3 Picture Agreement Castle Hill
AGREEMENT made this 12th day of February, 1999 by and between MAGIC FINGERS,
INCORPORATED, 0000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000,
Phone/Fax (000) 000-0000 (hereinafter called "Licensor") and CASTLE HILL
PRODUCTIONS, INC., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 15th
Floor, U.S.A. (hereinafter called "Licensee").
WITNESSETH:
In consideration of the mutual covenant herein contained, Licensor and
Licensee agree as follows:
1) SUBJECT MATTER: The subject matter of SHAKMA starring Xxxxxxxxxxx Xxxxxx and
Xxxxx XxXxxxxx, "SHOOT" starring XxXxx Xxxxxxxx and Xxxxx X'Xxxxxx, and "NO MORE
DIRTY DEALS" starring Xxxxxx and Von VonLindenberg this agreement is the motion
picture (hereinafter collectively called the "Picture") described in Schedule
"A" attached hereto and made a part hereof. Whenever the term "Picture" is used
herein, it shall be deemed to refer to the picture licensed hereunder.
2) GRANT OF RIGHTS: Licensor hereby grants, sells and assigns to the Licensee
and the Licensee shall have and enjoy all exclusive rights in and to the Picture
without condition restriction or limitation of any kind, for the territory
described in Schedule "A" attached hereto and made a part hereof (hereinafter
called the "Territory") and for the term of this agreement described in Schedule
"A" attached hereto and made a part hereof (hereinafter called the "Term").
The exclusive rights granted hereunder to Licensee, without limiting the
Generality of the foregoing, include the following:
a) The sole and exclusive right to exhibit, distribute, market, advertise,
publicize and exploit the Picture and trailers thereof in any and all languages
and versions and reissues thereof and to license and to permit others to
exhibit, distribute, market, exploit, advertise and publicize the same and
reissue thereof throughout the Territory or any part there of, for any and all
purposes whatsoever (theatrical, non-theatrical, commercial, non- commercial,
sponsored, non-sponsored, sustaining, and in connection with the advertising
and/or exploitation of commercial products or otherwise), including but not
limited to distribution to the United States Army, Navy and other military or
Armed Services installations, and American Red Cross; home viewing, veterans
hospitals or similar facilities wherever situated throughout the world;
airplanes; ships at sea; schools; CATV; video cassettes and discs; on all gauges
of film and other surfaces and by every means, method or device (mechanical,
electrical or otherwise) known or which may hereafter be discovered, invented,
developed, devised or created, including but not limited to radio and television
in all forms and improvements thereof, now known or hereafter to be known,
including but not limited to "free television," "pay television," "subscription
television," whether wired or over-the- air.
b) The right but not the obligation to register the Picture for copyright
throughout the world.
c) The right to announce on the Picture and elsewhere that it is presented
by Licensee and/or Licensee's designees, and to use Licensee's own logo, name
and trademark on the Picture and to authorize others to use and attach their own
logos, names, and trademarks thereon.
d) The right to use all music, copyrighted or otherwise, contained in the
Picture in connection with the exhibition of the Picture for all purposes and in
all media embraced in the grant of rights herein made to the Licensee.
e) The right to use the names, pseudonyms, photographs, likenesses, acts,
poses, sound effects and voices of all artists appearing in the Picture, the
director thereof, the Licensor thereof, the musicians, writers, composers,
author, and others appearing in or connected with the production of the Picture,
in connection with the
119
exhibition, distribution, marketing, advertising, exploitation, and publicizing
of the Picture in any or all parts of the Territory, and to write and publish
articles concerning each thereof in connection with the exploitation,
publicizing, advertising and sale of the Picture.
f) The right to telecast by any form of television, commercial messages
before, during or after the telecasting of the Picture.
g) The right to write, draw, illustrate, compose, prepare, publish and to
license and to authorize others to write, prepare, compose and publish synopses,
stories, illustrations and comic books in all forms and combinations including
but not limited to the right to utilize such synopses, stories, illustrations
and/or comic books and excerpts therefrom in newspapers, magazines and/or trade
periodicals in any and all parts of the Territory and the right to use excerpts
from the story or literary material; upon which the Picture is based in
documents, posters, road displays, press books and any and all other media.
