1
Exhibit 10.57
[COLUMBIA TRISTAR HOME VIDEO LETTERHEAD]
Don Gold
Xxxxxx Entertainment
0000 Xxxxxx xx xxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Fax #: 000-000-0000
Re: Xxxx Xxxx'x Great Easter Adventure
Dear Xxx:
The following shall set forth the terms by which Columbia TriStar Home Video,
Inc. ("CTHV") has agreed to acquire video distribution rights from Xxxxxx
Entertainment, Inc. ("Licensor") to the program currently entitled "Xxxx Xxxx'x
Great Easter Adventure."
1. Program: A feature length motion picture entitled "Xxxx Xxxx'x Great Easter
Adventure" (the "Program"). The Program shall be no less than eighty-five (85)
minutes in length and shall have an MPAA rating no more restrictive than "PG."
2. Rights Granted: Licensor hereby grants to CTHV the sole and exclusive
videogram distribution rights ("Videogram Rights"), in all language versions, to
the Program in the Territory throughout the Term ("Rights Granted"). Videogram
Rights shall be defined as the sole and exclusive right to manufacture,
advertise, promote and distribute on a sale, lease or rental basis on its own or
through licensees, videocassettes, cartridges, phonograms, tapes, videodiscs,
laserdiscs, digital videodiscs ("DVDs"), 8mm recordings (in whatever form), or
any other visual or optical recording (including, but not limited to, DVD-ROM,
CD-I and CD ROM that display the Program in a linear format as a continuous
Program) now known or hereafter discovered containing all language versions of
the Program for home use by consumers and the right to exploit the Program by
means of "Video-On-Demand" ("Videograms"). "Video-On-Demand" shall mean the
transmission of a selected video program from a central video library via a
television system where reception of said video program at a viewing time
selected by the viewer is available only upon payment of a charge therefor,
which charge is in addition to any
Page 1
2
charge for reception of the television service and/or programming channel. All
other rights not expressly granted to CTHV are hereby reserved to Licensor.
3. Territory: The "Territory" shall be United States, Canada, U.S. Virgin
Islands and Puerto Rico (and their respective territories, commonwealths and
possessions).
4. Term: The "Term" shall commence upon execution of this Agreement and shall
expire on December 31, 2007. CTHV shall have a first negotiation/last refusal to
extend the Term of this Agreement. Such right of first negotiation/last refusal
shall mean that within six (6) months prior to the end of the Term, the parties
agree to exclusively negotiate for a period of sixty (60) days to extend the
Term of this Agreement. In the event the parties fail to reach a mutually
satisfactory agreement with respect to such extension, Licensor may seek a third
party offer to distribute the Program ("Third Party Offer"); provided, however
before accepting the Third Party Offer, Licensor must notify CTHV in writing of
the terms thereof and CTHV shall have ten (10) business days after receipt of
such written notice within which to match such Third Party Offer.
5. Distribution Fees: CTHV shall retain the following distribution fees
("Distribution Fees") from Gross Receipts (defined in Paragraph 6, below).
(a) Fifteen percent (15%) of the Gross Receipts derived from the
exploitation of the Rights Granted in the Territory.
6. Gross Receipts: "Gross Receipts" shall mean all monies actually received by
CTHV or an Affiliated Entity (as defined below) from exploitation of the
Videograms in the Territory and any Video Levies (as defined below) collected by
CTHV less sales, withholding, remittance, use or value added taxes (but not
income or profit taxes) rebates, discounts, actual returns (CTHV shall establish
a reasonable reserve for returns not to exceed 20% and which shall be liquidated
within one (1) year from its establishment), actual bad debt (CTHV shall
establish a reasonable reserve for bad debt not to exceed 3% and which shall be
liquidated within one (1) year from its establishment), credit adjustment for
defective Videograms, custom duties and import charges. "Affiliated Entity"
shall mean any entity which CTHV controls, is controlled by or under common
control with CTHV. "Video Levies" shall mean levies or other charges collected
under operation of law with respect to the Program in the Territory on the sale
of video recorders, blank videocassettes or videodiscs or similar items or the
rental of Videograms which become payable to the copyright Licensor or the
distributor of the Program. CTHV shall be entitled to collect all revenue from
Video Levies.
