceedings pending or threatened relating
      to such Program or the rights granted herein; and

     

     

    (xii) The
      first
      day of the License Period for such Program is the date of the first Exhibition
      of such Program so as to be receivable within the Territory by any means or
      media. 

     

     

    (b) Licensee’s
      Warranties.
      Licensee represents and warrants to Licensor that Licensee is authorized and
      has
      the power to enter into and perform its obligations under this
      Agreement.

     

     

    8.    INDEMNIFICATION

     

     

    (a) Licensor
      assumes liability for, and shall indemnify, defend, protect, save and hold
      harmless Licensee and each member therein and division thereof, and their
      respective parents, subsidiary and affiliated divisions and companies,
      distributors, licensees and permitted assigns, and the respective shareholders,
      directors, officers, employees and agents of the foregoing (the “Licensee
      Indemnified Parties”) from and against any and all claims, actions, suits,
      costs, liabilities, judgments, obligations, losses, penalties, expenses or
      damages (including, without limitation, reasonable legal fees and expenses)
      of
      whatsoever kind and nature imposed on, incurred by or asserted against any
      of
      the Licensee Indemnified Parties, arising out of any breach or, solely with
      respect to third party claims, alleged breach by Licensor of any representation
      or warranty or covenant made, or obligation assumed, by Licensor pursuant to
      this Agreement. The provisions of this Section 8(a) shall apply, without
      limitation, to claims brought by Licensee against Licensor.

     

     

    (b) Licensee
      assumes liability for, and shall indemnify, defend, protect, save and hold
      harmless Licensor, its parents, subsidiary and affiliated companies, grantors
      and permitted assigns, and the respective shareholders, directors, officers,
      employees and agents of the foregoing (the “Licensor Indemnified Parties”) from
      and against any and all claims, actions, suits, costs, liabilities, judgments,
      obligations, losses, penalties, expenses or damages (including, without
      limitation, reasonable legal fees and expenses) of whatsoever kind and nature
      imposed on, incurred by or asserted against any of the Licensor Indemnified
      Parties, arising out of any breach or, solely with respect to third party
      claims, alleged breach by Licensee of any representation, warranty or covenant
      made, or obligation assumed, by Licensee pursuant to this Agreement. The
      provisions of this Section 8(b) shall apply, without limitation, to claims
      brought by Licensor against Licensee.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (c) In
      order
      to seek or receive indemnification hereun-der in cases involving third-party
      claims:

     

     

    (i) The
      party
      seeking indemnification (the “Indemnitee”) must have promptly notified the other
      (the “Indemnitor”) of any claim or litigation of which it is aware to which the
      indemnification relates; and

     

     

    (ii) With
      regard to any claim or litigation to which the Indemnitor itself is not a party,
      the Indemnitee must have afforded the Indemnitor the opportunity to participate
      in any compro-mise, settlement, litigation or other resolution or disposition
      of
      such claim or litigation.

     

     

    9.    BANKRUPTCY

     

     

    If
      either
      party hereto should:

     

     

    (a) file
      a
      petition, answer or consent seeking relief under Title 11 of the United States
      Code, as now constituted or hereafter amended (the “Bankruptcy Code”), or any
      other applicable Federal or State bank-ruptcy law or other similar law (“Any
      Bankruptcy Law”); or

     

    (b) consent
      or become subject to the institution of proceedings under Any Bankruptcy Law
      or
      to the filing of any petition thereunder or to the appointment of, or taking
      possession by, a receiver, liquidator, assignee, trustee, custodian,
      sequestrator or similar official of it or of any substantial part of its
      property; or

     

    (c) fail
      generally to pay its debts as such debts become due or otherwise become
      insolvent; or

     

    (d) take
      any
      corporate action in furtherance of any aforesaid action; or

     

    (e) 
      become
      the subject of a decree or order by a court having jurisdiction in the premises
      for relief in respect of it (and such decree or order shall continue unstayed
      and in effect for a period of sixty (60) consecutive days): (i) under Any
      Bankruptcy Law, (ii) appointing a receiver, liquidator, assignee, trustee,
      sequestrator or similar official of it or of any substantial part of its
      property, or (iii) ordering the winding-up or liquidation of its affairs;
      or

     

    (f) pursuant
      to Any Bankruptcy Law have its rights hereunder become exercisable by a trustee
      or debtor-in-possession who elects to reject this Agreement;

     