h) The right in the name of the Licensee otherwise to institute and.
prosecute any and all actions or proceedings which Licensee may deem necessary
to institute; or prosecute for the purpose of establishing, maintaining or
preserving any of the rights herein granted or purported to be granted to
Licensee and similarly to defend any action or proceeding which may be brought
against Licensee, its licensees, contractees, or assignees with respect to the
Picture or any of the rights herein granted or purported to be granted to
Licensee or which in any manner questions or disputes any of the rights of
Licensee in and to the Picture or any of the rights herein granted. If legal
action results in the recovery by Licensee of any monies, such monies shall be
owned exclusively by Licensee.
i) The right to utilize in whole or in part without charge, any and all
artwork and other materials (negative or otherwise) used or prepared for any and
all versions of the Picture, whether for press books, brochures, advertising or
other publicity, together with access, without charge, to all such materials.
j) The right to use and exploit merchandising rights and commercial tie-in
rights of any and every kind or nature related to, arising out of, or in
connection with the Picture and/or the title thereof and/or music used therein
and/or the characters appearing therein and/or their names and characteristics
and/or under a name which incorporates any phrase, clause, sentence or
expression which is used in the Picture or which the general public associates
with the Picture. Merchandising rights include the right to produce, distribute,
sell and exploit so-called "premiums" (accessories, mailing pieces, labels or
other items or devices, by which any sponsor is able to call to the attention of
the public that the Picture is associated with or related to such sponsor's
business, products, or service); the publication of comic books or comic strips,
the making of endorsements, the making of costumes or parts of costumes, or the
manufacturing of any item which is related to or evolves from the Picture.
Licensee shall be entitled to one-hundred (100%) percent of the gross receipts.
k) Licensee shall have the right in its sole discretion to make any and all
changes and modifications in the Picture which Licensee shall determine to be
necessary or desirable.
3) DELIVERY OF THE PICTURE: Licensor shall supply Licensee with, and shall
deliver all materials of the Picture, to the extent and within the period
specified in "Materials" in Schedule "A" and as defined in Schedule "C",
"Delivery of Materials" attached hereto and by this reference made a part
hereof.
Delivery of the Picture shall mean the physical delivery to Licensee within
a period of not more than thirty (30) days from the date hereof (time being of
the essence) at such address or addresses as Licensee shall designate in
writing, at the sole cost and expense of Licensor and free and clear of any
liens, claims, charges, limitations, restrictions, encumbrances of any kind (i)
all of the schedules, details and information required to be delivered pursuant
to any provision of this agreement, and (ii) all of the physical materials and
items enumerated in the Schedules "A" and "C". Licensee shall have the right
during the thirty (30) day period (subject to laboratory and other delays beyond
its control) following the tendered delivery of each item to examine and inspect
same. Delivery will not be deemed complete within the meaninc, of this agreement
until delivery of all materials and items required
120
to be delivered shall have been effected and the aforesaid period of inspection
shall have expired. Upon the completion of such inspection and examination
Licensee shall advise Licensor wherein any such delivery is not proper or
complete. If delivery shall not be completed within the time, manner and in
accordance with the requirements of this agreement, Licensee (without prejudice
to any other right or remedy which may be available to it) may but shall not be
obligated to (a) itself supply at the cost of Licensor, or to require Licensor
to promptly supply, such items or materials which Licensor failed to supply in
the first instance, or to (b) require Licensor to refund any kind and all monies
therefor paid to it until Licensor shall effect complete and proper delivery, or
to (c) terminate this agreement and all of the obligations of Licensee
hereunder, in which event, Licensor will, upon demand, pay to Licensee a sum
equal to the aggregate of all payments to Licensor plus costs, expenditures and
indebtedness incurred in respect of the Picture.
4) PAYMENT: As full consideration of the rights herein granted, and of the
representations, warranties, and covenants herein made and/or agreed to be
granted and made, Licensee shall pay to Licensor the amount set forth in
Schedule "A."
