{"id":42661,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/pay-per-view-addressable-cable-television-license-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"pay-per-view-addressable-cable-television-license-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/pay-per-view-addressable-cable-television-license-agreement.html","title":{"rendered":"Pay-Per-View Addressable Cable Television License Agreement &#8211; Titan Sports Inc. and Viewer&#8217;s Choice LLC"},"content":{"rendered":"<pre>\n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\n                                 PAY-PER-VIEW\n\n                         ADDRESSABLE CABLE TELEVISION\n\n                               LICENSE AGREEMENT\n\n\nAgreement Date:\n\n\n\n                               January 20, 1999\n\n\n\nBetween:\n\n\n\n                      TITAN SPORTS, INC. ('Distributor')\n                             1241 EAST MAIN STREET\n                          STAMFORD, CONNECTICUT 06902\n\n\n\nAnd:\n\n\n\n                      VIEWER'S CHOICE L.L.C. ('Service')\n                               909 THIRD AVENUE\n                           NEW YORK, NEW YORK 10022\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\n\n                                 PAY-PER-VIEW\n\n                         ADDRESSABLE CABLE TELEVISION\n\n                               LICENSE AGREEMENT\n\n\n\nLICENSE AGREEMENT entered into this 20th day of January, 1999, by and between\nTitan Sports, Inc., a Delaware corporation with offices at 1241 East Main\nStreet, Stamford, Connecticut 06902 ('Distributor') and Viewer's Choice L.L.C.,\nsuccessor in interest to Pay-Per-View Network, Inc., d\/b\/a Viewer's Choice; a\nlimited liability company with offices at 909 Third Avenue, 21st Floor, New\nYork, New York 10022 (the 'Service').\n\n                                   PREMISES\n\nWHEREAS, the Distributor owns all rights to certain live professional wrestling\nexhibitions currently known as 'WWF Royal Rumble', 'WWF WrestleMania', 'WWF\nSummerSlam', 'WWF King of the Ring', 'WWF Survivor Series' and the 'WWF In Your\nHouse Series' (collectively the 'Live Event'), including the right to\ncommunicate a video version of the Live Event in its entirety in the form of a\nvideo program, such Live Event, any delay feed and any encore presentations,\ncollectively referred to as the 'Video Programs', throughout the United States,\nincluding its territories, commonwealths, trusteeships and possessions (the\n'Territory'); and\n\nWHEREAS, the Service is affiliated with numerous cable television operators,\nmultiple point microwave distribution systems ('MDS'), Satellite Master Antennae\nTelevision Systems ('SMATV'), Video Dial Tone\/OVS, VOD, Telco and PrimeStar, a\ncompany distributing the signal via KU Band, and C band satellite service, (the\n'Affiliates') which own or possess rights of access to one or more addressable\ncable television systems, MMDS systems, SMATV systems, Video Dial Tone\/OVS, VOD,\nTelco systems consisting of facilities, equipment and\/or cable transmission\npaths capable of exhibiting the Video Programs to their addressable subscribers;\nand\n\nWHEREAS, the Distributor and the Service desire to enter into a licensing\nagreement so that Distributor may communicate the Video Programs to the Service\nfor transmission to its Affiliates for exhibition to their addressable and\/or\ntrap subscribers, who agree to pay a fee (the 'Pay-Per-View Charge') for being\nable to watch the Video Programs ('Pay Per-View Subscribers');\n\nNOW THEREFORE, the Distributor and the Service agree as follows:\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\n1.0  LICENSE:\n\n     1.1  License:  The Distributor hereby licenses the Service on a limited\n          -------                                                   \nnonexclusive basis to transmit to the Service's Affiliates which includes\nViewer's Choice Only Affiliates, Dual Affiliates and Event Only Affiliates\nhereinafter defined in Section 9.3, subject to all the terms and conditions set\nforth herein, the Video Programs to the Affiliates (the 'License'). Such\ntransmissions shall be made, in each instance, at the times for the live\npresentation for each Video Program designated by the mutual agreement of the\nparties set forth in Section 7.8.\n\n     1.2  The License applies only to the Video Programs which Video\nPrograms may promote, market and advertise any of the Distributor's Live Events,\nparticipants, other programs, merchandise or other properties, provided that the\nDistributor's Live Events are wrestling related and that they cross promote the\nVideo Programs.\n\n     1.3  Distributor shall retain exclusive control of the Video Programs.\nNeither Service nor its Affiliates use the name and\/or likenesses of any of the\nDistributor's character(s), person(s) or entity or of the Distributor's\ntrademarks, servicemarks or logos of any person(s) or entity appearing in the\napplicable Video Program except for advertising purposes as Distributor directs.\n\n     1.4  This License is limited to the Service's transmission of the\nVideo Programs solely to its Affiliates as listed in Addendum Number 1 and is\nnon-exclusive with respect to such Affiliates, defined as:\n\n          (A) The Service's shareholders' owned and operated cable systems;\n\n          (B) The Service's independent cable systems currently under contract\nto carry the Service's VC Distribution Pay-Per-View ('PPV') Channel(s); and\n\n          (C) The Service's SMATV systems as listed on Addendum Number 2.\nAddenda Number 1 and 2 are to be submitted for each Video Program.\n\n          (D) Live Event only Affiliates.\n\n          (E) Titan will not solicit the Service's Affiliates.\n\n     1.5  This License does not extend to and does not permit the service\nto transmit the Video Programs to anyone else whomsoever and does not extend to\nand does not permit the Affiliates to cablecast or exhibit the Video Programs\noutside or beyond their respective cable television communities, consisting of\ntheir own addressable and\/or trap subscribers except as to PrimeStar which shall\nbe the entire Territory.\n\n     1.6  This License is further limited to the Affiliates' exhibition of\nthe Video Programs to Pay-Per-View Subscribers in their private dwelling units\nso they may watch the Video Programs on their television sets.  This License\ndoes not extend to and does not permit the Affiliates to cablecast or exhibit\nthe Video Programs to any non-residential subscribers or subscriber locations\noutside of residential units, except for private rooms, in hotels, motels,\n\n                                      -2-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\ndormitories, fraternities and sororities, unless specifically identified and\nmutually agreed upon, including, without limitation, the following:\n\n          (A) Any subscribers or subscriber locations open to the public at\nlarge;\n\n          (B) Any subscribers operating commercial establishments, such as\nrestaurants, bars or other facilities for public entertainment and amusement;\nand\n\n          (C) Any subscribers charging an admission fee for watching the Video\nPrograms.\n\n     1.7  This License does not extend to and does not permit the Service\nto duplicate, copy, record or transcribe the Video Programs by any means\nwhatsoever for its own use.  However, the Service shall make two (2) copies of\nthe satellite feed in order to have available a recording of the Video Programs\nfor use in transmitting the replay(s), encore presentation(s) and Authorized\nReplays.  Once the replay(s), encore presentation(s) and Authorized Replays of\nthe Video Programs are completed, the copy(ies) shall be completely erased or\notherwise destroyed.\n\n     1.8  This License strictly prohibits any and all knowing acts of\ncommission or omission on the part of the Service which would permit or\nfacilitate the cablecasting and exhibition of the Video Programs to anyone,\nother than its Affiliates' Pay-Per-View Subscribers; and neither the Service nor\nits Affiliates shall, for any reason whatsoever, open the television signal\ncarrying the Video Programs to all their subscribers, unless all have agreed to\npay the fee for watching the applicable Video Programs on their television sets\nexcept for the Countdown Show which may be shown in the clear.\n\n     1.9  This License does not convey, sell, lease or assign to the Service\nany rights and\/or interests, whatsoever, in or to the Video Programs.\nFurthermore, all media or methods of exhibition or exploitation of the Video\nPrograms not expressly licensed to the Service, pursuant to this License\nAgreement, are entirely reserved to the Distributor who, except for the\nrestrictions set forth in Section 16, may fully exhibit and exploit the Video\nPrograms at any time without limitation and without regard to the extent to\nwhich such exhibition and exploitation compete with this License to the Service.\n\n     1.10 Distributor shall make available to Service all programs Distributor\nmakes available to any other Pay-Per-View network or service.\n\n     1.11 Service shall retransmit the Video Programs to its Affiliates\nduring each year of the term (hereinafter defined) via the most widely viewed\nViewer's Choice channel(s) ('VC Distribution Pay-Per-View Channels') offering\nPay-Per-View events for exhibition to the Affiliates' Pay-Per-View Subscribers\nwho pay a Pay-Per-View Charge to view the Video Programs.  