Exhibit 10.19
ODYSSEY [LOGO]
DISTRIBUTORS LTD
Film Bridge/Odyssey
Joint Venture
March 11, 1996
1) FORMAT: Joint acquisition and sales venture between Film Bridge and
ComEnt, which will be renamed Odyssey Pictures.
2) NAME: The Film Bridge/Odyssey Joint Venture (Film Bridge/Odyssey or FBO).
3) TITLES COVERED: A) All Odyssey library titles (i.e. 1492; EARTH GIRLS ARE
EASY; PELLE THE CONQUEROR; ▇▇▇▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇▇▇▇▇▇ ARE DEAD;
▇▇. ▇▇▇▇▇; DISTURBED; FIRE, ICE AND DYNAMITE; RHAPSODY IN AUGUST; MONEY and
SNIPER); B) DDLC titles after expiration of ▇▇▇▇ ▇▇▇▇▇▇▇'s deal (i.e.
RAGTIME; CONAN THE BARBARIAN; DUNE; HALLOWEEN II AND III; THE DEAD ZONE;
AMITYVILLE II AND III and BEYOND THE REEF; C) All individual film titles
acquired or projects developed unilaterally by Odyssey (such as UP, DOWN &
SIDEWAYS and TRACKS OF GLORY) that are acceptable to FBI; D) All individual
film projects acquired jointly (such as FAST BREAK, THE FIFTH FREEDOM or
CRIMES OF FASHION; E) All projects developed unilaterally by FBI that are
acceptable to Odyssey (such as THE FIFTH FREEDOM).
4) FIRST LOOK: ODY and FBI will show prospective projects for sale, pickup or
development to the JV first. If the other partner declines, the offering
partner is free to complete the project unilaterally outside the joint
venture.
5) TERM: Two Years. Planned to be extended in one-year segments with renewal
options exercised 60 days prior to end of term.
6) FUNCTIONS: FBI: Primarily sales, marketing and delivery. ODY: Primarily
acquisition financing and development. Both partners will participate
in acquisitions. ▇▇▇ will be the partner responsible for raising sufficient
capital to make the joint venture's theatrical projects viable.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ 90067
TEL: (▇▇▇) ▇▇▇-▇▇▇▇ - FAX: (▇▇▇) ▇▇▇-▇▇▇▇
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7) ASSETS: All newly-developed projects, reps and pickups (i.e. licenses)
will be in the name of the joint venture. ODY will report all FBO revenues,
costs and profit in its financial statements with FBI accounted for as a
participant.
8) EXIT: Either party may withdraw with 60 days' written notice. After such
withdrawal, each venturer will retain an interest in each FBO film as if
the venture had continued unless one party is bought out by the other under
mutually agreeable terms. Each venturer may be owed unrecouped expenses or
advance or other income earned from a film and whichever is owed the most
can elect to retain future sales rights (including commissions), with the
other remaining as an equity partner.
9) EXPENSES AND ADVANCES: The JV will pay all marketing and sales expenses.
In the event that the JV has insufficient cash, ODY will advance 65% of
expenses (marketing et al.) and FBI will advance 35% as required. Expenses
are recouped pari-passu before revenues and commissions on gross receipts.
10) FEES: The JV will seek to maximize its commission and fee revenue to the
greatest extent possible. Revenue and commission splits are as follows:
A) (ODY library): 50/50
B) DDLC: 60/40
C) All current acquisitions (includes CRIMES OF FASHION, THE FIFTH
FREEDOM and FAST BREAK): 50/50. All future acquisitions: a schedule of
50/50 for the first $2M, 60/40 on the next $1M, 70/30 on the next
$500,000 and 80/20 on all above, on an annual basis. The schedule
repeats at the beginning of each 12-month period beginning with the JV
inception date.
11) EXCLUSIVITY: Neither party will enter into any other agreements without
written approval from the other.
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12) SALES: Licenses would be entered into in the name of the JV.
13) BANKING: The JV will establish its own accounts. Two signatures required
(one from each venturer) on amounts over $5,000 unless such amounts are
included in the pre-approved annual budget. The JV will transfer all net
proceeds from ODY library and DDLC sales (less expenses and commissions)
upon delivery of materials.
14) OPERATIONS: FBI is the operating partner on a daily basis: prepares
budgets and estimates, etc. FBI will develop a 12-month or annual budget
which will be approved by both partners. Any expenditure that would
increase budgeted annual expenses by more than 15% must be approved in
advance by both partners.
15) WARRANTS: FBI will be granted 25,000 warrants to purchase ComEnt common
stock at an exercise price of $1.86.
This deal memo generally defines our understanding of the agreement between
Odyssey (ComEnt) and Film Bridge. It is our understanding and intent to enter
into a more formal agreement, which is currently in preparation and will
replace this memo.
Communications & Entertainment Film Bridge International
Corp. (Odyssey) by by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CEO
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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cc: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.