5) LICENSOR WARRANTIES AND REPRESENTATIONS: As an inducement to Licensee to
enter into this agreement and make the payment provided for herein, Licensor
warrants and represents the following:
a) Licenser is the sole owner of, or controls the rights and licenses
granted and assigned, and has the right to enter into and perform this agreement
and grant, sell and assigns all of the exclusive rights and licenses herein
contained, including but not limited to literary and music synchronization
rights in connection with the Picture.
b) Licensor warrants and represents that the Picture has never been
released in the Territory in any medium, gauge or format to the best of their
knowledge and the exception of Schedule "B".
c) Licensor warrants and represents there are no claims or litigation,
pending or threatened, concerning Licensor's rights or title as herein sold and
assigned. Licensor has not done, nor will Licensor do, anything which may impair
the rights sold old assigned.
d) That all obligations with respect to the Pictures including but
limiting, to all salaries, royalties, laboratory charges, recording fees and the
like, have heretofore been fully paid, and that Licensor has obtained proper and
effective licenses to record, synchronize perform and to otherwise utilize
throughout the Territory, all music which has been used in the Picture and
contained in the soundtracks thereof that any and all residuals and/or other
payments due performers, unions, etc. shall be the sole responsibility of
Licensor.
e) The Licensor controls the complete, entire and exclusive sound and
silent theatrical, non- theatrical and television rights for the Territory in
and to, the story upon which the Picture is based, the screen adaptations
thereof and all other materials tlaerein including but not limited to dialogue,
music and all titles, characters and text thereof, together with the right to
use, in publicizing, advertising and exploiting the Picture, the names,
characters, titles and text of and from the literary material upon which the
same are based, together with the names of the authors thereof, as well as the
names, pseudonyms and likenesses of the actors or others appearing in or
connected with the Picture; that all of such rights are controlled by Licensor,
together with the complete, absolute, entire and unrestricted right of
assignment thereof.
f) That the Picture and the synchronized sound thereof, do not infringe
upon the common law rights or copyrights or the literary, dramatic, musical,
patented performance rights or the trademarks or trade names of any other party,
and that nothing contained in the Picture violates the private, civil or
property rights or right of privacy, or any other right of any other persons
firm or corporation or otherwise.
g) That all motion picture rights, including but not limited to, theatrical
rights, non-theatrical, video cassette and television rights in and to all
material used in the Picture, the negatives, prints, music, and records are
121
free from mortgages, claims, debts, charges and other encumbrances of any kind,
nature and description, insofar as the rights of the Licensee hereunder are
concerned.
h) That neither the dialogue nor the photography of the Picture contains
any reference to or representation of any product, commodity or service which
could be construed as an advertisement or recommendation of such product,
commodity or service.
i) At the time of delivery of the Picture, the pre-print materials which
Licensor is delivering, to Licensee shall be in suitable condition for the
manufacture therefrom of commercially acceptable duplicate pre-print and
positive-print materials. If required by Licensee, Licensor agrees to provide
Licensee with access to such additional pre-print materials with respect to the
Picture as Licensor may have in its possession.
6) INDEMNIFICATION: Each party hereto will, at its own cost and expense,
indemnify the other, its assignees, successors and licensees and hold them free
and harmless from any and all loss, damage, liability and expense, including
reasonable attorneys' fees, resulting from any breach or claimed breach of any
warranties, representations, covenants or agreements contained herein. The party
claiming indemnity shall furnish the indemnifying party with prompt notice of
the institution of any action or the making of any claim for which the
indemnifying party is responsible. Thereupon, the indemnifying party shall
undertake, against such action of claim. The party responsible for indemnity
shall have the night, at its option, to participate, at its own expense, and by
its own attorneys in the defense of any litigation. Neither acceptance by
Licensee of the Picture, nor any termination of this agreement, nor election on
the part of the party claiming, indemnity to participate in the defense of any
litigation shall impair, modify or discharge the indemnifying party's
obligations under this paragraph.
7) NOTICES: All notices and other data required or desired to be given hereunder
by either party shall be deposited in the mails in the country of origin postage
prepaid, addressed to the other at the address set forth at the head of this
agreement. Either party shall have the right to designate other or different
addresses for the giving, of any such notice by a notice given in accordance
with the provisions of this article.
8) ENTIRE AGREEMENT: This agreement constitutes the entire agreement between the
parties and may not be changed or modified, nor may any provision hereof be
waived except by an agreement in writing, signed by both parties hereto.
9) APPLICABLE LAW: This agreement shall be construed in accordance with, and all
questions with respect thereto, shall be determined by the laws of the State of
New York, U.S.A.
