TRADEMARK LICENSE AGREEMENT

1. DEFINITIONS
As used in this document, the following terms shall have the following meanings:-
(a) "The Film(s)": The color film/program(s) described in the Contract Summary.
(b) "Videogram" or "Videograms": shall mean and refer collectively to physical copies of the Film in any and all forms and formats including without limitation Videotapes, videodiscs and videocassettes or other devices in VHS, Beta, Video 8, CDV DVD, CDI, 3 D-O, Laserdisc and Laservision formats and without limitation all formats now known or hereafter invented on which the Film(s) or part(s) thereof may be recorded for the exercise of the rights referred to in Clause 1 c (i) below.
(c) (i) Videogram Rights
The sole and exclusive right to manufacture, distribute, market, sell, rent and exploit Videograms of the Film(s) in whole or in part, and/or any derivatives thereof, in any manner whatsoever to the public for use on non-broadcast video reproduction equipment of any type now or hereafter in existence for non-interactive, non-commercial private home and/or personal use. For the avoidance of doubt, it is clear that the Film(s) may be recorded on an interactive Videogram format and used to playback on interactive reproduction equipment provided that the actual encoded use of the Film(s) is essentially a non-interactive one.
(ii) Television Rights
The sole and exclusive right to distribute and authorize the distribution marketing and broadcast of the Film(s) by means of television of all kinds now known or hereinafter invented including, without limitation, terrestrial, satellite, free, network, cable and pay.
(iii) Non-Theatrical Rights
The sole and exclusive right to exhibit the Film(s) by any and all non-theatrical means (that is, to audiences not making any specific or direct payments to see or hear the material in question, including (but not by way of limitation) to audiences (a) in educational institutions whether universities, schools, colleges, evening institutions or other institutions, (b) in educational classes and gatherings held by companies and other bodies not being educational institutions and (c) in clubs or other organizations of an educational, cultural, religious, charitable or social nature).
(iv) Theatrical Rights
The sole and exclusive right to exhibit and to authorize and license the exhibition of the Film(s) throughout the Territory by means of public theatrical exhibition in cinemas to paying audiences.
(v) "Sell Off Period": The sole and exclusive right during the six (6) month period following the Term to continue to sell and exploit all Videograms made prior to the end of the Term in all manners allowed during the Term, but Distributor may not reproduce or manufacture Videograms during the sell-off period, and Distributor will continue to account to Licensor in accordance with this Agreement during the sell-off period.
(d) Distribution Rights
Those of the Rights set out in (c) above and including the right to license or authorize others to exploit the same.
(e) "Territory": The country or countries specified in the Contract Summary and in respect of each country of the Territory:
(i) all ships, rigs and aircraft of the nationality, flag or registry of such country, and
(ii) all camps, bases, installations and reservations of the armed forces of such country.
(f) "Published Dealer Price": Distributor's published dealer price from time to time for each Videogram net of VAT each format of Videogram being considered separately. The Published Dealer Prices quoted in this Agreement will be increased annually in line with the annual percentage increase shown in the Retail Price Index, as published by the Department of Employment, or any similar index replacing the same.
(g) "Discount(s)": A variable percentage reduction to the Published Dealer Price the rate and availability of which Distributor may decide at its sole discretion.
(h) "The Term": As specified in the Contract Summary.
(i) "Wholesale Price": With respect to each Videogram sold the actual price paid to Distributor net of Discounts and less VAT or similar taxes, provided that where they are sold directly to consumers by Distributor the applicable Wholesale Price will be the Published Dealer Price.
(j) "Delivery Material": As specified in Schedule "A"

