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Exhibit 10.7
SETTLEMENT AGREEMENT
This Agreement is entered into by and among Xxxx X. Xxxxx ("Xxxxx"),
National Media, Inc., a dissolved Florida corporation ("Media"), Buffalo Xxx
Enterprises, Inc., a Florida corporation ("BBE"), VidKid Distribution, Inc., a
Florida corporation ("VidKid") and Realm Production and Entertainment, Inc., a
Florida corporation ("Realm").
RECITALS
A. The parties have entered into numerous written agreements regarding
services to be performed for VidKid or Realm by Xxxxx, BBE and Xxxxxx X. Xxxxx
who is now deceased.
B. The Agreements also provided for Xxxxx, Media and BBE to transfer any
ownership interest they had in one hundred thirty episodes of the Howdy Xxxxx
Show which are described on Attachment A (the "Tapes") to VidKid.
C. Over the past several months, Xxxxx and Media have been involved in
litigation with Madison Sports and Entertainment, Inc. ("Madison") over the
ownership of the Tapes.
D. At this point, although the time periods for appeal have not yet expired,
orders have been entered by the Broward County Circuit Court granting ownership
in the Tapes to Xxxx X. Xxxxx. Madison has brought appeals from these orders
which are currently pending (the "Appeals").
E. VidKid had entered into an agreement with Madison for the purchase of the
Tapes. Madison was unable to perform under that agreement due to the lawsuit by
Xxxxx and Media.
F. VidKid has planned to exploit the Tapes in connection with the 50th
anniversary of the Howdy Xxxxx Show and can not go forward without clear title
to the Tapes.
G. All of the parties wish to resolve all of their outstanding
responsibilities to each other by Xxxxx, Media and BBE conveying any ownership
rights they may have in the Tapes to VidKid in exchange for the payments
provided for in this Agreement.
In consideration of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
parties, the parties agree as follows:
1. The above recitals are true and correct and are incorporated herein.
2. Xxxxx, Media and BBE assign and convey to VidKid all of their right,
title and interest in and to the Tapes.
3. The parties agree to terminate the rights and obligations of the
parties described in the "Agreement as of February 11, 1998" by and among
VidKid, Xxxxx, Media and Xxxxxx X. Xxxxx (now deceased) as well as the
Independent Contractors Agreement dated as of October 21, 1997 by and among
VidKid and BBE pertaining to the personal services of Xxxxxx X. Xxxxx and Xxxxx
(the "1997 Agreement"). Further, the parties agree to terminate any rights or
obligations they may have to each other pertaining to any other agreements that
they may have entered into. To further acknowledge their intentions, the
parties shall execute and exchange
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the General Releases, attached in the form of Attachment B.
4. In exchange for conveying to VidKid any ownership rights they may
have in the Tapes, subject to a final disposition of the Appeals in which Xxxxx,
Media and BBE are found to have complete ownership rights to the Tapes without
the possibility of further appeal ("Final Disposition"), VidKid or Realm shall
pay to Xxxxx the total sum of $130,000 to be divided among Xxxxx, Media and BBE
in any manner they determine. The payment shall be made in four installments,
with $25,000 being payable on or before September 21, 1998; $25,000 being
payable on or before October 16, 1998; $50,000 being payable on or before March
15, 1999; and the final installment of $30,000 being payable on or before June
15, 1999. As the Appeals are pending and the results of which may not be known
for months, VidKid agrees to make the first $25,000 payment as provided, but the
remaining payments shall not be made until there is a Final Disposition of the
cases pending. If the result of the Appeals is that the case is remanded to the
trial court for further action, payments shall be deferred until there is a
Final Disposition. If the result of the Appeal is a Final Disposition, then the
remaining payments shall be made with VidKid being given at least 30 days from
the Final Disposition to make the payments which would have already been payable
if they had not been deferred as provided. If Madison is successful on Appeal
and is eventually found to have ownership rights in the Tapes, then the $25,000
payment provided above shall be applied to the payments due under the 1997
Agreement and shall satisfy in full all obligations for payment to Xxxxx and the
other parties under the 1997 Agreement.
5. The assignment of the Tapes by Xxxxx, Media and BBE is intended to
include the assignment of any copyright they may have to any of the tapes.