10) NO WAIVER: No waiver by either party of any breach of any provision of this
agreement shall be deemed to be a waiver of any preceding or succeeding breach
of the same or any other covenant or provision.
11) FORCE MAJEURE: Failure by either party to perform its obligations or delay
in such performance as a result of Acts of God, war, strikes, lock-outs,
shortened working hours, other industrial action, machine breakdown, fire,
flood, explosions, injunctions, judgments, adverse claims, or any other cause
beyond its reasonable control shall not constitute a breach of the terms of this
Agreement PROVIDED THAT such party shall use all reasonable endeavors to resume
the performance after the conditions (as aforesaid) causing such failure have
ceased. 12) RELATIONSHIP OF PARTIES: Nothing herein contained shall constitute a
partnership between, or joint venture by, the parties hereto or constitute
either party the agent of the other. Neither party shall hold itself out
contrary to the terms of this paragraph, and neither party shall become liable
by any representation contrary to the provisions hereof.
13) BINDING EFFECT: This agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their successors and assigns.
14) RECORDATION: Licensor agrees upon Licensee's request made of Licensor at any
time during the term of this agreement to execute a formal assignment of the
rights granted herein in favor of the Licensee, in form acceptable to the
Licensee's attorneys, and Licensee is hereby authorized at its own expense to
record said assignment.
122
15) SPECIAL PROVISIONS: Licensor and Licensee agree upon special provisions as
defined in Schedule "A".
IN WITNESS WHEREOF: the parties hereto have hereunto set their hands and
seals the day and year first above written.
"Licensor"
By:/s/
-------------------
"Licensee"
CASTLE HILL PRODUCTIONS, INC.
By: /s/ Xxxxxx Xxxxx Xxxxxxx
----------------------------
Pres. /CEO, Magic Fingers, Inc. "Licensor"
123
SCHEDULE "A"
to agreement dated February 12, 1999 by and between
MAGIC FINGERS, INC.
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Phone/Fax: (000) 000-0000
and
CASTLE HILL PRODUCTIONS, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxxxx0000
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
1) PICTURES: "SHAKMA"
"SHOOT"
"NO MORE DIRTY DEALS"
2) TERM: Perpetuity
3) RIGHTS: All Rights
4) TERRITORY: Worldwide
5) LICENSE FEE: $50,000
6) PAYMENT SCHEDULE: $5,000 on execution. Balance of
$45,000 due upon delivery and
technical approval of all material.
7) MATERIALS: see Schedule C
8) SPECIAL PROVISIONS: At the point up until the time of sale, all
residuals are the responsibility of Licensor.
Licensor must advise Licensee of any future
residuals due.
124
SCHEDULE "B"
To agreement dated February 12, 1999 by and between
MAGIC FINGERS, INC.
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000
Phone/fax:(000)-000-0000
and
CASTLE HILL PRODUCTIONS
0000 Xxxxxx xx xxx Xxxxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Phone:(000)-000-0000
Fax:(000)-000-0000
DISTRIBUTION TERRITORIES CURRENTLY SOLD
COUNTRY FILM RIGHTS START DATE END DATE
AUSTRALIA Shakma Free TV 5/11/92 5/11/99
BENELUX Shakma Video, TV 0/ /00 0/ /00
Xxxxx Xxxxx, XX 0/ /00 0/ /00
XXXXXX Shoot All 3/1/95 3/1/00
CHINA - HONG Shoot Video 12/31/99
KONG
CANADA Shakma Tv Pay TV, Video 3/ /9/8 3/ /2013
CHILE Shoot All 12/31/95 12/31/99
DOMESTIC US Shakma Tv Pay TV, Video 12/31/99
GERMANY Shoot All 11/17/92 11/17/02
(AUSTRALIA,
SWITZERLAND,
LIECHTENSTEIN,
LUXEMBOURG,
SUD TYROL)
GERMANY Shakma All 10/25/90 10/25/99
GREECE Shakma All 10/31/90 10/31/99
Shoot TV
HOLLAND Shoot All 11/17/92 11/17/02
HUNGARY Shakma All 10/31/90 10/31/00
IRELAND Shakma All 10/31/90 10/31/00
125
COUNTRY FILM RIGHTS START DATE END DATE
INDIA Shakma All 1996 2001
NMDD All 12/31/99
JAPAN Shakma All 8/ /97 8/ /2002
MALAYSIA NMDD All 12/31/99
NEW ZEALAND Shakma All 5/11/92 5/11/99
PANAMA Shoot Video 12/31/01
SOUTH AFRICA NMDD All 12/31/99
TAIWAN NMDD All 12/31/99
THAILAND Shoot All 8/ /97 8/ /03
VENEZUELA Shoot All 12/31/99
NMDD All 12/31/99
126
SCHEDULE "C"
to agreement dated February 12, 1999 by and between
MAGIC FINGERS, INC.
