EXCLUSIVE DISTRIBUTION RIGHTS TO PICTURE

Exhibit 10.30

AGREEMENT

“THE WAY OF THE PEACEFUL WARRIOR” a/k/a “PEACEFUL WARRIOR”

     This agreement (the “Agreement”) is made and entered into as of December 6, 2005 by and between Sobini Films, a California Corporation (“Grantor”), whose address is 2700 Colorado Avenue, Suite 510B, Santa Monica, California, 90404, and Lions Gate Films Inc. (“LGF”), whose principal address is 2700 Colorado Avenue, Second Floor, Santa Monica, California, 90404, with respect to that certain motion picture presently entitled “The Way of the Peaceful Warrior” a/k/a “Peaceful Warrior”.

1. Picture: The “Picture” shall mean that certain motion picture presently entitled “The Way of the Peaceful Warrior” a/k/a “Peaceful Warrior” and any and all versions thereof and all “bloopers”, footage, trims and outtakes thereof (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 2005.

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 or serviced from 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 or serviced from Canada, and (c) for the purposes of Television exploitation in the U.S. only, Bermuda and the Bahamas Islands.

3. Rights Granted:

     a. Rights Granted to LGF: Grantor hereby grants to LGF, on an exclusive basis, all distribution rights in and to the Picture and the underlying material with respect thereto (to the extent necessary to effectuate the grant of Rights hereunder), under copyright and otherwise, throughout the Territory, in all languages and in all media, whether now known or hereafter devised, including, without limitation, all Theatrical, Non-Theatrical, Home Video, and Television 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”), excluding without limitation, all Ancillary Rights and all the sequel, prequel and remake rights in and to the Picture (including, without limitation, any and all Television spin-off rights), the Blockbuster Store Rights (as that

“The Way of the Peaceful Warrior” a/k/a “Peaceful Warrior”
DM. 10
Page 2

term is defined in paragraph 3(b) hereinbelow, and all Ancillary Rights (as that term is defined in paragraph 3(c) hereinbelow) in and to the Picture (collectively, the “Reserved Rights”). Without limiting the generality of the foregoing, the Rights granted to 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.

     b. Remakes, Prequels & Sequels: LGF shall have a right of first refusal (a “Right of First Refusal”) with respect to worldwide distribution rights in any motion picture produced by Grantor alone or in conjunction with others during the Term (a “Qualifying Picture”) to the extent that Grantor controls the licensing of such distribution rights; provided, that such Right of First Refusal shall not apply to any rights to distribute a Qualifying Picture which has been licensed, transferred or otherwise disposed of prior to the time that Grantor controls the licensing of such distribution rights unless at such later time Grantor has obtained the control of the Subject Distribution Rights. Such a Right of First Refusal shall apply to all rights to distribute the Qualifying Picture in the United States (“U.S. Rights”) and to all rights to distribute the Qualifying Picture outside of the United States (“Foreign Rights”). The rights as to which LGF has the Right of First Refusal set forth in this paragraph shall be referred to herein as “Subject Distribution Rights”.

     i. Grantor shall notify LGF in writing of any Qualifying Picture (a “First Refusal Notice”) setting forth a description of the Material Elements. For purposes of this Agreement, “Material Elements” shall mean the proposed director, lead actor and amount of the budget for the Qualifying Picture. LGF shall have until 5:00 p.m. on the eighth (8^th) business day following provision of the First Refusal Notice by Grantor (the “Exercise Period”) to notify Grantor in writing (an “Exercise Notice”) that LGF is exercising its right to negotiate in good faith to acquire the U.S. Rights and/or the Foreign Rights. If LGF so exercises its Right of First Refusal with respect to the U.S. Rights and/or with respect to the Foreign Rights, LGF shall thereupon be obligated to negotiate with Grantor in good faith for a period of ten (10) business days (“Negotiation Period”).

     ii. If the parties fail to reach agreement ( or are deemed to fail to reach agreement) prior to the expiration of the Negotiation Period with respect to U.S. Rights and/or Foreign Rights, subject to and in accordance with subsections (iv) and (v) below, Grantor may accept any third party offer to acquire U.S. rights and/or Foreign Rights on monetary terms or conditions materially more favorable to Grantor that the monetary terms and conditions last offered by LGF to Grantor during the Negotiation Period and/ or may sell or license Foreign Rights on a territory-by territory basis without any further obligation to LGF.

     iii. LGF’s failure to provide an Exercise Notice prior to the expiration of the Exercise Period shall be deemed an election by LGF to not exercise its Right of First Refusal to acquire any of the Subject Distribution Rights. In the event LGF fails to provide an Exercise Notice within the applicable Exercise Period or fails to negotiate with Grantor during the appropriate Negotiation Period, Grantor shall have the right to dispose of the Subject Distribution Rights with respect to Qualifying Picture without any further obligation to LGF.

