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Agreement - American Society for Psychoprophylaxis in Obstetrics Inc. (ASPO/Lamaze) and Medical Communications Corp.

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                        AN AGREEMENT BETWEEN ASPO/LAMAZE



This is an agreement between The American Society for Psychoprophylaxis in
Obstetrics, Inc. (ASPO/Lamaze) and Medical Communications Corporation (MCC).


1.       The intent of this agreement is for ASPO/Lamaze to: (a) permit MCC, to
         develop pre-natal and post-natal educational video cassettes for
         distribution to ASPO/Lamaze students by ASPO/Lamaze instructors, and to
         Lamaze Family members under the name of LAMAZE FAMILY PRODUCTIONS, and
         (b) provide educational consultation to MCC in the development of such
         educational video cassettes.

2.       The videos, in a format similar to the MCC production entitled Your
         Healthy Baby, will be financially underwritten by private industry who,
         in return for their funding, will be permitted appropriate and
         documentary style in-use exposures of their products in the videos, the
         inclusion of printed informational/education advertorials in booklet
         form, and, possibly, coupons redeemable for their products.

The Programs

3.       The video programs will focus on pre-natal and post-natal subjects
         which MCC will develop with consultation from ASPO/Lamaze instructors
         and staff, discussion with healthcare experts, and study of current
         pre-natal/post-natal issues.

4.       MCC will create videos in three different categories. [Others may be
         added if both parties agree that they are appropriate; of educational
         value and a financially sound undertaking.] The three categories,
         though not in order or priority of production, are:

         A.   Pre-Natal Program(s)

              Intended for the ASPO/Lamaze mother in her 7th month. Offered by
              ASPO/Lamaze instructors (at no charge) as an added benefit to the
              course itself.

         B.   Caring for the Baby During the First Three Months

              Intended for distribution to the ASPO/Lamaze mother just before
              the birth of her baby. Will be presented by the instructor as a
              special graduation- from-course gift and as an expression of
              ASPO/Lamaze concern for helping mothers learn more about the
              health and well-being and basic care of their babies.


         C.   A Program Addressing the Next Twelve Months

              These will be programs targeted at The Lamaze Family as currently
              presented by ASPO/Lamaze. While the precise content is yet to be
              determined, the general intent is to create programs that deal
              with the first twelve to eighteen months of an infant's life.
              Content may well include tips for infant accident prevention,
              labor and time-saying tips, health issues and other parenting

         D.   The Lamaze Family Series

              In addition to the above three categories, once the first program
              categories have been developed, MCC - with ASPO/Lamaze guidance
              and input - will explore developing an on-going series, aimed at
              The Lamaze Family members, on parenting and wellness subjects,
              although neither party at this time commits itself to such a
              series. These programs will carry all the appropriate Lamaze
              Family identification. MCC and ASPO/Lamaze will determine whether
              the programs may be distributed free or sold to Lamaze Family
              members based on the economic viability of free vs. paid

5.       The production and program introduction schedules will be determined by
         MCC and approved by ASPO/Lamaze based on the availability of sponsors,
         educational needs and/or demand, financial viability and the time
         needed to complete all phases of production, duplication, distribution
         arrangements and order fulfillment.

6.       It is understood that each of the program described above will, unless
         otherwise dictated by ASPO/Lamaze:

         -    Bear ASPO/Lamaze identification on the cassette box, the cassette
              label and the video itself in the form of head and end-title

         -    Each cassette will, if ASPO/Lamaze so desires, include a special
              message from ASPO/Lamaze, e.g. a Lamaze Family promo explaining
              the benefits of membership.

