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Exhibit 10.6
OPTION TO ACQUIRE FILMED ENTERTAINMENT PROPERTIES
THIS AGREEMENT, made in Wildwood, Florida, on February 16, 1993,
between Xxxxx Xxxx Xxx, residing at 00000 XX 00xx Xxxxx, Xxxxx, Xxxxxxx (the
"Optionor"), and Studio City, Incorporated, a Florida corporation having an
office at 22 Seminole Path, Wildwood, Sumter County, Florida (the "Optionee"),
WHEREIN IT IS MUTUALLY AGREED, AS FOLLOWS:
1. That, in consideration of ten dollars ($10) and of other good and
valuable consideration, evidenced by a Promissory Note, hereto attached, to it
in hand paid by the Optionee, the receipt of which is acknowledged, the
Optionor agrees, upon the request of the Optionee, or his transferee, provided
such request shall be made on or before February 16, 1995, to sell, transfer,
convey, assign and deliver to the Optionee, or to his transferee, all of his
rights, title and interest of, in one or more of the Optionors filmed
entertainment properties, of which the Optionee has a choice to acquire one or
more or all the properties hereby attached to this agreement as Exhibit "A".
2. That the Optionor agrees that any of such filmed entertainment
properties, at the time of the exercise of the option given, by this agreement,
shall be conveyed and transferred free and clear from all liens, charges,
encumbrances and assessments of every nature, and the Optionor shall, within
fifteen (15) days after demand furnish and transfer copyright to the Optionee.
3. That the Optionee is given the exclusive right and option to
purchase from the Optionor one or more or all of the filmed entertainment
properties mentioned in Exhibit "A", at any time prior to February 16, 1995
(time being the essence of this agreement), for the price of fifty thousand
($50,000) dollars, plus two (2%) percent of the gross revenues produced by the
filmed entertainment property for the Optionee for perpetuity in accordance to
existing contractual agreements and regulations established by the Writers
Guild of America.
4. That nothing contained in this agreement shall limit, or be
deemed to limit, the right of the Optionor, prior to the time of the actual
transfer(s) of such property or properties, and that all books and vouchers of
the Optionee will be made available to the Optionor during reasonable office
hours to confirm the audited transfers of gross revenues due to the Optionor.
5. That this instrument may be transferred and assigned by the
Optionee, and, when so transferred and assigned, this instrument, and all of
its parts and provisions, shall inure to the benefit and run in favor of, and
be obligatory, upon such transferee, with the same fore and effect as though
such transferee had originally been the Optionee herein.
Dated, February 16, 1993, Wildwood, Sumter County, Florida
/s/ Xxxxx X. Xxx /s/ Studio City, Incorporated
------------------------ -----------------------------
Signature of Optionor Signature of Optionee
Xxxxx Xxxx Xxx Studio City, Incorporated
Witnesseth by: /s/ Xxxxxxxxx X. Xxx /s/ Xxxxx X. Xxxxxx
-------------------- --------------------------
Xxxxxxxxx X. Xxx Signature of Corporate Officer
Xxxxx X. Xxxxxx
Corporate Seal Affixed Here
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EXHIBIT "A"
Stories and Titles Currently Available - Partial List
"Cut Throat Ridge"c1976
"The Plunderers"c1976
"The Last Glider" - Work In Progress
"Silence Awaits" - Work In Progress
"Stihlman and The Firestone" - Work In Progress
"The Orion Murders"c1990
"Battle of Buck Mountain"c1987
"A Delicate Obsession"c1987
"Seven Eleven Xxxxxxxx Xxxxxx"x0000
"Happy Xxx"c1987
"Ghost Rider"c1984
"Teeth of Lions" - Work In Progress
"Dali" - Work In Progress
"The Hillsville Courthouse Murders"c1978
"The Last Great Adventure"c1978
"Xxxx"c1975
"Wheels" - Work In Progress
"Freefalling" - Work In Progress
"Like A Butterfly" - Work In Progress
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EXHIBIT "B"
Assets and Rights Being Conveyed
--------------------------------
Motion Picture Screen Properties $2,000,000
under existing Agreements
(Valuation based on Union minimums, as
established by the Writers Guild of America,
with projected 2% of gross profit participation,
Calculated to $50,000 (Union Min.) plus $200,000 $250,000
(profit participation) equalling $250,000 per
motion picture property.)
