Exhibit 10.5
Xxxxxx X. Xxxx, Esq.
0000 X. Xxxxx Xxxxxx Xxxx.
PMB # 300-137
Xxxxxxxxx, XX 00000
(702) 673-7843
FEBRUARY 1, 2010
Nevada Processing Solutions
0000 Xxxxxxxx
Xxx Xxxxx, XX 00000
(000) 000-0000
Re: Assignment of Distribution Agreement to Nevada Processing Solutions
Dear Sir:
I am sending this letter to acknowledge the assignment to Nevada
Processing Solutions of the Distribution Agreement entered into between the
Equity Capital Group, Inc., financing group (which became the owner of the
MMAX assets pursuant to a non-judicial foreclosure on or about April 15,
2009) and XxxxxxxxxXxxxxxxxxx.Xxx, Inc., which was executed on January 8,
2010.
Based on the concurrent assignment agreement between the financing group
and Nevada Processing Solutions, we hereby agree to concurrently assign all
contractual and property rights previously held relating to the assets
assigned. Thus, based upon this assignment and our concurrently executed
contract, we hereby also assign the contractual rights to the related
television "Distribution Agreement" with XxxxxxxxxXxxxxxxxxx.Xxx, Inc., a
California corporation. At the time of the assignment to NEPR, the contract
with XxxxxxxxxXxxxxxxxxx.Xxx, Inc., has not been completed and no payments or
other monetary benefit has been received by any party, thus the contract is
deemed a contingent or prospective right to benefit from the future
commercialization of the MMAX Assets and not based on any ongoing or current
business operations.
The Distribution Agreement (a copy of which is attached hereto) grants
distribution rights relating to the assigned assets to all television series
and video assets to XxxxxxxxxXxxxxxxxxx.Xxx, Inc. The terms of the
Distribution Agreement require the distributor, XxxxxxxxxXxxxxxxxxx.Xxx,
Inc., to pay a variable percentage of all proceeds derived from television
syndication of the Company's video assets, based on the market and language
of the programming. Currently, the distributor has secured distribution of
39 episodes (three seasons) of the MMAX Fights one hour television series on
a limited basis in Puerto Rico, which is scheduled to commence airing on
television in February, 2010. There is no guaranty that all of the episodes
will air because the television network has reserved the right to terminate
the syndication agreement subject to its own discretion. The distributor has
entered into a revenue sharing arrangement with a network station, which
means that any revenue derived by the public company from syndication of the
MMAX Fights television series will be based on a percentage of the revenue
generated by the television network which will air the assigned video
television series. Thus, because the contract has not commenced and has not
produced any revenues, there is no basis upon which to make a revenue
projection and there is no contractually committed sum or payment due from
the distributor.
Sincerely,
/s/ Xxxxxx X. Xxxx, Esq.
------------------------
Acknowledged and Accepted this 1st day of February, 2010.
NEVADA PROCESSING SOLUTIONS
By: /s/ J. Xxxx Xxxxxx
---------------------------
Authorized Signatory for
Nevada Processing Solutions