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000
Phone/fax:(000)-000-0000
and
CASTLE HILL PRODUCTIONS, INC.
A. Delivery Location:
1. Castle Hill Productions, Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx
Xxxx, XX 00000.
B. Film Materials:
1. Release Print: As available, one (1) 35mm composite release print of the
Picture and trailer. (For "SHAKMA" only).
2. M&E Track: Irrevocable access to, and ability to move to a laboratory
mutually agreed upon one (1) 35mm state of the art magnetic soundtrack master
including the music track and the 100% fully filled effects track on separate
channels where the effect track contains all effects including any effects
recorded on the dialogue guide track with no English dialogue in the M&E tracks.
C. Videotape Items:
1. Digital Trailer and Movie Video Masters: One D2 individually manufactures
(conversions not acceptable) Trailer Video Master in the NTSC format (panned and
scanned if the Picture is in 1.85 ratio or in scope). Channels 3 and 4 shall
contain a 100% fully filled and synchronized M&E track in stereo (in mono if
non-stereo production). Textless background shall be attached to the tail of the
Master.
D. Publicity Materials:
1. Color Stills: All I available color stills depicting scenes in the Picture
with members of the cast (including principals appearing therein).
2. Color Slides: Minimum of 25 production color slides (35mm color
transparencies) depicting scenes in the Picture with members of the cast
(including principals) appearing therein.
3. Advertising Materials: All available advertising materials.
E. Legal and Publicity Documents:
1. Feature Dialogue Continuity: Two (2) copies in the English language of a
detailed, final dialogue and action continuity in an acceptable format, of the
completed Picture.
2. Trailer Dialogue Continuity and Spotting List: Two (2) copies in the English
language of a detailed, final dialogue and action continuity in an acceptable
format, of the completed Trailer and Two (2) copies in the English language of a
detailed, final spotting list in an acceptable format, of the Trailer.
127
3. Synopsis: Three copies of a brief synopsis in English language (one
typewritten page in length) of the Picture and three (3) conics of a synopsis in
the English language (three typewritten pages in length) of the story of the
Picture.
4. Technical Crew: One (1) copy of a list of all technical personnel (including
their title or assignment) involved in the production of the Picture (as per
credit roll).
5. Screen Credit Obligations: Two (2) copies of the Screen Credit Obligations
for all individuals and entities affiliated with the Picture (as per credit
roll).
6. Music Cue Sheets: Two (2) Music Cue Sheets of the Picture.
7. Notarized Assignment of Rights (Exhibit "A"): Three (3) original notarized
Assignment of rights in the Picture from Grantor to Castle Hill Productions,
Inc.
8. Copyright Certificate: Two (2) U.S. Copyright Registration Certificates
(stamped by the Library of Congress) for each of the Pictures.
9. Music Licenses: Copies of Music Licenses - synchronization and mechanical.
10. Composer's Agreement: Copies of all composer's agreement with respect to the
Picture.
11. Chain of Title: Complete chain of title materials suitable for filing with
the United States Library of Congress and reasonable suitable to Castle Hill
Productions, Inc. primary lender indicating that Grantor has full right, title
and interest in and to the Picture and all underlying property.
12. UCC Search: One current UCC search from the following states: (i)
California, (ii) New York; and (iii) the state of producer's principal place of
business. Each search report must show that the Picture is free and clear of any
and all liens. Castle Hill Productions, Inc. agrees to perform said search, the
cost of which shall be reimbursed by Grantor.
13. MPAA Certificate: MPAA certificate of Approval and rating with a receipt for
the Payment of the fee.
