BY US STUDENTS 17 Ridge Road Fairfield Connecticut September 2, 2011 Mr Doug Producer Mr John Exec Ms Mary Producer Re: BY US STUDENTS - A weekly Reality TV Show Dear Doug, John and Mary: The following outlines our proposal for granting you the option to acquire certain rights in the above referenced production: 1. Property: The property (the "Property") is our "By Us Kids" concept, involving the inventions and creations of kids, which we are in the process of developing in a variety of media and formats. 2. Option Rights:We, By Us Kids Co. ("BUS") hereby grant to the three of you, collectively, (collectively the "Producers") the option to acquire the exclusive rights solely to produce, in association with BUS, the Property as a weekly "reality based" television series of either an hour or half hour in length (the "Television Show"). For the avoidance of confusion, this grant of rights excludes any so-called "scripted drama" or "scripted comedy" based on the Property (though we recognize that the Television Show may also be loosely scripted due to its format, host dialog, etc), as well as, without limitation, any direct-to-video, DVD (other than DVDs embodying the Television Show), motion picture or other audio/visual production other than the Television Show. 3. Option Term: The Option term set out above shall commence on September 1, 2004 and continue for a period of six (6) months (the "Initial Option Period"). In the event that, at the end of the Initial Option Period, the Property shall be in active development or active negotiations with a major Broadcast Network or syndication company, the Option Term Shall be extended for a period of an additional three (3) months (the Extended Option Period"). 4. Option Period Rights: This option shall allow Producers to adapt the property solely for television, to further develop, finance and present the Property with the intent of producing the Television Show. Producers may bring in an established "reality show" production company as a partner in developing the Television Show, provided, however, that BUS shall have the right to approve any such additional partner or executive producer. The parties acknowledge that Art Sheilds Productions is deemed approved by BUS as a production partner and Art Sheilds is preapproved as an additional executive producer. Producers my assign this Option to any approved additional partner or executive producer, provided such assignee agrees, in writing, to be bound by the conditions hereof.
5. Option Exercise: If, prior to the end of either the Initial Option Period or the Extended Option Period, Producers have received, in writing, a firm commitment for Major Network broadcast, major cable network carriage, or syndicated distribution of the Television Show in the United States, then Producers may exercise their option herein by sending notice of their intent to do so, in writing, to BUS, together with a copy of such commitment. 6. Rights a. Should Producers exercise its option, it shall acquire the exclusive rights solely to produce, in association with BUS, the Property as a weekly "reality based" television series of either an hour or half hour in length (the "Television Show"). For the avoidance of confusion, this grant of rights excludes any so-called "scripted program" based on the Property as well as, without limitation, any direct-to-video, DVD, motion picture or other audio/visual production other than the Television Show, as well as merchandising rights for the Marks (as hereinafter defined) and the Property. b. The Term of the rights shall be seven (7) years, commencing from the date of execution of a full and complete agreement between the parties. c. The territory shall be the world. 7. Consultations: During the development period, Producers shall consult with BUS on all creative matters relating to the development of the Property and give BUS periodic up dates on the development, financing and presentations of the Property. In the event the Property is put into production as a series, Producers shall consult with BUS on all creative matters relating to the production of the Television Show, as well as on marketing promotion and advertising of the Television Show. BUS shall have the right to approve any agreement for Major Network broadcast, major cable network carriage, or syndicated distribution of the Television Show. Producers shall have final decision authority regarding all other creative, production and budgetary matters. 8. Trademarks: (a) Producers recognize that "By Us Kids" and any associated marks or logos (the "Marks") are the exclusive intellectual property of BUS. All uses of the Marks in connection with the Television Show shall inure to BUS's benefit. Producers acknowledge BUS's benefit. Producers acknowledges BUS's exclusive right. title and interest in and to the Marks and will not, either directly or indirectly, at any time do any act or thing contesting the validity of or in any way injuring or discrediting any part of such right, title or interest. At BUS's expense and request, Producers shall assist BUS, to the extent necessary, in the procurement of any protection or to protect any of BUS's rights in the Marks. Toward that end, upon BUS's request, Producers shall provide BUS with whatever documentation or information may be reasonably requested by BUS for the purpose of registration of its Mark or Marks. (i) Producers shall promptly notify BUS in writing of any infringements or imitations by others of the Marks of which it becomes aware. BUS shall have the sole right to determine whether any action shall be taken on account of such infringements or imitations. Producers shall not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of BUS to do so.