Further, Xxxxx, BBE and Media agree to execute any additional documents which
may be necessary to further assign any copyright or any other right they may
have or any other documents which may be necessary to acknowledge or prove to
third parties that they have assigned their rights to the Tapes and vested
title to the Tapes in VidKid.
6. Xxxxx, Media and BBE, jointly and severally, represent and warrant to
VidKid and Realm as follows:
a. BBE is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida. BBE has all necessary
power and authority to enter into this agreement and perform its obligations
under this agreement.
b. Media is a dissolved corporation all of the stock of which was
owned by Xxxxx and Xxxxx is the sole surviving director and has all necessary
power and authority to enter into this agreement and perform its obligations
under this agreement.
c. BBE and Media have both properly authorized Xxxxx to act on
their respective behalf and to accept the funds to be paid under this agreement
on their respective behalf,
d. Each of Xxxxx, Media and BBE has the requisite power and
authority to execute, deliver, and perform this Agreement and all other
agreements, assignments, releases and other documents to be executed and
delivered by them hereunder or in connection herewith,
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at any time, and all necessary actions on the part of each of Media, BBE and
Xxxxx has been duly and validly taken to authorize the execution, delivery and
performance of this Agreement and such other agreements and instruments to be
executed and delivered by Sellers in connection herewith.
e. This Agreement is and shall constitute the legal, valid and
binding obligation of each of Xxxxx, Media and BBE enforceable against each in
accordance with its terms.
f. Neither the execution, delivery and performance of this
Agreement and such other agreements and instruments nor the consummation of the
transactions contemplated hereby, (i) conflicts with any provision of the
Articles of Incorporation or By-Laws of Media or BBE; (ii) conflicts with,
results in a breach of, or constitutes a default under any applicable law,
judgment, order, ordinance, decree, rule, regulation or ruling of any court or
governmental instrumentality; (iii) results in a breach of, conflicts with,
constitutes a default under or permits any party to terminate, modify,
accelerate the performance of or cancel the terms of, any agreement, lease,
license, indenture, instrument of indebtedness or other obligations to which any
of Xxxxx, media or BBE is a party or is bound; or (iv) creates any liability,
mortgage, lien, pledge, condition or encumbrance of any nature whatsoever upon
any of the Tapes.
g. Neither Xxxxx, Media or BBE has received any notices of
infringement, misappropriation, or conflict from any third party with respect to
the Tapes (other than the claims of Madison) and to their knowledge, none of
them has infringed, misappropriated or otherwise conflicted with any proprietary
rights of any third parties to the Tapes.
h. Other than the lawsuit with Madison, there are no actions,
suits, proceedings, orders, investigations or claims pending or threatened
against Xxxxx, BBE or Media relating to the Tapes or their ownership of the
Tapes, or before or by any governmental department, commission, board, bureau,
agency or instrumentality.
x. Xxxxx, Media and BBE have good and marketable title in and to
the Tapes.
j. No representation or warranty made by Xxxxx, Media or BBE herein
nor any document or other written instrument furnished or to be furnished
pursuant hereto contains or will contain any untrue statement of a material
fact nor shall any such certificate, document or written instrument omit any
material fact necessary in order to make any statement herein or therein not
misleading.
7. Xxxxx, Media and BBE, jointly and severally, each agree to indemnify
VidKid and Realm from any and all costs and claims, damages, negligence,
liabilities, or other obligations growing out of, arising from or relating to
any breach of any obligation, warranty or representation of Xxxxx, Media or BBE
under this Agreement or any document given in connection with this agreement,
and to defend, and to save and hold harmless VidKid and Realm from any and all
liability, claims, losses, costs, expenses or damages VidKid and Realm may
suffer or which are or may at any time be made against VidKid and Realm
relating to the Tapes including but not limited to claims, demands, costs,
expenses, damages, liabilities, settlements or judgements against VidKid or
Realm resulting from litigation or threatened litigation and
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counsel fees incurred by VidKid and Realm.
8. Any notice under this Agreement shall be in writing and shall be
deemed to have been given when delivered by hand upon receipt, or upon receipt
when sent by United States registered or certified mail, return receipt
requested, postage prepaid, or by a recognized overnight carrier such as
Federal Express, to the address set forth below, or to such other address or
addresses as any party on five days' prior written notice may from time to time
give to the other parties:
To Media, Xxxxx or Mr. Xxxx Xxxxx
BBE
---------------------------------
---------------------------------
If to Realm or VidKid: Realm Entertainment and Production, Inc.
