[Logo]
November 10, 1994
Xx. Xxxxx Xxxxxxxxx
ON ICE, INC.
000 Xxxxx Xxxxxxxxx Xxxx.
Suite 200
Los Angeles, CA 90048
Dear Xxxxx:
This will confirm the following agreement reached between MAGIC PROMOTIONS,
INC., an Ohio Corporation, having its place of business at 000 Xxxx Xxxxxxxx
Xxxx, Xxxxxx, XX 00000 (hereinafter referred to as "Magic") and ON ICE, INC. a
Delaware corporation, having its place of business at 000 X. Xxxxxxxxx Xxxx.
Suite 200, Los Angeles, CA 90048 (hereinafter referred to as "Producer"):
1. Producer xxxxxx agrees that Magic will invest as a Full Partner in the
Nutcracker on Ice tours (hereinafter referred to as "Productions") encompassing
two (2) separate touring companies listed as the "A" and "B" tours.
2. The "A" tour shall star Xxxxxx Xxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxx and
shall be presented in mainly arena venues. The "B" tour shall star Xxxxx Xxxxx
and shall be performed in mainly proscenium theatre venues.
3. Both the "A" and the "B" tour shall be mounted for a total budget estimated
at Five Hundred and Fifty Thousand ($550,000.00) for 1994. Inclusive in the
budget is a flat General Management fee of Twenty Thousand Dollars ($20,000.00)
and a flat Producer fee of Ten Thousand Dollars ($10,000.00).
4. The total investment amount from Magic is Two Hundred and Twenty Thousand
Dollars ($220,000.00) As a Full Partner, Magic shall receive a forty percent
(40%) interest in the show (including ownership of sets, costumes, props and the
name) sharing in all profits and overages including, but not limited to, the
following: Show guarantees, show overages, Merchandising, Television, Video
sales, and Sponsorships. All revenue generated by Nutcracker on Ice for Magic
and On Ice, Inc. will be received in perpetuity. As of the date of this
Agreement, the following agreements regarding these revenue streams are being
negotiated:
On Ice, Inc./Magic Promotions, Inc. Agreement
November 10, 1994
Page 2 of 4
A. Sony Signatures has paid On Ice, Inc. an advance for the tour
Merchandising rights for the 1994 Nutcracker on Ice tour in the amount of
$60,000.00 with an additional $60,000 to be paid in Jan. '95.
B. A television deal is being negotiated with ESPN for rebroadcasting
rights for One Hundred Thousand Dollars. Fifty percent (50%) of that
amount, or Fifty Thousand Dollars ($50,000.00) will be paid directly to On
Ice, Inc.
C. A video deal is being negotiated with CBS/FOX for distribution rights
for VHS videos of Nutcracker on Ice for One Hundred and Twenty Five
Thousand Dollars $125,000.00). Fifty five percent (55%) of that amount, or
Sixty Eight Thousand Seven Hundred and Fifty Thousand Dollars ($68,750.00)
will be paid directly to On Ice, Inc.
D. Revenues for television and tour sponsorships are presently estimated at
Two Hundred and Fifty Thousand Dollars ($250,000.00).
E. Separate from Nutcracker on Ice, On Ice, Inc. has a four year agreement
with Sony Signatures for the Merchandising rights for Xxxxxx Xxxxx. Fifty
percent (50%) of all profits received by Sony Signatures for this deal goes
directly to On Ice, Inc.
5. This agreement shall be in effect for the entire life of this Production and
any future production of Nutcracker on Ice produced by On Ice, Inc., a
subsidiary of On Ice, Inc. a company affiliated with Xxxxx Xxxxxxxxx, or a
company assigned to Xxxxx Xxxxxxxxx or One Ice, Inc.
6. The recoupment for the total budget of Five Hundred and Fifty Thousand
dollars ($550,000.00) will come out of first monies from all revenues listed in
paragraph 4. above, minus the weekly operating expenses. The next Fifty Thousand
Dollars ($50,000.00) for each part of the season shall be paid to Xxxxx
Xxxxxxxxx as a Producing fee. All monies thereafter shall be split Sixty Percent
(60%) to Producer and Forty Percent (40%) to Magic.
On Ice, Inc./Magic Promotions, Inc. Agreement
November 10, 1994
Page 3 of 4
7. The daily budget for operating the "A" tour is estimated at Sixty Three
Thousand Dollars ($63,000.00). The weekly budget for operating the "B" tour is
estimated at Seventy Two Thousand Five Hundred Dollars ($72,500.00). In these
amounts there will not be a weekly fee for the General Management or a weekly
Associate Producing Fee.
8. The backup, method of payment and the timetable of payment for the tours
initial investments and all profits shall be as follows:
a. Daily show settlements for the tours shall be faxed to Magic no later
than Noon P.S.T. of the following day and a weekly recap of gross revenues,
overages and expenses shall be distributed via fax on Monday of every week
of the tour, including December 12, 19, 26, 1994 and January 3, 1995.
A. No later than December 30, 1994 all monies from overages shall be
distributed to the Producers for credit against the initial investment.
B. No later than January 25, 1995 all preliminary accounting audits shall
be distributed to the Producers.
C. No later than January 30, 1995, the total distribution of all investment
money and tour profits, along with the final financial tour audit, shall be
paid to the Producers.
9. Producer warrants and represents that it has the right to enter into this
Agreement and that it does not have, nor will it incur, any obligations or
commitments in conflict with the provisions hereof.
10. Producer represents that it has secured the necessary production rights for
performance of the Production and that the cost of mounting the production is
inclusive of costs of all royalties, arrangements, and licensing fees in
connection therewith.
On Ice, Inc./Magic Promotions, Inc. Agreement
November 10, 1994
Page 4 of 4
11. By combining the Memorandums of Understanding of June 20, 1994 and November
4, 1994, this Agreement constitutes the entire understanding between the parties
and cannot be modified or terminated, except by an instrument in writing signed
by both parties. It shall be construed in accordance with the laws of the State
of Ohio.
Sincerely,
MAGIC PROMOTIONS, INC.
By: /s/ Xxx X. Xxxxxxxx
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Xx. Xxx X. Xxxxxxxx, Vice President
Agreed and Accepted:
ON ICE, INC.
By: /s/ Xxxxx Xxxxxxxxx
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Xx. Xxxxx Xxxxxxxxx
President