2. LICENCE
(a) Licensor hereby grants to Distributor the Distribution Rights throughout the Territory during the Term (including any extension thereof) the sole, exclusive and irrevocable rights, license and privilege to do the following:
(b) In pursuance of its desire to fully exploit the rights herein granted the Distributor may during the Term grant licenses of the same the term of which expire after the end of the Term.
(c) Distributor, its agents and licensees may:-
(i) in Distributor's sole discretion dub or sub-title the Film(s) including but not limited to the title thereof to meet particular commercial requirements in the Territory or any part thereof;
(ii) edit the Film(s) (but not the credits or copyright notice, other than by translating the language thereof) in order to conform with the requirements of any generally recognized censorship or classification board or to conform with television or cable time restrictions or on legal advice, or subject to Licensor's prior written approval, edit the Film(s) for any other reason.
(iii) incorporate into the Videograms advertising and trailers advertising other programs and films and any trademark, trade name and or logo of Distributor and Distributor has the right to create trailers embodying portions of the Film(s) and to license/sub-license clips of the Film(s) for any reason to third parties which may include any music within the Film(s) and/ or to use the music in any manner whatsoever.
(d) Subject to the terms and conditions of this Agreement Distributor shall have sole, full and complete discretion concerning the manufacture, distribution, marketing and other exploitation of all Videograms and all other Distribution Rights.
(e) Subject to any restrictions advised by Licensor in writing in advance of the date hereof, Distributor shall have the right (i) to issue prepare and publish and or to authorize others to do so in any and all languages and in such a form as Distributor shall determine synopses resumes and summaries of the Film(s) which shall not to exceed 7,500 words for marketing reasons, for purposes of running time or for any reason relating to distribution to advertise, publicize or promote the Film(s) and (ii) to use the name, physical likeness (whether by photograph or otherwise) and voice of any party rendering services in connection with the Film(s), for the purpose of advertising, publicizing or exploiting the Distribution Rights provided that none of said persons shall be represented as endorsing directly or indirectly any distributor or exhibitor of the Film(s) and Distributor shall have the right to replace any voice uses in its sole discretion and may drop audio, replace content, cover shots and/or replace scenes.

(f) Distributor shall have the right to advertise, publicize and promote the Film(s) and any products of the exercise of any of the rights granted hereunder and the services of Distributor by any means or media, and may utilize for such purposes free of royalty excerpts from the Film(s) or trailers thereof.

3. LICENSOR'S ROYALTY
(a) For each Videogram of the Film(s) sold or rented in the Territory (and not returned) by Distributor during the Term (including any extensions thereof) and for which Distributor receives payment and subject to the provisions of sub-clause (b) below Distributor shall pay Licensor the Licensor's Royalty specified in the Contract Summary for that Videogram subject to the recoupment of the Advance and any other recoupable costs therefrom.
(b) For the purpose of calculating Licensor's Royalty in respect of the sale and rental of Videograms by Distributor, the Licensor's Royalty shall be one-half of the rate otherwise applicable where Videograms are sold through a video or book club, mail order enterprise or similar organization, or where Videograms are sold as budget lines (that is with a Published Dealer Price of less than ｣5.00 (five pounds sterling). And where Videograms are sold by Distributor directly to consumers the Wholesale Price shall be the Published Dealer Price.
(c) No royalties shall be payable on Videograms given away for promotional purposes in reasonable quantities.
(d) From the exercise and exploitation of the Theatrical, Non-Theatrical and Television rights in the Film(s) by Distributor during the Term (including any extensions thereof) and for which Distributor receives payment and upon condition that the Licensor is not in default of any of its obligations hereunder, Distributor shall pay Licensor the Licensor' s Royalty specified in the Contract Summary subject to recoupment of the Advance and any other recoupable costs therefrom.
(e) In the event that Distributor sub-licenses any of the rights herein granted Distributor shall pay Licensor the Licensor's Royalty specified in the Contract Summary subject to the recoupment of the Advance and any other recoupable costs therefrom.
(f) For the purpose of calculating the Licensor's Royalty in respect of the exploitation by Distributor of each of the Theatrical, Non-Theatrical and Television Rights hereunder "Net Receipts" shall mean all sums actually received by Distributor from such exploitation after the deduction of the Distribution Costs referred to in sub-clause (h) below.
(g) For the purpose of calculating the Licensor's Royalty in respect of the exploitation by Distributor of its right to sub-license the Distribution Rights "Net Receipts" shall mean all royalties received by Distributor from the exploitation of such rights by any Sub-Licensee after the deduction of the Distribution Costs referred to in sub-clause (h) below.
(h) "Distribution Costs" shall mean the following reasonable sums (other than those costs described as recoupable costs herein) expended by Distributor directly in respect of the exploitation of the Distribution Rights (other than those rights where Distributor accounts to Licensor on the basis of the percentage of the Wholesale Price): the costs of making soundtracks prints, videotapes, video cassettes, of advertising and publicity, of obtaining copies of packaging and marketing materials, of censorship and/or copyright registration charges and fees, of delivery, shipping and insurance, of customs and import duties, of checking and collecting sums due from exploitation of said Distribution Rights, of agents, licensees' and sub-distributors' fees, commissions (not to exceed 30%) and expenses and of obtaining any clearances in respect of the Film(s) and the Distribution Rights which have not been obtained by Licensor.