0000 X. 00xx Xxxxx
Xxxxxxxxx, XX 00000
attn: Xx. Xxxxxx Xxxxxxxxx
With a copy to: Xxxxxxx X. Xxxxx, Esq.
Xxxxxx & Xxxxxxxxx, P.A.
0000 Xxxxxxxx Xxxx
Xxxx Xxxxxxxxxx, XX 00000
9. The invalidity of any one or more of the words, phrases, sentences,
clauses or sections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part hereof,
all of which are inserted conditionally on their being valid in law, and, if
any one or more of the words, phrases, sentences, clauses or sections contained
in this Agreement shall be declared invalid, this Agreement shall be construed
as if such invalid word or words, phrase or phrases, sentence or sentences,
clause or clauses or section or sections had not been inserted.
10. The waiver by any party hereto of a condition, breach, or violation
of any provision of this Agreement shall not operate nor be construed as a
waiver of any subsequent condition, breach or violation.
11. If a party retains or engages any attorney or attorneys to collect,
enforce or protect its interest with respect to this Agreement, or any
instrument or document delivered pursuant to this Agreement, the non-prevailing
party in any court action shall pay all of the reasonable costs and expenses of
such collection, enforcement or protection, including without limitation all
reasonable attorneys' fees and court costs prior to litigation, at trial and on
appeal.
12. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.
13. All parties agree that venue for any court action pertaining to this
Agreement shall be in the state and federal courts located in Broward County,
Florida. All parties agree to submit themselves to the jurisdiction of these
courts.
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14. This Agreement and its terms and covenants shall be binding upon and
shall inure to the benefit of the respective successors, heirs, personal
representatives and permitted assigns of the parties.
This Agreement is signed as of the date first above written.
WITNESSES: NATIONAL MEDIA, INC.
a dissolved Florida corporation
/s/ By: XXXX XXXXX
--------------------- ---------------------------------
Xxxx Xxxxx, President
/s/
---------------------
(AS TO XXXXX, MEDIA AND BBE)
BUFFALO XXX ENTERPRISES, INC.
a Florida corporation
By: XXXX XXXXX
----------------------------------
Xxxx Xxxxx, President
XXXX XXXXX
-------------------------------------
Xxxx Xxxxx, individually, and as the
sole director of both National Media,
Inc. and Buffalo Xxx Enterprises, Inc.
VidKid DISTRIBUTION, INC.
a Florida corporation
------------------------ By: XXXXXX XXXXXXXXX
----------------------------------
Xxxxxx Xxxxxxxxx, President
------------------------
(AS TO VIDKID AND REALM)
REALM PRODUCTION AND ENTERTAINMENT, INC.
a Florida corporation
By: XXXXXX XXXXXXXXX
------------------------------------
Xxxxxx Xxxxxxxxx, President
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ATTACHMENT "A"
THE 130 TAPES
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INCOMING REPORT FAST PRINT TUE, SEP 9, 1997
TITLE EPISODE# EPISODE NAME PART LANG FOR XXXX XXXX
NEW HOWDY XXXXX SHOW, THE 0011 HOWDY PHANTOM 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0012 PHANTOM OF THE DOODIO 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0013 PHANTOM OF THE DOODIO 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0014 PHANTOM OF THE DOODIO 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0000 XXXXXXX 0xx0 Xxxx XXXX Xxxxx Xx
NEW HOWDY XXXXX SHOW, THE 0021 DOODYVILLE ART 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0022 DOODYVILLE ART 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0023 DOODYVILLE ART 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0024 DOODYVILLE ART 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0025 ART FESTIVAL 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0031 PRUNELLA STORY, THE 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0032 PRUNELLA STORY, THE 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0033 PRUNELLA STORY, THE 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0034 PRUNELLA STORY, THE 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0035 PRUNELLA STORY, THE 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0041 MUSIC APPRECIATION 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0042 MUSIC APPRECIATION 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0043 MUSIC APPRECIATION 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0044 MUSIC APPRECIATION 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0045 MUSIC APPRECIATION 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0051 UNHAPPY HAPPY 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0052 UNHAPPY HAPPY 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0053 UNHAPPY HAPPY 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0054 UNHAPPY HAPPY 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0055 UNHAPPY HAPPY 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0061 CLOWN TAMER 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0062 THE CLOWN TAMER 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0063 THE CLOWN TAMER 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0064 THE CLOWN TAMER 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0065 CLOWN TAMER 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0071 DOODYVILLE 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0072 DOODYVILLE 1of1 Unkn QUAD Unkno Ms