“The Way of the Peaceful Warrior” a/k/a “Peaceful Warrior”
DM. 10
Page 3

     iv. Subject to paragraph 3(b)(v) hereinbelow, if at any time there is a substantial change in the Material Elements pertaining to a Qualifying Picture, Grantor shall within ten (10) business days following such change to provide a First Refusal Notice to LGF describing such change of Material Elements. The Exercise Period, Negotiation Period and the mechanics for LGF’s exercise or deemed election not to exercise its rights under any such First Refusal Notice shall be the same as set forth above. For purposes of this Agreement, a “substantial change” in the Material Elements pertaining to a Qualifying Picture shall mean (A) any change in the proposed director or lead actor or (B) a decrease of more than ten percent (10%) in the amount of the proposed budget.

     v. Notwithstanding anything to the contrary in this Agreement, if Grantor enters into an agreement with a third party regarding the U.S. Rights or the Foreign Rights in Qualifying Picture, thereafter there is a substantial change in Material Elements pertaining to such Qualifying Picture, and Grantor has theretofore compiled with his first refusal obligations as set forth herein, LGF’s Right of First Refusal shall not apply to such Qualifying Picture. By way of clarification, in such event, Grantor would, among other things, not be required to provide a subsequent First Refusal Notice to LGF with respect to a Qualifying Picture, even if the Material Elements of such Qualifying Picture were to change substantially subsequent to the time such agreement is entered into.

     c. Blockbuster Store Rights: LGF acknowledges that Sobini has entered into a revenue sharing agreement with Blockbuster Inc. (“Blockbuster”) with respect to the rental of DVDs (including, without limitation, Blu-Ray™) of the Picture for the first twenty-six (26) weeks commencing with LGF’s initial Home Video Street Date of the Picture (the “Revenue Share Period”) via (i) Blockbuster’s “brick and mortar” retail stores or locations in the Territory with the limited exception of stores or locations located in Hawaii or Alaska or any United States’ territory or possession other than the District of Columbia (the “Blockbuster Territory”) that are wholly owned or operated by Blockbuster or its affiliates (the “Blockbuster Parties”); and (ii) blockbuster.com (collectively, the “Blockbuster Store Rights”). LGF further acknowledges that this Picture will not be a “Rental Picture” under any revenue share agreement between LGF and Blockbuster that is or will be in effect as of LGF’s initial Home Video Street Date of the Picture (i.e., any “brick and mortar” or online revenue share agreement). For clarification purposes, LGF will not be prohibited or restricted from selling Videograms (including, without limitation, DVDs) of the Picture to any of the Blockbuster Parties for retail purposes in the Blockbuster Territory prior to or during the Revenue Share Period nor will LGF be prohibited or restricted from selling Videograms (including, without limitation, DVDs) of the Picture to any of the Blockbuster Parties in the Blockbuster Territory for retail and/or rental purposes after the expiration of the Revenue Share Period. “Videograms” means and includes, without limitation, all kinds of tapes, cassettes, discs, chips, cards and other devices, whether now known or hereafter devised, including but not limited to, all formats of videotapes, videocassettes, videodiscs, chips, cards, and other technologies in which the Picture is embodied in a tangible medium of expression (including, without limitation, VHS, DVD, PSP, Blu-Ray™ and laser discs), as these terms are commonly understood in the video industry which contain the Picture, or portions thereof and are intended primarily for viewing of the Picture in its original continuity.

“The Way of the Peaceful Warrior” a/k/a “Peaceful Warrior”
DM. 10
Page 4

     d. Specialty Home Video Markets: LGF shall use good faith efforts to engage Gaiam to handle the distribution of Video Devices of the Picture in certain non-mass-merchant and specialty Home Video markets, provided that (i) LGF approves all of the terms of such distribution agreement with Gaiam, and (ii) LGF approves of the specific retail chains to be handled by Gaiam under such agreement.

     e. Ancillary Rights: As used herein, “Ancillary Rights” shall mean and include, without limitation, all Soundtrack, Music Publishing, Literary Publishing, Electronic Publishing and Merchandising Rights in and to the Picture. Notwithstanding any reservation of the Ancillary Rights in and to the Picture, LGF is hereby granted the exclusive right to merchandise the key art in and to the Picture (e.g., posters, toys, key chains, etc.) for the purposes of promoting the Picture in the Territory.