4. ADVANCE
In consideration for the rights hereby granted and for the warranties and undertakings hereby given by Licensor, and subject to the due compliance by Licensor with its obligations hereunder, as an advance against the Licensor's Royalty to be paid to Licensor pursuant to Clause 3 hereof, Distributor agrees to pay Licensor the Advance specified in the Contract Summary payable on the terms set out herein. Said advance subject to due delivery to Distributor of the Delivery Material shall be non-returnable and shall be recouped by Distributor out of the Licensor's Royalty payable to Licensor pursuant to Clause 3 hereof. If Distributor makes for any reason any payment m excess of sums due to Licensor hereunder such excess shall be repaid on demand and in any event may be recovered by Distributor from any subsequent sums becoming due to Licensor whether under this Agreement or otherwise.

5. FURTHER ADVANCE
Any payment made to Licensor in order to increase the aggregate sums paid to Licensor so as to meet the Performance Target shall be added to the Advance and recouped and accounted from Licensor's Royalty payable hereunder together with the Advance.

6 ARTWORK
Distributor in its sole discretion shall design and produce artwork for the packaging of Videograms, posters, advertising or any other exploitation of the Film(s) hereunder and the copyright to such artwork shall be vested in Distributor.

7. DUBBING / SUBTITLING / EDITING
Distributor in its sole discretion shall have full and complete rights to dub or subtitle the Film(s) into all languages throughout the Territory and subject to Clause 2 (c) above to edit the Film(s) and Licensor hereby acknowledges that Distributor shall exercise its creativity in this regard with the intention of maximizing the Film(s) potential in each country of the Territory. The copyright in any such foreign language version(s) (the "FLY") shall be vested in Distributor and the cost of making such FLY shall be borne by Distributor subject to the recoupment of such cost from Licensor's Royalty pursuant to Clause 3 above. Notwithstanding the foregoing should the cost of producing any FLY be shared by a distributor of the Film(s) outside the Territory then only that amount paid or payable by Distributor shall be recouped from Licensor's Royalty.

8. DELIVERY
Licensor shall deliver to the Distributor the Delivery Material as soon as possible but no later than the Delivery Date, time being of the essence. The cost of delivery shall be borne by the Licensor. Upon receipt, Distributor shall have 30 (thirty) days to acknowledge receipt and check that none of the Delivery Material is defective or incomplete and unless within that period Distributor indicates that Delivery Material is defective or incomplete, it will be deemed accepted. If Distributor notifies Licensor of defects in the Delivery Material, Licensor shall within 30 (thirty) days thereafter time being of the essence delivery at Licensor's expense corrected and completed Delivery Material to Distributor, or Distributor may correct and complete the Delivery Material itself and deduct the costs thereof from the Advance or any other monies payable to Licensor hereunder. In the event that Licensor does not correct and complete the said defects within the said 30 (thirty) days and the Distributor is not willing or able to correct the said defects the Distributor may terminate this Agreement forthwith by giving notice in writing to that effect to the Licensor. Not withstanding the above if at any time during the Term it becomes apparent that the chain of title, clearance, insurance and other documentation for the Film(s) is incorrect or incomplete the Licensor shall within 30 (thirty) days of being given notice by the Distributor of such faults, time being of the essence, arrange, at the Licensor's expense, such changes and corrections as are necessary and deliver the corrected documentation to Distributor, or Distributor may correct the documentation itself and deduct the costs thereof from any monies payable to Licensor hereunder. In the event that the Licensor does not correct the said defects within the said thirty (30) days and the Distributor is not willing or able to correct the said defects the Distributor may terminate this Agreement forthwith by giving notice in writing to that effect to the Licensor. The cost of the Delivery Materials shall be considered recoupable costs and shall be recouped from Licensor's royalty pursuant to clause 3 above.

