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EXHIBIT 10.40
FIRST AMENDMENT TO
EXCLUSIVE OUTPUT AGREEMENT
This Amendment is made and entered into this ___ day of April, 2001, by and
between BAM! Entertainment, Inc. ("Bay") and Franchise Films, Inc.
("Franchise"). Bay and Franchise are collectively referred to as the "Parties."
RECITALS
A. The Parties have entered into the Exclusive Output Agreement dated April
7, 2000 (the "Original Agreement").
B. The Parties now desire to amend the Agreement.
C. The Original Agreement refers to Bay as Bay Multimedia, Inc., and the
First Amendment refers to Bay as Bay Area Multimedia, Inc. The correct name of
Bay is BAM! Entertainment, Inc.
NOW, THEREFORE, the Parties agree as follows:
1. Capitalized Terms. Capitalized terms not defined herein shall have the
meanings set forth in the Original Agreement.
2. Effect of Amendment. The Agreement will remain in full force and effect
except to the extent expressly modified by this Amendment.
3. Bay Common Stock. Section 4.a. of the Agreement is deleted and amended in
its entirety as follows:
"4. EQUITY INTEREST.
a. Bay Common Stock. Franchise shall be entitled to receive an
aggregate total of One Hundred Forty Six Thousand Two Hundred Fifty
(146,250) post-split shares of Bay Common Stock (the "Equity Interest").
(On May 11, 2000, the Articles of Incorporation of Bay were amended and
restated, authorizing 5,000,000 shares of Common Stock and 976,220
shares of Series A Preferred Stock. Each outstanding share of Common
Stock was combined and reconstituted into .195 shares of Common Stock.)
These shares shall accrue and be payable to Franchise in ten (10) equal
installments (each installment representing one-tenth (1/10) of the
Equity Interest) within ten (10) business days from initial United
States theatrical release of each of the first ten (10) Included
Pictures.
4. Counterparts. This Amendment may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one
instrument.
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The Parties have executed this Amendment as of the date set forth above.
Bay:
BAM! Entertainment, Inc.
000 Xxxx Xxxxx Xxxxx Xxxx., Xxxxx 000
Xxx Xxxx, XX 00000
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
Franchise:
Franchise Films, Inc.
0000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
By: /s/ Xxxx Xxxxxx
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Title: Chairman
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