December 30, 1942

Mr. Felix Ferry
Hotel Waldorf-Astoria
50th Street & Park Avenue
Room 2304
New York City

Re: "FREGOLI" by Geza Herczeg, Rudolf Oesterreicher &
Robert Katscher

Dear Mr. Ferry:

This is to confirm our understanding whereby you are granted the sole and exclusive
right to acquire the stage and the motion picture rights of the above play
within four (4) weeks from today at terms and conditions to be mutually agreed
upon.

Should you exercise your option within the four weeks' period, you shall have the right to have the play adapted to the requirements of the American stage and screen and to produce and present or cause to be produced and presented the adapted version within twelve (12) months from the date of your exercising of your option.

Should you not exercise your option then in that event all rights shall revert to
the authors of said play whom I represent.

This is our entire understanding and your signature under the word "Accepted" shall
constitute this an agreement between us.

Accepted:
Felix Ferry

December 30, 1942

Re: "FREGOLI" by Geza Herczeg, Rudolf Oesterreicher &
Robert Katesher

Dear Mr. Ferry:

Should you not exercise your option then in that event all rights shall revert to
the authors of said play who I represent.

Accepted:

COPY.

LONDON FILM PRODUCTIONS LTD.
London W.1.
22 Grosvenor Street.

6th December 1934.

M. Bernhard Herzmansky,
Messrs. Ludw. Doblinger,
Wien I.
Dorotheergasse 10.

Dear Sir:-

We have pleasure in confirming the Agreement made today between yourself and Mr. Alexander Korda on behalf of this Company for the purchase of certain rights in a musical play named "FREGOLOI", the book of which is by Geza Herczeg and Rudolph Oesterreicher and the music of which is by Robert Katscher. They are as follows:-

1. IN CONSIDERATION of the sum of £1250 (Twelve hundred and fifty pounds) payable as to £500 (five hundred pounds) forthwith (the receipt of which you do hereby acknowledge) and as to £750 (seven hundred and fifty pounds) by a draft upon Vienna for Austrian shillings equivalent to that sum you hereby grant to the Company:-

a) The sole and exclusive talking motion picture rights in the said musical play together with the television and any further rights whether or not now known.

b) The sole and exclusive right for dramatic presentation of the said musical play throughout the British Empire.

c) The sole and exclusive right for dramatic presentation of the said musical play throughout the United States of America.

2. THE said sum of £1250 (twelve hundred and fifty pounds) shall be deemed to be allocated as to £500 (five hundred pounds) in consideration of the motion picture rights and as to £750 (seven hundred and fifty pounds) in consideration of and as an advance upon the royalties derived from the production of the play in the United States of America.

3. IN FURTHER consideration of the motion picture rights the Company shall pay you the sum of £750 (seven hundred and fifty pounds) upon the first day of shooting of the intended motion picture (but in no event later than the 1st January 1936) and a further sum of £500 (five hundred pounds) upon the last day of shooting of the intended motion picture (but in no event later than the 1st April 1936).

4. IN FURTHER CONSIDERATION of the sole and exclusive dramatic rights for the British Empire a sum equivalent to 3% (three per cent) of the royalties derived from the production of the play. In the

event that the weekly takings exceed £2000 in any week in any one place the Company shall pay you 4% (four per cent) off all sums received over and above £2000 (two thousand pounds) in such place.

In the event that there be more than one hundred performances of the play when produced in London the Company shall pay you a further sum of £500 (five hundred pounds).

5. IN FURTHER CONSIDERATION of the sole and exclusive dramatic rights for the United States of America the Company shall pay you 66-2/3rd% (sixty six and two thirds per cent) of the royalties derived from the production of the play in the United States of America. In the event that the royalties derived by the Company be less than 5% (five per cent) the Company shall pay you with no deductions all sums received by it from the production.

In the event that there be more than one hundred performances of the play in New York the Company shall pay you a further sum of £750.- (seven hundred and fifty pounds)

In the event that the Company fail to produce the play or cause it to be produced in New York before the 1st April 1937 all the rights of dramatic presentations in the United States of America revert to yourself without prejudice to any payments that may have been made to you therefor.

6. IT IS UNDERSTOOD and agreed that you do not hereby transfer to the Company any of the little performing rights in the said play.

7. ALL AND ANY sums due to you hereunder shall be paid at the option of the Company either in sterling or in Austrian Shillings equivalent to the respective sterling sum due at the rate of ex-change current upon the day when such sums become due to you.

8. THE COMPANY undertakes in connection with the intended motion picture *nm* that it shall give due publicity and screen credit to the authors and composers of the play. In the event that further or alternative music be required for production of the intended motion picture this Company will seek the collaboration of Mr. Robert Katscher.

9. YOU HEREBY warrant that you are fully authorized on behalf of the Authors and Composers to conclude this agreement and you further indemnify and hold the Company harmless for any claim that be made against it by reason of the material hereby conveyed to the Company.

10. THE COMPANY is at liberty to assign all the benefits conveyed by this agreement or any portion thereof.

11. ALL AND ANY payments made to you hereunder shall be deemed to be absolute payments and irclaimable by the Company except in the event of any breach of your arranty or idemnity contained in paragraph 9 hereof.

2.

12. ALL AND ANY SUMS accruing from the exploitation of the
mechanical rights in English speaking countries, sheet music Rights
shall be divided as to 50% (fifty per cent) each to the parties hereto

13. THIS letter agreement is made pending a final agreements to be
executed by the parties hereto, which final agreement will incorporate
all of the above terms and be cast in the Company's standard form
of agreement for the purchase of copyrights and rights of reproduction

Would you be good enough to express your acceptance
of the above terms by signing the carbon copy of this letter across
the sixpenny stamp at the foot thereof.

London Film Productions Ltd.,