Securities and Exchange Commission Form 10-K Annual

11.08 Agreement for Use of Screenplay Material in Live Stage Performance

License Agreement

AGREEMENT dated as of , , between (herein the "Licensor") and (herein the "Licensee").

1. Grant of Rights

Licensor hereby grants Licensee the non-exclusive right and license (subject to the exceptions set forth below) to use material from the screenplay written by upon which the motion picture is based (herein the "Property") for a first-class live Broadway stage presentation of a musical stage play based on the Property (herein the "Play").

2. Consideration and Royalties

2.1 In consideration on the license herein granted to Licensee, Licensee shall pay to Licensor the non-recoupable, non-returnable sum of Dollars ( ) upon execution hereof for the right to present a first paid public Broadway performance of the Play by , if at all. In addition, by payment of Licensee no later than of an additional non-recoupable, non-returnable sum of Dollars ( ), Licensee shall also have the right to extend until the period within which Licensee shall present, if at all, such performance.

2.2 In addition, Licensee shall pay to Licensor an amount equal to one and three-fourths percent (1 3/4%) of the gross weekly box office receipts from each and every presentation of the Play regardless of whether such presentation shall be under Licensee's management or control or by license or authority from Licensee or otherwise.

3. Statements and Computation

In connection with each production of the Play, Licensee agrees to deliver promptly to Licensor a copy of all statements Licensee is required to deliver to the limited partners under the Limited Partnership Agreement applicable to the Play and Licensor shall have the right to examine Licensee's books and records in connection therewith. The royalties for each company be computed separately.

Payments and statements to Licensor shall be made within seven (7) days after the end of each week of performances of the Play in the United States of America and Canada, and twenty-one (21) days after the end of each week of performances of the Play in countries except the U.S. and Canada.

Each such statement shall, inter alia, set forth the box office receipts of the applicable production(s) of the Play during the period upon which such statement is based and the calculation of the royalties payable pursuant to this paragraph 3 and shall be signed by the applicable box office treasurer(s).

Gross weekly box office receipts for any production of the Play for any week shall be computed upon receipts relating to performances during such week from all sources whatsoever, including any and all sums over and above regular box office prices of tickets received by the producer of the Play from speculators, ticket agents, ticket brokers or other persons, and any other additional sums whatsoever directly related to such production of the Play for such week, but excluding:

• any governmental admission taxes or other similar taxes which may now or hereafter be imposed on admission for such week;

• any commissions paid in connection with theatre parties or benefits, automated ticket distribution or remote box office (e.g. Macy's but not ticket brokers), credit cards or subscription fees;

• those sums, equivalent to the former 5% New York City amusement tax, which are not set aside for payment to pension and welfare funds of the theatrical unions and which are ultimately paid to such funds;

• with respect to any production of the Play in the British Isles, in addition to the foregoing, any library discounts or entertainment tax; and

• receipts from Actors' Fund benefit performances.

4. Subsidiary Rights

Should the Play be performed by more than one company, percentage compensation accruing from each company shall be computed and paid separately. In addition, Licensee shall pay to Licensor an amount equal to one-third (1/3) of one hundred percent (100%) of the so-called "Author's Share" of all proceeds derived from the use and disposition of the cast album rights in the Play throughout the world and one-third (1/3) of one hundred percent (100%) of the Author's Share of all proceeds derived from the use and disposition of any and all subsidiary rights.

It is specifically agreed that the Author's Share shall constitute the greater of: Forty percent (40%) of the gross advances and royalties (other than mechanical royalties) payable by the record company or record companies releasing the cast album(s) of the Play; or Sixty percent (60%) of such gross advances and royalties less payments to any and all third party participants, music copyright holders and all mechanical royalty participants.

5. Music Rights

Notwithstanding anything to the contrary contained herein, Licensee expressly recognizes that this license does not purport to grant Licensee any right to make use of musical compositions related to the Property and that any authorization for such use must be obtained from the copyright holders or publishers of the musical compositions (the "Publishers").

