AMERICA *
ONE
[GRAPHIC OMITTED]
PROGRAM LICENSE
AGREEMENT
THIS PROGRAMMING
AGREEMENT (“Agreement”) is between VOTH Network, Inc.
dba America One Television (“Network”) with offices at
6125 Airport Freeway, Ft. Worth, Texas 76117 and Karma Media
(“Licensor”).
1. PROGRAM(S): Estelle’s Paradise
NUMBER
OF EPISODES: 26
2.
LENGTH OF PROGRAM: 28:30
Commercial
Time: 6:00
Content
Time:22:30
Running Time:
28:30
3.
RIGHTS
Exclusive___
Non-exclusive X
4. TERM OF AGREEMENT:
Start Date: January 1, 2005
End Date: December 31, 2005
5. LICENSOR :
Attn.: Mike
Markwell
Phone:
502-459-5036
Fax:
Mobile:
E-mail:
Website:
Billing
Address: 5006 Coolidge Ave.
Culver City, CA 90230
6. NETWORK: America One.
7.
DATE OF DELIVERY OF
PROGRAM: One week prior to air. All tapes should be addressed
to the attention of:
Programming Administrator, America One Television
6125 Airport Freeway, Ft. Worth, Texas 76117
Phone: 817-546-1370, Fax: 682-647-0756
8. FORMAT: The Program
(and any commercial spots) to be provided on beta sp tape with
audio mixed to channel two, or channel one and two. No stereo
tapes will be accepted.
9.
PAYMENT TERMS:
Licensor is providing Program to Network on a Barter
basis.
10. PROGRAM SCHEDULE: Network will
schedule programs at its sole discretion, with an option to
repeat.
11. COMMERCIAL SPOTS: (per half
hour)
Licensor:
2:00
Affiliate:
2:00
Network:
2:00
Total
minutes
6:00
12.
ADDITIONAL TERMS:
* America One Television will provide statements
and an affidavit of performance at the end of each
month.
>
Licensor is supplying
Programs on an non exclusive traditional and non-traditional
broadcast rights basis.
>
The Affiliate breaks
must be formatted into two separate one-minute blocks.
13. TERMS
AND CONDITIONS: The Terms and Conditions set
out in the attached Exhibit “A” are a part of
this Agreement.
AGREED TO AND
ACCEPTED :
(“Network”)
VOTH Network,
Inc.,
dba America One
Television
By: VOTH Network,
Inc
(“Licensor”)
EXHIBIT "A"
TERMS AND CONDITIONS TO PROGRAM
LICENSE AGREEMENT
A-1.
GRANT:
Licensor
hereby grants to Network the right and license to distribute,
transmit, broadcast, advertise, promote, project and perform the
Program(s) listed in this Agreement through it’s affiliates,
either broadcast or cable, or any portions or segments thereof,
during the Term by any means and media, whether now known or
hereafter invented (including, without limitations, the Internet)
throughout the world.
A-2.
PROMOTIONAL
MATERIALS: Upon execution of this agreement,
Licensor will provide Network with all available promotional
materials for the Program(s) including trailers and promos (to be
delivered on Beta SP), press material, and one sheets.
Network shall have the right to authorize others to advertise
and promote the program(s).
A-3.
DELIVERY REQUIREMENTS
(TAPE):
(a) Licensor, at
its sole cost and expense shall provide and deliver one (1)
commercial broadcast television quality beta sp videotape, with a
complete audio mix as described in the paragraph 7 of this
Agreement. Each videotape shall be delivered prepaid to
Network on or before the delivery dates specified in paragraph 7 of
this Agreement. Delivery shall not be deemed complete unless and
until the materials delivered by Licensor in accordance with the
provisions hereof are technically and editorially acceptable to
Network. Timely delivery of such technically acceptable
material is of the essence of this Agreement. The videotape
referred to herein shall be a duplicate of the master.
(b) Licensor, at
its sole cost and expense, shall be responsible for return shipment
of Programs from Network to Licensor. Alternatively, Network will
provide a certificate of destruction for programming / tapes upon
Licensor's request.
A-4.
PAYMENTS:
Where applicable,
Licensor shall pay one month’s payments in advance to Network
prior to broadcast of the program(s). Each party shall each
have available to it only the number of Commercial Spots within
each Program as set forth in this Agreement.
A-5.
LICENSORS COMMERCIAL
SPOTS:
(a) Unless
otherwise noted, all licensors commercial spots will be embedded in
the program tape.
(b) In the event
commercials are provided separately, they shall be delivered no
less than three business days in
advance and shall be
delivered on Beta SP format.
(c) Network at
it’s sole discretion reserves the right to refuse any Direct
Response, Public Information, or
commercial
advertisement that is deemed in violation of FCC standards for
terrestrial broadcasting or deemed inappropriate material for the
Networks broadcast, production and content standards , including,
but not limited to content that includes nudity, profanity,
firearms, pornography, or any other products, services, or content
which may be deemed fraudulent, or inappropriate material for
general public access.
A-6.
REPRESENTATIONS AND
WARRANTIES: Licensor represents and warrants to
Network that:
(a) it has the
right to enter into this Agreement and to grant the rights herein
granted to Network free and clear of all liens and
encumbrances;
(b) the exercise
by Network of any of the rights herein grant
