[TLC LOGO]
AGREEMENT
Date: as of April 3, 1996
TLC ENTERTAINMENT BEACHPORT ENTERTAINMENT
----------------- -----------------------
DIGITAL GROUP
-------------
"TLC" "BEACHPORT"
0000 Xxxxxxxxx Xxx. 000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx Xxxx, XX. 00000 Xxx Xxxxxxx, XX 00000
Contact: Xx. Xxxxxx Xxxxxx 000 Xxxxx Xxxxxx Xxxx. (After 4/15/96)
Ph: (000) 000-0000 Xxxxx Xxxxxx, XX 00000
Fax: (000) 000-0000 Contact: Xx. Xxxxx Xxxxx
Ph: (000) 000-0000
Fax:_________________________
Fed. ID No.:_________________
RE: XxXXX'X NEW BIBLE FOR KIDS CD-ROM (working title)
This Agreement is made as of April 3, 1996 between TLC Entertainment ("TLC"), a
California Joint Venture, and Beachport Entertainment Digital Group
("Beachport"), a California Corporation, whereby Beachport agrees to provide
software design, development, and production services to TLC as the technology
company responsible for the production of the CD-ROM product, tentatively
entitled "XxXxx'x New Bible for Kid's CD-ROM".
1. Services. Beachport hereby agrees to perform, in consultation with TLC and
to TLC's satisfaction, all software design, technological, and production
services ("Services") necessary to complete a fully functional interactive
CD-ROM product based on and/or related to the XxXxx and Me! video series
(the "Series"), tentatively entitled "XxXxx'x New Bible for Kid's CD-ROM"
(the "Product"). The Product structure will be based upon the presentation
written by TLC and Beachport dated February 7, 1996 (MCD-ROM 105), and
attached herein as Exhibit A.
TLC/Beachport Deal-XxXxx XX-ROM Page 1.
[TLC LETTERHEAD]
TLC will be responsible for securing distribution outlets for the product,
including negotiating the Tyndale Deal, as noted below. TLC will also be
responsible for attempting to secure a general market distributor prior to
April 15, 1996, or thereafter, if Tyndale unable to successfully execute
those rights.
Based on the deal ("Tyndale Deal") drafted between the parties (dated March
7, 1996, signed March 14, 1996), Tyndale New Media ("Tyndale"), a division
of Tyndale House Publishers, shall serve as the religious distributor of
the product (and potentially the general market distributor). Beachport and
TLC shall be bound by the terms of that agreement, which has been attached
hereto as Exhibit B, except as amended herein.
The following shall serve as amendments to the March 7, 1996 Tyndale Deal.
Beachport shall perform the Services by delivering the completed concept
design document to TLC by no later then Friday, March 29, 1996. Final
delivery of the "gold master" to TLC will be on or before August 5, 1996.
2. Content. The bulk of the content will be provided by Tyndale, per the
Tyndale Deal; however, Beachport will be responsible for working with TLC
to set reasonable deadlines for the content rewrites, or new or adapted
material that TLC is providing.
3. Approvals. All Work ("Work") produced and provided by Beachport must be
approved by TLC prior to delivery to Tyndale. Beachport will provide
sufficient time for TLC to comment on material, and will make necessary
changes prior to delivery to Tyndale.
4. Funding. The Production Budget for this project has been set at $150,000.
The Funding will be through advances from Tyndale, and potentially other
distributors, as well as funding and deferred compensation from both
Beachport and TLC.
Per the Tyndale Deal, Tyndale will advance $50,000 ("Tyndale's Advance"),
which will be split $15,000 to TLC and $35,000 to Beachport. The payment to
Beachport will be broken down as follows:
TLC/Beachport Deal-XxXxx XX-ROM Page 2.
$10,000 Upon TLC's receipt of Tyndale payment (Beachport
acknowledges that TLC Check #101 was paid in this
amount on March 18, 1996)
$16,250 Upon signature of this agreement
$ 8,750 Within fifteen days of Final Delivery payment from Tyndale
-------
$35,000
Of the remaining $100,000 production budget, it is understood that both
Beachport and TLC will be responsible for funding their own company
expenses, including development and travel.
Any additional advances that are able to be secured through new or existing
distributors shall first be split with Tyndale as described in the Tyndale
Deal, thereafter, the remaining funds shall be split 50% to TLC and 50% to
Beachport.
5. Recovery & Profits. The profit percentages received by TLC and Beachport
shall be based on the Tyndale Deal, however, payments from Tyndale will be
made directly to TLC. As such, Tyndale will recoup its advance prior to any
profit split; however, when recoupment is attained, and profits shall be
split 50% to TLC and 50% to Beachport. Within thirty days of TLC's receipt
of profits, if any, from Tyndale, TLC will distribute to Beachport its
share at the address listed in this agreement.
6. Administrative Costs. The tracking of residuals, general accounting, and
Administrative procedures shall be handled by TLC. Any direct
Administrative Costs will be deducted prior to the profit split. TLC will
attempt to keep these costs as minimal as possible.
7. Equipment. Beachport shall provide all equipment and supplies necessary for
performance of the Services and shall be solely responsible for any and all
costs and expense incurred by Beachport in the performance of Services
hereunder, including, but not limited to, the Technical Support provisions
of the Tyndale Deal.
8. Technology. Certain new technological developments will be created for this
project. It is understood that in any future deals
TLC/Beachport Deal-XxXxx XX-ROM Page 3.
between Beachport and TLC these technological developments may be used
without additional charges to Beachport or TLC.
9. Copyright. The copyright on any material created for this project by TLC
and Beachport will be shared by TLC and Beachport.
10. Standard Terms and Conditions. TLC and Beachport agree that the Standard
Terms and Conditions attached hereto as Exhibit "C" shall constitute an
integral part of this Agreement and are hereby incorporated into this
Agreement. If any provision set forth above conflicts (or is construed to
conflict) with any provision of the Standard Terms and Conditions, the
provisions hereinabove set forth shall control.
TLC: Beachport:
XXXXXX-XXXX & COMPANY BEACHPORT ENTERTAINMENT
ENTERTAINMENT DIGITAL GROUP
By: /s/ XXXXXX XXXXXX By: /s/ XXXXX XXXXX
------------------------ --------------------------
Xxxxxx Xxxxxx Xxxxx Xxxxx
Its: Partner Its: President
------------------------ --------------------------
By: /s/ XXX XXXX
------------------------
Xxx Xxxx
Its: Partner
------------------------
TLC/Beachport Deal-XxXxx XX-ROM Page 4.
