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TDK Mediactive Inc – ‘SB-2/A’ on 5/9/96 – EX-10.43

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

Previous ‘SB-2’:  None   ·   Next:  ‘SB-2/A’ on 6/5/96   ·   Latest:  ‘SB-2/A’ on 5/9/97

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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-10.43   —   Material Contract

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WARNER BROS. TELEVISION Sarah Noddings 300 Television Plaza Vice President Burbank, CA 915-1372 Television Legal Affairs (818) 954-7159 January 24, 1996 VIA FAX #805-495-0016 Sound Source Interactive Attn: Eugene L. Code Director, Licensing & Contracts Management 2985 E. Hillcrest Drive, Suite A Westlake Village, California 91362 Re: Your Letter Dated December 28, 1995 to Warner Bros. Consumer Products, Attn: Joel Kaplan/Ref: Babylon 5 Contest ("Letter") Dear Eugene: Joel forwarded to me for review the above-referenced Letter. This letter confirms that set forth in your Letter subject to the following clarifications. For purposes of convenience, the clarifications set forth below will follow the paragraph headings of the Letter. THE SWEEPSTAKES: Sound Source's portrayal of Babylon 5 cast members and aliens in its advertisements is subject to the following: receiving approval of such use and likenesses, without additional consideration therefor, from such individuals. In this regard, you will be forwarding shortly to Ken Parks such information for approval by said individuals. If there are possible variations regarding said likenesses and the use thereof for the advertisements, then please forward all at the same time so that approval may be obtained in one step. Only that approved can be used. Furthermore, with respect to winning a part as a "non-speaking alien", certain conditions must be specified. The producer of Babylon 5, John Copeland, has informed me that a "non-speaking alien" can not have facial or long hair due to make-up requirements. Therefore, if the winner is not willing to shave facial hair or cut "long hair", then the winner can not participate as a "non- speaking alien". In addition, there are no alien outfits that can accommodate a very large person. If the winner is such a person, then he or she can not be a "non-speaking alien". The rules and advertisements must make the above conditions clear (in some reasonable fashion) as well as the fact that "winning a part" does not mean that the winner will actually appear in the final cut or an episode when it is broadcast. Such must be subject to
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Sound Source Interactive January 24, 1996 Page 2 producer's requirements and discretion. Accordingly, in the rules and in the advertisements there should be some disclaimer to the following effect: "The Winner will have the opportunity to visit the Babylon 5 set and the "chance" to participate in a Babylon 5 episode as a "non-speaking alien extra" subject to producers' requirements and discretion." In addition, the rules should also provide that such opportunity is subject to the winner being available to visit the Babylon 5 set when the series is in production and an appropriate extra part is available. All good faith efforts will be made to provide such extra part for the winner subject to the above understanding. PRIZES: Again the language "given a non-speaking part as an alien in a Babylon 5 episode" is subject to the above understanding. RESPONSIBILITIES SOUND SOURCE INTERACTIVE: 1. The rules should be specific re: (i) coach "air fare" (ii) lodging (i.e., two nights, single room/double occupancy), and (iii) the $200 cash (i.e., it is to cover all other expenses for the winner and guest including food). Sound Source has agreed to cover the cost of dinner up to $200.00 for two (i.e., for the winner and quest) at a well known California restaurant. 5. The indemnification should also include the copyright owner of the programs, characters, etc. which is PTN Consortium, a division of Time Warner Entertainment Co., L.P., as well as all other affiliated entities. Also, "all liability" should include attorneys' fees. Please send us a certificate of insurance to such effect. Skycastle should also indemnify all entities in connection with the administration of the Sweepstakes. 9. Warner Bros. and Warner Bros. Interactive Entertainment should approve all materials, not just print advertisements, if Babylon 5, the characters therefrom or any other trademark names or logos of Time Warner Entertainment Co., L.P., and/or its affiliated entities, appear. Additional paragraphs: Sound Source also will provide an additional means by which one may obtain information on how to enter the Sweepstakes: at point of purchase locations where Sound Source's software will be sold (e.g., persons interested in entering will be able to tear off a post card type form and will be able to read directions on how to enter the Sweepstakes (e.g., watch Babylon 5 or access the Website