4. Term: The “Term” of this Agreement shall commence as of the date first written above and shall terminate ten (10) years from LGF’s initial Theatrical release of the Picture in the Territory (which Theatrical release shall be deemed to have occurred on the earlier of (a) the actual initial commercial Theatrical release date of the Picture in the Territory, and (b) twelve (12) months from the date of complete Delivery (and LGF’s acceptance) of the Picture in accordance with the Delivery Schedule). Notwithstanding the foregoing, the Term of this Agreement shall be deemed extended as is necessary to comply with any license of Television Rights to Showtime Networks Inc.. After the expiration of the Term, there shall be a six (6) month exclusive sell-off period (the “Sell-Off Period”). During the Sell-Off Period, LGF shall only manufacture that number of Video Devices LGF reasonable requires in order to fill orders during the Sell-Off Period. LGF shall not manufacture more 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. Without limiting the generality of the foregoing, LGF shall have a right of first negotiation (for a period of ten (10) business days commencing on Grantor’s receipt of LGF’s written notice of its intent to commence such negotiations, which notice shall be Delivered to Grantor no later than the last day of the Term) with respect to any extensions of the Term hereof.

5. Minimum Guarantee: None.

6. Grantor’s Participation; Distribution Fees:

     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, (ii) LGF’s Distribution Expenses (as that term is defined hereinbelow) plus Interest, and (iii) third party participation payments (to the extent that LGF pays such third party participation payments on Grantor’s behalf, if at all, and which shall only be payable from any monies remaining after the foregoing deductions; for the purposes of clarity, LGF shall not be required to assume any payment obligations of Grantor nor shall LGF be required to make any third party participation payment that is greater than the amount of revenues available after LGF has first deducted its Distribution Fees and Distribution Expenses). All revenues remaining after the foregoing deductions shall be referred to herein as

“The Way of the Peaceful Warrior” a/k/a “Peaceful Warrior”
DM. 10
Page 5

“AGR”. Grantor shall be entitled to receive One Hundred Percent (100%) of the AGR. Notwithstanding the foregoing, in the event that LGF contributes Two Million Dollars ($2,000,000.00) or more in actual, direct, out-of-pocket, third party print, marketing, advertising, promotional and publicity expenses in connection with the theatrical release of the Picture, then One Hundred Percent (100%) of the AGR shall paid to Grantor until such time, if ever, as Grantor has received the aggregate of Two Million Five Hundred Thousand Dollars ($2,500,000.00) under this Agreement plus an amount equal to any and all monies drawn down from the LC by LGF pursuant to paragraph 6(c)(i) hereinbelow. Thereafter, the AGR shall be allocated and paid Ten Percent (10%) to LGF and Ninety Percent (90%) to Grantor for the duration of the Term. 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 from the exploitation of the Picture from all media throughout the Territory for the purposes of recouping LGF’s recoupable Distribution Expenses. LGF shall be entitled to hold a reasonable amount of Home Video Gross Receipts in reserve to accommodate bad debt, returns, damaged goods, residuals and the like, which reserves shall be liquidated on an annual basis in accordance with LGF’s standard business practices. The amount of reserves held by LGF commencing on LGF’s initial Home Video release of the Picture in the Territory and continuing for a consecutive twelve (12) month period thereafter shall not exceed twenty-seven percent (27%) of Home Video Gross Receipts. Thereafter, the amount of reserves held by LGF shall not exceed thirty (percent (30%) of Home Video Gross Receipts. Nothing set forth herein shall preclude LGF from making adjustments to its reporting statements to reflect the actual or anticipated rate of returns, damaged goods, and the like. LGF shall not be entitled to cross-collateralize revenues received by LGF from the exploitation of the Picture with revenues received by LGF from the exploitation of any other motion picture or property distributed by LGF for any recoupment purposes, including, but not limited to, recoupment of its Distribution Expenses. The Picture shall not be treated as a “loss leader” by LGF. If LGF includes the Picture in a package of motion pictures 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. Distribution Fees: 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.