14. Copyright Report: One current (no more than 60 days old) copyright report
showing that Grantor has good clear title to the picture and all underlying
rights.
15. Assignment of Rights (Schedule "E"): If Licensor grants Licensee pay cable
television rights, Licensee will execute and notarize two copies of the attached
Schedule "C".
128
SCHEDULE "E"
to agreement dated February 12, 1999 by and between
MAGIC FINGERS, INC.
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxx Xxxxxxxxxx, XX 00000
Phone/fax:(000)-000-0000
and
CASTLE HILL PRODUCTIONS, INC.
ASSIGNMENT OF RIGHTS
For good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, ("Assignor"), Magic Fingers, Inc. whose address is 0000 XX
Xxxxxx Xx. Xx Xxxx. XX 00000 hereby grants, transfers and assigns to Castle Hill
Productions Inc. ("Assignee"), whose address is 1414 Avenue of the Americas, Xxx
Xxxx, Xxx Xxxx, 00000 and Assignee's successors and assigns, the sole and
exclusive rights under copyright to exhibit, distribute and otherwise exploit
the following motion picture by means of Non-Standard Television on the pay
television program services owned or controlled, directly or indirectly, by Home
Box Office and distributed within the United States and its territories,
commonwealths, possessions and trusteeships (including, but not limited to,
Puerto Rico, the United States Virgin Islands and Guam), and United States
military bases and embassies wherever located.
THE PICTURE:
The assignment is made for the sole purpose of permitting Assignee to enter
into the License Agreement dated as of with respect to such motion picture with
Home Box Office and, with respect to the motion picture, this Assignment is made
only for the period commencing on the date hereof and ending on .
As used herein, Non-Standard Television shall mean any and all forms of
television Exhibition, whether now existing, or developed in the future, other
than Exhibition by means of Standard Broadcast Television. Non- Standard
Television shall include, without limitations television Exhibition by means of
cable wire or fibre of any material, over-the-air pay or STV in any frequency
band, any and all forms of regular or occasional scrambled broadcast or other
transmission for taping, recording, or other storage on tape, disc or any other
electronic means of data retention for subsequent replay, master antenna,
satellite master antenna, low power transmission, high definition transmission,
closed-circuit transmission, radio (for purposes of simulcast only), tape,
cassette and disc delivery (but excluding distribution of Home Video Devices),
single and multichannel multi-point distribution service and satellite
transmission directly to TVROs, all on a subscription pay-per-view, license,
rental, sale or any other basis.
Assignor hereby appoints Assignee, its successors and assigns, as its
irrevocable Attorney-In-Fact with the right (but not the obligation) to (i)
obtain and secure copyright protection (and renewal and ex-tensions thereof) for
the property specified above; (ii) to enforce and protect all rights, licenses
and privileges granted herein or pursuant to the Agreement and granted under any
and all copyrights (and renewals and extensions thereof), and (iii) to prevent
any infringement of said copyright and to litigate, collect and receive all
damages arising from such infringement of such rights, licenses and privileges,
using the name of the Assignor (in the discretion of Assignee) and joining
Assignor as party plaintiff or defendant in any suit or proceeding (in the
discretion of Assignee). Assignor agrees to cooperate with Assignee in any suit
or action instituted by Assignee hereunder.
Assignor agrees to execute and deliver and cause to be executed and
delivered to Assignee any and all documents and instruments necessary to effect
and complete the transfer to Assignee or all rights granted pursuant
129
to the Agreement. In the event Assignor fails to execute and deliver such other
documents and instruments promptly upon demand therefor by Assignee, Assignee is
hereby authorized and appointed Attorney-In-Fact of and for the Assignor to
make, execute and deliver any and all such documents and instruments.
It is understood that Assignee's aforementioned powers as Attorney-In-Fact
of the Assignor are powers coupled with an interest and irrevocable.
This Assignment and the provisions hereof shall be binding, upon Assignor,
its successors and assigns.
This Assignment shall be subject to the terms and conditions of this
Agreement.
IN WITNESS WHEREOF, THE ASSIGINOR HAS DULY EXECUTED THIS ASSIGNMENT AS OF THE
DATE FIRST STATED ABOVE.
By:/s/
--------------------------
130