     

    the
      other
      party hereto shall, at its option, have the right to terminate this Agreement
      immediately by sending written notice of such termination, whereupon all such
      party’s obligations hereunder shall cease. In addition to any other rights and
      remedies available hereunder, if this Agreement is assumed in the course of
      either party’s bankruptcy case by a trustee or debtor-in-possession pursuant to
      Section 365 of the Bankruptcy Code (such party being herein referred to as
      the
“Bankrupt Party”), the other party hereto shall be entitled to recover as a part
      of the default to be cured by such trustee or debtor-in-possession any
      reasonable legal fees and expenses paid or incurred by such other party in
      attempting to remedy a breach by such Bankrupt Party hereunder prior to such
      Bankrupt Party’s filing of a petition under the Bankruptcy Code and/or in
      effecting an assumption of this Agreement by such Bankrupt Party’s trustee or
      debtor-in-possession.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    10.    CONFIDENTIALITY

     

     

    Neither
      Licensor nor Licensee shall disclose to any third party (other than their
      respective employees, in their capacity as such) any information with respect
      to
      the financial terms and provisions of this Agreement, nor shall Licensor
      disclose to any third party (other than its employees, in their capacity as
      such) any information to which Licensor or Licensor’s employees or auditors
      gains access in connection with the provisions of Section 3 hereof, except:
      (a)
      to the extent necessary to comply with law or the valid order of a court of
      competent jurisdiction, in which event the party making such disclosure shall
      so
      notify the other and shall seek confidential treatment of such information,
      (b)
      as part of its normal reporting or review procedure to its parent company,
      its
      partners, its auditors and its attorneys, provided, however, that such parent
      company, partners, auditors and attorneys agree to be bound by the provisions
      of
      this Section 10, and (c) in order to enforce its rights pursuant to this
      Agreement in a legal proceeding. In addition, Licensor shall not make, and
      shall
      not authorize, any press release or other announcement regarding the existence
      of this Agreement or any of the terms hereof without the prior written consent
      of Licensee.

     

     

    11. GENERAL
      PROVISIONS

     

     

    (a)     Assignment.
      This
      Agreement may not be assigned by Licensee or Licensor, either voluntarily or
      by
      operation of law, without the prior written consent of the other, and any such
      assignment shall not relieve the assignor of its obligations hereunder, except
      that Licensor may assign its rights to receive payments from Licensee, provided
      that: (i) a copy of such assignment is delivered to Licensee, (ii) Licensee
      shall not be obligated to make payments or disbursements to more than one
      entity, (iii) such assignment is duly acknowledged by an authorized officer
      of
      Licensor and (iv) a non-disturbance letter from such assignee satisfactory
      in
      form and substance to Licensee in its sole discretion is delivered to Licensee.
      Notwithstanding the foregoing, either Licensor or Licensee may assign this
      Agreement or any of its rights hereunder, without the other’s consent, to any
      entity with which it may be merged or consolidated or which acquires all or
      substantially all of its assets, provided that such entity with which it is
      merged or consolidated or which acquires all or substantially all its assets
      agrees in writing to assume all of its obligations under this Agreement. Any
      purported assignment or transfer by either party of any of its rights or
      obligations under this Agreement other than in accordance with the provisions
      of
      this Section 11(a) shall be void.

     

     

    (b)     Copyright.
      With
      respect to each Program, prior to the commencement of the License Period
      therefor, Licensor shall register, or cause to be registered, the copyright
      in
      such Program with the United States Copyright Office and, if the original
      copyright for such Program is not registered in Licensor’s name, evidence of the
      recordation in the Copyright Office of the transfer from the owner of the
      copyright in such Program to Licensor, directly or indirectly, of ownership
      of
      such rights granted to Licensee under this Agreement or such other evidence
      of a
      license of such rights to Licensor as Licensee shall deem satisfactory. Licensor
      shall execute such licenses, assignments and/or instruments as Licensee may
      from
      time to time deem necessary or desirable to evidence, maintain, protect, enforce
      or defend its right or title in or to each and any Program. Licensor hereby
      irrevocably appoints Licensee the true and lawful attorney-in-fact of Licensor
      to execute, verify, acknowledge and deliver any and all such licenses,
      assignments and/or instruments which Licensor shall fail or refuse to execute,
      verify, acknowledge or deliver and Licensor hereby acknowledges that such
      appointment is coupled with an interest.