In addition to the\nabove, Service may also retransmit the Video Programs on other VC Distribution\nPay-Per-View Channels.\n\n                                      -3-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\n2.0  PROGRAMS:  The License shall only apply to the Video Programs, specified\nherein, and does not apply to any of the Distributor's other non-pay-per-view\nvideo programs.\n\n     2.1  The Video Programs, consistent with Section 1.2 may promote, market\nor advertise the World Wrestling Federation, professional wrestlers,\nprofessional wrestling events, the Distributor's other video programs, if any,\nand\/or the Distributor's own duly authorized merchandise, not to exceed three\n(3) minutes in the aggregate per Video Program.  However, the Video Programs\nshall not promote, market or advertise any other commercial services or products\nexcept for Distributor's sponsorships.  The merchandise will be appropriately\nrelated to the Live Event and consistent with a TV rating substantially similar\nto the TV rating of the Distributor's other syndicated and cable broadcast\nprograms.\n\n     2.2  The Distributor shall be responsible for all costs and expenses\narising in connection with communication of the Video Programs to the Service\nincluding, without limitation, the generation and transmission of both the\nsatellite feed and the replay satellite feed.\n\n3.0  TERM:  The Term of License shall commence on January 22, 1997 and extend\nuntil the later of (a) January 31, 2004; and\/or (b) Distributor's receipt of the\nlast final accounting statement and payment due from Service for the last Video\nProgram delivered (March 31, 2005), unless otherwise terminated as provided\nherein, or at any time during the Term as a consequence of a breach by the\nService and the Service's failure to cure as provided in Section 23.3 herein of\nthe material terms and conditions of the License.\n\n     3.1  If the Service or any of its Affiliates fail to complete the\ntransmission, cablecasting and\/or exhibition of any of the Video Programs, such\nfailure shall not operate to extend the Term of this License Agreement.\n\n     3.2  All provisions of this License Agreement which expressly or by\nnecessary implications survive the expiration or earlier termination of the Term\nshall do so, including, but not limited to, any representations, warranties and\nindemnities.\n\n     3.3  Automatic Extension:  At the expiration of the Term and in the event\nthat the parties have not executed a new agreement and the parties are\ncontinuing to exhibit the Distributor's Video Programs, this Agreement shall be\nextended on an event by event basis, cancelable by either party upon thirty (30)\ndays written notice.\n\n     3.4  Program Content:  The Video Programs shall contain substantially\nthe same content and TV rating as the Distributor's other syndicated and cable\nbroadcast programs.\n\n4.0  TERRITORY:  This License Agreement shall only apply to the geographic area\nserved by the Service's Affiliates and encompassing each Affiliate's usual and\ncustomary addressable and\/or trap subscribers in the Territory defined in the\nPremises.\n\n5.0  C BAND AUTHORIZED REPLAYS:  Service has the right to exhibit any number of\nreplays of each Video Program for the C Band TVRO market, as listed in Schedule\nC, through\n\n                                      -4-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\nmidnight Friday following the original presentation(such replays, the 'C Band\nAuthorized Replays'). For the avoidance of doubt and notwithstanding anything\nabove, Service shall not have the right to exhibit the original presentation and\nits replay on the day of the Live Events to the C Band TVRO market.\n\n6.0  PROGRAM DELIVERY AND TRANSMISSION:  Service shall provide its satellite and\ndistribution facilities to allow Distributor to deliver the Video Programs via\nthe Service's Satellite to all Service's Affiliates as well as to the\nDistributor Affiliate base licensed directly by Distributor, but not to\naffiliates of any other Pay-Per-View network or service licensed by Distributor.\nThe Service and\/or the Affiliates shall encode, address and decode the signal,\nthus making available the Video Programs to all applicable Pay Per-View\nSubscribers (except DBS subscribers of PrimeTime 24 or any other DBS service\nlicensed by Distributor which might interrupt the Service's service at any\ntime), including the Service's Affiliate base as well as the Distributor\nAffiliate base.  The satellite time provided by Service to Distributor shall\ninclude that amount of testing time jointly deemed necessary by Distributor and\nService for transmission of the Video Programs.  Manual controls will be jointly\ndeveloped by Distributor and the Service to ensure that only authorized\nService\/Distributor Affiliates receive the Video Programs.  Distributor shall\ndeliver an encrypted broadcast quality signal of the Video Programs to a\nsatellite which shall retransmit the signal to Service's downlink facility.\nDelivery of the signal of each Video Program shall be deemed complete upon the\nService's receipt at the Service's downlink facility.  Service requires a\nprimary signal and a backup signal of each Video Program.  Attached as Exhibit 1\nis a description of Service's technical specifications.  Distributor's Affiliate\nbase, for no additional compensation, may access Service's signal from Service's\nsatellites if it has compatible decoders which presently are *****.\n\n     6.1  The Distributor shall immediately be excused from delivery of any\nof the Video Programs to the Service upon the occurrence of any of the\nfollowing:\n\n          (A) A governmental or quasi-governmental agency by order or ruling\nrequires the cancellation or postponement of the Live Event.\n\n          (B) A licensed physician certifies that any of the participants for\nthe Live Event are mentally or physically disabled so that they cannot\nparticipate in the Live Event.\n\n          (C) The participants for the Live Event fail or refuse to participate\nin the Live Event, or are disqualified from participating in the Live Event for\nreasons beyond the Distributor's reasonable control;\n\n          (D) The Distributor, in its sole discretion, determines that the\ntransmission, cablecast and\/or exhibition of any of the Video Programs would\ninfringe upon the rights of others and subject the Distributor to a material\nliability;\n\n          (E) The Distributor, in its sole discretion, determines that the\ntransmission, cablecast and\/or exhibition of any of the Video Programs would\notherwise subject the Distributor to any material liability.\n\n                                      -5-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\n          (F) The Live Event is delayed or prevented from occurring on the\nscheduled date or at the scheduled time for any reason beyond the Distributors\nreasonable control;\n\n          (G) The generation and transmission of the television signal carrying\nany of the Video Programs is delayed or prevented from occurring on the\nscheduled date or at the scheduled time for any reason (including without\nlimitation: weather conditions) beyond the Distributor's reasonable control;\nand\/or\n\n          (H) The domestic telecommunications satellite fails to operate,\nreceive and\/or retransmit the television signal to the Service's downlink\nfacility for any reason (including without limitation: weather conditions).\n\n7.0  PROGRAM TRANSMISSION AND EXHIBITION:  The Service shall receive the\ntelevision signal for the Video Programs at its downlink facility; re-encode the\ntelevision signal; and then uplink the television signal to the Service's\ndomestic telecommunications satellite for transmission to its Affiliates, who\nshall downlink and cablecast the Video Programs for exhibition to their Pay-Per-\nView Subscribers.\n\n     7.1  The Service and the Affiliates shall transmit, cablecast and\/or\nexhibit the Video Programs in their entirety, including all titles, credits and\ncopyright notices on the Video Programs.\n\n     7.2  The Service and the Affiliates shall not cut, edit, change, add to,\ndelete from or revise the Video Programs in any way whatsoever.  In the event\nthat the Service determines that some part(s) of the Video Programs and\/or\nDistributor's publicity and advertising may be offensive to the Affiliates'\nsubscribers, the Service shall immediately contact the Distributor to develop a\nmutually agreeable solution.\n\n     7.3  The Service and the Affiliates shall not interrupt the Video\nPrograms for any commercial breaks, news bulletins or public announcements,\nunless the Distributor approves such interruptions in writing or is due to a law\nor other governmental or court order.\n\n     7.4  The Service and the Affiliates shall not delay, defer or reschedule\nthe transmission, cablecasting and\/or exhibit of any Video Program, and shall\nnot retransmit, recablecast and\/or exhibit any Video Program at any time other\nthan as contemplated under Section 1 or as provided in Section 7.8. If the\nService or the Affiliates experience or encounter technical difficulties\nbeyond their reasonable control in the transmission, cablecasting or exhibition\nof a Video Program, and if the Service or the Affiliates want to reschedule the\ntransmission, cablecasting and exhibition of such Video Programs, then the\nService must give the Distributor written notice of the technical difficulties\n                                          ------                              \nwithin five (5) business days and request an extension of the License to permit\nthe transmission, cablecasting and exhibition of such Video Program at an\nalternate time.  