VIA FACSIMILE
October 14, 1996
Xx. Xxxx Xxxxxxxx
President
Improvisation, Inc.
RE: EVENING AT THE IMPROV SPECTACULAR
Dear Xx. Xxxxxxxx:
The purpose of this letter is to memorialize our understandings with respect to
the co-production of the show and concept tentatively entitled Evening at the
Improv Spectacular (hereinafter collectively referred to as the "Show") between
On Stage Entertainment, Inc., a Nevada corporation ("On Stage") and Xxxx
Xxxxxxxx, an individual and as President of Improvisation, Inc. (together
"Improvisation"). To this end, we are with the understanding that the following
terms and conditions will govern our co-production of the Show:
Name of Production (tentative): Evening at the Improv Spectacular.
Basic Show Content: Comedy show incorporating several
comedians, comedic skits, dancers, comedic
production numbers, sets, choreography
lighting, etc.
Capital Contribution: Actual pre-production costs to be
contributed equally (50/50) between On Stage
and Improvisation.
Asset Contribution: In the event either party contributes assets
(sets, props) to the Show, the value of
those assets contributed will be credited to
the respective parties 50% capital
contribution at such amount that is to be
mutually agreed upon between the parties
Division of Profits: Profits will be divided equally (50% to On
Stage/50% to Improvisation)
Definition of Profits: For purposes of this agreement letter,
Profits shall be defined as gross revenues
minus actual costs incurred by each party,
which costs shall include the amortized
value of all capital and asset
contributions. Each party shall have the
right to reasonably request documentation in
support of the actual costs the other party
seeks reimbursement or credit for.
Billing Rights: An On Stage Entertainment and Improvisation
production.
Concept Ownership: As this Show and the underlying concept is
being developed as a joint venture, the
rights to the show and concept shall be
owned equally (50% by On Stage/50% by
Improvisation).
Term of Agreement: This Agreement will automatically expire if
no action is taken on this Co-Production
during any nine (9) month period.
If the above accurately represents your understandings with respect to the
material terms that will govern the Show, please acknowledge the same by
affixing your signature below. Upon execution hereof, please allow this letter
of understanding to serve as our agreement until such time as a more formal
agreement can be prepared which incorporates those terms and conditions which
are normally contained therein.
Very Truly Yours, Agreed and Accepted,
------------------------
Xxxx Xxxxxxxx
an individual
Xxxxx Xxxx
President
Legends in Concert, Inc.,
a wholly owned subsidiary of
On Stage Entertainment, Inc.
------------------------
Xxxx Xxxxxxxx
President
Improv West, Inc.
