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TDK Mediactive Inc – ‘SB-2/A’ on 5/9/96 – EX-10.42

As of:  Thursday, 5/9/96   ·   Accession #:  912057-96-8749   ·   File #:  33-80827

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/09/96  TDK Mediactive Inc                SB-2/A                26:1.1M                                   Merrill Corp/FA

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of           142    740K 
                          Securities by a Small-Business Issuer                  
 2: EX-1        Underwriting Agreement                                54    225K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders    31    107K 
 4: EX-4.3      Instrument Defining the Rights of Security Holders    38    141K 
 5: EX-4.4      Instrument Defining the Rights of Security Holders     9     46K 
 6: EX-5        Opinion re: Legality                                   3     14K 
 7: EX-9.1      Voting Trust Agreement                                 6     27K 
 8: EX-9.2      Voting Trust Agreement                                 1     10K 
 9: EX-9.3      Voting Trust Agreement                                 1     10K 
10: EX-9.4      Voting Trust Agreement                                 1     10K 
11: EX-10.1     Material Contract                                     17     57K 
12: EX-10.2     Material Contract                                     16     57K 
13: EX-10.3     Material Contract                                     13     47K 
14: EX-10.35    Material Contract                                     12     55K 
15: EX-10.36    Material Contract                                     12     55K 
16: EX-10.37    Material Contract                                     12     55K 
17: EX-10.38    Material Contract                                     11     45K 
18: EX-10.39    Material Contract                                     10     40K 
19: EX-10.40    Material Contract                                      1     10K 
20: EX-10.41    Material Contract                                     23     81K 
21: EX-10.42    Material Contract                                      6     22K 
22: EX-10.43    Material Contract                                      5     23K 
23: EX-10.44    Material Contract                                      6     25K 
24: EX-10.45    Material Contract                                      7     30K 
25: EX-10.46    Material Contract                                      2     11K 
26: EX-23.1     Consent of Experts or Counsel                          1      8K 