     


    
      
        
 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (c)     Insurance.
      With
      respect to each Program, Licensor shall deliver to Licensee not later than
      the
      Delivery Date therefor, a valid certificate of insurance (satisfactory in form
      and substance to Licensee) evidencing the existence of the insurance coverage
      required in the Deal Terms, with a certified copy of the endorsement of
      insurance (also satisfactory in form and substance to Licensee) attached
      thereto. If Licensor fails to secure and maintain such insurance with respect
      to
      any Program, or if such coverage for such Program lapses for any reason, then
      without derogating from Licensee’s other rights and remedies hereunder or
      otherwise, Licensee may terminate this Agreement with respect to such Program,
      or, at its election, may itself obtain such insurance and require Licensor
      to
      reimburse Licensee for the cost thereof (it being acknowledged and agreed that
      Licensee may deduct all or a portion of the cost thereof from such License
      Fees
      as become payable hereunder in lieu of requiring reimbursement of such cost
      (or
      portion thereof, as the case may be), from Licensor). 

     

     

    (d)     Force
      Majeure.
      

     

     

    (i) Neither
      party hereto shall be liable to the other for any delay or default in or failure
      of, performance, including Licensee’s inability to transmit and exhibit any
      Program(s), which delay, default or failure results from any act, cause,
      contingency or circumstance beyond the control of such party (“Event of Force
      Majeure”), including, without limitation, any governmental action,
      nationalization, expropriation, seizure, embargo, regulation, order or
      restriction (whether federal or state), war (whether or not declared), civil
      commotion, disobedience or unrest, insurrection, public strike, riot or
      revolution, lack or shortage of or inability to obtain any labor, machinery,
      materials, fuel, supplies or equipment from normal sources of supply, strike,
      work stoppage or slow-down, lockout or other labor dispute, fire, flood, drought
      or other natural calamity, damage or destruction to plant, laboratory and/or
      equipment, satellite transmission failure, uplink and/or head end failure,
      or
      any other accident, condition, cause, contingency or circumstance (including,
      without limitation, acts of God) within or without the United States beyond
      the
      control of such party, and no such delay or default in, or failure of
      performance shall constitute a breach by either party hereunder. The License
      Period and any time period specified herein for the performance of any party
      of
      any act hereunder shall be extended by the period of any delay caused by an
      Event of Force Majeure. Licensor shall promptly notify Licensee of any Event
      of
      Force Majeure which may delay or prevent Licensor’s full performance and will
      keep Licensee advised regarding the status thereof. 

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    (ii) Without
      limiting the generality of the foregoing, Licensee shall not be in breach of
      this Agreement if any Program (or a significant portion of any Program, as
      determined by Licensee) is not transmitted or delivered: (A) to the Studio
      for
      any reason beyond Licensor’s control; or (B) from the Studio to Program
      Subscribers for any reason beyond the control of Licensee or any Affiliated
      System; or (C) if the initial broadcast of such Program runs longer than the
      running time provided for in the Deal Terms, and any Affiliated System’s
      addressable controllers shut off such Program. In addition, in the event of
      any
      occurrence described in the immediately preceding clauses (A) or (B), Licensee
      shall have no liability to make payments hereunder. In the event of any
      occurrence described in the immediately preceding clause (C), Licensee and/or
      the Affiliated Systems may make appropriate adjustments (as determined by
      Licensee and/or the Affiliated Systems) in the pay-per-view fees to be paid
      by
      Program Subscribers for such Program, and Licensee shall notify Licensor of
      any
      such adjustments as soon as practicable. In addition, Licensee shall promptly
      notify Licensor if any event occurs which may preclude Licensee from receiving
      payments from the Affiliated Systems. Without limiting Licensee’s rights and
      remedies hereunder or otherwise, promptly upon Licensee’s request, Licensor
      shall refund any amount paid by Licensee to Licensor with respect to those
      Affiliated Systems that are providing refunds or credits to Program Subscribers
      for such Program(s).

     

     

    (e) Captions.
      The
      titles of the sections
      of this
      Agreement are for convenience only and shall not in any way affect the
      interpretation of this Agreement.

