DISTRIBUTION RIGHTS TO PICTURE

Exhibit 10.29

AGREEMENT

“STREETS OF LEGEND” (a.k.a. “QUATTRO NOZA”)

     This agreement (the “Agreement”) is made and entered into as of March 24, 2005, by and between Sobini Films (“Grantor”) and Lions Gate Films Inc. (“LGF”) with respect to that certain motion picture presently entitled “Streets of Legend” (a.k.a. “Quattro Noza”).

1. Picture: The “Picture” shall mean that certain motion picture presently entitled “Streets of Legend” (a.k.a. “Quattro Noza”) and any and all versions thereof (if and as available) and all “bloopers”, footage, trims and outtakes thereof (if and as available) (including, without limitation, the Director’s Cut and the Final Cut and any and all versions of each of the foregoing, all versions rated by the Motion Picture Association of America and unrated versions of the Picture, “behind the scenes”, “making of” and any and all other documentary or short films concerning the Picture, and all footage, “bloopers”, trims and out-takes of each of the foregoing), produced by, on behalf of or at Grantor’s direction, in the year 2003, starring Robert Beaumont and Brihanna Hernandez in the principal lead and supporting roles, written by Joey Curtis and Albert Hernandez and directed by Joey Curtis.

2. Territory: The “Territory” shall mean and include each of the following: (a) United States of America (including but not limited to, Guam. Saipan, Midway Island, the Trust Territory Islands, the Caroline Islands, the Marshall Islands, the Virgin Islands, Puerto Rico and American Samoa) (“U. S.”), its territories, possessions, trusteeships and commonwealths and all military bases, ships at sea, airlines and oil rigs flying the flag of the U.S., (b) Canada (including, but not limited to, Quebec, Prince Edward Island, the Northwest Territories, the Yukon Territories and Newfoundland), its territories, possessions, trusteeships and commonwealths, and all military bases, ships at sea, airlines and oil rigs flying the flag of Canada, and (c) for the purposes of Television exploitation in the U. S. only (the “Additional Television Territory’’), Bermuda and the Bahamas Islands.

3. Rights Granted: Grantor hereby grants to LGF, on an exclusive basis, all distribution rights in and to the Picture and the underlying material with respect thereto throughout the Territory, under copyright and otherwise, in all languages and in all media, whether now known or hereafter devised, including, without limitation, all Theatrical, Non-Theatrical, Home Video, Television, and ancillary and derivative rights in and to the Picture, by all methods of delivery, whether now know or hereafter devised, including without limitation, all Internet Delivery Mechanisms, all as such rights may be more specifically defined in Schedule “A”, which is attached hereto and incorporated herein by this reference (collectively, the “Rights”), but expressly excluding the copyright in and to the Picture, all soundtrack album, Electronic Publishing Rights, literary publishing (including, without limitation, all print publication and novelization rights), merchandising rights, and all remake, prequel and sequel rights (including, without limitation, any and all television spin-off rights) in and to the Picture, except as otherwise set forth herein. Without limiting the generality of the foregoing, the Rights granted to

“Streets of Legend” (a.k.a. “Quattro Noza”)
DM.O6
Page 2 of 10

LGF hereunder shall include, without limitation, the exclusive right to market, advertise, promote and publicize the Picture in all media, whether now known or hereafter devised.

     a. Remakes, Prequels & Sequels: LGF’s negotiation rights with respect to remakes, prequels and sequels of the Picture shall be pursuant to the terms of that certain executed employment agreement dated June 6, 2000 (as amended) by and between Lions Gate Entertainment Corp., a corporation incorporated under the laws of British Columbia and Mark Amin with respect to the employment of Amin.

     b. Television Exploitation: Upon LGF’s receipt of Grantor’s written request, which written request must be received by LGF no later than December 31, 2005 (the “Television Notice”), LGF shall submit the Picture to Showtime for inclusion under LGF’s pay television output agreement with Showtime Networks (the “Showtime Agreement”). If LGF does not receive the Television Notice on or before December 31, 2005, then (i) LGF shall not submit the Picture to Showtime for inclusion under the Showtime Agreement (except as otherwise set forth in this subparagraph), and (ii) LGF and Grantor shall cooperate in connection with the sale of the first cycle Television Rights in and to the Picture in the Territory. Following December 31, 2005, Grantor shall have the right to issue written notice to LGF requesting that LGF submit the Picture to Showtime for inclusion under the Showtime Agreement (the “Secondary Notice”). Upon LGF’s receipt of the Secondary Notice, LGF shall have the right, but not the obligation, to submit the Picture to Showtime for inclusion under the Showtime Agreement. If, following LGF’s receipt of the Secondary Notice, LGF elects not to submit the Picture to Showtime for inclusion under the Showtime Agreement, then LGF and Grantor shall continue to cooperate in connection with the sale of the first cycle Television Rights in and to the Picture in the Territory until such time as such sale is complete. Any submission by LGF of the Picture to Showtime for inclusion under the Showtime Agreement pursuant to the terms of this subparagraph shall be subject to Showtime’s right to accept or reject such submission pursuant to the terms of the Showtime Agreement.