7. Distribution Expenses: "Distribution Expenses" shall be defined in more
detail in the long form agreement, but shall mean all actual out-of-pocket
costs, charges and expenses actually incurred by CTHV or its Affiliated Entities
and/or incurred by Licensor
Page 2
3
and preapproved in writing by CTHV in connection with the manufacturing,
distribution, marketing, advertising and exploitation of the Program throughout
the Territory. CTHV acknowledges that it will pay third party vendors directly
for and recoup as a Distribution Expense the expenses incurred or to be incurred
by Licensor set forth on Schedule A.
8. Allocation of Gross Receipts: Gross Receipts shall be allocated as follows:
CTHV shall (i) first deduct and retain for itself its Distribution Fees; (ii)
next deduct and retain for itself, on an ongoing and continuing basis, an amount
equal to all unrecouped Distribution Expenses, and (iii) thereafter pay the
remaining amounts, if any, to Licensor.
9. Reconciliation:
9.1 If, within ten (10) months after the Program is initially released
by CTHV in the Territory, CTHV has not fully recouped the Distribution Expenses
pursuant to Paragraph 8, above ("First Reconciliation"), Licensor shall
reimburse CTHV the shortfall, if any, within twenty (20) days after Licensor
receives written notice by CTHV requesting such reimbursement; provided,
however, in connection with the First Reconciliation, Gross Receipts shall be
determined on an accrual basis, subject to actual returns (CTHV to reserve
twenty percent [20%]) and actual bad debt (CTHV to reserve three percent [3%]).
9.2 If, within three (3) years after the Program is initially released
by CTHV in the Territory, CTHV has not fully recouped the Distribution Expenses
pursuant to Paragraph 8, above ("Second Reconciliation"), Licensor shall
reimburse CTHV the shortfall, if any, within twenty (20) days after Licensor
receives written notice by CTHV requesting such reimbursement; provided,
however, in connection with the Second Reconciliation, Gross Receipts shall be
determined on an accrual basis, subject to actual returns (CTHV to reserve
twenty percent [20%]) and actual bad debt (CTHV to reserve three percent [3%]).
9.3 If, at the end of the Term, CTHV has not fully recouped the
Distribution Expenses pursuant to Paragraph 8, above, Licensor shall reimburse
CTHV the shortfall, if any, within twenty (20) days after Licensor receives
written notice by CTHV requesting such reimbursement. If, at the end of the Term
such shortfall, if any, is timely reimbursed to CTHV or if CTHV has fully
recouped the Distribution Expenses pursuant to paragraph 8, above, all existing
inventory shall be delivered to Licensor, at Licensor's cost. In connection with
any such inventory, Licensor agrees, at its cost, to repackage all such
inventory in new sleeves that do not contain the CTHV logo.
10. Recoupment/Cross Collateralization: CTHV shall cross collateralize Gross
Receipts (less Distribution Fees) amongst all countries of the Territory for
purposes of recouping the Distribution Expenses.
Page 3
4
11. Holdbacks:
(a) Licensor may not license or otherwise authorize the Program:
(i) to be exploited by means of Pay Per View Television (which
shall mean exhibition over a service for which subscribers pay a premium on a
per-program basis for each program which they choose to receive) from the date
hereof until the earlier of sixty (60) days from the date on which Videograms
are first sold or rented to the general public ("Videogram Release Date") or
twelve (12) months from the date the Videogram is available for distribution
("Videogram Availability Date") in the Territory;
(ii) to be exploited by means of Pay Television (which shall mean
exhibition over a service for which subscribers pay a premium for the
programming transmitted) from the date hereof, until the earlier of six (6)
months from the Videogram Release Date or twelve (12) months from the Videogram
Availability Date in the Territory;
(iii) to be exploited by means of Free Television (which shall
mean exhibition over television broadcast stations, whether network stations or
independent stations where no charge is made to the viewer and/or exhibition by
means of satellite or cable television for which subscribing members of the
public may pay for the transmission service provided by the satellite or cable
system, but do not otherwise pay a premium for the programming transmitted by
the satellite or cable system) from the date hereof until the earlier of twelve
(12) months from the Videogram Release Date or eighteen (18) months from the
Videogram Availability Date in the Territory.
(c) Licensor may not license or otherwise authorize the Program to be
advertised or promoted with regard to its broadcast or exhibition earlier than
thirty (30) days before the expiration of the respective holdbacks.