     

     

    (f) No
      Waiver.     (i)     No
      course
      of dealing between the parties shall operate as a waiver of any of either
      party’s rights under this Agreement. No delay or omission on the part of either
      party in exercising any right under this Agreement shall operate as a waiver
      of
      such right or any other right hereunder. No waiver shall be binding against
      the
      party asserted to have made such waiver unless it is in writing and signed
      by
      one otherwise authorized to execute this Agreement on behalf of such waiving
      party. A waiver by either party of any of the terms or conditions of this
      Agreement in any instance or a waiver by either party of any breach of this
      Agreement shall not be deemed or construed to be a waiver of such terms or
      conditions for the future or a waiver of any subsequent breach hereof. All
      reme-dies, rights, undertakings, obligations and agreements contained in this
      Agreement shall be cumulative, and none of them shall be in limitation of any
      other remedy, right, undertaking, obligation or agreement of either
      party.

     

     

    (ii)     Notwithstanding
      anything to the contrary set forth herein, in the event that this Agreement
      is
      executed and delivered subsequent to any date on which Licensor is required
      to
      deliver any item or take any action hereunder, the date by which such delivery
      or action is required to take place shall be delayed to the date five (5)
      business days after the execution and delivery of this Agreement.

     

     

    (g) Choice
      of Law.
      This
      Agreement and all matters or issues collater-al hereto shall be governed by
      the
      laws of the State of New York applicable to contracts entered into and to be
      fully performed therein.

     

     

    . 

     


    
      
         

      

      
        
        

        
          

        

      

      
        
        

      

    


    (h) Survival

     

    (i) All
      representations and warranties contained in this Agreement or made in writing
      by
      either party in connection herewith shall survive the execution and delivery
      of
      this Agreement and any investigation made by Licensee or Licensor or on their
      respective behalves, and such representations and warranties shall remain in
      effect so long as the party making such representations and warranties continues
      to have obligations hereunder.

     

     

    (ii) The
      provisions of Sections 7, 8, 10 and 11 shall survive the termination of this
      Agreement.

     

     

    (i) Merger.
      This
      Agreement constitutes the entire agreement between Licensor and Licensee with
      respect to the licensing by Licensee of the Programs during their respective
      License Periods hereunder, replaces and supersedes all previous agreements
      and
      understandings whether written or oral pertaining thereto, and may be changed
      or
      modified only by an agreement in writing signed by Licensor and
      Licensee.

     

     

    (j) Equitable
      Relief.
      Licensor agrees that in addition to any other right or remedy granted Licensee
      hereunder, Licensee shall be entitled to injunctive and other equitable relief
      against Licensor to prevent any breach by Licensor of the provisions of Section
      2, Section 4 and/or Section 10 of these Standard Terms and Conditions. Resort
      by
      Licensee to equitable relief, however, shall not be construed as a waiver by
      Licensee of any other rights or remedies Licensee may have against Licensor
      for
      damages or otherwise. It is expressly understood and agreed that in the event
      Licensee breaches any provision of this Agreement, the damage, if any, caused
      Licensor thereby will not be irreparable or otherwise sufficient to entitle
      Licensor to injunctive or other equitable relief. Licensor acknowledges that
      Licensor’s rights and remedies in any such event shall be strictly limited to
      the right, if any, to recover damages in an action at law, and Licensor shall
      not be entitled by reason of any such breach to rescind this Agreement, or
      to
      restrain Licensee’s exercise of any of the rights granted to Licensee hereunder,
      or to enjoin or restrain the Exhibition of any version of any Program hereunder,
      or any advertising, publicity or promotion in connection therewith.

     

     

    (k) Severability.
      If any
      provision of this Agreement shall, for any reason, be held to be invalid,
      illegal or unenforceable in any respect in any jurisdiction, such invalidity,
      illegality or unenforceability: (i) shall not affect any other provision of
      this
      Agreement, but this Agree-ment shall be construed as if such invalid, illegal
      or
      unenforce-able provision had never been contained herein, and (ii) shall affect
      neither such provision nor this Agreement in any other jurisdiction. If,
      moreover, any restriction or other provision of this Agreement shall for any
      reason be held to be too broad as to duration, geographical scope, activity
      or
      subject, it shall be construed by limiting and reducing such provision or
      restriction so as to be enforceable to the extent compatible with applicable
      law, the parties hereby agreeing that said restrictions and other provisions
      of
      this Agreement are fair and reasonable as at the date hereof. The parties shall
      endeavor in good faith negotiations to replace the invalid, illegal or
      unenforceable provisions with valid provisions the economic effect of which
      comes as close as possible to that of the invalid, illegal or unenforceable
      provisions.