         -    Each cassette will, if ASPO/Lamaze desires, be packaged with
              printed information provided by ASPO/Lamaze to MCC in the
              necessary quantities, e.g. Lamaze Family membership applications,

ASPO/Lamaze Responsibilities and Approvals

7.       Educational Consultation

         ASPO/Lamaze will provide MCC with consultation, input and direction on
         the content of all videos as well as input and approval of all research
         questionnaires. ASPO/Lamaze will review and suggest revisions as
         necessary, and approve all editorial content according to the approval
         schedule outlined below. In providing such consultation,


         ASPO/Lamaze shall draw upon the resources of its staff, childbirth
         instructors, and other member experts for both their substantive
         knowledge of the video subject matter and their understanding of the
         educational needs of the parent audience. It is understood that
         ASPO/Lamaze will indemnify MCC against any claims resulting from the
         presentation of information either in video or printed form that
         ASPO/Lamaze has approved for inclusion in the program. MCC will
         indemnify ASPO/Lamaze against any claims arising from the people who
         appear in the video - e.g. doctors, Lamaze instructors, and laymen - as
         well as any claims arising from license violations and copyright
         infringements on any materials including text, art work, video footage,
         and music supplied by MCC.

8.       ASPO/Lamaze Name, Goodwill, and Copyright

         ASPO/Lamaze will provide its name, goodwill, and use of the copyrighted
         videos produced hereunder, subject to ASPO/Lamaze approval as to
         content and form, in support of developing distribution through its

9.       Cooperation

         ASPO/Lamaze will permit MCC and the Lamaze Parent's Magazine
         advertising representative to develop a sales strategy that will
         benefit both the magazine and Lamaze Family Productions. That strategy
         may call for any of several levels of participation of the advertising
         representative based on the size of the task and the ultimate sales
         strategy. Where the advertising representative participates in the sale
         of space on the video, a mutually agreed upon sales plan will be drawn
         up for each program. A plan to coordinate the sales effort will be
         developed by both parties. The advertising representative will contract
         with and be compensated by MCC for those video sales which the
         representative closes, on a commission arrangement. The commission will
         be approved by ASPO/Lamaze. If, for any reason, the advertising
         representative can not or does not perform these sales responsibilities
         and/or can not or does not meet the sales objectives, or if it is
         determined by ASPO/Lamaze and MCC that a different sales strategy is in
         the best financial interests of Lamaze Family Productions, ASPO/Lamaze
         and MCC agree to develop an alternate sales plan.

10.      Mailing List

         ASPO/Lamaze will provide MCC with the names of ASPO/Lamaze instructors
         so that MCC can coordinate and carry out the distribution of the
         programs; and MCC shall use such names for no other purpose.
         ASPO/Lamaze and MCC recognize that communications - e.g. announcement
         of program content, cassette delivery schedules, distribution
         verification, etc. with the ASPO/Lamaze instructors will be necessary
         to carry out the successful distribution of the programs. At the same
         time, both MCC and ASPO/Lamaze recognize that in order to avoid
         over-saturating the instructors with mail, the frequency, timing and
         content of all communications with ASPO/Lamaze instructors may not be
         sent without prior approval by ASPO/Lamaze. ASPO/Lamaze agrees to
         respond with rejection, approvals or changes in the planned
         communication within 10 days of receipt of the communication content,
         plan, and time schedule from MCC. The parties anticipate that there
         will be no more than four (4) uses of the ASPO/Lamaze


         mailing list per year hereunder. All costs of these mailings including
         printing/duplication, stuffing, envelopes and postage will be paid for
         by MCC. MCC shall use the ASPO/Lamaze mailing list only for the
         purposes set forth herein, and shall not reproduce or distribute such
         list. At the termination of this Agreement, MCC shall immediately
         return to ASPO/Lamaze all copies of such list in whatever form, which
         may be in its or its agent's possession, and shall refrain from any
         further use of such list.

Video and Printed Promotion Material Consultation and Approval Process

11.      ASPO/Lamaze will, prior to each video, consult with MCC as to the
         desired educational content. Thereafter the consultation and approval
         process for each video production and printed piece will be as follows:

         a.   MCC will submit program content outlines to ASPO/Lamaze.

         b.   ASPO/Lamaze will review and return comments and changes to MCC
              within 10 days of receipt.

         c.   MCC will incorporate any changes into a first draft script which
              will be sent to ASPO/Lamaze for review.

         d.   ASPO/Lamaze will review the scripts and return comments and
              changes to MCC within 15 days of receipt.

