EXHIBIT 10.12
PROPRIETOR APPROVAL FORM
Date: 11/21/03
Proprietor: Highpoint Productions, Inc. on behalf of Next Action Star
Productions, Inc.
From: Joy Tashjian Marketing Group, LLC.
PROPOSED AGREEMENT TERMS: For your review, please find below the terms of the
following proposed license agreement.
Licensee: (including NAS Interactive, LP
address) 7377 E. Doubletree Ranch Rd.
Suite 290, Scottsdale, AZ 85258
480-657-0600, Fax Number 480-368-1319
E-mail: larrym@playint.com
Property: The Next Action Star TV show.
Licensed Products: Right to use The Next Action Star name, logo,
content-ideas and copyrights in Video Games -
Console, PC and Nintendo handheld games, wireless,
handheld, and mobile telephone systems, gaming
Guide Books and web for instructional and strategy
usage with games.
Exclusivity: Global Exclusive for all licensed products except
mobile phones.
Advance: $100,000
Royalty: 8% of GROSS RECEIPTS ON GAMES LESS ALL THIRD-PARTY
GAME PLATFORM ROYALTIES. 8% OF GROSS RECEIPTS ON
STRATEGY GUIDES, BOOKS.
Guarantee: Minimum Guaranteed Royalty $250,000.00 with
$100,000 in advance, $75,000 due on or before
8/1/2006, and $75,000 due on or before 8/1/2008.
Term: Five (5) years
Renewal: Automatic first right of negotiation if Licensor
earns more than the Minimum Guarantee unless a
notice of termination is provided 90 days before
the end of the current term by either party. If
Playentertainment, LLP (the General Partner of NAS
Interactive, LP) is unable to perform any of its
material obligations under the Agreement, or is
insolvent, or has filed a petition under any
bankruptcy law, that the agreement is terminated,
and all rights under the Agreement would
immediately revert back to Highpoint Productions,
Inc. on behalf of Next Action Star Productions,
Inc. and that such termination due to
circumstances of both NAS Interactive, LP and
Playentertainment, LLP's failure to pay shall not
alleviate either NAS, LLP or Playentertainment,
LLP's financial responsibility to Highpoint
Productions, Inc.
Territory: Global
Distribution Channels: Web, Direct Sales, Game Stores and other Mass
Market Retailers including Best Buy, Target,
CompUSA, Wal-Mart and others.
Additional/Special Minimum guarantee reduced to $100,000 if show is
Provisions: not renewed for a second season, $50,000 of the
$100,000 Advance returned in full if show is
cancelled on or before completion of the show's
full ten week run. Marketing for the game to be
done in print,
web, contests, and possibly radio
and TV. This revised agreement supersedes all
previous agreements.
Playentertainment, LLP, hereby agrees, subject to
all of the terms and conditions of this agreement,
to guarantee all of the obligations of Licensee to
NAS under this agreement. NAS may enforce this
Guarantee independently of any other remedy NAS
may have in connection with Licensee's obligations
and it shall not be necessary for NAS to proceed
upon or against and/or exhaust any remedy against
Licensee or any other person or entity before
proceeding to enforce this Guarantee
Please sign where indicated below if you approve of the above agreement terms.
If you have any questions or comments please contact us at the number above or
by e-mail.
Sincerely,
Joy Tashjian
APPROVED APPROVED
Highpoint Productions, Inc. on behalf of Joy Tashjian Marketing Group,
Next Action Star Productions, Inc. LLC. Inc.
By: /s/ Gary R. Benz By: /s/ Joy Tashjian
------------------------------------ --------------------------------
Name: Gary R. Benz Name: Joy TashJian
Date: February 3, 2004 Date: February 7, 2004
APPROVED
NAS Interactive, LP
By: /s/ Lawrence E. Meyers
------------------------------------
Name: Lawrence E. Meyers
Date: November 21, 2003