SEVEN ARTS PICTURES INC. 10202 W. Washington Blvd. David Lean Bldg. #430 Culver City, CA 90232 September 2, 2004
EXHIBIT
10.19
SEVEN
ARTS PICTURES INC.
00000 X.
Xxxxxxxxxx Xxxx.
Xxxxx
Xxxx Xxxx. #000
Xxxxxx
Xxxx, XX 00000
September
2, 0000
XXXXX
XXXX FILMED ENTERTAINMENT LIMITED Xxx Xxx Xxxxxxx, Xxxxxxxxx
Xxxxxxxxx
Xxxxxx X0
U 4 JZ
UNITED
KINGDOM
Gentlemen:
Please
make reference to the attached Intercompany Agreement among your predecessors in
interest (the "UK Companies") and us ("SAP"). You ("SAFE") as successor in
interest agree to be bound by the terms of the Intercompany Agreement in the
same manner as the UK Companies and on the same terms. Pursuant to the Share
Exchange Agreement between SAP and your parent company Seven Arts Pictures PLC
("PLC"), and this Agreement, SAP has agreed that the gross sums realized by SAP
of concurrent date under the Intercompany Agreement and this, Amendment less any
costs incurred by SAP and taxes due by SAP to any taxing authorities shall be
payable to PLC as additional capital contributions by SAP.
SAP and
SAFE agree to the following miscellaneous terms:
1. Further Assurances. The parties hereto
agree to promptly do, make, execute, deliver or cause to be done, made, executed
or delivered all such further acts, documents and things as may reasonably be
required for the purpose of giving full force and effect to this Agreement,
whether or not after the execution hereof
2. No Waiver. The failure at any time to
require performance of any provision of this Agreement shall not affect the full
right to require such performance at any later time. The waiver of a breach of
any provision shall not constitute a waiver of the provision of any succeeding
breach.
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3. Severability. Should any provision of
this Agreement be held to be invalid, the remainder of this Agreement shall be
effective as though such invalid provision had not been contained in this
Agreement.
4. Counterparts. This Agreement may be
executed in several counterparts, each of which shall constitute an original and
all which together shall constitute one agreement.
5. Effective Agreement. The transaction
of transfer, assignment and assumption as contemplated herein shall be effective
upon the execution hereof without further act or formality.
6. Inurement. This Agreement
shall endure to the benefit of and be
binding upon the parties hereto, their heirs, executors, administrators,
successors and assigns.
Please
confirm your agreement to the foregoing by signing below where
indicated.
Very truly yours,
SEVEN ARTS PICTURES
FILMED
ENTERTAINMENT LIMITED
By: _____/s/ Xxxxx
Hoffman_______________
AGREED
AND ACCEPTED
SEVEN
ARTS PICTURES INC.
By: __/s/
Xxxx Bottomley__________
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