9. LICBNSOR'S WARRANTIES
Licensor warrants, undertakes and agrees that in respect of the Film(s):-
(a) it will not itself and will not permit or authorize any third party to exhibit distribute or otherwise howsoever commercially exploit the Film(s) in any manner whatsoever inconsistent with or in derogation of the Distribution Rights hereby granted;
(b) it has the full power and legal capacity to enter into this Agreement and carry out tile terms hereof and the copyright and all other rights including the music and all other copyright material therein belong to or are controlled by Licensor which has the fill right power and authority to grant to Distributor the Distribution Rights in accordance with the terms and provisions of this Agreement so that the exercise by Distributor of such rights shall be free from any lien encumbrance or claim whatsoever and will incur to Distributor no liability for payment of any fee royalty residual expense damages or other form of payment to Licensor or any third party other than the royalty and/or share of net receipts payable hereunder by Distributor to Licensor;
(c) all clearances have been granted and obtained so that the exercise of the Distribution Rights in accordance with this Agreement will not howsoever infringe or be in breach of any copyright or personal proprietary or other rights and will not be defamatory of any third party;
(d) Licensor will indemnified and keep indemnified Distributor its licensees and sub-distributors in respect of all liability to pay any reasonable costs or expenses actually incurred by Distributor or its licensees and sub-distributors by reason of or arising out of any breach, or breach alleged by a third party, of any warranty, undertaking or agreement herein given by Licensor. In the event that in the exercise or in connection with the exercise of the Distribution Rights by Distributor it is discovered that Licensor is in breach of its warranties in respect of the extent of the clearances then Distributor s1~all be entitled at its discretion to obtain such clearances as are necessary in order to remedy such breach and to deduct the cost of obtaining such clearances from any monies payable to Licensor hereunder;
(e) all necessary steps have been taken and all appropriate formalities have been complied with including (where appropriate) registration thereof in order to ensure full and unqualified protection of the copyright in the Film(s) throughout the Territory and that Licensor shall co-operate fully with Distributor in taking all available action in respect of infringement of such copyright and shall render all such assistance in connection therewith as may be required by Distributor including the giving of oral and written testimony and the production of documentary evidence;
(f) it shall refer to Distributor immediately upon receipt or as soon as is practicable thereafter all inquiries received by Licensor from third parties regarding or in connection with the proposed or possible exploitation within the Territory of any of the Distribution Rights;
(g) Licensor shall not without Distributor's prior express permission disclose or allow disclosure to any third party of (a) any of the commercial terms of this Agreement or (b) any information relating to Distributor or Distributor1s business personnel ideas or trade secrets of which Licensor has or shall hereafter become possessed (but this shall not prevent proper disclosure to Licensor's professional advisers).