4. Term: The “Term” of this Agreement shall commence as of the date first written above and shall terminate seven (7) years from LGF’s initial commercial theatrical release of the Picture in the Territory plus an additional six (6) month non-exclusive sell-off period. Notwithstanding the foregoing, if the Picture is included in the Showtime Agreement pursuant to the terms of Paragraph 3(b) hereinabove, the Term, with respect to all rights necessary to give effect to the Showtime Agreement, shall extend for the term of the Picture required under the Showtime Agreement. It is understood and agreed that LGF shall not manufacture more Home Video devices during the last six (6) months of the Term than it reasonably expects to sell during the Term exclusive of the sell-off period (provided that no inadvertent over-manufacturing shall be deemed a breach of this Agreement). Without limiting the generality of the foregoing, LGF shall have a right of first negotiation (for a period of ten (10) days commencing prior to the expiration of the Term) with respect to any extensions of the Term hereof.

5. Minimum Guarantee: Not applicable.

“Streets of Legend” (a.k.a. “Quattro Noza”)
DM.O6
Page 3 of 10

6. Grantor P&A Commitment; Release Commitment:

     a. Grantor P&A Commitment: Grantor shall spend no less than Two Hundred Thousand Dollars ($200,000.00) (the “Grantor P&A Commitment”) solely in connection with the print, marketing, advertising and publicity costs for LGF’s Theatrical release of the Picture in the Territory. The Grantor P&A Commitment shall be spent pursuant to a mutually approved budget (to be negotiated in good faith by the parties) (the “P&A Budget”). Any print and advertising expenditure in connection with the initial commercial theatrical release of the Picture in excess of the Grantor P&A Commitment shall be subject to mutual written approval between the parties, which approval shall not be unreasonably withheld by Grantor and shall be deemed rejected if not given within five (5) days of Grantor’s receipt of LGF’s written request for such approval. If any such additional print and advertising costs are paid for by LGF, such costs shall be recoupable as Distribution Expenses pursuant to the terms of Paragraph 7 hereinbelow.

     b. Release Commitment: LGF shall cause the initial commercial theatrical release of the Picture on one (1) screen in the Territory.

7. Financial Terms:

     a. Grantor’s Participation: From One Hundred Percent (100%) of all monies received by LGF on a non-refundable basis from the exploitation of the Picture in all media throughout the Territory, LGF shall be entitled to deduct the following on a continuing basis and in the following order: (i) LGF’s Distribution Fee for all media; and (ii) LGF’s Distribution Expenses (as that term is defined hereinbelow), but expressly excluding the Grantor P&A Commitment. All revenues remaining after the foregoing deductions shall be referred to herein as “AGR”. The AGR shall be allocated One Hundred Percent (100%) to Grantor. That portion of the AGR allocated to Grantor pursuant to this paragraph shall be referred to herein as “Grantor’s Participation”. LGF shall be entitled to cross-collateralize all revenues received by LGF in connection with the Picture from all media throughout the Territory for the purposes of recouping LGF’s recoupable Distribution Expenses and the Home Video Advance (as that term is defined hereinbelow). LGF shall not be entitled to cross-collateralize revenues received by LGF from the exploitation of the Picture with revenues received by LGF in connection with any other motion picture property. The Picture shall not be used as a loss-leader. If LGF includes the Picture in a package of films licensed to a third party, then the price allocated to the Picture shall be on the basis of a reasonable allocation of revenues in light of the commercial worth of the motion pictures in the package, as determined by LGF in the exercise of its reasonable good faith business judgment.

     b. Home Video Advance: As an advance against Grantor’s Participation, Grantor shall be entitled to receive a “Home Video Advance” for the Picture in an amount equal to Fifty Percent (50%) of Grantor’s projected share of AGR derived from the Initial Home Video Release (as that term is defined hereinbelow) of the Picture, as projected by LGF in its reasonable good faith business judgment (which projection shall include a reserve for returns based upon LGF’s reasonable good faith business judgment). As used herein, “Initial Home Video Release” shall be the period commencing on LGF’s initial Home Video Street Date for the Picture and