     

     

    (l) Independent
      Contractors.
      Licensor and Licensee are independent contractors with respect to each other.
      Nothing herein shall create any association, partnership, joint venture,
      fiduciary or agency relationship between them. Nothing contained herein shall
      be
      deemed to create a specific fund of any Gross Receipts or Licensor’s share
      thereof, or with respect to any other sums, or to give Licensor a lien on the
      rights granted to Licensee or the proceeds derived by Licensee from the exercise
      of such rights or to preclude Licensee from commingling any Gross Receipts
      with
      other monies, and Licensor waives any right to claim to the contrary. Without
      limiting the generality of the foregoing, Licensee shall have no fiduciary
      obligation to Licensor, and Licensee shall not be deemed to have received any
      sums as an agent or fiduciary for Licensor’s account.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (m) No
      Representation.
      Nothing
      contained in this Agreement shall obligate Licensee to exercise any or all
      of
      Licensee’s rights hereunder or to release, distribute or exploit any Program(s)
      or any part thereof in any form or medium, all such decisions being in
      Licensee’s sole discretion. Licensee has not made and shall not be required to
      make any representations or promises regarding the number of Program Subscribers
      who will order any Program, the amount of Gross Receipts which will be derived
      therefrom, or Licensor’s share of such Gross Receipts.

     

     

    (n) No
      Third Party Beneficiaries.
      Except
      as expressly provided to the contrary in Section 8 of these Standard Terms
      and
      Conditions, this Agreement is not for the benefit of any third party and shall
      not be deemed to give any right or remedy to any such party whether referred
      to
      herein or not.

     

     

    (o) Consent
      to Jurisdiction.
      Licensor hereby: (i) agrees that any litigation, action or proceeding arising
      out of or relating to this Agreement may be instituted in any state or federal
      court in the City of New York, (ii) waives any objection which it might have
      now
      or hereafter to the venue of any such litigation, action or proceeding, (iii)
      irrevocably submits to the jurisdiction of any such court in any such
      litigation, action or proceeding and (iv) waives any claim or defense of
      inconvenient forum. Licensor hereby consents to service of process by registered
      mail, return receipt requested, at Licensor’s address set forth in or pursuant
      to the Notices
      provision of the Deal Terms and expressly waives the benefit of any contrary
      provision of foreign law.

     

     

    (p) Successors
      and Assigns.
      Subject
      to the provisions of Section 11(a) of these Standard Terms and Conditions,
      this
      Agreement shall inure to the benefit of each of the parties’ successors and
      assigns.

     

     

    (q) Joint
      Participation in Drafting this Agreement.
      The
      parties acknowledge and confirm that each of their respective attorneys have
      participated jointly in the drafting, review and revision of this Agreement
      and
      that each party has had the benefit of its independent legal counsel’s advice
      with respect to the terms and provisions hereof and its rights and obligations
      hereunder. Each party hereto stipulates and agrees that the rule of construction
      to the effect that any ambiguities are to be or may be resolved against the
      drafting party shall not be employed in the interpretation of this Agreement
      to
      favor any party against another and that no party shall have the benefit of
      any
      legal presumption or the detriment of any burden of proof by reason of any
      ambiguity or uncertain meaning contained in this Agreement.

     

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

    to

    Agreement
      dated as of February 6, 2007

    by
      and
      between NUTECH DIGITAL, INC. (“Licensor”)

    and
      iN
      DEMAND L.L.C. (“Licensee”)

    


    SD
      Physical Materials

    


    *Any
      tape
      not conforming to the above specifications will be returned for
      re-duplication.

    


    


    Basic
      Format:
      Digital
      Beta frame panned and scanned scene-to-scene color-corrected NTSC master
      conforming to all SMPTE standards. Video level is not to exceed 100 IRE. Chroma
      level is not to exceed 110 IRE.

    


    Audio
      Configuration:
      Each
      master must have four channels of audio as follows:

    Channel
      1: Stereo/English/Left (or mono-mix)

    Channel
      2: Stereo/English/Right (or mono-mix)

    Channel
      3: Stereo/Spanish/Left (or mono-mix or English)

    Channel
      4: Stereo/Spanish/Right (or mono-mix or English)

    


    **Music
      & effect (M&E) is not an option for channels 3 & 4**

    


    


    Time
      Code:
      Continuous drop-frame time code on address track

    


    Color
      Bars and Dolby Tone: 00:58:30.00 - 00:59:30.00

    Start
      of
      Program: 01:00:00.00

    


    Rating
      and Content Advisories: With
      the exception of 2257 Notices
      (further
      detail below) Rating and Content Advisories are provided. All taping disclaimers
      such as FBI warnings and ratings should appear before 01:00:00.00 time code
      mark, eliminate slate if necessary. Note: “Reformatted to Fit Screen” slate is
      considered part of the feature and should be dubbed AFTER the 01:00:00.00 time
      code mark.

