[LOGO OF SPACE VISION INC. APPEARS HERE]
Exhibit 10.20
AGREEMENT
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This AGREEMENT is made as of the 18th day of November, 1994, by and between
Jones Education Networks, Inc., a corporation organized under the laws of
Colorado, U.S.A. (hereinafter called Jones"), and Space Vision, Inc,, a
corporation organized under the laws of the Republic of China (hereinafter
called "SVI"), with reference to matters of the translation and
subtitling of video programs wherein the two parties have signed the
Program Distribution Agreement dated 28th day of September, 1994.
The parties agree as follows:
I. Jones hereby authorizes SVI to make all necessary arrangements for the
translation and the subtitling of the video programs of Mind Extension
University (hereinafter called "ME/U").
2. For the consideration of translation and subtitling accuracy, Jones
shall provide SVI with Betacam Program Tapes of ME/U, and written program
scripts.
3. Following completion of the translation and subtitling of the video
programs by SVI, SVI may directly distribute the video programs to the
Systems Operator, as according to the terms of the Program Distribution
Agreement dated 28th day of September, 1994.
4. Jones shall unconditionally guarantee the following matters:
a) The payment of all expenses for the translation and subtitling
of video programs; as that described in Exhibit A, attached to
this Agreement.
b) Jones is lawfully in possession of the Programs, and
has the right, without any limitations or restrictions, to
authorize SVI to translate and subtitle the programs that
Jones provides.
5. Each month, after SVI receives the batch of Betacam Program Tapes, Jones
shall wire the monthly translation and subtitling payments for the previous
month, in the amount of US$49,500, on the 15th day of each month
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thereafter, to SVI's account, which is listed as follows:
Bank : First Commercial Bank
Address : Savings Department
No. 184, Shin-Yi Rd. Sec. 4
Taipei, Taiwan
R O. C.
Swift # : FCBKTWTP
Account No : 094-40-005061
The Account Of : Space Vision, Inc.
[LOGO OF SPACE VISION INC. APPEARS HERE]
6. This Ageement shall be binding upon and inure to the benefit of, the
parties hereto and their respective successors and permitted assignees.
Neither party shall assign this Agreement or any, rights or obligations
hereunder without the prior written express consent of the other party.
7. This Agreement shall be governed by, and construed in all respects in
accordance with the laws of the Republic of China. The parties hereto,
hereby irrevocabiy submit to the jurisdiction of the Taipei District Court
in respect of this Agreement.
This Agreement contitutes the entire agreement between the parties, and can
only be amended in writing.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the date and the year first written above.
Space Vision, Inc.
/s/ RUDOLPH LEE
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Rudolph Lee
Chairman
Jones Education Networks Inc.
/s/ GREGORY J. LIPTAK
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Gregory J. Liptak
Group President/Global Distribution
[LOGO OF SPACE VISION INC. APPEARS HERE]
EXHIBIT A
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Jones shall pay the translation and the subtitling fees to Space
Vision as follows:
Work descriptions Price per hour
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Translation and Chinese Character Key-in USD 230.00
Betacam Program Tape Material Fee USD 45.00
Total Amount( per program hour) USD 275.00
Total Amount(180 program hours) USD49,500.00
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Note: 1. The above price list is quoted based on Betacam NTSC format
with scripts provided.
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2. The above price quoted shall be revised through a negotiation
between Jones and SVI if the exchange rate fluctuates over
15%.
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