"Mistaken Identity"c1975 $250,000
"Mauvais"c1984 $250,000
"Love Can Kill"c1985/1993 $250,000
"Billion Dollar Bunnies"c1984/1993 $250,000
"The Love Bugs"c1984/1993 $250,000
"A Touch of Evil"c1984 $250,000
"Eyes of Terror"c1983 $250,000
"Rail Rider"c1984 $250,000
Inventions $2,400,000
(1985 Basis valuation of consumer
products created for manufacture with
direct ownership of all marketing rights
and spinoff product components. Calculated
at $600,000 value per product design.)
"Enviro Tools"tm $600,000
"Radius Gauge"tm $600,000
"Boot Valet"tm $600,000
"Book Lounge"tm $600,000
Art Concepts $500,000
(1988 Basis valuation of consumer
products based on free form solid
gold and silver sculptured chess sets
created for manufacture with direct
ownership of all marketing rights and
spinoff product components. Basis
similar to Franklin Mint product line
except in valuable metals.)
Wordsmith(tm)(c) Franchise Program $500,000
(1988 Basis valuation of national
franchise programs providing services
to the consumer market with direct
ownership of all marketing rights and
spinoff product components.)
*Wordsmith(tm)(c) successfully operated
two such franchises which evolved into
a wholesale operation for three franchises.
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EXHIBIT "B" - CONT
Assets and Rights Being Conveyed
Motion Picture Screen Properties under option to
purchase and developed $1,100,000
(Valuation based on option rights in 1993 for
motion picture and television properties under
development in accordance with standard industry
guidelines, the value of options range from $50,000
to $250,000 in 1993 marketplace.)
"Swingtime"c1993 $50,000
"Whooz Choice"c1985 50,000
"The War Lords"c1984 50,000
"Captain J Rides Again"c1988 50,000
"Midnight Blues"c1987 50,000
"Belle of Xxxxx Xxxx"c1986 50,000
"Hells Revenge"c1985 50,000
"Vendetta"1984 50,000
"A Miracle in Tibet"c1986 50,000
"The Junkyard Gang"c1986 50,000
"The GaNodds"c1988 50,000
"So Far From My Heart"c1989 50,000
"Water Drop Series"c1993 50,000
"Xxxxx Xxxxxx Series"c1993 50,000
"Way Off Broadway"c1991 50,000
"Paparazzi"c1990 50,000
"Love Bugs" Television Game Show c1990 50,000
"Fright Night"c1988 50,000
"Fountain Blue"c1992 50,000
"Worlds Greatest Escapes"c1993 50,000
"Seminole" Mini-Series, c1992/1993 50,000
Contemporary Career Guides(c)(tm) Publishing $ 500,000
(1990 valuation of publishing career guides in various
industries, which are categorized as self help books.
The first career guide based on careers in the Airline
Industry is now ready for publication and marketing to
the consumer marketplace.)
PocIt(c)(tm) Publishing $ 225,000
(1992 valuation of publishing point of purchase
paperback novelty books and magazines, similar to Globe
Communications Mini-Mags. A series of Nine Unsolved
Murders and Disappearances in the United States, where
a Combined Reward and Movie Contract of $101,000 is
offered to the person(s) who can solve these mysteries
and/or lead to the successful conviction of the
perpetrator(s) in each of these cases.)
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EXHIBIT "B" - cont
Assets and Rights Being Conveyed
Motion Picture Screen Properties and Television
Production Properties a legal contract and option has
been created to purchase one or more filmed
entertainment properties. $ 1,000
(A minimal valuation has been placed on these rights
for development, production, and exploitation for any
one or combination of fifty-two motion picture and
television projects. In disclosure, an interest per
project is available to meet production and
distribution needs.)
Total Assets and Rights Being Conveyed $ 7,226,000
Liabilities, Debt and Costs Being Conveyed
Start-up Costs (TFC) 5,250.00
Expenses 1985-1989 36,262.34
Operational Expenses 44,135.26
Expenses 1990-1991 Cost From Contract 13,235.22
Original Equity 50,000.00
Carryover Costs 390,000.00
Total Liabilities, Debt and Costs Being Conveyed $ 544,132.82
Combined Total of Assets and Liabilities Conveyed $ 7,770,132.80