12. Approvals/Exploitation Decisions: Xxxxxx shall have the following approval
rights (all such approvals shall be exercised in a reasonable manner and not so
as to frustrate CTHV's ability to release the Program and provided that CTHV
shall not be required to incur Distribution Expenses in the Territory in excess
of One Million Five Hundred Thousand Dollars ($1,500,000): (i) the right to
approve advertising, publicity, promotional materials, package design, and
point-of-purchase artwork ("Artwork"), and (ii) the right to consult in
connection with any edit or alteration of the Program except as may be required
for applicable censorship or governmental regulation; provided, however, that
CTHV may subtitle or dub the program without Licensor's prior approval. Licensor
shall have five (5) business days or earlier in the event CTHV, due to exigent
circumstances, as determined by CTHV in its sole discretion, requires less time,
from receipt of the above-mentioned materials in which to approve or to indicate
to CTHV the
Page 4
5
precise nature of Licensor's objection, if any, and CTHV shall resubmit the
revised material for Licensor's approval. If either (a) Licensor does not notify
CTHV of their objection within the applicable approval period set forth herein
or (b) Licensor has failed to approve the material in question after two (2)
resubmissions after CTHV has changed such material in accordance with Licensor's
requests, CTHV shall have the right to deem such material approved by Licensor.
Once Licensor has approved (or has been deemed to approve) the materials herein,
such material shall be automatically deemed approved by Licensor and CTHV may
use such materials in similar contexts and situations without having to consult
with or obtain Licensor's further approval.
12.1 All other exploitation decisions shall be subject to CTHV's
absolute discretion; provided, however, CTHV has agreed to a domestic release
date of approximately March 2, 1999 subject to Xxxxxx'x timely delivery as set
forth in paragraph 13, below, and CTHV agrees that the advertising and
marketing Budget for the Domestic Territory shall not be less than One Million
Five Hundred Thousand Dollars ($1,500,000). Licensor agrees that the good faith
judgment of CTHV and its Licensees regarding any matter affecting the
exploitation of the Program (including, but not limited to a determination of
the quantity, if any, of Videograms to be manufactured, and the title of the
Program in each country of the Territory) shall be binding and controlling upon
Licensor. Licensor acknowledges that CTHV shall have the right to use the names
and likenesses of all Artists who appear in or provide services in the Program
in connection with CTHV's advertising, promotion, packaging, and exploitation of
the Program, subject only to contractual restrictions in Artists' Agreements if,
and only if, CTHV has been given prior written notice of such restrictions on or
before November 2, 1998.
12.2 Inadvertent failure to provide Licensor with any of the approval
rights or consultation rights set forth in paragraph 12, above, shall not be
deemed a breach of this Agreement. In the event such inadvertent failure results
in Artwork that would not have otherwise been approved if submitted to Licensor
for approval, CTHV shall, upon receipt of written notice of such failure, use
reasonable efforts to correct such Artwork on a prospective basis only, i.e.
Artwork printed after CTHV's receipt of such notice (allowing for adequate time
after receipt of such notice to implement such correction).
13. Delivery/Materials: Licensor shall deliver the Program, at Licensor's cost,
to CTHV in accordance with the following schedule: (i) film for screener
packaging (slipsleeve) no later than October 29, 1998; (ii) one first generation
D-1 NTSC full frame digital videotape master of the Program no later than
October 30, 1998; (iii) film for packaging (clamshell and slipsleeve) no later
than December 8, 1998; and (iv) all other delivery materials listed on Schedule
B no later than January 5, 1999. If any of the delivery items are incomplete or
technically unacceptable, CTHV shall notify Licensor in writing specifying the
defects for the non-physical delivery items, or shall present a defect notice by
the laboratory for the physical delivery items ("Defect Notice"). Such Defect
Notices shall be delivered within thirty (30) days of receipt of the
Page 5
6
delivery items. If Licensor fails to cure the specified defects within ten (10)
business days of receipt of the Defect Notice, CTHV may secure acceptable
replacements, and shall treat such costs as a Distribution Expense or, if CTHV
is unable to secure acceptable replacements, or if CTHV determines that it is
economically unfeasible to secure acceptable replacements, then CTHV may, at its
option, terminate this Agreement upon written notice to Licensor, and upon such
termination, CTHV shall be (A) relieved of its obligations hereunder, and (B)
Licensor shall reimburse CTHV for all out-of-pocket expenses and costs therefore
incurred including, but not limited to, Licensor Distribution Expenses
previously paid to Licensor under this Agreement. If CTHV has not sent a Defect
Notice within thirty (30) days of receipt of a delivery item, then such delivery
item shall be deemed approved ("Approval").