All such extensions are at the Distributor's sole discretion\nand require the Distributor's written approval.  In addition, the Service shall\nconsult, if reasonably and commercially possible, with the Distributor on\ncompensating offers provided to either the Affiliates or the Pay-Per-View\nSubscribers provided, however, the Affiliates must use\n\n                                      -6-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\ncommercially reasonable efforts to issue credits to the Pay-Per-View Subscribers\nand to not void or delete the PPV buys due to any technical difficulties.\n\n     7.5  The Service and the Affiliates shall honor all copyrights with\nrespect to all Video Programs.\n\n     7.6  Omitted.\n\n     7.7  The Service may distribute the Video Programs in both analog and\ndigital formats on multiple channels.\n\n     7.8  Original\/Replay\/Encore Presentations:  In order to maximize sales\n          ------------------------------------                             \nof the Video Programs, the Service shall distribute all Original and Replay\nPresentations on one of the most widely viewed Service's channels which carries\nevents and Encore Presentations on the Tuesday following the Original\nPresentation on the channel of the Service's choice, as follows:\n\n          Original Events\/ln Your House Live Events:\n\n               1.  Original presentation on the day of the Live Event.\n               2.  One (1) Replay on the day of the Live Event.\n               3.  One (1) Encore Presentation.\n\n     7.9  Authorized Replays:  Service has the right, in addition to Section\n          ------------------                                        \n7.8, to exhibit any number of replays of each Video Program through midnight\nFriday following the initial exhibition of such Video Program (such replays, the\n'Authorized Replays') on the channel of the Service's choice. Service shall\nnotify Distributor of the Service's Schedule of Replays thirty (30) days prior\nto the Authorized Replays.\n\n     7.10 Alternative Program:  If an alternative program is produced by the \n          -------------------                                           \nDistributor in lieu of one of the current titles as set forth in this\nAgreement's Premises, of comparable quality, substance and duration to any of\nthe Video Programs ('Alternative Program') during the Term, such Alternative\nProgram shall be deemed automatically substituted in lieu of such current title\nas set forth in this Agreement's Premises.\n\n8.0  SECURITY AND TECHNICAL ADJUSTMENTS:  Service shall distribute the Video\nPrograms using commercially reasonable encryption systems.\n\n9.0  LICENSE FEES:  The License Fee between the Distributor, the Service and the\nAffiliates is a revenue sharing agreement.\n\n     9.1  The License Fee, payable to the Distributor, shall be calculated by\nmultiplying the Distributor's Revenue Percentage as defined in Section 9.3 (D),\nor (E) times the Gross Revenues.\n\n     9.2  The term 'Gross Revenues' for the Video Program shall mean the\nAffiliate's aggregate number of Pay-Per-View Subscribers multiplied by the\nsuggested retail price for the Video Program or the Affiliate's actual retail\nprice for the Video Program, as charged to its Pay-Per-View Subscribers,\nwhichever is greater.\n\n                                      -7-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\n     9.3  The Service's Affiliates shall be categorized into three categories:\n(i) 'Viewer's Choice Only Affiliates'; (ii) 'Dual Affiliates'; and (iii) 'Event\nOnly Affiliates' (collectively the 'Affiliates') and the Service Revenue\nPercentage shall only apply to the buys on the Service's channel of such\nAffiliates. Unless otherwise specifically provided, the obligations and\nresponsibilities set forth in this License Agreement shall apply to the\nAffiliates and shall also be deemed to apply to the hereinafter described\ncategories of Affiliates.\n\n          (A) Viewer's Choice Only Affiliates shall mean an Affiliate that only\n              -------------------------------                                  \nprovides the Distributor's Video Programs to its Pay-Per-View Subscribers\nthrough the Viewer's Choice Distribution Pay-Per-View Channels.\n\n          (B) Dual Affiliates shall mean an Affiliate that provides or offers\n              ---------------                                                \nthe Distributor's Video Programs to its Pay-Per-View Subscribers through the\nRequest Distribution Pay-Per-View Channels or its successor and through the\nService's channels.\n\n          (C) Event Only Affiliates shall mean Affiliates that have elected to\n              --------------------                                           \ncarry Live Event(s) from Service on an ad-hoc basis.\n\n          (D) The Original Video Programs shall be defined as 'WWF Royal\nRumble', 'WWF WrestleMania', 'WWF SummerSlam', 'WWF King of the Ring' and the\n'WWF Survivor Series'.  For the period February 1, 1997 through August 31, 1998\nfor the five (5) Original Video Programs the Service Revenue Percentage is\n*****; the Distributor's Revenue Percentage is *****; and the Affiliate's\nRevenue Percentage is ***** of the Gross Revenues.\n\n          (E) For the 'WWF In Your House Series' during the period February 1,\n1997 through August 31, 1998, the Service Revenue Percentage is *****; the\nDistributor's Revenue Percentage is *****; and the Affiliate's Revenue\nPercentage is ***** of the Gross Revenues.\n\n          (F) For the balance of the Term of this Agreement, the splits shall be\nas follows:\n\n\n\n\n                                                                   Service's        Affiliate's\n                                             Distributor's          Revenue           Revenue\n--------------------------------------------------------------------------------------------------\n              Time Period                 Revenue Percentage       Percentage        Percentage\n--------------------------------------------------------------------------------------------------\n                                                                           \nSeptember 1, 1998\n     through January 31, 1999                     *****             *****             *****        \nFebruary 1, 1999 through January 31,              *****             *****             *****        \n2000                                                                                               \nFebruary 1, 2000 through January 31,              *****             *****             *****        \n2001                                                                                               \nFebruary 1, 2001 through January 31,              *****             *****             *****        \n2002                                                                                               \nFebruary 1, 2002 through January 31,              *****             *****             *****         \n \n\n                                      -8-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\n \n                                                                                      \n2003\nFebruary 1, 2003 through January 31,                     *****             *****             *****\n2004\n\n\n\n     9.4  The Service and\/or the Affiliates shall not charge any unique or\nunusual fee for the Video Programs, in addition to the actual retail price of\nthe Video Programs, which is not regularly charged with respect to other similar\nevents offered to Pay-PerView Subscribers. Fees which are understood by the\nparties hereto not to be prohibited by this Section 9.4 include, without\nlimitation, late fees, trap fee, electronic order-taking fees, remote control\nfees, decoder fees and club fees.\n\n10.0  MOST FAVORED NATIONS:\n\n          (A) Affiliate Most Favored Nations:  Notwithstanding anything in\n              ------------------------------                              \nSection 9, if the Distributor offers a Video Program in the Territory with an\nAffiliate Revenue Percentage higher than ***** of the Gross Revenues to any\naffiliate of Distributor, a DBS provider, or an affiliate of Reiss Media\nEntertainment Corporation, HITS or their successors (collectively referred to\nhereinafter as 'Providers'), Distributor agrees that the Service Revenue\nPercentage for Viewer's Choice shall be no less favorable than the Service\nRevenue Percentage paid to such Providers; and the Service may offer the same\nVideo Program to the Service's Affiliates for the same Affiliate Revenue\nPercentage set forth above.  In no event, however, may Distributor or any of its\nlicensed Pay-Per-View distributors or services, including but not limited to\nProviders, offer a Video Program in the Territory for a minimum Pay-Per-View\nSubscriber license fee of less than the minimum Pay-Per-View Subscriber license\nfee required of Service's Affiliates hereunder.\n\n          (B) Service Most Favored Nations:  Distributor agrees that the Service\n              ----------------------------                                      \nRevenue Percentage for Viewer's Choice shall be no less favorable than the\nService Revenue Percentage paid to Reiss Media Entertainment Corporation, HITS\nor their successor entities or any other national pay-per-view distributor.