8
TITLE EPISODE # EPISODE NAME PART LANG FOR XXXX CLASS
NEW HOWDY XXXXX SHOW, THE 0073 DOODYVILLE 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0074 DOODYVILLE 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0075 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0081 GLORY GRITS 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0082 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0083 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0084 GLORY GIRLS 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0085 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0091 BIONIC CLOWN 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0092 BIONIC CLOWN 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0093 BIONIC CLOWN 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0094 BIONIC CLOWN 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0095 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0101 PSYCHIC PRUNELLA 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0102 PSYCHIC PRUNELLA 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0103 PSYCHIC PRUNELLA 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0104 PSYCHIC PRUNELLA 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0105 PSYCHIC PRUNELLA 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0111 XXXXX DILEMMA 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0112 XXXXX DILEMMA 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0113 XXXXX DILEMMA 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0114 XXXXX DILEMMA 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0115 XXXXX DILEMMA 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0121 FIBADOODLE 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0122 FIBADOODLE 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0123 FIBADOODLE 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0124 FIBADOODLE 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0125 1 OF 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0000 XXXX XXXX 0 XX 0 Xxxx XXXX Xxxxx Xx
NEW HOWDY XXXXX SHOW, THE 0000 XXXX XXXX 0 XX 0 Xxxx XXXX Xxxxx Xx
NEW HOWDY XXXXX SHOW, THE 0000 XXXX XXXX 0 XX 0 Xxxx XXXX Xxxxx Xx
NEW HOWDY XXXXX SHOW, THE 0000 XXXX XXXX 0 XX 0 Xxxx XXXX Xxxxx Xx
NEW HOWDY XXXXX SHOW, THE 0000 XXXX XXXX 0 XX 0 Xxxx XXXX Xxxxx Xx
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TITLE EPISODE # EPISODE NAME PART LANG FOR XXXX CLASS
NEW HOWDY XXXXX SHOW, THE 0141 PROPMAN BINKY 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0142 PROPMAN BINKY 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0143 PROPMAN BINKY 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0144 PROPMAN BINKY 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0145 PROPMAN BINKY 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0151 XXXXX SUPERSTAR 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0152 XXXXX SUPERSTAR 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0153 XXXXX SUPERSTAR 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0154 XXXXX SUPERSTAR 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0155 XXXXX SUPERSTAR 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0161 THE SCUTTLEBUTT CAPER 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0162 THE SCUTTLEBUTT CAPER 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0163 THE SCUTTLEBUTT CAPER 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0164 THE SCUTTLEBUTT CAPER 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0165 THE SCUTTLEBUTT CAPER 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0171 XXXXX XXXXX'X BIRTHDAY 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0172 XXXXX XXXXX'X BIRTHDAY 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0173 XXXXX XXXXX'X BIRTHDAY 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0174 XXXXX XXXXX'X BIRTHDAY 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0175 XXXXX XXXXX'X BIRTHDAY 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0181 CLARABELLE'S FUN SHOW 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0182 CLARABELLE'S FUN SHOW 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0183 CLARABELLE'S FUN SHOW 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0184 CLARABELLE'S FUN SHOW 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0185 CLARABELLE'S FUN SHOW 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0191 WIZARD OF WIT 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0192 WIZARD OF WIT 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0193 WIZARD OF WIT 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0194 WIZARD OF WIT 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0195 WIZARD OF WIT 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0201 GOOD BEHAVIOR CONTEST 1 of 1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0202 GOOD BEHAVIOR CONTEST 1 of 1 Unkn QUAD Unkno Ms