10. DISTRIBUTOR'S WARRANTIES
Distributor warrants, undertakes and agrees that:-
(a) it is a limited company existing under English Law and has the right to enter into and fully perform this Agreement;
(b) it shall distribute the Film(s) and punctually pay to Licensor all sums owing to Licensor in accordance with the terms of this Agreement
(c) it will comply with all governmental laws and regulations relating to Distributor's operations in the manufacture, distribution and promotion of the Film(s) insofar as they affect the performance of this Agreement and are within Distributor's direct control;

(d) it will use reasonable efforts consistent with Distributor's sound business judgement to distribute the Film(s) and it will not unreasonably discriminate the distribution of the Film(s) in favour of any other films distributed by Distributor but Distributor otherwise makes no representation regarding the amount of royalties likely to accrue from the Film(s);
(e) it will affix on the Videograms of the Film(s) and/or their packaging enclosures a suitable anti-piracy warning and shall not at any time delete from Videograms the credits or copyright notice which appear on the Film(s) when delivered to Distributor and it will comply with all customary credit obligations by which Licensor is contractually bound and which have been notified to Distributor. Distributor shall not be bound to include Licensor's or any third party's logo or trademark in packaging or advertising;
(f) Distributor shall be responsible to Licensor for the breach by any sub-distributors or licensees of their obligations under their agreements with Distributor but only to the extent such breach would constitute a breach of this Agreement if committed by Distributor;
(g) it shall not duplicate the Delivery Material otherwise than for the purpose of manufacturing and exploiting the Film(s) in accordance with this Agreement;
(h) it will on the expiry of the Term (as extended) or sooner determination thereof return to Licensor at Distributor's expense the Master Tape(s) referred to in Item 1 of the Delivery Material;
(i) Distributor shall not without Licensor's prior express permission disclose or allow disclosure to any third party other than a member of the Island International group of (a) any of the commercial terms of this Agreement or (b) any information relating to Licensor or Licensor's business personnel ideas or trade secrets of which Distributor has or shall hereafter become possessed but this shall not prevent proper disclosure to Distributor's professional advisers);
(j) it will indemnified and keep indemnified Licensor in respect of all liability to pay any reasonable costs or expenses actually incurred by Licensor directly as a result of any breach of any warranty or undertaking herein given by Distributor.
(k) it will ensure that the copyright notice as already provided to Distributor by Licensor (in respect of the UK video release) appears on all videograms.
(l) it will ensure that the notice already provided to Distributor by Licensor (in respect of the UK video release) appears on the sleeves / covers of all videograms.
(m) it will ensure that the copyright and credit notice as already provided to Distributor by Licensor (in respect of the UK video release) appears in all transmissions of the Film(s).
(n) in the event that withholding tax is deducted from payments made to Licensor, Distributor will deliver a certificate of tax payment to Licensor as soon as reasonably practical.
(o) promptly following the end of the sell-off period Distributor shall destroy any remaining videograms in its possession or under its control.
(p) it will send Licensor prior written notice of each new format of Videogram to be released by Distributor and it will provide Licensor with six (6) free copies of each format of Videogram released.