(ii) Producers acknowledges that BUS prohibits its suppliers and vendors from using its Marks on any labels, packages or in advertisement without specific written permission from BUS. BUS shall have the right to approve all uses of the Marks in connection with the Television Show. (b) The Television Show shall be produced in accordance with all applicable federal, state and local laws, standards and regulations. Producers shall cause to appear in the credits of the Television Show and on all materials used in connection with the Marks, such legends, markings and notices as may reasonably be necessary in order to give appropriate notice of BUS's trademark, trade name or other rights pertaining thereto, in the form provided by BUS. 9. Reversion If Producers shall fail to produce and air at least sixteen (16) episodes of the Television Show within thirty (30) months from the date of the exercise of the option, then BUS shall have the right to a reversion of all rights granted hereunder in and to the Property. 10. Credit (a) BUS shall, subject to network approval, which Producers shall use their good faith efforts to secure, be entitled to a credit in the end credits of the Television Show, on a separate card, in the form "Produced in association with By Us Kids Co." Such credit shall, at BUS's option, also contain BUS's company logo. (b) BUS shall, subject to network approval, which Producers shall use their good faith efforts to secure, be entitled to a credit in the end credits of the Television Show, on a separate card, in the form "Executive in Charge of Production for By Us Kids Co., Norton Gold." (c) Any "Created by" credit for the Television Show should contain the following four people, and only the following four people, and in the following order: "Mary Producer, Art Shields, Doug Producer and Norton Gold." 11. Executive Producer Fees: BUS agrees that it shall take no Executive Producer Fee in connection with the Television Show. The Producers, together with any additional production partners or additional executive shall be responsible for all payments to all parties in connection with the Television Show and shall, to the extent not covered by E&O insurance, indemnify and hold harmless BUS from any and all claims, demands, law suits or losses relating to the Television Show (other than claims arising from BUS's breach of this agreement). For avoidance of confusion, BUS and its employees and principals may, if requested to do so, serve as consultants to the Television Show or in other capacities with regards to the Television Show and, if requested to do so by Producers, or others, shall be separately compensated therefor. 12. Outside Revenue Participation: (a) In the event that the Television Show shall actually be produced and air in the United States, BUS shall pay to Producers an amount equal to Twenty Five (25%) percent of all net profits actually received by BUS generated solely from the sale or licensing of any products and/or inventions showcased on the Television Show, provided that BUS holds the rights to license and/or sell such products and/or inventions.
(b) As used herein, "net profits" shall mean all monies actually received by BUS in connection with any agreement entered into concerning any products and/or inventions showcased on the Television Show, provided that BUS holds the rights to license and/or sell such products and/or inventions, less all costs of raising and collecting such funds, all payments to third parties, including the creators and/or inventors of the products and/or inventions, and any other payments made in connection with any such agreements. (c) As used herein, "showcased" shall mean the inclusion of a product and/or invention in the Television Show for not less than five (5) minutes of cumulative air time. (d) The payments set out in paragraph 12(a) hereof are intended to be inclusive of all Producers and any additional production parties or additional executive producers. BUS shall have no obligation or liability to any third party, not a party hereto, by virtue of this agreement. (e) All revenues subject to this paragraph will be paid to BUS and BUS will remit such payments to Producers as provided for in this paragraph, together with a statement concerning such payments, within thirty (30) days from the time BUS receives payment. 13. (a) This writing constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except by a written agreement signed by each of the parties hereto. (b) No waiver of any breach or default hereunder shall be considered valid unless it is in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. (c) If any provision of this agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other provision of this agreement. (d) The parties hereto shall cooperate and shall take such further action and shall execute and deliver such further documents as may be reasonably requested by the other party in order to carry out the provisions and purposes of this agreement. (e) The parties agree to and do hereby indemnify, save and hold each other harmless of and from any and all losses and damages (including reasonable attorneys' fees) arising out of or connected with any branch of this agreement or any warranty, representation, promise or covenant made by such party, or any claim by one or more third parties which is inconsistent with any of the warranties, representations, promises or covenants made by such party herein. The indemnifying party agrees to reimburse the indemnified party on demand, for any payment made by the indemnified party at any time after the date hereof with respect to any liability or claim to which the foregoing indemnity applies. (f) This agreement is entered into in the State of Connecticut and shall be construed in accordance with the laws of said state applicable to contracts to be wholly performed therein. The Connecticut courts (state and federal), only, shall have jurisdiction of any controversies
regarding this agreement; any action or other proceeding which involves such a controversy will be bought in those courts and not elsewhere. The parties hereto agree to submit any disputes hereunder to binding arbitration pursuant to the rules of the American Arbitration Association, and such disputes shall be heard in the state of Connecticut. (g) The parties acknowledge that they have each been advised to retain separate and independent counsel and have been fully advised regarding every aspect of this agreement; that no party in any sense participated in the selection of the other parties' counsel; that they have read and understood this agreement; and they believe that the provisions of this agreement are fair and equitable. (h) Nothing herein contained shall constitute a partnership or joint venture between the parties hereto or constitute either party the agent for the other. Neither party shall hold itself out in contravention of the terms of this paragraph or this agreement and neither party shall become liable to any third party by reason of any act, representation or omission of the other party hereto contrary to the provisions of this paragraph or this agreement. There shall be no third party beneficiaries hereto. IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. SIGNATURES