\nDIRECTV, EchoStar, AlphaStar or PrimeTime 24 are not national pay-per-view\ndistributors for purposes of Section 10(B).\n\n          (C) Distributors Most Favored Nations:  The Service agrees that during\n              ---------------------------------                                 \nthe Term hereof, if the Service accepts fees for any other Similar Sports\nEntertainment Pay-Per-View Wrestling Event(s), as defined in Section 10.0 (D)\nbelow, which are less favorable to the Service than the Viewer's Choice fees\npayable herein, the Service shall notify Distributor accordingly and shall\naccept from Distributor such lesser fees for the next Video Program and all\nsubsequent Video Programs.  The Service agrees that it will replay the\nDistributor's Video Programs no less than the same number of times that it\nreplays any other Similar Sports Entertainment Pay-Per-View Wrestling Event,\nprovided the replays are economically beneficial to the Service.\n\n          (D) Similar Sports Entertainment Pay-Per-View Wrestling Events:\n              ----------------------------------------------------------  \nSimilar Sports Entertainment Pay-Per-View Wrestling Event is defined as a sports\nentertainment pay-\n\n                                      -9-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\nper-view wrestling event in which the outcomes are predetermined; and it does\nnot include the Olympics, amateur wrestling events or similar combat sports\nwhere the outcome is not predetermined.\n\n          (E) DBS Most Favored Nations:  Distributor agrees that the PrimeStar\n              ------------------------                                        \nAffiliate Revenue Percentage shall be no less favorable than the Affiliate\nRevenue Percentage paid to a DBS provider; notwithstanding the above, the\nDistributor may provide additional compensation, in the Distributor's sole\ndiscretion, to either PrimeStar or any other DBS provider for additional\nservices provided, and Distributor shall offer the same opportunity to Prime\nStar.\n\n          (F) Last Right of Refusal:  Notwithstanding anything to the contrary\n              ---------------------                                           \nset forth above, the Distributor may offer any PPV video program other than the\nVideo Programs to any other Provider or anyone else under terms and conditions\nsimilar to or different from those set forth above in this Agreement.  However,\nbefore Distributor may enter into an agreement with any entity other than\nService with respect to such PPV video program, Distributor must first provide\nService five (5) business days to match the terms and conditions proposed by\nDistributor.\n\n11.0 TAXES:\n\n     The Service and\/or its Affiliates shall be obligated to pay all applicable\nstate and local taxes for the licensing, transmission, cablecast, exhibition\nand\/or sale of the Video Programs within the Territory, including without\nlimitation sales taxes, use taxes, excise taxes, franchise taxes and other\nspecial taxes that may apply to the licensing and\/or exhibition of the Video\nPrograms.  Notwithstanding the foregoing, this Section 11 does not apply to\nDistributor's obligation to pay its own state and\/or local taxes or taxes\nrelating to merchandise sold by Distributor through the Video Programs or taxes\nspecifically levied against the Distributor.\n\n12.0 LICENSE COSTS:\n\n     Except as otherwise specifically provided for in this Agreement, the\nService and or its Affiliates shall be responsible for all costs and expenses\narising in connection with its exercise of any and all rights hereunder,\nincluding, without limitation: all reception and downlink equipment, all\ndecoding equipment, all transmission and\/or other equipment used by the\nAffiliates to transmit the television signal for the Video Programs from the\nService's downlink facility to the Affiliates and all equipment used by the\nAffiliates to cablecast and exhibit the Video Programs to the Pay-Per-View\nSubscribers.  In no event shall Service or its Affiliates have any obligation to\npurchase, rent or lease any such equipment, whatsoever, from Distributor or any\nequipment supplier.\n\n13.0 ACCOUNTING STATEMENTS:\n\n          (A) The Service and the Affiliates shall prepare, keep and maintain\ncomplete and accurate books and records pertaining to the Video Programs and the\nnumber of Pay-Per-View Subscribers, which books and records shall, at a minimum,\nconsist of the following:\n\n                                     -10-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\n               (i)    A hardcopy listing (paper, electronic storage media, fiche\nor microfilm) of the customer billing account numbers (not to include the\ncustomer name and address) of Pay-Per-View Subscribers who ordered the Video\nPrograms, which listing must agree in total Gross Revenues with the information\nset forth in the Final Accounting Statement submitted by the Service to\nDistributor on each Video Program; and\n\n               (ii)   A hardcopy (paper, electronic storage media, fiche or\nmicrofilm) of the Affiliate's regular customer billings for the period (usually\none to two months) during which the Affiliate billed the Pay-Per-View\nSubscribers for being able to watch the Video Programs.\n\nAll such books and records are to be kept and maintained by the Service and\/or\nAffiliates at their principal places of business as follows:  Service shall keep\nrecords for two years and the Affiliates for one year for all Video Programs.\nThe Service shall notify its Affiliates of the record keeping requirements and\nprovide notice that in the event that an Affiliate fails to keep such records,\nDistributor may withhold any or all of its future Video Programs from such\nAffiliate(s).  The Service shall use reasonable efforts to ensure that the\nAffiliates are informed of these requirements on an annual basis.\n\n          (B)  The Service shall provide to Distributor by overnight delivery:\n\n               (i)    A written Preliminary Report in a computerized format\nmutually acceptable to Distributor and Service of the information to be entered\non the Final Accounting Statement for the applicable Video Program shall be\ndelivered to the Distributor as follows: three (3) business days after the Live\nEvent containing approximately 3 million addressable subscribers and five (5)\nbusiness days after the Live Event containing approximately 5 million\naddressable subscribers.\n\n               (ii)   An actual final carriage report, which shall list all\nsystems that the Service has addressed for this Live Event, shall be delivered\nto the Distributor within five business days after the Live Event.\n\nUpon execution of this Agreement the Service must advise Distributor as to a\ncontact (with telephone number) whom Distributor may call to obtain these\nreports.\n\n          (C)  The Service shall complete the Final Accounting Statement in the\nform of Schedule B attached hereto for each Affiliate and forward all Final\nAccounting Statements for the Affiliates to Distributor along with payment, as\nset forth in Section 15.\n\n14.0 AUDIT: The Distributor has the right to audit the Service and the\nService's Affiliates' books and records for the Video Programs.\n\n          (A)  Audit of the Service Books and Records:  While this Agreement\nremains in effect and for two years thereafter, but not to exceed IRS record\nretention requirements, the Service shall keep full and accurate books of\naccount and copies of all documents and other material relating to enforcement\nof the Distributor's rights under this Agreement at the Service's\n\n                                     -11-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission]\n\nprincipal office. Distributor, by its duly authorized agents and\nrepresentatives, shall have the right upon reasonable prior written notice to\nService, to audit such books, documents, and other material, shall have access\nthereto during ordinary business hours, and shall be at liberty to make copies\nof such books, documents, and other material. At Distributor's request, the\nService shall provide an authorized employee to assist in the examination of the\nService's records.\n\n          (B) Audit of Affiliates Books and Records: While this Agreement\nremains in effect and for one (1) year thereafter, but not to exceed IRS record\nretention requirements, the Affiliate shall keep full and accurate books of\naccount and copies of all documents and other material relating to this\nAgreement at the Affiliate's principal offices.  Distributor may designate an\nindependent CPA accounting firm and direct the Service upon reasonable prior\nwritten notice to Service to engage the independent CPA accounting firm to\nconduct an 'Audit', during ordinary business hours, of any one or more\nAffiliate's books and records relating to each video program in order to insure\nthat the Affiliate's Final Accounting Statement for the applicable Video Program\nis complete and contains the customer billing account numbers (not to include\nthe customer name and address) of the Pay-Per-View Subscribers who ordered the\nVideo Program.  The independent accounting firm may randomly select customer\nbillings from the Affiliate's entire customer billing records for the period of\nmonths in which the Video Program was billed to determine whether all Pay-Per-\nView Subscribers ordering the Video Program appear on the list supporting its\nFinal Accounting Statement.  