A SYSTEM'S
OPERATING AREA TO THIRD PARTY DISTRIBUTORS OF CABLE TELEVISION PROGRAMMING OR
SERVICES TO SMATV, MDS, MMDS, TVRO OR OTHER DISTRIBUTION METHODS. DURING THE
TERM, EACH SYSTEM SHALL HAVE THE RIGHT TO DISTRIBUTE THE SERVICE ON A [***]
BASIS TO MULTIPLE UNIT DWELLING COMPLEXES, INCLUDING, WITHOUT LIMITATION,
APARTMENT COMPLEXES, CONDOMINIUMS, COOPERATIVES, HOTELS AND MOTELS.
(C)
ADDITION AND DELETION OF SYSTEMS. AFFILIATE
SHALL HAVE THE UNILATERAL RIGHT AT ANY TIME AND FROM TIME TO TIME DURING THE
TERM TO ADD OR DELETE SYSTEMS, BY GIVING PRIOR WRITTEN NOTICE TO NETWORK; SUCH
DELETIONS SHALL BE EFFECTIVE [***] AFTER THE DATE OF SUCH NOTICE TO NETWORK AND
SUCH ADDITIONS SHALL BE EFFECTIVE AS OF THE DATE SPECIFIED IN THE NOTICE. THE
DIVISION OF AFFILIATE IN CHASWORTH, CALIFORNIA, WHICH ENTERED INTO AN AGREEMENT
WITH NETWORK ON
, 1999, MAY, AT ITS OPTION, TERMINATE ITS
AGREEMENT WITH NETWORK AND BECOME A SYSTEM UNDER THIS AGREEMENT.
3.
TERM
The term of this Agreement shall be [***], commencing upon the Effective Date
(the "Term").
4.
CONTENT OF THE SERVICE
(A)
SERVICE DESCRIPTION. THE SERVICE SHALL
CONSIST AT ALL TIMES SOLELY OF [***] ADULT FILMS, EVENTS AND PROGRAMS THAT
DEPICT [***] AND [***] SITUATIONS, AND SHALL NOT DEPICT [***]. THE SERVICE
SHALL, AT ALL TIMES DURING THE TERM ADHERE TO AND COMPLY WITH THE DEFINITION
CONTAINED IN SECTION 1(A) OF THIS AGREEMENT AND WITH THE [***] EDITING AND
CONTENT STANDARDS DESCRIBED IN EXHIBIT B AND SHALL CONSIST OF PROGRAMMING
SIMILAR IN ALL MATERIAL RESPECTS, TO THAT DESCRIBED ON THE PROGRAM SCHEDULE
ATTACHED HERETO AS EXHIBIT C. THE PROGRAMMING INCLUDED IN THE SERVICE SHALL BE
[***] (OR "[***]") IN THE DEGREE OF EXPLICITNESS OF PROGRAMMING CURRENTLY
FEATURED ON COMPETING ADULT SERVICES CABLE TELEVISION SERVICES SUCH AS [***] AND
[***]. THE SERVICE SHALL NOT INCLUDE: (I) ANY "[***]" OR ANY PROGRAMMING
CONSTITUTING THE DIRECT ON-AIR [***]; (II) ANY [***]; OR (III) ANY [***] FOR
[***] OR ANY OTHER SIMILAR SERVICES. NETWORK AGREES THAT, DURING EACH [***] OF
THE TERM, IT SHALL SEND [***] COPY OF ITS [***] PROGRAM SCHEDULE, TO THE EXTENT
AVAILABLE, TO AFFILIATE, IN CARE OF: DIRECTOR OF PROGRAMMING.
(B)
VERTICAL BLANKING INTERVAL. NETWORK
REPRESENTS THAT ALL OF THE SIGNAL DISTRIBUTION CAPACITY CONTAINED WITHIN THE
ANALOG BANDWIDTH OF THE SIGNAL FOR THE SERVICE AND THE APPROPRIATE EQUIVALENT
PORTION OF THE DIGITAL SIGNAL FOR THE SERVICE (INCLUDING, WITHOUT LIMITATION, AN
MPEG PRIVATE DATA STREAM) (OTHER THAN TRADITIONAL TELEVISION VIDEO AND AUDIO
SIGNALS), INCLUDING, WITHOUT LIMITATION, THE VERTICAL BLANKING INTERVAL AND
AUDIO SUBCARRIERS AND ANY OTHER PORTIONS OF THE BANDWIDTH THAT MAY BE CREATED OR
MADE USEABLE AS A RESULT OF THE DIGITIZATION OR COMPRESSION OR OTHER NON-ANALOG
FORMATTING OF THE SIGNAL (COLLECTIVELY, "NON-TRADITIONAL AND VBI SIGNALS"), IS
NOT ESSENTIAL TO OR A PART OF THE SERVICE OR NECESSARY FOR THE DELIVERY OR
3
Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act.
Omitted information, marked "[***]" in this