11. ACCOUNTING AND REPORTS BY DISTRIBUTOR
(a) Distributor shall maintain complete books and records with respect to the exploitation of the Distribution Rights Distributor will render to Licensor, calculated to the last day of March, June, September and December in each year commencing in the year of the initial release of the Film(s) hereunder, a written statement ("Distribution Statement") of Licensor's Royalty and any such Distribution Statement shall be rendered by Distributor on or before the date ninety (90) days following the conclusion of each accounting period and shall be accompanied by payment of any amount shown to be due to Licensor. Any underpayment made by Distributor shall be corrected promptly upon demand. Any Distribution Statement rendered by Distributor shall conclusively be deemed true and correct and binding upon Licensor, shall constitute an account stated and be incontestable unless Licensor delivers to Distributor in writing specific written objections, setting forth specific transactions or items objected to and the basis of such objections, within two (2) years from the date such statement was delivered to Licensor Any recovery by Licensor shall be limited to those items specifically objected to in writing by Licensor within the said two (2) year period.
(b) Licensor shall have the right to examine the books and records of Distributor to the extent they pertain to the Film(s). Such examination shall be made during reasonable business hours, upon reasonable advance written notice, at the regular place of business of Distributor where such books and records are maintained, and shall be conducted on Licensor's behalf and at Licensor's expense by Licensor or by an accountant appointed by Licensor and such examination shall not be made more frequently than twice annually. With respect to any accounting period for which a Distribution Statement has been rendered by Distributor, such examination shall be permitted only for a period of two (2) years from the date such statement was posted or delivered to Licensor.
(c) Notwithstanding anything to the contrary contained in this Agreement, until such time as the aggregate royalties earned and payable to Licensor hereunder in respect of the exploitation of the Distribution Rights shall have exceeded an amount equal to the total amount of the Advance, Further Advance and any other recoupable amounts, Licensor shall not be entitled to be paid the Licensor's Royalty whatsoever.
(d) No court action, suit or proceeding arising out of this Agreement or concerning any statement or other accounting rendered by Distributor hereunder or to the period of time to which such statement or accounting relates may be maintained against Distributor unless written notice of objections has been given under subclause (a) of this Clause and such action suit or proceeding is commenced within six (6) years after the date such statement or accounting is posted or delivered to Licensor.
(e) Distributor shall establish an allowance of fifteen percent (15%) of sales and rentals during the first two accounting periods of the Term, falling to ten per cent (10%) thereafter, for returns by retailers of Videograms, which 10% (as the case may be) shall be deducted from royalties otherwise payable hereunder. Such allowance shall be sequentially liquidated within a reasonable time, not to exceed twelve (12) months after first established.

12. Nothing herein shall constitute a joint venture or partnership between the parties.

13. The Agreement, these Standard Terms and Conditions and any Schedules attached hereto contain the entire understanding of the parties. No waiver by of any breach of any provisions of the Agreement shall be construed to be a waiver of any preceding or succeeding breach of the same or any other provision hereof. No alteration of the terms of this Agreement shall be binding unless the same is in writing and signed by each of the parties hereto.

14. Distributor may assign its rights granted pursuant to this Agreement without the prior consent of the Licensor. Licensor may assign its rights granted pursuant to this Agreement with the prior consent of the Distributor. Both parties shall remain primarily liable for their obligations pursuant to this Agreement notwithstanding such assignment.

15. (a) This Agreement may be terminated by Licensor by not less than fourteen (14) days written notice to Distributor after the occurrence of any of the following events;-
(i) If Distributor fails to account to Licensor in respect of royalties due to Licensor hereunder and Distributor shall have failed to cure or remedy such failure within thirty (30) days after receipt from Licensor of written notice of such failure; or
(ii) If a recelver1 administrator, or administrative receiver or administrative manager is appointed over Distributor's assets under the Insolvency Act 1986 and is not dismissed within sixty (60) days after such appointment.
(b) The termination of this Agreement for whatever cause shall not prejudice or affect the validity and continued operation of any licenses theretofore granted by or under the authority of Distributor in the exercise of the Distribution Rights and the duty of Distributor to account to Licensor in respect of royalties due to Licensor and derived from such licenses.
(c) Except as otherwise provided herein, Licensor's sole right against Distributor shall be an action for damages and Licensor has no right to enjoin, restrain, prevent or interfere with the exploitation of the Distribution Rights of the Film(s) hereunder.

16. All written notices shall be addressed to the parties at their respective aforementioned address (in the case of Distributor marked for the attention of the Managing Director and if posted within the country of the addressee Shall be deemed to be served forty eight (48) hours after posting in a pre-paid letter sent by first class post correctly addressed and if not posted within the country of the addressee shall be posted by registered airmail post and shall be deemed to be served when receivable in the normal course of airmail post. It is agreed that all notices may be served by cable telex or by hand delivery in which event service shall be effective immediately on receipt by the addressee (provided In the case of telex that receipt shill be deemed to have occurred when the proper answerback is received).

17 This Agreement is deemed to be made in England and shall be construed according to the laws of England and each of the parties hereto agrees to submit to the non-exclusive jurisdiction of English Courts.