The independent accounting firm shall not retain\nany Affiliate's customer billing records.  The cost of the Audit will be borne\nby Distributor except as provided in section 14(C).  In the event an Affiliate\ndoes not designate an authorized employee to assist in the examination of the\nAffiliate's records and, therefore, Distributor is unable to verify the accuracy\nof Affiliate's Final Accounting Statement, then Service and Distributor may\nmutually decide to have Service withhold all of Distributor's future Video\nPrograms from such Affiliate.\n\n          (C) If an audit reveals that the Service or any Affiliate under\nreported any financial item related to the information set forth on the Final\nAccounting Statement or otherwise, by more than five percent (5%) in addition to\nany other rights and remedies Distributor may have, Distributor shall be\nentitled to recover from the Service all costs and expenses incurred to conduct\nits audit of the Service or of any specific Affiliate and to enforce the\ncollection of such additional monies due.\n\n          (D) The audit shall be in a professional and expeditious manner and\nthere may not be more than one (1) audit per year.\n\n15.0 PAYMENT:\n\n     The Service shall pay to Distributor the applicable License Fee from all of\nthe Affiliates less the Service's VC Fees (the 'License Fee') as follows:\n\n          (A) Forty-five (45) days following delivery of the applicable Video\nProgram, the Service shall remit to Distributor at least fifty percent (50%) of\nthe License Fee for the Program along with the Final Accounting Statements; as\nagreed in Section 13 above.\n\n                                     -12-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission\n\n          (B) After forty-five (45) days following the delivery of the\napplicable Video Program, the Service shall within two (2) business days of\nreceipt, remit to Distributor such additional unpaid portions of the License Fee\nit receives during the period following the 45th (forty-fifth) day up to the\n75th (seventy-fifth) day of any Gross Revenue from its Affiliates;\n\n          (C) Seventy-five (75) days after delivery of the applicable Video\nProgram, the Service shall remit to Distributor at least seventy-five percent\n(75%) of the License Fee;\n\n          (D) Ninety (90) days after delivery of the applicable Video Program,\nthe Service shall remit to Distributor at least ninety percent (90%) of the\nLicense Fee;\n\n          (E) One hundred twenty (120) days after delivery of the applicable\nVideo Program, the Service shall remit to Distributor one hundred percent (100%)\nof the License Fee; or, in lieu thereof, the Service agrees to withhold all of\nthe Distributor's future Video Programs at the Distributor's instruction from\nany Affiliate that has failed to pay any License Fee when due, until the License\nFee with interest has been paid.\n\n          (F) After 120 days, Distributor shall be authorized as the Service's\nagent (where permissible under state law) to collect any sums the Affiliate owes\nthe Service, remitting the Service's share of such funds, if any, to the\nService.  The Service agrees to withhold all of the Distributor's future Video\nPrograms at the Distributor's instruction from any Affiliate that has failed to\npay any License Fee when due, unless the Service shall have paid the Affiliate's\nLicense Fee, until the License Fee with interest has been paid.\n\n          (G) The License Fee is due and payable in accordance with the Final\nAccounting Statement, regardless of whether or not the Affiliates actually bill\nor collect any sums from their Pay-Per-View Subscribers for being able to watch\nthe Video Programs.\n\n          (H) The License Fee, or any portion thereof, if not received when due\nand payable in accordance with this Section 15, shall bear interest at the rate\nof one and one-half percent (1 1\/2%) per month computed from the original due\ndate until paid; provided, however, that if the foregoing rate shall be in\nexcess of the maximum permitted by law in the jurisdiction where such debt\naccrues, then such interest rate shall be adjusted downwards to the maximum\npermitted by applicable law.  Distributor's acceptance of any payment after its\ndue date shall not constitute a waiver by Distributor of any of its rights\nhereunder.  Subject to Section 15 (M), the original due date is fifty percent\n(50%) of the License Fee at forty-five (45) days, seventy-five percent (75%) of\nthe License Fee at seventy-five (75) days, ninety percent (90%) of the License\nFee at ninety (90) days and one hundred percent (100%) of the License Fee at one\nhundred twenty (120) days subject to section 15(E) above.  As an example if only\nthirty percent (30%) of the License Fees were paid in forty-five (45) days,\ninterest would accrue on the unpaid balance from forty-five (45) days until\npaid.  Failure to render payments when due shall be deemed a material breach of\nthis Agreement.  However, the Service shall have 10 business days after written\nnotice thereof from Distributor to pay to Distributor all balances due, plus\ninterest accumulated thereon.  Distributor shall have the right to terminate the\nTerm of this Agreement with no further notice required if all unpaid balances,\nwith all interest accumulated thereon, have\n\n                                     -13-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission\n\nnot been paid by the expiration of said ten (10) day period. Furthermore, at\nthat time, all other unpaid balances under this Agreement shall become\nimmediately due and payable to Distributor.\n\n          (I) All payments of the License Fee, or any portion thereof shall be\nmade by Federal Wire Transfer.\n\nThe Final Accounting statement shall be sent by overnight delivery of a\ncomputerized format mutually agreed upon on the same day as the wire transfer is\ninitiated.\n\n          (J) All reports and schedules that detail the Service's Affiliates\nshall include Distributor's License Number (LICN).\n\n          (K) All Encore Presentations are separate Video Programs. Service will\nexercise reasonable efforts to report the Encore Presentations separately\npursuant to the terms hereof from the results of the broadcast of the original\nVideo Program.\n\n          (L) Reporting and additional payments:  Service shall provide a\ncomputerized report, mutually agreed upon, with each payment and in thirty (30)\nday increments following the one hundred twenty (120) day payment until all\nAffiliates have been reported.  In addition, Service shall provide the\nDistributor with a 'Service's promoter's report' (Exhibit 1 attached) on a\nmonthly basis, with the additional payment due Distributor, if any, until 100%\nof the Systems have been reported.\n\n          (M) Payment Terms Extension:  If an Live Event occurs during the first\n              -----------------------                                           \nfifteen (15) days of the month, an additional fifteen (15) days shall be added\nto the dates set forth in Sections 15 (A) through (F) above.\n\n          (N) (1) All Events which aired in 1997 and the first quarter of 1998\nwill be finally accounted for and settled ('Final Settlement') by March 31, 1999\nusing the methodology set forth in N(2) below.  Beginning with the April, 1998\nEvent, all Events will have a Final Settlement no later than one (1) year after\nthe end of the calendar quarter in which the Event first airs.  All Events\nairing in any calendar quarter will have a Final Settlement at the same time.\nFor example, the Events that aired in October, 1998, November, 1998 and\nDecember, 1998 will all have a Final Settlement on or before December 31, 1999.\n\n              (2) At the date of the Final Settlement, the average buy rate\nfor any Event for systems that have reported and paid with respect to that Event\nto that point shall be referred to as the 'Buy Rate'. If at the date of the\nFinal Settlement, Service has received Buy Rate information and payments for an\nEvent from less than ninety-eight percent (98%) of all addressable subscribers,\nService shall pay Distributor at one hundred percent (100%) of the Buy Rate for\nthose unreported subscribers until ninety-eight percent (98%) of all addressable\nsubscribers are accounted for, and at ten percent (10%) of the Buy Rate for the\nremaining two percent (2%) of unreported addressable subscribers for that Event.\nIf at the date of the Final Settlement, Service has received Buy Rate\ninformation and payments from at least ninety-eight percent (98%) of all\naddressable subscribers, Service shall pay Distributor at ten percent (10%)\n\n                                     -14-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission\n\nof the Buy Rate for that Event for those remaining unreported addressable\nsubscribers. Service shall no longer be obligated to report to Distributor\nregarding Events after the Final Settlement date.\n\n               (3) All Events which aired during the period January 1, 1994\nthrough December 31, 1996 are hereby settled as follows: The projection made by\nService that a total of ***** more than the ultimate amount due on these Events\nwas paid to Distributor is hereby accepted by Distributor as the basis for\nreimbursement to Service of the overpayment. This amount will be deducted from\nmoney otherwise due to Distributor at the time of the Final Settlement for the\nEvents for 1997 and the first quarter of 1998. If the amount otherwise due to\nDistributor at the time of the Final Settlement is less than *****, then the\nbalance of overpayment will be deducted from the next regularly scheduled\npayment to Distributor for an Event. There will thereafter be no further\nreporting by Service to Distributor on Events in the 1994-1996 time period or\nprior thereto.