10
INCOMING REPORT FAST PRINT TUE, Sep 9, 1997
TITLE EPISODE # EPISODE NAME PART LANG FOR XXXX XXXX
NEW HOWDY XXXXX SHOW, THE 0203 GOOD BEHAVIOR CONTEST 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0204 GOOD BEHAVIOR CONTEST 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0205 GOOD BEHAVIOR CONTEST 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0211 DOODYVILLE FAIR 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0212 DOODYVILLE FAIR 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0213 DOODYVILLE FAIR 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0214 DOODYVILLE FAIR 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0215 DOODYVILLE FAIR 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0221 MAGIC CONTEST 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0222 MAGIC CONTEST 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0223 MAGIC CONTEST 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0224 MAGIC CONTEST 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0225 MAGIC CONTEST 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0231 DV LAFF-A-THON 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0232 DV LAFF-A-THON 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0233 DV LAFF-A-THON 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0234 DV LAFF-A-THON 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0235 DY LAFF-A-THON 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0000 XXXXXX XXXXXX 0xx0 Xxxx XXXX Xxxxx Xx
NEW HOWDY XXXXX SHOW, THE 0000 XXXXXX XXXXXX 0xx0 Xxxx XXXX Xxxxx Xx
NEW HOWDY XXXXX SHOW, THE 0000 XXXXXX XXXXXX 0xx0 Xxxx XXXX Xxxxx Xx
NEW HOWDY XXXXX SHOW, THE 0000 XXXXXX XXXXXX 0xx0 Xxxx XXXX Xxxxx Xx
NEW HOWDY XXXXX SHOW, THE 0000 XXXXXX XXXXXX 0xx0 Xxxx XXXX Xxxxx Xx
NEW HOWDY XXXXX SHOW, THE 0251 GRAB BAG 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0252 GRAB BAG 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0253 GRAB BAG 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0254 GRAB BAG 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0255 GRAB BAG 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0261 SONGFEST 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0262 SONGFEST 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0263 SONGFEST 1of1 Unkn QUAD Unkno Ms
NEW HOWDY XXXXX SHOW, THE 0264 SONGFEST 1of1 Unkn QUAD Unkno Ms
11
TITLE EPISODE # EPISODE NAME PART LANG FOR XXXX CLASS
NEW HOWDY XXXXX SHOW, THE 0265 SONGFEST 1 of 1 Unkn QUAD Unkno Ms
TOTAL ELEMENTS RECEIVED: 130
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ATTACHMENT "B"
GENERAL RELEASES
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GENERAL RELEASE
KNOW ALL MEN BY THESE PRESENTS that VIDKID DISTRIBUTION, INC., and REALM
PRODUCTION AND ENTERTAINMENT, INC., first party, for and in consideration of the
sum of ten dollars, or other valuable considerations, received from or on behalf
of XXXX XXXXX, NATIONAL MEDIA, INC. and BUFFALO XXX ENTERPRISES, and Xxxxxx &
Xxxxxxxxx, P.A., second party, the receipt whereof is hereby acknowledged
(wherever used herein the terms "first party" and "second party" shall include
singular and plural, heirs, legal representatives, and assigns of individuals,
and the successors and assigns of corporations, wherever the context so admits
or requires), hereby releases, acquits, satisfies, and forever discharges the
second party, of and from any and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, bonds, bills,
covenants, contracts, controversies, agreements, promises, damages, judgments,
executions, claims and demands whatsoever, in law or in equity, which the first
party ever had, now has, or which any personal representative, successor, heir
or assign of the first party, hereafter can, shall or may have, against the
second party, for upon or by reason of any matter, cause or thing whatsoever,
from the beginning of the world to the day of these presents other than the
obligations, representations and warranties contained in the Agreement between
the parties dated ________________, 1998.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 10th day of
Sept., 1998.