(b) Failure to Timely Deliver: If Licensor shall fail to deliver
the required items by the aforesaid time (subject to force majeure), CTHV shall
have the right to (i) itself supply the items at Licensor's cost, or to require
Licensor to promptly supply such items, or (ii) terminate this Agreement upon
written notice to Licensor, and upon such termination, CTHV shall be (A)
relieved of all obligations to Licensor hereunder, and (B) Licensor shall
reimburse CTHV for all out-of-pocket expenses and costs theretofore incurred
including, but not limited to, Licensor Distribution Expenses previously paid to
Licensor under this Agreement.
14. Representations and Warranties: The representations and warranties shall be
fully set forth in the long form agreement and shall be consistent with CTHV's
standard long form agreements for other motion pictures. Among other things,
Licensor represents and warrants that it (a) has all rights necessary to grant
CTHV the Rights Granted herein, (b) the Program will be wholly original and is
not in the public domain, (c) the Program and the distribution by CTHV as
contemplated hereunder will not, and there have been no claims that the Program
does, infringe upon, violate or conflict with any rights whatsoever of any
person, corporation or other entity and (d) has not made and will not make any
grant or assignment that will conflict with or impair the complete enjoyment by
CTHV of the Rights Granted.
15. Residuals/Third Party Payments: Licensor acknowledges herein that any and
all profit participations, residuals, music synchronization, performance and
other mechanical fees, and any other license fees, if any, in connection with
the Program shall be the obligation of Licensor. In the event that any such
obligations or third party payments are not paid by Licensor, CTHV may pay such
obligations and/or third party payments and deduct such costs as a Distribution
Expense.
16. Accounting and Auditing: Accounting reports and any sums due with respect to
the Program shall be prepared in U.S. dollars and provided to Licensor on a
calendar quarter basis ninety (90) days after the first calendar quarter in
which the Program is initially released on Videogram and on a semi-annual basis
thereafter. Licensor may, at
Page 6
7
its own expense, but not more than once annually, audit the applicable records
to verify earnings statements rendered hereunder. Any such audit shall be
conducted within eighteen (18) months from and after the date of mailing of
such statement.
Licensor agrees to enter into a long form agreement with CTHV containing CTHV's
standard terms and conditions. Until such long form agreement is executed, this
document shall serve as a binding agreement between the parties. If the
foregoing is your understanding of our agreement, kindly so indicate by signing
in the space provided below.
Best regards,
/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
AGREED TO AND ACCEPTED:
XXXXXX ENTERTAINMENT, INC.
By: /s/ XXXXXXX XXXXXX
-------------------------
Title: V.P.
---------------------
Page 7
8
SCHEDULE B
Materials
The following shall be delivered, at Licensor's cost, to Columbia TriStar Home
Video, 00000 Xxxx Xxxxxxxxxx Xxxx., Xxxxx Building #000, Xxxxxx Xxxx, Xxxxxxxxxx
00000, Attention: Xxxx Xxxx, unless specifically instructed by CTHV otherwise.
I. Reproduction Master:
(a) Program:
(i) One (1) NTSC full frame digital betacam highest quality
Stereo soundtrack containing composite stereo mix on
channels 1 & 2. Each videotape master shall contain,
after completion of program, silent textless backgrounds
for the main, end and insert titles with appropriate
identification on the label. Additionally, Licensor
shall deliver two (2) one-half inch (1/2) NTSC
videocassettes of the program directly to Xxxxx
Xxxxxxxxx, Senior Vice President of Production,
Acquisitions and Business Affairs at SPP 8206, 00000 X.
Xxxxxxxxxx Xxxx., Xxxxxx Xxxx, XX 00000.
(ii) One (1) typewritten copy of a detailed dialogue and
action continuity and spotting list of the Program,
conforming in all respects to and with the dialogue and
action contained in the Program; to be delivered by
November 20, 1998; and
(iii) One (1) DA88, in perfect synchronization with the
program, with the following audio track configuration:
stereo printmaster on channels 1 & 2, mono dialogue on
channel 3, mono music on channel 4, mono effects on
channel 5, stereo music & effects on channels 7 & 8.
(b) Trailer:
(i) One (1) NTSC full frame betacam SP with highest quality
soundtrack containing composite stereo mix on channels 1
& 2. Each videotape master shall contain, after
completion of the trailer, textless backgrounds for any
insert titles.
