As of January 10, 2008
EXHIBIT 10.2
As of
January 10, 2008
Platinum
Studios
00000
Xxxx Xxxxxxx Xxxx.
00xx
Xxx.
Xxx
Xxxxxxx, XX 00000
ATTN: Xxxxx
Xxxxxxxxx
RE: "DEAD OF
NIGHT"
Gentlemen:
Reference is made to the agreement,
dated as of January 10, 2008, between Platinum Studios ("Platinum") and Hyde
Park Entertainment, Inc. ("HPE") (the "Agreement") with respect to the proposed
theatrical motion picture presently entitled "DEAD OF NIGHT" (the
"Picture").
Notwithstanding anything to the
contrary in Paragraph 7 of the Agreement, Platinum and HPE have agreed that all
the Interactive Software Game Rights (as defined in Exhibit "B" to the
Agreement) and the Picture-Related Merchandising Rights (as defined in Exhibit
"B" to the Agreement") shall be owned and controlled jointly by HPE and
Platinum, and HPE and Platinum shall mutually agree upon how such rights are to
be exploited. On the condition that the production lender agrees to
the following "separate pot", all revenues from the exploitation of the
Picture-Related Merchandising Rights and the Interactive Software Game Rights
shall be shared 50/50 between HPE and Platinum, with any third party payments
(e.g., artist royalties) coming off the top. The revenues from the
Picture-Related Merchandising Rights and the Interactive Software Game Rights
shall not be crossed with the revenues from the Picture or any Subsequent
Production or any Sequential Production. If the production lender for
the Picture or any Subsequent Production or Sequential Production, as
applicable, does not agree to the foregoing, then all such revenues
shall go into the "pot" referred to in Paragraph 6(c) of the Agreement and be
accounted for as provided for therein. The rights of HPE set forth in
this paragraph shall continue beyond and shall not be cut off after the End Date
(as defined in the Agreement).
HPE and Platinum acknowledge that as
part of the financing of the Picture, Brash Entertainment ("Brash") may become
an equity investor by the purchase of the electronic gaming rights to the
Picture of an equity investment of US$2 million or more. HPE and
Platinum acknowledge that to the extent the Brash equity investment is not used
for purposes of financing the costs of the Picture, then any excess, if any,
shall go into the Interactive Software Game rights "pot" with the revenues split
as indicated above. For example, if the Brash equity investment is $2
million and $1.75 million of this amount is needed to finance the production of
the Picture, only the additional $250,000 would go into the separate
"pot".
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As set forth in the Agreement, as part
of Platinum's Reserved Rights, Platinum will control all generic property
licensing and merchandising rights ("Generic Rights"), but until the End Date
(as defined in the Agreement), as it may be extended, HPE shall receive fifty
percent (50%) of the Net Revenues derived therefrom. For purposes of
the foregoing, "Net Revenues" shall mean all revenues derived from the licensing
and other exploitation of the Generic Rights after deduction of a ten
percent (10%) administration/distribution fee to Platinum and all third party
royalties and similar creative participations.
If the foregoing accurately sets forth
our understanding, please so indicate by signing below.
Very truly yours, | |||
HYDE PARK ENTERTAINMENT, INC. | |||
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By:
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/s/ Xxxxx Xxxxxxxx | |
Chairman |
AGREED TO AND ACCEPTED: | |||||
PLATINUM STUDIOS | |||||
By |
/s/Xxxxx
Xxxxxxxx Xxxxxxxxx
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8129.119 DN/kkm
May 13,
2008 418499.6
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