     c. Distribution Expenses: 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, all Residual Payments, 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 Way of the Peaceful Warrior” a/k/a “Peaceful Warrior”
DM. 10
Page 6

     i. P&A Contribution: Grantor shall pay LGF the sum of Two Million Dollars ($2,000,000.00) (the “P&A Contribution”) in the form of an irrevocable letter of credit (“LC”), which LC shall be Delivered to LGF on or before March 31, 2006. LGF shall be entitled to draw down from the LC, without restriction, commencing on that date which is eighteen (18) months following the first day of the initial commercial theatrical release of the Picture in the Territory (or earlier if LGF determines in good faith that it will not recoup its Distribution Fees and Distribution Expenses (including, but not limited to, its marketing, advertising, promotional, publicity and print (“P&A”) expenditure in connection with the initial Theatrical release of the Picture in the Territory) based on the performance of the Picture) and continuing until that date which is twenty-four (24) months after the commencement of the initial commercial Theatrical release of the Picture in the Territory. Such LC shall only be drawn upon to the extent that Gross Receipts fail to equal LGF’s Distribution Fees plus LGF’s Distribution Expenses (together with Interest thereon) as of the date(s) the LC is drawn upon. By way of example, if LGF spends $2,000,000.00 in connection with the initial commercial theatrical release of the Picture in the Territory (representing Grantor’s P&A Contribution), $2,000,000 in other Distribution Expenses (including interest) and Gross Receipts equal $4,000,000.00, then LGF shall only be entitled to draw $600,000.00 from the LC. One Hundred Percent (100%) of the P&A Contribution shall be spent by LGF in actual, direct, out-of-pocket, third party, print, marketing, advertising, promotional and publicity costs incurred in connection with the Theatrical release of the Picture in the Territory. LGF and Grantor shall have the right of mutual approval of the amount, if any, that LGF contributes to the theatrical release of the Picture.

     ii. Grantor’s Approval Rights: Grantor shall have the right of approval of the amount of the initial print and advertising expenditure in connection with the initial commercial theatrical release of the Picture in the Territory (provided that LGF is pre-approved to spend the P&A Contribution) and the initial marketing and advertising expenditure in connection with the initial Home Video release of the Picture in the Territory. Without limiting the generality of the foregoing, Grantor shall have the right of approval of the initial marketing plan for the initial Theatrical and Home Video releases of the Picture in the Territory. Without limiting the generality of the foregoing, Grantor shall have the right of approval of the initial markets in which the Picture shall be initially theatrically released (Los Angeles, San Francisco, San Diego, Phoenix, Portland and Seattle are pre-approved). In each instance, Grantor’s approval shall not be unreasonably withheld or untimely delayed and shall be deemed given if not rejected within ten (10) business days of Grantor’s receipt of LGF’s written request for approval, except that once the Theatrical release of the Picture has commenced, Grantor’s approval shall be deemed given if not rejected within two (2) business days of Grantor’s receipt of LGF’s written request for approval.

     d. Interest: As used herein, “Interest” shall mean the actual rate of interest charged to LGF by LGF’s principal lending syndicate, which rate, as between LGF and Grantor, shall not exceed the prime rate of interest plus two percent (2%).

     e. Residuals: Grantor represents and warrants that no residual buy-outs are permitted by any guild or union affiliated with the Picture or those individuals rendering services in

“The Way of the Peaceful Warrior” a/k/a “Peaceful Warrior”
DM. 10
Page 7

connection therewith (the “Residual Buy-Out”). Without limiting the generality of the foregoing, Grantor shall be responsible for any and all residual and other additional or supplemental payments required to be made by reason of the distribution or other exploitation of the Picture in the Territory. Notwithstanding the foregoing, LGF represents and warrants that it shall pay any residual payments Grantor is required to pay as a result of LGF’s exploitation of the Picture in the Territory other than the Residual Buy-Out and LGF shall sign Distributor’s Assumption Agreements in connection therewith (each, a “Residual Payment”). Grantor represents and warrants to LGF that the Picture was produced under the SAG Basic Agreement and not under the SAG Low Budget, Ultra Low Budget or Modified Low Budget Basic Agreements (collectively, the “SAG Low Budget Agreements”). Grantor hereby represents and warrants to LGF that LGF shall not be required to pay any residual or other guild penalties hereunder, except with respect to those penalties that may arise as a result of LGF’s failure to timely pay such residual payments (subject to LGF’s receipt of timely written notice of its obligation to pay such residuals and the amount thereof). For the purposes of clarity, LGF shall not be responsible for paying any additional up-front compensation to any guild whatsoever, including, without limitation, the WGC, ACTRA, the DGC, DGA, WGA, IATSE, SAG or to any SAG cast members in order to qualify the Picture for distribution beyond that permitted under any SAG Low Budget Agreement. In this regard, Grantor shall complete the Residuals Worksheet which is attached hereto and incorporated herein by this reference as Schedule “B”. Delivery of a completed Schedule “B” is a condition precedent to Delivery of the Picture being deemed complete. LGF shall be entitled to recoup all Residual Payments as Distribution Expenses hereunder.

     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 DLT(s) for the Picture, including, without limitation, DVD mastering and authoring costs, manufacturing, duplication, and shipping and clearance costs