EX-10.42   —   Material Contract

EX-10.421st Page of 6TOCTopPreviousNextBottomJust 1st
 

UNIVERSAL STUDIOS FLORIDA December 13, 1995 Eric H. "Rick" Winston President & COO Sound Source Interactive 2985 E. Hillcrest Dr. Suite A Westlake Village, CA 91362 Dear Rick: This letter shall serve to confirm the agreement between Universal Studios Florida ("USF") and Sound Source Interactive ("Sound"). This agreement relates solely to the USF/Sound promotion described as follows: PROMOTION: USF/T2 Screensaver Sweepstakes CONCEPT: In conjunction with the launch of a new limited edition Terminator screensaver, consumers can enter to win one of two trips for 2 to USF for 3N/4D to experience the new Terminator 2: Battle Across Time attraction. Promotions will be implemented in key software retailers and mass merchandisers nationwide. In addition, an insert offering a specially prices USF travel package will be included in each box. DATES: March 1, 1996 - May 1, 1996 MARKETS: National EXPOSURE: PRINT: - Ads in national sci-fi and multi-media publications (min 6) POS: - Displays as allowable by retailers In conjunction with the sweepstakes: I. USF will, at no cost to Sound: A. Waive all customary licensing fees for the use of the USF name, logo and graphics for this promotion. B. Provide, exclusive of any and all licensing fees, existing "official" USF graphics, footage, copy points and artwork to be used in the development and production
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of all materials employed in the promotion. "Licensing fees," as stated above, does not include those production costs incurred in order to develop or produce USF artwork as it is required for the promotion. C. Provide two (2) 4 day/3 night trips each for up to two people to USF. Each trip will include the following: - Up to two (2) two-day USF Studio Passes. - Round trip coach class airfare to for up to two (2) people. - Standard hotel accommodations (room and tax only) (4 days/3 nights), for up to two (2) people (one room, double occupancy). Accommodations do not include meals, incidentals, tips, telephone calls or any other personal expenses incurred during the guests' experience. - Round trip ground transfers provided via shuttle service between the airport to the hotel, and the hotel and USF. - Trips must be redeemed by April 1, 1997. All travel must be booked a minimum of 45 days in advance. Trip is non-transferable and has no cash value. All hotel and airline blackout dates and restrictions apply. USF does not provide necessary 1099 forms for winner's tax information. Sound will provide the 1099 forms. D. Coordination and fulfillment of grand prize travel package for winner. Winner must be 18 years of age or older unless accompanied by a parent or legal guardian. E. Design and printing of insert to be included in each of the Terminator 2 limited edition entertainment utility boxes (minimum 50,000). Insert to include a specially priced USF travel package, as well as the USF internet address. II. Sound will, at no cost to USF: A. Incorporate USF identification as the central thematic and Grand Prize element in the sweepstakes. USF promotional exposure will include without limitation: - Name mention, logo and prominent ride/show copy and visual representation (USF) on all POS materials which include, but are not limited to: header cards, posters, countercards, entry boxes, banners. POS will be placed in locations as allowable by retailer.
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- Name mention, logo and prominent ride/show copy and visual representation (USF) in all print/newspaper advertising including but not limited to: full page, four color ads to be inserted in select science fiction and gaming publications (minimum six publications). Ad(s) to be inserted a minimum of 1 time per week for a minimum of 4 weeks. - Name mention, logo and ride/show copy inclusion (USF) on all limited edition T2 screensaver on-pack stickers. Stickers will be placed on a minimum of fifty-thousand (50,000) packages released for distribution. - Insert a USF provided and printed piece in every limited edition T2 screensaver box produced (minimum 50,000). Sound to provide USF with the size specifications, if any, for the piece. - Name mention (USF) in the official rules copy. B. Create and replicate five hundred (500) USF-themed Windows 3.1 or Windows 95 compatible Terminator 2 screensavers. Screensaver to include a static USF attraction visual (to be provided by USF), burst of USF provided "sell copy", sound (TBD) and the Terminator factory animation previously created by Sound. Screensaver will loop from static visual to Terminator Factory animation back to static visual and so on. Screensaver to be completed and delivered to USF no later than seven weeks from receipt of content. C. Assume any and all costs and responsibilities associated with the administration of this sweepstakes not specifically undertaken by USF under this agreement including, but not limited to: 1. If necessary, registration of the sweepstakes in compliance with all applicable international, federal, state, county, and city laws, statutes, regulations and orders with the legal bodies that govern such programs. 2. Creation and implementation of official rules and distribution and retrieval of entry forms. 3. Selection and notification of all winners. 4. Providing, USF with the names and addresses of any and all recipients in accordance with Addendum 1. 5. Determination and notification of tax liability for prize winner(s). Filing of all 1099 forms. Sound
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will have winners complete a notarized affidavit of eligibility and release form to be provided by USF. D. Prior to the start of the promotion, Sound will provide five (5) copies of all collateral materials related to the promotion. These elements are to be received no later than February 28, 1996. Materials are to be sent to the attention of Jennifer Pearce, Promotions Manager, Promotions (T-32), 1000 Universal Studios Plaza, Orlando, FL 32819-7610. E. A copy of the official rules and regulations pertaining to this promotion will be forwarded to USF for review and approval by 1/19/96. If desired, USF will forward a copy of USF standard rules and regulations for use as a guideline. F. Provide USF with final creative approval of all promotional materials pertaining to USF participation and usage of logos and visuals from pencils through mechanicals and chromalins, prior to final production. G. Distribute, and assume any and all costs of distribution and maintenance of all materials employed in this campaign as described in Section II.A. H. Provide complete post documentation to USF with final values of promotional exposure. I. In the event Sound fails to produce the contracted T2 product, USF shall have no obligation to provide the promotional consideration set forth herein above. J. All unclaimed and/or unused trips and merchandise will remain the property of Universal Studios Florida. K. Return all slides, transparencies and other creative materials provided by USF in this promotion. If materials are not returned, Sound will pay the amount necessary to replace such materials. MATERIALS MUST BE RETURNED BY MAY 1, 1996. L. Sound agrees to indemnify, defend and hold harmless Universal City Florida Partners, its respective parent, subsidiary and affiliated companies, its officers, employees and agents from and against any and all claims, demands and causes of action, liability, judgments, damages, costs and expenses, including reasonable attorney's fees, (collectively "Claims") arising out of or relating to: (i) any breach of Sound warranties and representations made hereunder; and/or (ii) Sound performance of its obligations under this Agreement.
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Rick, I believe this encapsulizes the entire agreement. Please confirm by signing each of the enclosed copies of this letter and returning to me after which I will submit the agreement to USF senior management for the required final approval and acceptance. Sincerely, /s/ Jennifer A. Pearce Jennifer A. Pearce Promotions Manager cc: Terrylynn Battson AGREED AND ACCEPTED this 22nd day of December, 1995 for Sound By: /s/ Eric H. Winston Title: President -------------------- -------------------- AGREED AND ACCEPTED this 4th day of January, 1996 for Universal Studios Florida By: /s/ [Illegible] Title: V.P. Promotion -------------------- --------------------
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ADDENDUM I. USF PRIZE FULFILLMENT PROCEDURE 1. Within 72 hours of selecting contest winner, Sound will forward the USF winner's names, address and best available telephone numbers to Terrylynn Battson/USF Promotions Department at (407) 363-8262 -- Telephone, (407) 363-8237 -- Fax. 2. USF will assign each winner a "Winner's Number" and return that list to Sound with a "Winner's Questionnaire" that must be completed by the winner in order to facilitate the fulfillment process. 3. Sound will send each winner a congratulatory letter and winner's questionnaire, providing instructions as to how to claim the trip element of the prize. USF will provide Sound with specific copy points that must be incorporated into the congratulatory letter. 4. USF winner's will then send the questionnaire to the Universal City Travel Company, who will make all air, hotel, and Studio Pass arrangements for the winner.

Dates Referenced Herein

Referenced-On Page
This ‘SB-2/A’ Filing    Date First  Last      Other Filings
4/1/972None on these Dates
Filed on:5/9/96
5/1/9614
3/1/961
2/28/964
12/13/951
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