Consequently, this license is expressly conditioned upon Licensee obtaining the requisite authorization for use of said musical compositions from the Publishers. Licensee has advised Licensor and Licensee does herewith warrant and represent that the terms and conditions of this agreement regarding amount and computation of compensation, term of rights, termination of rights, territory and representations and warranties are in no wise or manner less favorable to Licensor than terms and conditions of any agreement between Licensee and the Publishers regarding the Play.

6. Territory

The territory covered by this Agreement shall be the World.

7. Billing and Complimentary Tickets

Billing and credits shall be accorded with respect to the Property, the nature and extent, as well as the size and prominence of type, of which shall be subject to Licensor's reasonable requirements and prior written approval.

Licensee shall make available for purchase by Licensor or Licensor's designee two (2) pairs of tickets, in the first ten (10) rows of center orchestra for each first-class performance of the Play in Los Angeles and in New York City, subject to theatre party and subscription requirements.

Said tickets shall be held for purchase by Licensor or Licensor's designee's until 6 p.m. of the day prior to evening performances and 12 noon with regard to matinees.

For the official New York and Los Angeles openings of the Play, two (2) additional pairs of tickets in the center orchestra section shall be held available for purchase as aforementioned.

8. Termination

8.1 In the event Licensee does not present a paid public live Broadway performance of a first-class production of the Play by the applicable date set forth in paragraph 2 above and does not present such production to the paying public for at least sixty (60) consecutive performances, this license shall terminate, all rights granted hereunder by Licensor to Licensee shall immediately and automatically revert to Licensor and Licensee shall have no further rights to use of the Property.

8.2 Provided the grant of rights hereunder shall not have been or is not otherwise terminated pursuant to any of the provisions of this Agreement, the rights granted to Licensee hereunder shall terminate if there shall occur a hiatus of over nine (9) months between the closing of a particular first-class production of the Play, and the opening of an immediately succeeding first-class production.

8.3 In the event of default by Licensee hereunder, which default is not cured within thirty (30) days of receipt by Licensee of written notice from Licensor of such breach, all rights herein granted to Licensee shall forthwith terminate.

It is further agreed that, without prejudice to the other terms of this agreement and to the extent not inconsistent with the instant agreement, Licensor shall have all of the protections and remedies afforded an author under the Dramatists Guild, Inc. Minimum Basic Production Contract.

9. Licensee Obligations and Indemnification

Licensee shall acquire any and all further consents and make any and all additional payments necessary for the production, presentation, advertising and exploitation of the Play and for the exercise of the rights herein granted.

Any such payments shall not be deducted from any amounts payable to Licensor.

Licensee hereby agrees to keep and perform any and all executory terms, covenants and conditions of and make all additional payments due under the instruments and documents related to the Property and agrees to execute such collective bargaining assumption agreements or other agreements as may be necessary to effectuate the foregoing.

Licensee hereby releases Licensor from and agrees to hold Licensor harmless from, and to indemnify Licensor against, any and all claims, losses, liability, damages, costs and expenses (including without limitation attorneys' fees) arising out of any act or omission of Licensee, its successors or assign, with respect to the executory terms, covenants or conditions to be kept by Licensor under the terms and conditions of any of the instruments or documents related to the Property or from any breach of Licensee's agreements hereunder.

10. Reservation of Rights

It is understood and agreed that Licensor hereby reserves all of its rights (other than those specifically licensed to Licensee hereunder) in the Property and Licensor shall have the right to exercise all or any of said rights perpetually throughout the world, whether or not Licensor's exercise of such rights shall be competitive with the rights granted to Licensee hereunder.

All monies derived by Licensor or Licensor's designee's, representatives or sublicensees from exploitation of such reserved rights shall belong to and be paid solely to Licensor and/or such designees, representatives or sublicensees.

It is specifically understood and agreed that the license granted by Licensor to Licensee hereunder does not involve any merger of motion picture, television or other rights.

11. Accounting

11.1 Licensee shall keep true and accurate books and records with respect to the Play, showing all items of gross receipts and all deductions therefrom. Such books of account shall be kept at such place as shall be in accordance with acceptable business practices. Licensor shall have the right to audit and inspect Licensee's books and records related to the Play and/or to transactions involving the rights granted hereunder and to make abstracts therefrom. Such audit and inspection shall be conducted at Licensee's office during normal business hours on at least fifteen (15) days prior written notice not more than once during each six (6) month period of the term hereof.