\n\n16.0 MARKETING OF PROGRAMS:\n\n     16.1 It is of the essence of this understanding that Distributor controls\nall marketing campaigns including content, market approach, direct affiliate\ncontacts, rebate plans, and actual advertising in whatever media to promote the\nVideo Programs and to solicit subscriber activity. Marketing activities in\nconnection with the Video Programs to supplement those of Distributor subject to\nDistributor's reasonable and timely approval.\n\n     16.2 Any marketing program effected by Distributor shall not knowingly\nindiscriminately favor the Distributor Affiliate base or Request's Affiliate\nbase to the detriment of both service's Affiliates.\n\n     16.3 The Service shall work with its Affiliates and Distributor and shall\nuse every reasonable effort to maximize the total number of Pay-Per-View\nSubscribers and total Pay-Per-View revenue from exhibition of the Video\nPrograms.  Furthermore, Distributor shall make available to both services'\nAffiliates all promotional and advertising materials which Distributor makes\navailable to the Distributor Affiliate base, on no less favorable terms and\nconditions than offered to the Distributor Affiliate base.\n\n     16.4 Guides:\n\n          (A) Service Guides:  The Service shall make available, if the Service\n              --------------                                                   \npublishes a guide, not less than one (1) partial guide cover (if produced by the\nService) shall cite typographical mentions of all of other Video Programs\nidentified in Section 1.1 on other guide covers and use reasonable efforts to\ncite future events in the same manner as currently published for each twelve\nmonth period of the License along with placement of advertising regarding each\nof the Distributor's Video Programs on the Service's guides and billstuffers and\nthe Service shall give Distributor a prominent position within any such\npublished guides and billstuffers.\n\n                                     -15-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission\n\n           (B) Affiliate Guides:  In the event that the Service does not publish\n               ----------------                                                 \na guide, the Service shall use commercially reasonable efforts to encourage the\nAffiliates that publish a guide to promote the Video Programs as described in\nSection 16.4(A) above.\n\n     16.5  Video Program Dates:  Distributor shall advise the Service of each\n           -------------------                                               \nVideo Program's scheduling no later than ninety (90) days before the first Video\nProgram to be delivered by Distributor in each twelve month period, and such\nadvise shall to the best of Distributor's ability at that time, incorporate\nproposed dates, times and suggested retail prices for the remaining Video\nPrograms to be delivered in the applicable twelve month period.  Distributor\nshall use reasonable efforts to keep the Service advised of all relevant\ninformation including any changes regarding the Video Programs as soon as\nDistributor has knowledge thereof.  Service shall confirm\/deny the Distributor's\nproposed dates within thirty (30) days of their receipt thereof.  Such dates\nshall not be more than eighteen (18) months in the future.\n\n     16.6  As to all such promotional and publicity materials, the Service shall\ncomply with the Distributor's instructions respecting sequence, type style,\nrelative size and prominence, and content of screen and advertising credits; and\nthe Service shall not in any way change credits contained in any material\nfurnished by the Distributor.  Service shall indemnify the Distributor and hold\nit harmless from any and all claims, damages, costs or expenses (including\nreasonable attorney's fees) for breach by the Service of the restrictions and\nobligations set forth in this Section 16.6.\n\n     16.7  The Service and its Affiliates shall not use the names and\/or\nlikeness of any character, person or entity appearing in, or connected with\neither the Live Event or any Video Program for any purpose other than\nadvertising such Video Program. Furthermore, the Service and its Affiliates\nshall not use the names and\/or likeness so as to constitute an endorsement or\ntestimonial, either expressed or implied, of any party, product, service, or\ncommercial venture.\n\n     16.8  The Service and its Affiliates shall not use the Distributor's name,\ntrademark, servicemark or logo; or the name, trademark, servicemark or logo of\nany person or entity appearing in the Video Programs, in any manner whatsoever,\nother than as furnished in the Distributor's publicity and promotional\nmaterials.\n\n     16.9  The Service and its Affiliates shall not transmit, exhibit,\ncirculate, or otherwise use any of the promotional or publicity materials\nfurnished pursuant to this section 16 after delivery of the Video Programs,\nwithout the Distributor's prior written consent.\n\n     16.10 The Service and its Affiliates shall not use or permit others to use\nany of the promotional or publicity material furnished pursuant to this Section\n16 for joint advertising campaigns of the Video Programs and any other Video\nPrograms featuring sports and\/or entertainment activities similar to those\ncontained in any such Video Programs without the Distributor's written consent;\nnor shall Service or its Affiliates engage in or permit others to engage in any\nsuch joint advertising, promotion or publicity arrangements or campaigns, except\nas otherwise expressly provided in this Section 16.\n\n                                     -16-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission\n\n     16.11  The Service and its Affiliates shall not publish or distribute its\nown promotional, publicity, advertising or display material for the Video\nPrograms without the Distributor's prior written consent, which shall not\nunreasonably be withheld.  The Service and Affiliates may express mail, or FAX\nproposed materials to the Distributor for approval.\n\n     16.12  Omitted.\n\n     16.13  Interstitial Promotion:  Service shall provide the Distributor,\n            ----------------------                                         \nwithout any further remuneration, interstitial on air promotion time.  Service\nshall have the right, in its sole discretion, to approve all promotional\nmaterials appearing on its channels.  In the event promotional material is found\nto be unacceptable, Service shall inform Distributor in writing of such changes\nto make the promotional material acceptable.  In the event Distributor fails to\nprovide acceptable promotional materials in a timely manner, Service shall not\nbe obligated to air the promotional materials for such Live Event.  All\npromotional materials shall be at the sole expense of Distributor and shall be\nlimited to marketing of the Video Program(s).\n\n     16.14  Omitted.\n            ------- \n\n     16.15  PPV Promotional Show:  Service shall provide commercial reasonable\n            --------------------                                              \nefforts to inform and encourage the Affiliates to enable all viewers to see a\nthirty (30) minute PPV promotional show titled 'Free For All' for each of the\nVideo Programs, so that all viewers may see the show without charge.  The show\nshall be tasteful.\n\n     16.16  Added Value Offers:  Service shall use commercially reasonable\n            ------------------                                            \nefforts to communicate all mutually agreed upon added value offers for each\nVideo Program to the Affiliates and their subscribers.\n\n17.0 REASONABLE EFFORTS: The Service and its Affiliates shall use every\nreasonable effort to exploit the Pay-Per-View television market in the Territory\nand the Service will not knowingly discriminate against the Video Programs in\nfavor of any other programming which it transmits, cablecasts and\/or exhibits.\nIn addition, the Service and its Affiliates shall use every reasonable effort to\nensure that the signal received by each Pay-Per-View Subscriber shall be equal\nin quality to the signal of other cable television channels regularly received\nby their subscribers.\n\n     17.1   The Service and the Affiliates shall not impose any charge upon the\nPay-Per-View Subscribers for the right to watch the Video Programs other than\nits customary and regular cable fee and the Pay-Per-View Charge for each Video\nProgram, excepting such other charges as expressly set forth herein respecting\nlate fees, electronic order taking fees, remote control fees, decoder fees and\nclub fees.\n\n     17.2   The Service shall use reasonable efforts to ensure that the\nAffiliates shall cablecast and exhibit the Video Programs to their Pay-Per-View\nSubscribers with one-way and two-way cable communications service; and shall not\ndiscriminate against one-way subscribers\n\n                                     -17-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission\n\nby refusing to cablecast or exhibit the Video Programs to them unless they\nsubscribe to and\/or pay for two-way cable communication service.