(ii) One (1) typewritten copy of a detailed dialogue and
action continuity and potting list of the trailer,
conforming in all respects to and with the dialogue and
action contained in the trailer; and
Page 8
9
(iii) One (1) DA88, in perfect synchronization with the
program, with the following audio track configuration:
stereo printmaster on channels 1 & 2, mono dialogue on
channel 3, mono music on channel 4, mono effects on
channel 5, mono narration, if any, on channel 6, stereo
music & effects on channels 7 & 8.
(c) Access to the following:
(i) All 35mm Original Camera Negative for the Program;
(ii) All Video, Sound and film editorial material and
elements used to edit and complete the Picture and
Trailer; and
(iii) All 1/4 inch Production Audiotape recorded for the
Pictures.
II. The following shall be delivered, at Licensor's cost, to Columbia TriStar
Home Video, Inc., 00000 Xxxx Xxxxxxxxxx Xxxx., 0xx Xxxxx, Xxxxxx Xxxx,
Xxxxxxxxxx 00000, Attention: Xxxxxx Xxxx, unless specifically instructed by CTHV
otherwise.
1. Advertising and Publicity Materials: For all programs copies of all
available and existing domestic advertising and publicity materials, and
manuals and other materials concerning the Program including, but not
limited to, first-generation textless 10 x 8 first generation key
artwork and separate line and title art PMT, one (1) set of all
available 35mm color slides and/or color transparencies containing a
minimum of 100 different shots, one (1) synopsis in all languages
available, and PMT print of Licensor's logo, that Licensor may have it
its possession or to which it has access and that CTHV desires to use
for or in connection with the exploitation of the rights Granted CTHV
hereunder.
The following shall be delivered, at Licensor's cost, to Columbia
TriStar Home Video, 00000 Xxxx Xxxxxxxxxx Xxxx., 0xx Xxxxx, Xxxxxx Xxxx, XX
00000, Attention: Xxxxxx Xxxxxx, unless specifically instructed by CTHV
otherwise:
2. Synchronization and Master Use Licenses: One (1) copy of any and all
music licenses permitting the reproduction on Videograms of each musical
composition and master recording embodied in the soundtrack of the
Picture and trailer, one (1) copy of a customary music cue sheet for the
Picture and trailer, and one (1) copy of all relevant contracts,
releases and agreements, including but not limited to composers
work-for-hire agreements and synchronization, performance and master use
licenses. All licenses shall be and remain in full force and effect, and
shall permit the reproduction and distribution of each such musical
composition and recording on Videograms throughout the Territory during
the Term at no additional cost to CTHV.
3. Licensor's Contractual Requirements for Paid Advertising, Etc.: A
detailed list of Licensor's third party contractual obligations to
accord paid advertising or other credits to persons and/or entities who
rendered services or furnished materials in
Page 9
10
connection with the Picture, including a specific description of any
restrictions concerning such contractual obligations. Such statement
shall also include any third party name and likeness and dubbing
obligations and restrictions, and shall be accompanied by copies of the
relevant portions of each third party agreement, setting forth the exact
nature and extent of any such restrictions and obligations, along with
proposed layouts of the credit billing block for both full- and
small-sized paid ads.
4. Chain of Title, U.S. (and, where applicable, Canadian) Certificates of
Copyright Registration: Detailed information with regard to the
copyright proprietor of the Picture, the precise copyright notice to be
affixed to all Videograms and packaging, and the accurate running time
of the Picture. Licensor shall provide CTHV with full chain of title to
all literary, dramatic and musical material upon which the Picture and
screenplay may be based, including without limitation, copies of the
U.S. Certificates of Copyright Registration for the screenplay and the
Picture and documentation sufficient to establish Licensor's chain of
title to the rights in the Picture and screenplay. (If the U.S.
copyright registration certificate for the Picture is not yet available
to Licensor at the time of delivery to CTHV, a copy of the Form PA
application therefor, together with evidence of submission and payment
of deposit fees, shall suffice until such time as the conformed
certificate becomes available.)
5. Agreements: Copies of all agreements with the key personnel and
principal cast of the Picture.
6. Errors and Omissions Certificate: A Certificate of Errors and Omissions
Insurance as provided in Paragraph 18 of the License Agreement.