11.2 Licensee shall render quarterly statements to Licensor within ninety (90) days after the end of such respective quarterly period in acceptable form showing gross receipts, allowable deductions from gross receipts and the amount due to Licensor pursuant to this agreement. The amount so shown to be due shall be paid concurrently with the rendition of the respective statement.

13. Miscellaneous

13.1 Licensor has not made and does not make hereunder any representations or warranties of any kind whatsoever, either express or implied.

13.2 Nothing herein contained shall be construed to place the parties hereto in the relationship of partners or joint venturers, and Licensee shall have no power to obligate or bind Licensor in any manner whatsoever.

13.3 This Agreement and all rights and duties hereunder are personal to Licensee and shall not be assigned, sublicensed or otherwise encumbered in whole or in part by Licensee without Licensor's prior written consent; any such assignment approved by Licensor shall be subject to all the terms, conditions and provisions hereof and shall not release or alter the liability and obligations of Licensee's part to be performed hereunder; provided, however, that Licensor shall not unreasonably withhold approval of assignment of this Agreement to a limited partnership of which Licensee shall be a general partner.

13.4 Subject to the rights granted and the restrictions specified hereunder, Licensor shall have the right to assign, transfer and/or sell any or all of Licensor's rights and delegate any of Licensor's obligations hereunder to any person, firm or corporation.

13.5 All notices, statements and payments which the parties desire to serve or which are served under this agreement shall be addressed as follows:

Licensor:

Licensee:

With a courtesy copy to:

or at such other address as the respective party may from time to time designate by written notice to the other party, and shall be served by mail (postage paid), so addressed, or by personal delivery. The date of mailing or of personal delivery, as the case may be, shall be deemed to be the date of service.

13.6 In order to insure Licensor's freedom to use, change and/or adapt the Property in any manner and to exercise Licensor's rights therein in any manner and for any purpose without fear of interruption or interference from anyone, it is now agreed (and this shall be binding on Licensee, Licensee's successors and assigns, and upon the Authors of the Play and upon any and all other persons who may have or acquire rights or interest therein) that if it be claimed at any time that Licensor has used any material contained in the Play to which Licensor had no right, no action at law or in equity shall be brought against Licensor by reason thereof, as it is now agreed that any such claim shall be communicated to Licensor in a written statement setting forth the specific material from the Play which was not in the Property and of which it is claimed Licensor has used without right, and the amount of payment demanded for such use.

Such claim and statement shall be served upon Licensor not later than thirty (30) days after the first general public exhibition of the new motion picture or production in the United States, and Licensor shall have thirty (30) days (exclusive of Saturdays, Sundays and holidays) after receipt of such written demand or otherwise to come to a mutually satisfactory settlement with the claimant.

If Licensor disputes the claim or if no mutually agreeable settlement be made within the said thirty (30) days period, the claimant shall then have the right to submit the claim to arbitration for the determination of the following issues only: Whether in fact Licensor's new use of the Property contains material taken from the Play to which it is claimed Licensor had no right; and If so, the extent of Licensor's use thereof and what amount, if any, should be paid by Licensor for such use.

Any award by the arbitrators shall be based upon the extent of Licensor's use of the material in dispute but no such award shall ever exceed Fifty Thousand Dollars ($50,000.00), and it is hereby mutually agreed that the power of the arbitrators to make awards against Licensor in such instances is thus limited and restricted.

Any arbitration held under the provisions of this paragraph shall be held in New York, NY, in accordance with the rules and regulations of the American Arbitration Association, and the decision of the majority of the arbitrators shall be final and binding on all parties. The arbitrator shall be bound by each of the provisions set forth in this agreement and by the substantive laws of the State of New York that relate to any controversy arising hereunder.

13.7 None of the terms of this agreement can be waived or modified except by an express agreement, in writing, signed by both parties. There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement, which represent the entire understanding of the parties. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof, and either party may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all of such rights. This Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts fully executed and performed therein.

13.8 If any provision of this agreement, as applied to either party or to any circumstances, shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provisions of the agreement or the validity or enforcement of the agreement.

IN WITNESS WHEREOF, the parties have executed this agreement as of the date above mentioned.