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Sound Source Interactive January 24, 1996 Page 3 referenced below) but no alien (scrambled or unscrambled) will be shown. Sound Source also will provide and administer The Sound Source Website referenced below. WARNER BROS.: 1. Again, this is subject to obtaining the necessary approvals. 2. The transportation Warner Bros. is to provide is between the hotel and Babylon 5 set. 3. At the Website location address (i.e., the Babylon 5 Website), which may be accessed on the worldwide web and on America online, persons will be able to see the scrambled alien each week of the Sweepstakes and will be able to electronically enter the Sweepstakes by following directions found at the Website. Such persons also will find information at the Babylon 5 Website on how to access The Sound Source Website where additional information on the software product prize can be found. Warner Bros. will convey or otherwise make available to Skycastle all electronic entries within seventy-two (72) hours following the end of the last day by which such entries must be received. Last Sentence: With respect to the "additional 1175 units", it is acknowledged that the total royalty free units are 2375. BABYLONIAN PRODUCTIONS: 1. Again, the part is subject to that stated above. Probably the episode will be one produced for the 1996/97 season. With respect to Exhibit A, the language "appear in an episode of Babylon 5 as a (non-speaking) alien" is subject to the above and language clarifying same should so appear. With respect to the "Legal Attributions", the Time Warner Entertainment Co., L.P. copyright should be 1996 and I imagine the same holds true for the Sound Source Interactive copyright. Warner Bros. should approve all Sweepstakes rules before they are issued in formal form as well as all advertisements which reference the Sweepstakes to make sure that nothing contained therein is inconsistent with the above understanding.
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Sound Source Interactive January 24, 1996 Page 4 Finally, all entities involved in the Sweepstakes must comply with all laws applicable thereto (e.g., it may be necessary for Sound Source to deposit money into an escrow account equal to the total value of the prizes to be provided by it. For example, if the value of the Grand Prize to be awarded by Sound Source is $2,000 (two round trip airfares, etc.) and the 2,000 software products is $30,000, then Sound Source may have to place into escrow the sum of $32,000. Also, print advertisements, television promos, etc. should contain the minimum requisite language to comply with sweepstakes rules (e.g., no consideration necessary, etc.). The parties hereto may execute a more formal agreement incorporating the terms of this letter and the Letter as well as those items customarily included in a deal of this nature. Pending the finalization and execution of such formal document, this letter and the Letter shall constitute a binding agreement between the parties concerning the subject matter hereof. If the following is your understanding of the agreement, please confirm by signing below. We look forward to a very exciting Sweepstakes and worthwhile undertaking. With best regards, /s/ Sarah Noddings Sarah Noddings SN/syl cc: Robin Altman John Copeland Joel Kaplan Jim Moloshok Gary Simon David Warshawsky AGREED TO AND ACCEPTED: PTN Consortium, a Division of Time Sound Source Interactive Warner Entertainment Co., L.P.
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Sound Source Interactive January 24, 1996 Page 5 By: /s/ [Illegible] By: /s/ Vincent J. Bitetti ----------------------- -------------------- Title: Sr. V.P. Programs Title: CEO -------------------- ----------------- Acknowledgement by the following entities to the extent terms of the agreement apply to them: Babylonian Productions, Inc. By: /s/ Douglas Netter ------------------------- Title: President ---------------------- Warner Bros. Interactive Entertainment, a Division of Time Warner Entertainment Co., L.P. By: /s/ [Illegible] ------------------------- Title: V.P. Legal Affairs ---------------------- Warner Bros. Domestic Television Distribution, a Division of Time Warner Entertainment Co., L.P. By: /s/ [Illegible] ------------------------- Title: Dir., Mktg. & Adver. ----------------------

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