    


    18
      U.S.C. 2257 Compliance Notice:
      If the
      event and/or feature (Program) contains sexually explicit conduct, whether
      actual or simulated, a statement describing the location of 2257 Compliance
      Records must
      be
      affixed to every copy of the Program provided. The statement needs to be
      displayed during the end credits, or if there are no end credits, within one
      minute from the start of the program (after the 01:00:00:00 time code mark)
      and
      before the opening scene. The notice must be displayed long enough to read.
      The
      typeface must be no less than 12-point font, or no smaller than the
      second-largest typeface on the material and in a color that clearly contrasts
      with the background color of the material. 

    


    Closed-Captioning:
      Closed-captioning must be provided, and must be provided in line 21, field
      1 of
      the Vertical Blanking Interval.

    


    Time
      Compression:
      At
      Licensee’s request, the master delivered hereunder shall be time-compressed (at
      Licensor’s cost).

     


    
      
        
 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    EXHIBIT
      B
      (continued)

    


    Overlapping
      Reels:
      If the
      program is being provided on multiple Digital Beta cassettes, 10 full minutes
      (10:00) of overlapping material (pad) must be provided from one reel to
      another.

    


    BOX
      LABEL INFORMATION:

    1.
      Title

    2.
      Reel #
      __ of __

    3.
      Version Rating

    4.
      Time
      Code In of Audio/Video

    5.
      Time
      Code Out of Audio/Video

    6.
      Reel
      Duration

    7.
      Program Duration

    8.
      Audio
      Configuration (Stereo/Mono)

    9.
      Dolby
      (Yes/No)

    10.
      Closed-Captioned (Yes/No)

    11.
      Second Language (Yes/No)

    


    

      

        
          	
                  Event
                    Delivery:

                	
                  Comcast
                    Media Center

                
	
                   

                	
                  4100
                    E. Dry Creek Road

                
	
                   

                	
                  Littleton,
                    Colorado 80122

                
	
                   

                	
                  Attention:
                    Dave Corpuz - Lead Coordinator/PPV 

                
	 	
                  Telephone:
                    (303) 486-3853

                
	 	
                  Telecopier:
                    (303) 267-7145

                


        

      



    

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



     

    EXHIBIT
      C

     

    to

    Agreement
      dated as of February 6, 2007

    by
      and
      between NUTECH DIGITAL, INC. (“Licensor”)

    and
      iN
      DEMAND L.L.C. (“Licensee”)

    


    HD
      Physical Materials

     

    With
      respect to each Program, Licensor shall deliver to the Transfer House the
      Physical Materials set forth below, free of scratches, splices and all encoding
      technologies, including, without limitation, any technology which would prevent
      copying or duplication by recipients of such Program hereunder but excluding
      such encoding technologies as Licensee may otherwise request hereunder,
      conforming to the English language version of such Program that was theatrically
      released in the United States and, if different, each version of such Program
      that was distributed by means of Home Video Device in the United
      States.

    


    The
      following are the technical specifications for the Physical Materials for each
      Picture:

    *
      Any
      tape provided not conforming to the below specifications will be returned for
      re-duplication.

    


    


    Basic
      Format:
      HDCAM
      cassette master in 1080i HD (16:9 Ratio) format conforming to all relevant
      SMPTE
      standards. Video frame rate must be 29.97
      (frames
      per
      second).

    


    Minimum
      and Maximum Video Levels (using component format of “Y Pb Pr” or “Y Cb
      Cr”:

    Luma
      (Y):  0
      IRE (0
      mV) to 100 IRE (700 mV)

    Chroma
      (Cb Cr): With
      50
      IRE (350 mV) as a reference,

    0
      IRE (0
      mV) to 100 IRE (700 mV)

    


     

    Audio
      Configuration::
      

     

    Stereo/PCM
      -
      

     

    If
      provided as a surround or stereo mix, each master MUST have 2 pairs of audio
      as
      follows:

     

    AES
      Pair
      1: English Lt/Rt Surround Matrix or Stereo Left/Right 

    AES
      Pair
      2: Spanish Lt/Rt Surround Matrix or Stereo Left/Right (If Spanish is NOT
      available, English audio (duplicate of AES Pair 1) must be provided.