Witnesses as to all parties: VIDKID DISTRIBUTION, INC.
a Florida corporation
/s/ Xxxxxx Xxxxxxxxx
--------------------------- ---------------------------
Xxxxxx Xxxxxxxxx, President
/s/
--------------------------- REALM PRODUCTIONS AND
ENTERTAINMENT, INC.
a Florida corporation
Xxxxxx Xxxxxxxxx
---------------------------
Xxxxxx Xxxxxxxxx, President
STATE OF FLORIDA )
) ss:
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this 10th day of
September, 1998 by XXXXXX XXXXXXXXX, President of VIDKID DISTRIBUTION, INC. and
REALM PRODUCTIONS AND ENTERTAINMENT, INC., on behalf of the corporations, who is
personally known to me or who has produced a Florida driver's license as
identification and who did (did not) take an oath. FDL X000-00000-000
Xxxxxxx X. Xxxx-Xxxxxx
-----------------------------
Notary Public Signature
Xxxxxxx X. Xxxx-Xxxxxx
-----------------------------
Notary Public Print Name
My Commission Expires:
14
GENERAL RELEASE
KNOW ALL MEN BY THESE PRESENTS that XXXX XXXXX, NATIONAL MEDIA INC. and
BUFFALO XXX ENTERPRISES, INC., first party, for and in consideration of the sum
of ten dollars, or other valuable considerations, received from or on behalf of
VIDKID DISTRIBUTION, INC., and REALM PRODUCTION and ENTERTAINMENT, INC., second
party, the receipt whereof is hereby acknowledged (wherever used herein the
terms "first party" and "second party" shall include singular and plural,
heirs, legal representatives, and assigns of individuals, and the successors
and assigns of corporations, wherever the context so admits or requires),
hereby releases, acquits, satisfies, and forever discharges the second party,
of and from any and all manner of action and actions, cause and causes of
action, suits, debts, dues, sums of money, accounts, bonds, bills, covenants,
contracts, controversies, agreements, promises, damages, judgments, executions,
claims and demands whatsoever, in law or in equity, which the first party ever
had, now has, or which any personal representative, successor, heir or assign
of the first party, hereafter can, shall or may have, against the second party,
for upon or by reason of any matter, cause or thing whatsoever, from the
beginning of the world to the day of these presents other than the obligations
to pay the total sum of $130,000 pursuant to the Agreement between the parties
dated ______________ , 1998.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 10 day of
September, 1998.
Witnesses as to all parties: NATIONAL MEDIA, INC.
a Florida Corporation
/s/ Xxxxx Xxxxxxxx /s/ Xxxx Xxxxx
--------------------------- ---------------------------
Xxxxx Xxxxxxxx Xxxx Xxxxx, President
/s/ Xxxxxxx Xxx BUFFALO XXX ENTERPRISES, INC.
--------------------------- a Florida Corporation
Xxxxxxx Xxx
/s/ Xxxx Xxxxx
----------------------------
Xxxx Xxxxx, President
/s/ Xxxx Xxxxx
----------------------------
Xxxx Xxxxx
STATE OF FLORIDA )
) ss:
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this 10 day of
September, 1998 by Xxxx Xxxxx, individually and as President of National Media,
Inc., and Buffalo Xxx Enterprises, Inc., on behalf of the corporations, who is
personally known to me or who has produced a Florida driver's license as
identification and who did (did not) take an oath.
/s/ Xxxx Xxxxx
----------------------------
Notary Public Signature
My Commission Expires:
----------------------------
Notary Public Print Name
[SEAL]
15
[Check for $25,000.00 to Xxxx Xxxxx & Associates, Inc., from Realm Production
and Entertainment, Inc.]
16
[VIDKID LOGO]
ADDENDUM
November 20, 1998
Xxxx Xxxxx
X.X. Xxx 00000
Xxxx Xxxxxxxxxx, XX 00000-0000
RE: Settlement Agreement Dated September 10, 1998
Dear Xxxx,
Pursuant to the above referenced Agreement, VidKid Distribution, Inc. shall
modify the $105,000 payment schedule (item #4 of subject agreement) as follows:
$ 25,000 Within 30 days of resolution
50,000 Within 120 days of resolution
30,000 Within 210 days of resolution
--------
$105,000 TOTAL
All other terms and conditions of subject agreement shall remain in full force
and effect.
Sincerely, AGREED TO AND ACCEPTED BY:
/s/ XXXXXX XXXXXXXXX /s/ XXXX XXXXX
----------------------------- --------------------------------
Xxxxxx Xxxxxxxxx Xxxx Xxxxx, President
President
VidKid Distribution, Inc.
0000 Xxxxx 00xx Xxxxx-Xxxxxxxxx, Xxxxxxx 33020-954.927.2722 FAX 000.000.0000