Stan Lee Media Inc · 10KSB · For 12/31/99 · EX-10.41

Filed On 3/20/00   ·   SEC File 0-28530   ·   Accession Number 950148-0-447

Annual Report -- Small Business   ·   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       69    282K 
 2: EX-2.1      Plan of Reorganization                                 8     68K 
 3: EX-3.1      Articles of Incorporation                              4     51K 
 4: EX-3.2      Articles of Incorporation                              1     34K 
 5: EX-3.3      Articles of Incorporation                             16     94K 
 6: EX-3.4      By-Laws                                               18    116K 
 7: EX-10.1     Material Contracts                                    58    242K 
 8: EX-10.2     Material Contracts                                    13     76K 
 9: EX-10.3     Material Contracts                                    30    135K 
10: EX-10.4     Material Contracts                                    30    134K 
11: EX-10.5     Material Contracts                                    10     57K 
12: EX-10.6     Material Contracts                                    10     57K 
13: EX-10.7     Material Contracts                                     8     58K 
14: EX-10.8     Material Contracts                                     7     54K 
15: EX-10.9     Material Contracts                                    12     75K 
16: EX-10.10    Material Contracts                                    18     95K 
17: EX-10.11    Material Contracts                                     4     48K 
18: EX-10.12    Material Contracts                                     4     46K 
19: EX-10.13    Material Contracts                                     4     46K 
20: EX-10.14    Material Contracts                                     4     46K 
21: EX-10.15    Material Contracts                                     4     46K 
22: EX-10.16    Material Contracts                                     4     47K 
23: EX-10.17    Material Contracts                                     4     46K 
24: EX-10.18    Material Contracts                                    17     85K 
25: EX-10.19    Material Contracts                                     4     46K 
26: EX-10.20    Material Contracts                                     4     46K 
27: EX-10.21    Material Contracts                                     4     46K 
28: EX-10.22    Material Contracts                                     4     46K 
29: EX-10.23    Material Contracts                                     4     46K 
30: EX-10.24    Material Contracts                                     4     46K 
31: EX-10.25    Material Contracts                                     4     46K 
32: EX-10.26    Material Contracts                                     3     42K 
33: EX-10.27    Material Contracts                                     3     43K 
34: EX-10.28    Material Contracts                                     4     46K 
35: EX-10.29    Material Contracts                                     4     46K 
36: EX-10.30    Material Contracts                                     4     46K 
37: EX-10.31    Material Contracts                                     4     46K 
38: EX-10.32    Material Contracts                                     4     46K 
39: EX-10.33    Material Contracts                                     4     46K 
40: EX-10.34    Material Contracts                                     4     46K 
41: EX-10.35    Material Contracts                                     4     47K 
42: EX-10.36    Material Contracts                                     4     47K 
43: EX-10.37    Material Contracts                                     4     47K 
44: EX-10.38    Material Contracts                                     2     39K 
45: EX-10.39    Material Contracts                                     3     42K 
46: EX-10.40    Material Contracts                                     3     42K 
47: EX-10.41    Material Contracts                                     3     42K 
48: EX-10.42    Material Contracts                                     1     35K 
49: EX-10.43    Material Contracts                                    18     92K 
50: EX-10.44    Material Contracts                                    16     90K 
51: EX-10.45    Material Contracts                                    13     74K 
52: EX-10.46    Material Contracts                                     8     56K 
53: EX-10.47    Material Contracts                                    30    123K 
54: EX-10.48    Material Contracts                                    17     97K 
55: EX-10.49    Material Contracts                                    17     98K 
56: EX-10.50    Material Contracts                                     3     41K 
57: EX-10.51    Material Contracts                                     6     50K 
58: EX-10.52    Material Contracts                                     3     42K 
59: EX-10.53    Material Contracts                                    80±   343K 
60: EX-10.54    Material Contracts                                     9     65K 
61: EX-21.1     Subsidiaries                                           1     33K 
62: EX-27       Financial Data Schedule                                1     34K 

EX-10.41   ·   Material Contracts

EX-10.41
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                                                                   Exhibit 10.41

 Stan Lee Entertainment Inc.
15821 Ventura Blvd., Suite 675
Encino, CA 91436

October 15, 1998                                                                

Mr. Stan Lee                                                                    
9143 Oriole Way                                                                 
Los Angeles, CA 90068                                                           

Re: Employment Agreement/Rights Assignment                                      

Dear Stan:                                                                      

Confirming our discussions, this letter, when accepted and agreed by you, shall 
constitute an agreement-between you and Stan Lee Entertainment, Inc. (the       
"Company") relating to the terms of your employment with the Company as set     
forth below:                                                                    

1.      Stan Lee will serve as Chairman and Chief Creative Officer of Company,  
     based in Los Angeles, for a term commencing as of the date hereof and
terminating on the death of Stan Lee.                           

2.      Stan Lee's services shall be exclusive with the exception of those      
     services provided under a lifetime agreement with Marvel Enterprises,
      Inc., which shall require no more than an average of 10 - 15 hours per
 week on its behalf. All other services performed and intellectual
       property created for the Company, or for any other entity, which entity
       shall be approved in writing by the Company, shall inure to the benefit
     of the Company to the entire extent your participation provides. Your
        services to Company shall include, but not be limited to, the following:

    (a)     Serve, and be listed in all directories and publications, as
              Chairman, Publisher and Chief Creative Officer of the Company,
      including attending corporate meetings, developing and
               supervising development and production of intellectual property
              in any and all media, directing and guiding the creative staff
            or staffs of the Company, all subsidiaries and affiliates as
reasonably requested by the company.            