     

    *Both
      audio pairs must contain a full program mix. Music and effects (M/E) must not
      be
      provided.

     

    Dolby
      Digital 5.1 

     

    AES
      Pair
      1: English Lt/Rt Surround Matrix or Stereo Left/Right

    AES
      Pair
      2: Dolby E (5.1+2 mode)

    


    Dolby
      E must be provided on the 2nd
      audio pair (AES Pair 2) of the HDCAM cassette as follows:

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Channel
      1
      - Left (English)

    Channel
      2
      - Right (English)

    Channel
      3
      - Center (English)

    Channel
      4
      - Low Frequency Effects (LFE) (English)

    Channel
      5
      - Left Surround (Rear) (English)

    Channel
      6
      - Right Surround (Rear) (English)

    Channel
      7
      - Spanish* (or English) Lt/Rt Surround Matrix (or Stereo Left)

    Channel
      8
      - Spanish* (or English) Lt/Rt Surround Matrix (or Stereo Right)

     

    *If
      Spanish is NOT available, English Surround Lt/Rt or Stereo L/R audio must be
      provided. 

     

    Dolby
      E
      Specifications:

     

    
      	 	
              ·

            	
              Dolby
                Digital Metadata Creation: 

            


    

    Dolby
      Digital (AC-3) Metadata creation/insertion must follow standard Dolby practices.
      The Dolby DP571 “E” encoder is capable of generating Dolby Digital (AC-3)
      metadata and embedding this data into the Dolby E encoded audio bitstream.
      Upon
      Dolby E decoding, this metadata is forwarded to the Dolby Digital (AC-3)
      emissions encoder and will be applied to the Dolby Digital (AC-3) bitstream
      on a
      program by program and continuous basis. 

    


    *Also
      note that the Dolby DP570 Multichannel Audio Tool is also capable of generating
      Dolby Digital (AC-3) Metadata to feed to a Dolby DP571 “E”
Encoder. 

    


    
      	 	
              ·

            	
              Dialog
                Normalization (dialnorm) Value:

            


    

    Dialog
      Normalization is a feature of Dolby Digital (AC-3) that normalizes the
      reproduction level of the overall program. Correctly used, this feature
      eliminates the need for the viewer to frequently adjust the volume control
      to
      compensate for perceived loudness differences from program to
      program.

    


    In
      general there are no default settings for dialnorm.
      The
      value depends on the nature of the program, and in the context of mixed
      programming it is essential for this value to be set correctly for each program.
      

    


    Dolby
      recommended dialogue measurement techniques must be followed for each Dolby
      E
      bitstream. The Dialog Normalization value shall be determined by measuring
      the
      dialogue level (i.e. center channel dialogue in a 5.1 program) with the Dolby
      LM100 Broadcast Loudness Meter or an equivalent Leq(A) meter. The measured
      dialogue level value should then be entered in the DP571 Dolby E Encoder as
      part
      of the metadata authoring process for the final Dolby E encode.

    


    
      	 	
              ·

            	
              Dynamic
                Range Control:

            


    

    The
      RF
      Overmodulation Protection metadata parameter shall be set to
“disabled”.

    


    The
“Film
      Standard” Dynamic Range Compression Profile shall be the default profile for
      both Line Mode and RF Modes.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    All
      other
      metadata parameter settings/values shall follow standard Dolby practices and
      also conform to the standard for which the movie was mixed to.

    


    
      	 	
              ·

            	
              Lip
                Sync Requirements:

            


    

     

    When
      a
      Dolby E bitstream is encoded and placed on the tape, the Dolby E track (on
      tape)
      shall be 1 Frame early to allow for decoder delay. No internal delays shall
      be
      removed or added to the tape machine (if applicable). This can be accomplished
      by advancing the source audio 2 frames when Dolby E encoding.

    


    


    Minimum
      and Maximum Audio & Dialogue Levels:

    Reference
      levels (i.e. amplitudes) are required as per SMPTE RP155 recommendation. Note:
      -20 dBFS digital is equivalent to +4 dBu in the analog domain, where +4dBu
      is
      equivalent to 0VU.

