Television Program Representation Agreement

TELEVISION PROGRAM REPRESENTATION AGREEMENT



This Agreement (the "Agreement") is made and entered into as of January 1, 1998 by and between Roy F. Walkenhorst, an individual residing at 160 Funston Avenue, San Francisco, Californ ia 94118 ("RFW") and PREVIEW TRAVEL, INC., a Delaware Corporation located at 747 Front Street, San Francisco, California 94111 ("PREVIEW TRAVEL") in connection with the distribution of television programs as set forth in Appendices A and B attached hereto and made a part hereof and the New NTN Programs as defined below.



PREVIEW TRAVEL and RFW agree as follows:



1. Appointment to Represent Existing NTN Programs, Existing Non-NTN

----------------------------------------------------------- ----- Programs and New NTN Programs. Subject to the terms and conditions of this - ----------------------------- Agreement, PREVIEW TRAVEL hereby appoints RFW for the Term of this Agreement on an exclusive bas i s to represent for licensing the Existing NTN Programs as set forth in Appendix A and the Existing Non-NTN Programs as set forth in Appendix B and the New NTN Programs as defined in Section 5 below within the Licensed Media and Licensed Territory as set f o rth in Appendix C. During the Term, RFW shall be entitled to negotiate licenses for the Existing NTN Programs, the Existing Non-NTN Programs and the New NTN Programs that extend beyond the expiration of the Term of this Agreement, but in no event shall s u ch licenses extend more than three (3) years beyond the expiration of the Term of this Agreement unless approved by PREVIEW TRAVEL, and no extensions or renewals thereof by PREVIEW TRAVEL shall count towards Gross Receipts hereunder. Notwithstanding the f o regoing, with respect to the New NTN Programs only, the term of the foregoing appointment is for the duration of the copyright to the New NTN Programs, provided, that all New NTN Programs must be created during the Term or any Renewal Term. RFW agrees to submit to PREVIEW TRAVEL a copy of each fully executed license agreement within five (5) business days after complete execution thereof, and, on a monthly basis, within ten (10) days of the end of each month, a written report summarizing existing license s for Existing NTN Programs, Existing Non-NTN Programs and New NTN Programs and the status of prospective licenses for Existing NTN Programs, Existing Non-NTN Programs and New NTN Programs. All Program licenses negotiated and executed by RFW on behalf of, and as agent for, PREVIEW TRAVEL are deemed herein the "RFW Program Licenses," and may also be referred to herein as the "RFW NTN Program License," the "RFW Non-NTN Program Licenses," and the "RFW New NTN Program Licenses."



2. Gross Receipts. For purposes of this Agreement, the term "Gross

-------------- Receipts" with respect to the Programs or the New NTN Programs, as applicable, shall be deemed to mean the aggregate of the sums actually re ceived by PREVIEW TRAVEL from all RFW Program Licenses as set forth in this Agreement. Gross Receipts shall not include adjustments, credits, allowances, rebates and refunds actually made to third parties as mutually agreed upon by PREVIEW TRAVEL and RFW , nor shall Gross Receipts include any sums withheld by any licensee until actually paid to and received by PREVIEW TRAVEL.





3. Commissions.

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(a) Existing NTN Program Commissions. In full and complete consideration

-------------------------------- for the services performed by RFW in connection with the Existing NTN Programs, RFW shall receive as consideration for his representation of the Existing NTN Programs hereunder Commi ssions in amounts equal to the following:



(i) Fifty Percent (50%) of the Gross Receipts received from the RFW NTN Program Licenses during Q1 1998;



(ii) Forty Percent (40%) of the Gross Receipts received from the RFW NTN Program Licenses during Q2-4 1998 and until total Gross Receipts received from all RFW Program Licenses equals $400,000;



(iii) Sixty Percent (60%) of the Gross Receipts received from RFW NTN Program Licenses thereafter as set forth in this Agreement.



(b) Existing Non-NTN Programs. In full and complete consideration for

------------------------- the services performed by RFW in connection with the existing Non-NTN Programs, RFW shall receive as consi deration for his representation of the Non-NTN Programs Commissions in an amount equal to Fifty Percent (50%) of the Adjusted Gross Receipts for Existing Non-NTN Programs. Adjusted Gross Receipts are defined as Gross Receipts less the amounts due to sale s representatives and to the copyright owners of the Existing Non-NTN Programs.



(c) New NTN Programs Commissions. In full and complete consideration for

---------------------------- the services perfor med by RFW in connection with the New NTN Programs, RFW shall receive as consideration for its production and representation services of the New NTN Programs a Commission in the amount equal to Ninety Percent (90%) of the Gross Receipts received from the RFW New NTN Program Licenses.