        (b)     Act as Executive Producer or Co-Executive Producer for all media
   productions and receive customary fees accordingly.

    (c)     Apply your good faith, best efforts to enhance the brand and
         good will of the company, support and stimulate strategic
                alliances, joint ventures, sponsors, production partners and all
direct and ancillary business of the company.   

      (d)     Serve as spokesman for the company to all media and assemblies
as reasonably requested by the company.         

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EX-10.41
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        (e)     Take all actions and contribute all creative talents within your
                reasonable capability, pursuant to your good faith determination
              of your schedule, as may reasonably be required to advance the
interests of the company.                       

3.      As compensation to you for all rights and services contributed by you,  
     to the Company hereunder, notwithstanding any disability, the Company
agrees to provide the following compensation for your life:     

      a)      Base Salary - You shall receive a base salary of $250,000 (Two
          Hundred Fifty Thousand Dollars) per annum payable in equal
                monthly installments commencing February 1, 1999, payable to you
             or any company you so designate in lieu of making payments to
you individually.                               

 b)      Bonuses - You shall receive bonuses on those projects you
            personally initiate and/or accomplish with approved entities
             from your participation as assigned to the company. You shall
        also receive ten per cent of all net profits after taxes
              reported by the Company on its Federal Tax Return. The Company
               will compute, account and pay to you your participation due, if
             any, on account of said profits, for the annual period ending
             each January 31 during your life, on an annual basis within a
  reasonable time after the end of each such period.

c)      Stock Options - The Company agrees to issue to you, in  
               accordance with the Company's Stock Option Plan, as and when it
                may be adopted, the highest number of options offered to Company
executives.                                     

d)      Expenses/Fringe Benefits - You are to receive prompt    
              reimbursement for all ordinary and necessary business expenses
               incurred by you in connection with your activities on behalf of
               the Company upon presentation of appropriate documentation, and
               you shall be permitted your customary style of business travel,
           which shall be first class with sedan limousine and stay in
deluxe hotels.                                  

      e)      Insurance - The company shall no later than December 31, 1998,
                secure a term life insurance policy in the minimum principal sum
         of two million dollars, providing your designated heir as
           co-beneficiary with the company on the event of your death.

4.      In express consideration for the performance of the foregoing           
obligations of the Company, you agree as follows:               

     a)      I assign, convey and grant to the Company forever, all right,
               title and interest I may have or control, now or in the future,
               in the following: Any and all ideas, names, titles, characters,
            symbols, logos, designs, likenesses, visual representations,
              artwork, stories, plots, scripts, episodes, literary property,
              and the conceptual universe related thereto, including my name
              and likeness (the "Property") which will or have been in whole
         or part disclosed in writing to, published, merchandised,
          advertised, and/or licensed by Company, its affiliates and
               successors in interest and licensees (which by agreement inures
        to Company's benefit) or any of them and any copyrights,
trademarks, statutory rights, common            

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              law, goodwill, moral rights and any other rights whatsoever in
              the Property in any and all media and/or fields, including all
     rights to renewal or extensions of copyright and make
        applications or institute suits therefor (the "Rights").

      b)      Subject to a material breach of this agreement, I hereby agree
           to execute upon request from Company any documents it deems
              reasonably necessary to effect the purposes of this agreement,

    c)      Subject to a material breach of this agreement, I will never
              file with the U.S. Copyright or Patent and Trademark Office or
           any governmental or public agency, and will never assert or
             assist others in asserting on my behalf or in claiming rights
       through me, any claim to ownership of the Rights in the
              Property, or in making any objection to Company's complete and
                unrestricted right to use and exploit said Property or Rights in
any form, manner or medium Company may desire.  

5.      This Agreement, including the assignment set forth herein, shall be     
   binding upon the parties hereto, their affiliates and subsidiaries,
     legal representatives, successors and predecessors in interest, heirs
and assigns.                                                    

6.      The invalidity of any provision or part hereof or obligation hereunder, 
  or the contravention thereby of any law, rule or regulation of any
        State, the Federal Government or any agency, shall not relieve any party
     from its obligation under, nor deprive any party of advantages of any
other provision of this Agreement.                              

7.      This Agreement will constitute the entire understanding between the     
        parties in connection with Stan Lee's relationship with the Company from
      the date hereof and may not be amended or modified except by a writing
    signed by the party charged. This agreement shall be governed by and
construed under the laws of the State of California.            

Signed at Los Angeles, California, this 20 day of October, 1998.                

Stan Lee Entertainment, Inc.                                                    

By: /s/  STEPHEN M. GORDON                                                      
------------------------------------                                      
President                                                                 

/s/  STAN LEE                                                                   
---------------------------------------                                         
Stan Lee                                                                        

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10KSB Filing		Date		First		Last			Other Filings
		10/15/98		1
		12/31/98		2
		2/1/99		2
For The Period Ended		12/31/99
Filed On / Filed As Of		3/20/00
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