    


    Program
      peak levels shall not exceed -5 dBFS (digital) or +19 dBu (analog)

    


    Spoken
      dialogue levels shall be between -26 and -29 dBFS Leq(A) (digital). Note: VU
      style meters are not A-weighted. Dialogue measurement results using VU style
      meters can only be considered an approximation of true Leq(A)
      measurement.


    


    Time
      Code:
      Continuous drop-frame time code on address track

    


    Color
      Bars and Dolby Tone: 00:58:30.00 - 00:59:30.00

    Start
      of
      program: 01:00:00.00

    


    Rating
      and Content Advisories:
      Rating
      and Content Advisories are provided. All taping disclaimers such as FBI warnings
      and ratings should appear before 01:00:00.00 time code mark, eliminate slate
      if
      necessary.

    


    Closed-Captioning:
      Closed-captioning (EIA 708) must be provided on Line 9, and adhere to SMPTE
      333M, 334M, and 291M where applicable.

    


    Time
      Compression:
      At
      Licensee’s request, the master delivered hereunder shall be time-compressed (at
      Licensor’s cost).

    


    Segmenting
      Programs:
      If the
      program is provided is multiple segments, 10 full seconds (00:10) of black
      with
      no audio must be provided between each segment.

    


    Overlapping
      Reels:
      If the
      program is being provided on multiple HDCAM cassettes, 5 full minutes (5:00)
      of
      overlapping material (pad) must be provided from one reel to
      another.

     

    Cut
      Sheet: Written
      documentation must be provided with each HDCAM cassette, detailing the following
      information: 

    


    
      	
              1.

            	
              Program
                Title

            


    

    
      	
              2.

            	
              Reel
                # __ of __

            


    

    
      	
              3.

            	
              Version
                Rating

            


    

    
      	
              4.

            	
              Time
                Code In of Audio/Video 

            


    

    
      	
              5.

            	
              Time
                Code Out of Audio/Video 

            


    

    
      	
              6.

            	
              Segment
                Information (if applicable)

            


    

    
      	 	
              ·

            	
              Time
                Code In of Audio/Video for each
                segment

            


    

    
      	 	
              ·

            	
              Time
                Code Out of Audio/Video for each
                segment

            


    

    
      	 	
              ·

            	
              Time
                Duration for each segment

            


    

    
      	
              7.

            	
              Reel
                Duration

            


    

    
      	
              8.

            	
              Program
                Duration 

            


    

    
      	
              9.

            	
              Audio
                Configuration (Dolby
                E/Surround/Stereo)

            


    

    
      	
              10.

            	
              Closed-Captioned
                (Yes/No)

            


    

    
      	
              11.

            	
              Second
                Language (Yes/No)

            


    

    
 

    Delivery:  iN
      DEMAND

              4100
      E. Dry Creek Road

                                                 
      Littleton,
      Colorado 80122

                                                
      Attention:
      John Schultz

                                                
      iN
      Demand Broadcast Operations

                                                
      Telephone:
      (303) 712-3374 / Fax: (303) 712-3366

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      D

    to

    Agreement
      dated as of February 6, 2007

    by
      and
      between NUTECH DIGITAL, INC. (“Licensor”)

    and
      iN
      DEMAND L.L.C. (“Licensee”)

    


    Advertising
      Materials

    


    Licensor
      shall deliver, at no cost to Licensee, the following advertising and promotional
      materials with respect to each version of each Program:

    


    (i) Camera-ready
      customizable ad slicks in various sizes;

    
      	 	
              (ii)

            	
              Camera-ready
                logo artwork for program guides and
                billstuffers

            


    

    
      	 	
              (iii)

            	
              35mm
                color slides and black and white 8x10
                stills;

            


    

    
      	 	
              (iv)

            	
              Press
                kits including biographies of the performers, copylines, storylines,
                telemarketing scripts and on hold
                messages;

            


    

    
      	 	
              (v)

            	
              at
                least two (2) 30-second video spots and, if available, one 60-second
                video
                spot; and

            


    

    
      	 	
              (vi)

            	
              radio
                spots, posters and premium items.

            


    

    


    Without
      limiting Licensee’s rights and remedies hereunder or otherwise, if Licensor
      fails to deliver any of the foregoing items to Licensee on a timely basis and
      Licensee incurs any expenses to compensate for Licensor’s failure to deliver any
      of the items or failure to make timely delivery, Licensor shall reimburse all
      of
      Licensee’s reasonable out-of-pocket costs therefor.