Jones Programming Partners 2-a LTD Sample Contracts

ARTICLE 1
Limited Partnership Agreement • August 29th, 2001 • Jones Programming Partners 2-a LTD • Services-motion picture & video tape production • Colorado
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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 13th, 2002 • Jones Programming Partners 2-a LTD • Services-motion picture & video tape production • New York

ASSET PURCHASE AGREEMENT (the "Agreement") dated as of July 16, 2002, by and between JONES PROGRAMMING PARTNERS 2-A, LTD., a Colorado limited partnership with its principal place of business at 9697 East Mineral Avenue, Englewood, CO 80112 ("Seller"), and SCREEN MEDIA VENTURES, LLC, a Delaware limited liability company with its principal place of business at 757 Third Avenue, New York, New York 10017 ("Purchaser").

AGREEMENT
Transfer Agreement • August 13th, 2002 • Jones Programming Partners 2-a LTD • Services-motion picture & video tape production • New York

AGREEMENT made as of the 5th day of April 2002, by and between Jones Entertainment Group, Ltd. (hereinafter "JEG") and Jones Programming Partners 2A, Ltd., ("hereinafter J2A"), both entities organized and existing under the laws of the State of Colorado, located and doing business c/o Goldman and Kagon, 1801 Century Park East, Suite 2222, Los Angeles, California 90067 (hereinafter "Jones") and GoodTimes Entertainment Limited by change of name from GoodTimes Home Video Corp. (hereinafter "GoodTimes"), a corporation organized and existing under the laws of the State of Delaware, having executive offices at 16 East 40th Street, New York, New York 10016.

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