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EXHIBIT 10.4
NLDM ONE,
L.L.C.
FLIM FLAM
FILMS, L.L.C.
VOODOO PRODUCTION SERVICES, L.L.C.
NOTICE OF ASSIGNMENT AND
DIRECTION TO PAY
Please make reference to the
Agreement between NATIONAL LAMPOON, INC. ("NL") and FLIM FLAM
FILMS, LLC ("Flim Flam") (together the "Parties") dated as of April
30, 2007 for the distribution of the motion picture "DIRTY MOVIE"
or "NATIONAL LAMPOON'S DIRTY MOVIE" (the "Picture") as therein
defined ("NL Agreement").
Unless defined herein, words and
phrases appearing in this Notice of Assignment and Direction to
Pay shall have the meaning as defined in the NL
Agreement.
1. Please take notice
that the interest of Flim Flam in the Agreement has been
contributed to NLDM ONE, L.L.C. ("NLDM ONE") pursuant to a
Contribution Agreement dated as of January 31, 2008 between Flim.
Flam and NLDM ONE, and accordingly, the Licensee has assigned its
75% interest in the gross receipts of the Picture (as provided in
paragraph 3 of the NL Agreement) to NLDM ONE. Notwithstanding the
foregoing, Flim Flam has retained its right of recoupment of
Production costs at 120% as provided in the penultimate sentence of
paragraph 3 of the NL Agreement, except as provided in paragraph 2
below.
2. In light of
certain distribution and production services performed for the
Picture by Voodoo Production Services, LLC ("Voodoo"), as well as
certain other financial considerations, NLDM ONE has agreed to
assign an amount equal to 8% of the gross receipts of the Picture
to Voodoo. In addition, Flim Flam has agreed to assign Voodoo the
first $190,000 that it will be entitled to receive pursuant to its
right of recoupment of Production costs as set forth in paragraph.
3 of the NL Agreement.
Accordingly, the Parties hereby
agree that paragrap
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