7. Laboratory Access Letter(s) in the form attached to this Agreement
executed by both Licensor and the Laboratory(s), granting CTHV
irrevocable access during the Term to all necessary preprint materials
for the Picture and trailer (including sound elements).
8. MPAA Paid Rating Certificate evidencing that the Picture has not been
rated more restrictive than "PG."
9. Instrument of Transfer. At least four (4) originally signed, dated and
notarized short form Instruments of Transfer.
10. Screenplay: One (1) copy of the final screenplay or shooting script used
by Licensor in connection with the production of the Picture.
11. Other Instruments: Upon request, such instruments as CTHV may deem
necessary or proper to evidence, maintain or effectuate any or all of
the security or other rights granted to CTHV under any provision of this
Agreement.
Page 10
11
If any of the foregoing documents are not provided in the English language, CTHV
shall have the right to obtain a translation and deduct any costs in connection
therewith from the Advance or any other moneys owned by CTHV to Licensor under
the Agreement.
Page 11
12
LABORATORY AGREEMENT
Gentlemen and Ladies:
Reference is made to a certain feature length motion picture entitled "Xxxx
Xxxx'x Great Easter Adventure" ("Program").
You ("Laboratory") acknowledge that you have in your possession free of any
liens, claims, charges or encumbrances, materials ("Preprint Materials") in
respect of the Program sufficient for the manufacture therefrom of release
prints, preprint and other duplicating material of commercially acceptable
quality, including, without limitation all materials listed in Schedule C-1
(attached).
Laboratory is hereby advised that Xxxxxx Entertainment, Inc. ("Licensor") is
entering into a distribution agreement (the "Distribution Agreement") with
Columbia TriStar Home Video, Inc. ("CTHV") pursuant to which CTHV has been
granted certain sole and exclusive distribution rights in and to the Program in
all sizes, widths, and gauges of film for video distribution in the Territory
and Term specified in the Distribution Agreement. Accordingly, Laboratory is
hereby irrevocably authorized as of its receipt hereof to honor, subject to
Laboratory's normal terms of business (and subject to the making of credit
arrangements satisfactory to Laboratory), and Laboratory hereby agrees to honor
at prices not exceeding Laboratory's then prevailing rates for like work, all
orders of CTHV, its successors, licensees and assignees for positive prints and
other materials (including preprint and duplicating materials) of any and all
kinds and to deliver the same as instructed by CTHV, or its said successors,
licensees and assignees, upon the following understanding:
1. All laboratory services and materials ordered by CTHV or
Licensor, respectively, or their respective successors, licensees and assignees
shall be at the sole cost of the party which ordered such services and materials
and the Laboratory shall look solely to such party for payment of such charges
as may be incurred and neither CTHV, its successors, licensees or assignees, nor
Licensor, its successors, licensees or assignees shall be responsible for any
laboratory service or materials ordered by any other party with respect to the
Program.
2. Laboratory will neither assert against CTHV, its successors,
licensees or assignees nor Licensor, its successors, licensees or assignees any
lien against any of the Preprint Material by reason of any unpaid charges
incurred by the other of the said parties or by any other party.
Page 12
13
3. Laboratory will not refuse to honor any of the orders of
CTHV, its successors, licensees or assignees or any of the orders of Licensor,
its successors, licensees or assignees, for positive prints or any pre-print
materials of the Program by reason of any unpaid charges incurred by any other
party.
4. None of the Preprint Material may be removed from the
Laboratory without the joint written consent of Licensor and CTHV or their
respective successors or assignees; provided however, that during the term of
the Distribution Agreement all positive prints and other materials (including
preprint and duplicating materials) that may be made by Laboratory for the
account of CTHV, Producer or their respective successors, licensees or assignees
may be removed from Laboratory at the request of the party ordering the same and
Laboratory shall deliver the same as instructed by such party.
5. The instructions contained herein are irrevocable and may not
be altered or modified except by a written instrument duly executed by CTHV and
by Licensor or CTHV's and Licensor's respective successors or assignees. By your
signature below, you acknowledge that you have in your possession or under your
control the above described Preprint Materials and that you consent and agree to
the foregoing.
Very truly yours,
/s/ XXXXXXX XXXXXX
-----------------------------------
Licensor
Laboratory:
-------------------------
By:
---------------------------------
Title:
------------------------------
AGREED AND ACCEPTED:
COLUMBIA TRISTAR HOME VIDEO, INC.
By:
---------------------------------
Title:
------------------------------
Page 13