“Streets of Legend” (a.k.a. “Quattro Noza”)
DM.O6
Page 4 of 10

continuing until the end of the calendar quarter during which LGF’s initial Home Video Street Date for the Picture occurs. Grantor hereby acknowledges and agrees that the AGR projection made by LGF pursuant to the terms of this paragraph is an estimate that is subject to change and that the financial information contained therein is not a true and accurate statement of the actual amount of revenues that will be collected by LGF or the actual amount of revenues payable to Grantor. Grantor shall not rely on any information contained in any such projection for any purpose whatsoever. Grantor shall not have the right to dispute such projection (or any and all components thereof). One Hundred Percent (100%) of the Home Video Advance shall be payable thirty (30) days following the end of the first calendar quarter during which LGF’s initial Home Video Street Date for the Picture occurs (unless LGF’s initial Home Video Street Date for the Picture occurs in the second half of such quarter, in which event the Home Video Advance shall be payable ninety (90) days following the end of the first calendar quarter during which LGF’s initial Home Video Street Date for the Picture occurs). Notwithstanding the foregoing, if LGF’s initial Home Video Street Date for the Picture is less than thirty (30) days prior to the end of the calendar quarter, then One Hundred Percent (100%) of the Home Video Advance shall be payable thirty (30) days following the end of the second calendar quarter following LGF’s initial Home Video Street Date for the Picture.

     c. LGF’s “Distribution Fee” shall equal Fifteen Percent (15%) of One Hundred Percent (100%) of all Gross Receipts received by LGF from the exploitation of the Picture in all media throughout the Territory.

     d. As used herein, “Distribution Expenses” shall mean, with respect to all rights granted to LGF hereunder, one hundred percent (100%) of the aggregate of all actual, direct, out-of-pocket, third party costs expended or incurred by LGF in direct connection with the distribution and exploitation of the Picture throughout the Territory in all media, including, without limitation, all DLT Creation Costs, and all conversion, manufacturing, duplication, shipping, marketing, advertising, promotion and publicity costs, and all costs to complete Delivery of the Picture (to the extent (i) LGF elects to cure any failure of Grantor to complete Delivery of the Picture in accordance with the Delivery Schedule and/or (ii) LGF is required to take “access” to any Delivery Materials pursuant to the Delivery Schedule; and/or (iii) Grantor is not required to deliver such elements under the Delivery Schedule). The Grantor P&A Commitment shall not be included in Distribution Expenses hereunder.

     e. Home Video Marketing Expenses: Grantor and LGF shall mutually approve the initial marketing budget for the initial Home Video exploitation of the Picture in the Territory, which budget shall include the advertising, duplication and DVD authoring, compression and replication costs (the “Approved Marketing Budget”). LGF shall have the right to reallocate the subcategories contained in the Approved Marketing Budget for the Picture and shall have the right to spend up to ten percent (10%) above the Approved Marketing Budget. Commencing as of the date that is twelve (12) months following LGF’s initial Home Video Street Date for the Picture, LGF’s Home Video marketing expenses shall not exceed an amount that is equal to twelve percent (12%) of the Gross Receipts received by LGF from the exploitation of the Home Video Rights in and to the Picture.

“Streets of Legend” (a.k.a. “Quattro Noza”)
DM.O6
Page 5 of l0

     f. DLT Creation Costs: As used herein, the term “DLT Creation Costs” shall mean and include 100% of LGF’s actual, direct, out-of-pocket, third party costs of creating the Digital Linear Tape (“DLT”) for the Picture, including, without limitation, DVD mastering and authoring costs, manufacturing, duplication, and shipping and clearance costs (including, without limitation, the cost of clearing “bonus” materials for such DVD).

8. Delivery: Grantor shall Deliver, at Grantor’s sole cost and expense, all Delivery Materials set forth in the Delivery Schedule that are required to constitute complete Delivery on or before September 30, 2005 (the “Delivery Date”). If any of the Delivery Materials are incomplete or fail to meet LGF’s technical requirements, LGF shall notify Grantor in writing specifying the defects in the Delivery Materials (the “Defect Notice”). Such Defect Notice shall be delivered within forty-five (45) days of LGF’s receipt of all Delivery Materials set forth in the Delivery Schedule. Grantor shall have fifteen (15) days from its receipt of the Defect Notice in which to cure the defects set forth therein (the “Delivery Cure Period”). If Grantor fails to cure the defects set forth in the Defect Notice prior to the expiration of the Defect Cure Period, then, without limitation to LGF’s other available rights and remedies, LGF shall have the option in its sole discretion to (A) secure acceptable replacement materials and deduct the costs thereof from Grantor’s Participation, or any other monies owing to Grantor pursuant to this Agreement, or (B) determine that it is economically prohibitive or otherwise unfeasible to secure acceptable replacement materials and, as a result, terminate this Agreement upon written notice to Grantor. In the event that LGF elects to terminate this Agreement, LGF shall be (I) relieved of its obligations hereunder, and (II) Grantor shall reimburse LGF for all of LGF’s out-of-pocket costs theretofore incurred by LGF under this Agreement. Without limitation to those req