EXHIBIT 10.21
__________________________
ASSIGNMENT
For good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the undersigned, Gulf Atlantic Communications, Inc.,
a Louisiana corporation ("Assignor"), hereby assigns, sells, conveys and
transfers to Winter Entertainment, Inc., a Delaware corporation ("Assignee"),
all of its right, title and interest under that certain Contract for
Programming
(the "Agreement"), dated December 1, 1995, between Video Catalog
Channel, Inc. ("VCC") and Gulf Atlantic Communications, Inc., a copy of
which is attached hereto as Annex I and incorporated herein by this reference,
the subject of the Agreement being the provision of programming by VCC
to Assignee, all as more specifically described in the Agreement.
GULF ATLANTIC COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
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ANNEX I
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CONTRACT FOR PROGRAMMING
The following shall serve as a contractual agreement between Video Catalog
Channel, Inc. (VCC) and Gulf Atlantic Communications, licensee K13VE,
E. Baton Rouge, LA ("Station").
Station agrees to broadcast VCC programming in its entirety, without editing
or interruption begining on Nov. 1995. The hours will be at least 20 hours
per day, 7 days a week for the duration of this contract and any extensions.
In consideration of this performance, VCC will pay to Station TEN
PERCENT (10%) of sales in Station's Zip Codes, minus returns. Said
payment will be made within fifteen (15) days of receipt by VCC Station's
standard Proof of Performance Affidavit form.
Any commissions included in this Agreement will be based on a list of Zip
Codes provided to VCC by Station, representing the Zip Codes of all area
comprising the principal coverage area of Station. Any purchases by VCC
customers registered prior to the date of this agreement will be deducted
prior
to payment.
The term of this agreement is one (1) year from the date this Agreement, with
the automatic renewal of additional terms of one (1) year each until either
party notifies the other in writing at least ninety (90) days prior to the
end of
any such term of a desire to not renew. Video Catalog Channel has the right
to void this contractual agreement at any time upon a 30 day notice should
sales fail to maintain such a level as to be profitable for VCC.
Signed: Video Catalog Channel, Inc.
/s/
Title: Pres. & CEO Date: 11/27/95
Signed: Station K13VE
/s/ Xxxxx X. Xxxxxx
Title: Pres. & CEO Date: 12/1/95
