[EXHIBIT 10.1.10]
SHORT FORM ASSIGNMENT
For good and valuable consideration, receipt
of which Is hereby acknowledged. and in
consideration of the mutual covenants and
agreements herein set forth, the undersigned,
Aryan Couple International BVl ("Assignor"),
hereby assigns and transfers to Celebration
International Pictures Limited (BVI)
("Assignee',), and its representatives,
successors, and assigns, all of Assignor's
right, title, and interest in and to the motion
picture presently entitled "Aryan Couple" (the
"Picture"), including, without limitation, all
copyrights and all rights of copyright in and to
the Picture and all of Assignors lights in and
to any and 8)1 agreements, assignments, licenses
and other instruments and documents of whatever
kind and nature, including without limitation,
the agreements referred to in Schedule A
attached hereto and any and all other
distribution agreements in all media throughout
the world heretofore or hereafter made or
executed which transfer rights In or to the
Picture.
Assignor warrants and represents that (a)
Assignor has all right and authority to make
this assignment and to grant to Assignee all of
the rights in and to the Picture and the
contracts granted herein; (b) Assignor has not
heretofore granted, transferred, encumbered,
assigned, or other disposed of. in any manner
whatsoever any right; title or interest acquired
by it In relation to the Picture; (c) there is
not now outstanding, any litigation or claims or
threats of claims or sums due which affect or
are concerned with, or in any way touch upon any
of the rights, licenses, privileges. and
proper1y assigned to Assignor hereunder: and (a)
Assignor has duly performed all of its
obligations to be performed prior to the date of
this assignmen1 with respect to the subject of
the contracts, including but not limited to all
payment obligations occurring prior to the date
hereof.
Assignor will indemnify Assignee and save and
hold Assignee harmless of and from any and all
claims. demands, actions, and liabilities of
every kind and character whatsoever including
reasonable attorneys' fees, arising out of any
breach or violation of the aforesaid
representations and warranties by Assignor.
Xxxxxxxx agrees to execute, acknow1edge and
deliver. or cause to be executed, acknowledged
and delivered, any and all further documents
which may be necessary or expedient to
effectuate the purposes of this Assignment. In
the event Assignor fails to execute and deliver
such other documents and Instruments promptly
upon demand thereof from Assignee, Assignee is
hereby authorized and appointed attorney-in-fact
of and for Assignor to make, execute and deliver
any and all such other documents and
instruments. Assignor hereby assigns and
delegates such power to Assignee. Assignor
wishes to be released and discharged from
Agreements assigned hereunder as from the date
of this agreement {the "Effective Date") and the
parties be1ow have agreed to release and
discharge Assignor from Effective Date on
condition that the Assignee
Undertakes to perform the Agreements and to be
bound by the terms of the Agreements in place of
the Assignor. The Assignee hereby assumes and
undertakes to perform such obligations.
Assignee hereby expressly acknowledges that
certain agreement between Wigram, Inc. and Red
Giants Productions, Inc., dated January 21, 2004,
entitled "Motion Picture Financing and Production
Services Agreement." Assignee hereby expressly
assumes any and all duties and obligations of Red
Giants Productions, Inc. to Wigram, Inc. under
that agreement. A copy of said agreement is
attached hereto as part (1) of Exhibit A,
and incorporated herein by this reference.
This Assignment shall be binding upon and
inure to the benefit of the successors,
assignees and licensees of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have
duly executed this short from assignment as of
August 23, 2004.
Celebration International Pictures
(BVI)("Assignee")
By: (sig.)
--------------------------------
Its: President
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Aryan Couple International BVI
(Assignor)
By: (sig.)
--------------------------------
Its: President
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The following parties agree to this assignment and the assumption
by Assignee of all obligations under the agreements assigned.
MAIRIS FILM LTD. SP ZOO
By: (sig.)
------------------------------
Its: President
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Wigram
By: (sig.)
-----------------------------
Its: President
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