(d) Advance on Commissions. PREVIEW TRAVEL shall pay to RFW a non-

---------------------- refundable advance against RFW's Commission in the amount equal to One Hundred Tho usand Dollars ($100,000), payable as follows: (i) $40,000 upon execution of this Agreement, (ii) $60,000, payable in twenty equal monthly installments of $3,000, with the initial installment payable on May 1, 1998. Until such time as the Advance is reco uped from RFW's Commission, RFW shall receive no Commissions under this Agreement; provided that New NTN Program Commissions shall not be subject to recoupment from the Advance.



4. Use of Production Facilities. During the Term and any Renewal Term RFW shall be entitled to use the PREVIEW TRAVEL production facilities at discounted rates as specified in Appendix D.



5. New NTN Programs. RFW shall be entitled to use the existing PREVIEW TRAVEL library of video footage to create New NTN Programs. As used herein "New NTN Programs" means any television programming episodes based on existing PREVIEW TRAVEL footage but not repurposing more than fifty percent (50%) of existing PREVIEW TRAVEL segments or programming or using any existing PREVIEW TRAVEL program titles or any PREVIEW TRAVEL



trademarks or trade names, unless approved by PREVIEW TRAVEL. RFW warrants that all New NTN Programs shall be consistent if character and quality with Existing NTN Programs. All Foreign Language Versions, if any, of Existing NTN Programs created pursuant to Section 7 below shall not constitute New NTN Programs hereunder. RFW shall bear all costs and expenses in connection with the production of the New NTN Programs. All ownership rights of RFW to the New NTN Programs are subject to PREVIEW TRAVEL's underlying rights to the PREVIEW TRAVEL library of video footage licensed hereunder.



6. Delivery. The delivery of the Existing NTN Programs, Existing Non-NTN

--------- Programs and footage for New NTN Programs shall consist of the delivery to RFW or the applicable licensor of all delivery materials as reasonably required for the applicable distribution or production agreements.



7. Foreign Lang uage Versions. RFW shall be entitled to render production services to dub, subtitle, translate or have such additional changes made to Existing NTN Programs or Existing Non-NTN Programs for localization, censorship, time-editing or similar purposes to mee t the requirements of Program licensors. RFW shall be entitled to reimbursement for the reasonable out-of-pocket costs for such dubbing, subtitling, translating or similar work, provided that PREVIEW TRAVEL pre-approves such costs and is provided reasonabl e substantiation of such costs in the form of invoices or other documentation. The dubbed, subtitled, translated or localized programs created pursuant to this Section 7 shall be deemed the "Foreign Language Versions" and shall be the sole property of PRE V IEW TRAVEL as a work-made-for-hire specially ordered or commissioned by PREVIEW TRAVEL, with PREVIEW TRAVEL being deemed the sole author thereof and RFW hereby transfers and assigns all rights, title and interest therein, including all copyrights. RFW he r eby waives and agrees never to assert any so-called moral rights therein and thereto and to execute all further documents reasonably requested by PREVIEW TRAVEL to further evidence, confirm or set of record PREVIEW TRAVEL's rights to the Foreign Language Versions of Existing NTN Programs or Existing Non-NTN Programs. RFW shall furnish broadcast-quality copies of the Foreign Language Versions to PREVIEW TRAVEL upon request at PREVIEW TRAVEL's expense for delivery and duplication.



8. Accounting. PREV IEW TRAVEL shall keep accurate and true books and records concerning the RFW Program Licenses, and RFW shall have the right, at its sole cost and expense and no more than annually, to examine the books of account and records to be kept by PREVIEW TRAVEL w i th respect to the Gross Receipts derived from the RFW Program Licenses or to cause the same to be examined or audited upon seven (7) days prior written notice. PREVIEW TRAVEL shall furnish to RFW thirty (30) days after the end of each calendar quarter, s t atements itemizing Gross Receipts received during the period in question, for as long as PREVIEW TRAVEL is required to pay the Commissions to RFW from the RFW Program Licenses. Each statement shall be accompanied by PREVIEW TRAVEL's remittance in U.S. Dol lars.



9. Marketing. RFW may market the Existing NTN Programs, the Existing Non- NTN Programs and the New NTN Programs directly or cause said Programs to be represented through subagents throughout the world. RFW warrants that subagents will be the s ame as or comparable in competence, quality and experience as subagents retained by News Travel Network at the time of



execution of this Agreement. RFW further warrants that licenses for Existing NTN Programs, Existing Non-NTN Programs and New NTN Progr ams executing during the Term of this Agreement will either be (i) comparable to or better than the licenses in effec ...