\n\n     17.3 The Service and its Affiliates shall not package, pool or tie the\ntransmission, cablecasting and\/or exhibition of the Video Programs the\ntransmission, cablecasting and\/or exhibition of any other video program or\nprograms whatsoever.  The Video Programs shall be priced and sold independently\nof all other programming, and shall not be priced or sold by the Service or its\nAffiliates with any other Pay-Per-View program.\n\n18.0 PROTECTION PERIOD: In order to maximize the sales and marketing\nopportunities for the Video Program:\n\n     18.1 The Distributor shall not distribute or transmit by means of Pay-Per-\nView television any other video program featuring Similar Sports Entertainment\nPay-Per-View Wrestling Event(s) to those contained in the applicable Video\nProgram for a period commencing seventy-two (72) hours prior to such Video\nProgram and continuing for one (1) hour after the broadcast of such Video\nProgram.  This provision shall not apply to either the Encore Presentations,\nAuthorized Replays, or to the Distributor's regularly scheduled broadcast and\/or\ncablecast of television programming.\n\n     18.2 The Service shall not advertise, market, sell, transmit, cablecast\nand\/or exhibit any Pay-Per-View video program featuring Similar Sports\nEntertainment Pay-PerView Wrestling Event(s) commencing seventy-two (72) hours\nprior to the broadcast of such Video Program and continuing for one (1) hour\nafter the broadcast of the applicable Video Program.  This provision shall not\napply to either the Encore Presentations, Authorized Replays, or to\nDistributor's regularly scheduled broadcast and\/or cablecast of television\nprogramming.\n\n     18.3 Other Distribution Holdbacks:  The Distributor retains the rights to\ndistribute the Video Programs via any other medium; provided, however, that\nDistributor shall not license the exhibition of the Video Programs during the\nfirst thirty (30) days following their Original Presentation hereunder by means\nof home video, free, pay or basic cable television in the Territory.  In\naddition, Distributor shall not permit the prepromotion of the Video Programs in\nthe foregoing media for a period of twenty one (21) days following their\nOriginal Presentation hereunder.\n\n     18.4 Omitted.\n\n     18.5 Blackout:  Distributor has the right to black out a 50 mile area\n          --------                                                        \nsurrounding a Pay-Per-View event's original presentation on the day of the show,\nexcept that if the event takes place in an arena seating 25,000 or more persons,\nthe blacked out area shall be 75 miles.  The blackout shall not apply to\nPrimeStar or any other DBS provider.  Furthermore, Distributor will notify the\nService in writing ninety days in advance of any such blackout.\n\n19.0 MUSIC PERFORMANCE RIGHTS:\n\n                                     -18-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission\n\n\n     With respect to each musical composition contained in the Video Programs,\nthere shall be no clearance or rights payments due from the Service or its\nAffiliates with respect to the use of the music in the Video Programs and the\nDistributor shall make sure the performing rights are:\n\n     (A)  Duly licensed for the Video Programs through the American Society for\nComposers, Authors and Publishers (ASCAP), Broadcast Music Inc. (BMI) or SESAC,\nInc.; or\n\n     (B)  Owned or controlled by the Distributor to the extent necessary to\npermit exhibition of the Video Programs on cable television; or\n\n     (C)  In the public domain.\n\nThe Distributor's only liability, if any, for breach of this Section 19 shall be\nby way of indemnity, pursuant to Section 21.\n\n20.0 INSURANCE FOR SIGNAL DELIVERY:\n\n     The Distributor and the Service shall each be responsible for insuring\ntheir respective interests.\n\n     20.1 The Distributor may, at its own option and at its own expense, obtain\ninsurance to cover delivery of the television signal carrying the Video Programs\nto the Service; and the Distributor shall be the sole insured and beneficiary of\nsuch insurance policy.  The Service shall have no rights whatsoever to the\nDistributor's proceeds.  If any of the Video Programs are not delivered to the\nService for any reason beyond the Distributor's reasonable control as set forth\nin Section 6, the Distributor shall not be in breach of this Agreement, but will\nrefund all sums paid (if any) by the Service to the Distributor.  The\nDistributor is not responsible for and does not insure the Service or any of its\nAffiliates for any failure in generating or transmitting the television signal,\nany failure of the satellite, any failure of decoder, any failure to deliver the\nlive satellite feed and\/or the satellite replay feed; or any failure of\nfacilities, equipment or transmission lines used to receive, decode, cablecast\nand exhibit the Video Programs.\n\n     20.2 The Service may, at its option, and its own expense, obtain insurance\nto cover any failure to generate, transmit or deliver the television signal from\nthe Service's downlink facility; any failure of its own facilities or equipment\nused to receive, decode and transmit the Video Program to its Affiliates; and\nany failure of the Affiliates' facilities, equipment or transmission lines used\nto cablecast and exhibit the Video Programs.\n\n21.0 DISTRIBUTOR'S INDEMNIFICATION:\n\n     The Distributor shall indemnify the Service, its officers, agents,\ndirectors and employees from all liability to third parties including its\nAffiliates for damages, costs and expenses (including, without limitation,\nreasonable attorney's fees) but not for liability to each other except for music\nclearance or rights payments incurred by reason of:\n\n                                     -19-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission\n\n     (A) The Distributor's violation of any of the terms and conditions of this\nLicense Agreement; or\n\n     (B) The Distributor's acts in connection with the generation and\ntransmission of the television signal carrying the Video Programs, or arising\nout of alleged defects in any product or device utilized by the Distributor in\nconnection with the generation and transmission of the television signal; or\n\n     (C) Any claims for damages, suffered by any author, writer, composer,\nproducer or other person as a result of the infringement of their copyrighted\nwritings, music or expressions used in or appearing in the Video Programs; or\n\n     (D) Any claims for libel or slander of any person, firm or corporation as a\nresult of the Service's use of the Distributor's promotional and advertising\nmaterials for the Video Programs, or the transmission, cablecast and\/or\nexhibition of the Video Programs; or\n\n     (E) Any claims for misuse, misappropriation, or infringement of any\ntrademark, tradename, publicity right, as well as the invasion of any privacy\nright as a result of the transmission, cablecast, or exhibition of the Video\nPrograms or any use of the Distributor's advertising or promotional materials.\n\n22.0 SERVICE'S INDEMNIFICATION:\n\n     The Service shall indemnify the Distributor, its officers, agents,\ndirectors and employees from all liability to third parties, including its\nAffiliates for damages, costs and expenses (including, without limitation,\nreasonable attorney's fees) but not for liability to each other incurred by\nreason of:\n\n     (A) The Service's violation of any of the terms and conditions of this\nLicense Agreement; or\n\n     (B) The Service's acts in connection with the reception and transmission of\nthe Video Programs, or arising out of alleged defects in any product or device\nutilized by the Service in connection with the reception, cablecasting and\nexhibition of the Video Programs.\n\n23.0 DEFAULT: If either party hereto defaults in any of its material\nobligations hereunder or is adjudicated bankrupt or becomes insolvent or makes\nan assignment for the benefit of creditors, or if a receiver, liquidator or\ntrustee is appointed for its assets or affairs, the other party hereto shall\nhave the right, in addition to whatever other remedies it may have under this\nAgreement or at law, to terminate this Agreement.\n\n     23.1 The parties' rights under this Section 23 shall be in addition to\nwhatever rights or remedies they may have against one another at law or in\nequity.  The successful party shall be entitled to recover from the unsuccessful\nparty all reasonable attorney's fees, costs and expenses,\n\n                                     -20-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission\n\nincluding collection agency fees or other expenses incurred by the successful\nparty for protecting its rights in the event of default under this License\nAgreement.\n\n     23.2  However, notwithstanding its default, the Distributor shall be\nentitled to recover from the Service its reasonable attorney's fees, costs and\nexpenses, including collection agency fees or other costs, incurred by the\nDistributor in collecting any License Fees or other amounts not paid by the\nService.\n\n     23.3  Breach:  No breach of this Agreement shall be deemed material unless\n           ------                                                              \nService has failed to cure same within ten (10) business days after written\nnotice thereof from Distributor or failed to make good faith efforts to cure\nsame within said time period.\n\n24.0 LIMITATIONS OF LIABILITY AND DAMAGES:  Neither the Distributor nor the\nService and its Affiliates shall be liable to one another for direct, indirect,\nconsequential, punitive or exemplary damages, whether based in contract, tort or\nany legal theory.  Notwithstanding the foregoing, the Distributor shall be\npermitted to pursue any and all available remedies against Service for Service's\nfailure to make any payments under this License Agreement.\n\n25.0 FORCE MAJEURE:  If the Distributor shall be prevented from transmitting and\ndelivering the Video Programs or the Service and its Affiliates shall be\nprevented from receiving and transmitting the Video Programs by reason of Force\nMajeure, then such party, as the case may be, shall be excused from its failure\nto perform its obligations under this License Agreement.  Force Majeure shall\nmean any act of God, fire, flood, war, public disaster, any governmental or\nquasi-governmental or regulatory commission or association enactment, decree\ndetermination or action, regulation or order; any court imposed injunction; or\nany other occurrence beyond such party's reasonable control which, despite their\nreasonable efforts, prevents the delivery and\/or exhibition of the Video\nProgram.\n\n26.0 RELATIONSHIP OF THE PARTIES:  Nothing contained in this License Agreement\nshall be deemed to constitute either of the parties a joint venturer, partner or\nagent or the other.  Neither party shall hold itself out in any manner contrary\nto the terms of this License Agreement and neither party shall become liable by\nreason or any representation, act or omission of the other contrary to the\nprovisions of this License Agreement.\n\n27.0 DUE AUTHORIZATION: The execution, delivery and performance of this License\nAgreement by each party hereto has been duly authorized by all necessary\ncorporate action on behalf of the parties; requires no action by or in respect\nof, or filing with, any governmental body, agency or official; and does not\nviolate, contravene or constitute a violation of any party's Certificate of\nIncorporation, its By-laws, or any provision of any indenture, agreement,\njudgment, injunction, order, decree or other instrument applicable to the party\nor by which the party is bound.  Furthermore, each party's execution, delivery\nand performance of this License Agreement does not require any consent of any\nother person or entity.\n\n28.0 BINDING EFFECT; BENEFITS: This License Agreement shall be binding upon the\nDistributor and the Service and their respective successors and assigns, and\nshall inure to their\n\n                                     -21-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission\n\nbenefit. Nothing in the License Agreement, expressed or implied, is intended to\nor shall confer on any person other than the parties, or their respective\nsuccessors or assigns, any rights, remedies, obligations or liabilities under or\nby reason of this License Agreement.\n\n29.0 ASSIGNMENT: This License Agreement, the License and all rights granted\nherein are personal to each party; and each party agrees not to assign or\ndelegate any right or obligation under this License Agreement in whole or in\npart, by operation of law or otherwise.  Any party's purported assignment of, or\ndelegation, if any, shall be void and of no effect.  Notwithstanding the\nforegoing, Licensee shall be permitted to assign this License Agreement to a\nlimited liability company that Service represents and warrants will initially be\nowned and\/or controlled by the following MSO's:  Time Warner Cable, TCI,\nComcast, Media One and Cox.\n\n30.0 WAIVERS: A waiver by either party of any breach of default by the other\nparty under this License Agreement shall not be construed as a continuing waiver\nof such breach or default, or a waiver of any other obligation under this\nLicense Agreement.\n\n31.0 NOTICES: All notices, statements, and other documents required to be given\nto the Distributor or the Service shall be given in writing and sent, either by\npersonal delivery, by registered mail postage prepaid, or by mailgram to the\nfollowing address:\n\nIf to Distributor to:\n\n                              Titan Sports, Inc.\n     Attention: Edward L. Kaufman, Sr. Vice President and General Counsel\n                             1241 East Main Street\n                                P. O. Box 3857\n                              Stamford, CT 06902\n\nIf to Service to:\n\n                            Viewer's Choice. L.L.C.\n                  Attention: Vice President &amp; General Counsel\n                         909 Third Avenue, 21st Floor\n                              New York, NY 10022\n\n(or such address as may be designated in writing by either party in a notice\nconforming with this Section 31).  The date of such mailing, personal delivery\nor telegraphing shall be the date of delivery of such notice.\n\n32.0 CONFIDENTIALITY: Other than as may be required by applicable law,\n     ---------------                                                   \ngovernment order or regulation; or by order or decree of any court of competent\njurisdiction, the parties agree that neither of them shall publicly divulge or\nannounce, or in any manner disclose, to any third party, excepting the Service's\nAffiliates, any of the specific terms and conditions of this License Agreement\nincluding, without limitation, any of the License Fees; and both parties warrant\nand\n\n                                     -22-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission\n\ncovenant to one another that none of their officers, directors, employees or\nagents will do so either.\n\n33.0 APPLICABLE LAW: This License Agreement and all matters and issues\ncollateral thereto shall be governed by the laws of the State of New York with\nthe same force and effect as is fully executed and to be fully performed\ntherein.\n\n34.0 SEPARABILITY: Any term or provision of this License Agreement which is\ninvalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be\nineffective to the extent of such invalidity or unenforceability without\nrendering invalid or unenforceable the remaining terms and provisions of this\nLicense Agreement, or affecting the validity or enforceability of any of the\nterms or provisions of this License Agreement in any other jurisdiction.\n\n35.0 ANTITRUST VIOLATION: Notwithstanding anything to the contrary set forth\nherein, Distributor shall have the immediate right to terminate this Agreement\nshould a court of competent jurisdiction order the break up of the Service\nbecause it is in any way in violation of any applicable antitrust laws, rules or\nregulations by virtue of its position as the sole or dominant pay-per-view\ndistributor in the Territory.\n\n36.0 SECTION AND OTHER HEADINGS: The section and other headings contained in\nthis License Agreement are for reference purposes only and shall not be deemed\nto be part of this License Agreement or to affect the meaning or interpretation\nof this License Agreement.\n\n37.0 ENTIRE AGREEMENT: This License Agreement (including the attached Schedules\nand Addenda, if any) constitutes the entire License Agreement among the parties\nand supersedes all prior License Agreements, understandings and arrangements,\noral or written, between them with respect to the subject matter of this License\nAgreement.  Furthermore, this License Agreement may not be changed or amended\nexcept in writing making specific reference hereto and signed by both parties.\n\n38.0 EXECUTION IN COUNTERPARTS: This License Agreement may be executed in any\nnumber of counterparts, each of which shall be deemed to be an original and all\nof which together shall be deemed to be one and the same instrument.\n\n                    [Rest of Page Intentionally Left Blank]\n\n                                     -23-\n\n \n                            CONFIDENTIAL TREATMENT\n   *****[Deleted pursuant to a request for Confidential Treatment and filed \n            separately with the Securities and Exchange Commission\n\n     IN WITNESS WHEREOF, the parties hereto have executed this License Agreement\nas of the date first written above.\n\nTITAN SPORTS, INC.                    VIEWER'S CHOICE, L.L.C.\n\n\nBy:_______________________            By:_____________________________\n     Linda E. McMahon                       Michael H. Klein\n     President and Chief Executive          Senior Vice President\n     Officer                                Programming\n\nAs required for post-Video Program Preliminary Reports, as set forth in section\n13, the following is the name and telephone number of the person to contact\nregarding the information to be contained on the Final Accounting Statement.\n\nNAME:     __________________\n\nTITLE:    __________________\n\nPHONE:    __________________\n\n\n                                     -24-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9360],"corporate_contracts_industries":[9532],"corporate_contracts_types":[9613,9616],"class_list":["post-42661","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-world-wrestling-federation-entertainment-inc","corporate_contracts_industries-travel__services","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42661","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42661"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42661"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42661"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42661"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}