         e.   MCC will make any revisions or changes called for by ASPO/Lamaze
              and the final script will be sent to ASPO/Lamaze. If during the
              actual production there are any changes to the script, these
              changes will be subject to the same consultation and approval
              process as noted above. Whenever possible, MCC and ASPO/Lamaze
              agree to expedite the approval process with one-on-one meetings or
              by phone. All changes resulting from these meetings will be so
              noted in the scripts.

         f.   ASPO/Lamaze will provide MCC with experts, any one of which will,
              at MCC expense, be on location during the shooting of the video
              demonstrations and mother/baby segments. Their role will be to
              advise MCC on educational content such as proper baby-care
              procedures, techniques, etc.

         g.   MCC will produce a "first draft" of the video and a copy or copies
              on VHS cassette will be sent or taken to ASPO/Lamaze for review.
              ASPO/Lamaze will return comments and changes to be made to MCC
              within 10 days of receipt.

         h.   MCC will send a revised copy of the video in question to
              ASPO/Lamaze for final approval. Final approval, or corrections
              necessary for final approval, will be submitted to MCC within 10
              days. The changes will then be made and re-submitted to
              ASPO/Lamaze so that ASPO/Lamaze can verify that the changes have
              been made.


         i.   While the basic content of any video produced by MCC under the
              Lamaze Family Productions name will probably require little change
              during the course of the year, the participating sponsors may
              change. This will necessitate visual changes in the video in order
              to remove the "product-in-use exposures" of those sponsors who do
              not choose to participate in subsequent editions. Visual of the
              new sponsor will have to be added. Any such changes will be
              subject to the same approval process as outlined above.

12.      ASPO/Lamaze will retain the right to approve or reject all the sponsors
         participating in each program. The approval process will be as follows:

         a.   Prior to finalizing the production or revision of any program, MCC
              will submit to ASPO/Lamaze a list of potential sponsors and
              underwriters who MCC feels are appropriate for inclusion in the
              program. MCC will use, as a guide, the types of sponsors who have
              been and are now acceptable to Lamaze Parent's Magazine. Additions
              to this list may be made any time prior to the finalization of the
              program in question.

         b.   ASPO/Lamaze agrees to respond with approvals or deletions within
              10 days. ASPO/Lamaze agrees to use essentially the same criteria
              used for judging the acceptability of a Lamaze Parent's Magazine

         c.   ASPO/Lamaze will have the right to review and approve any
              statements, claims or implications made by the sponsors in the
              video or in the accompanying booklet which may be in conflict with
              ASPO/Lamaze principles and philosophy. MCC will present all video
              segments and materials for print to ASPO/Lamaze prior to the
              finalization of the program in question. ASPO/Lamaze will respond
              to these submissions within 10 days of receipt.

         d.   Until December 31, 1991, ASPO/Lamaze shall have the right, within
              its sole discretion, to prohibit inclusion of coupons or any
              similar items, merely on the basis that such items are coupons or
              are similar thereto.

13.      ASPO/Lamaze agrees to do everything possible to maintain all the above
         mentioned approval schedules. Should disagreements re content and
         approvals arise within ASPO/Lamaze and those staff or board members
         concerned with the approval process, it is agreed that a decision by
         ASPO/Lamaze to revise, compromise, delete or ignore the change or
         suggestion will be made within the scheduled approval period and
         forwarded to MCC.

Sponsor/Advertiser Negotiations and Rates

14.      MCC retains the right to set and negotiate all terms and rates for the
         participating sponsors and to change these terms and rates as the
         market dictates or as MCC feels is appropriate to the successful
         development, maintenance and growth of the business.

Distribution Plan


15.      MCC plans to distribute each program in four month intervals to help
         instructors control inventory and to assure sponsors that programs
         bearing their products will, in all likelihood, be distributed within a
         three to four month time frame. The total number of cassettes
         distributed will be determined both by instructor demands (needs) and
         by sponsor participation.

MCC Responsibilities

16. MCC will provide and pay for all the necessary elements of production and
duplication of the cassettes.

         a.   This includes research, scripting, production, editing, creation
              of the cassette box and labels, printing, duplications, packaging
              and shipping, and insertion of ASPO/Lamaze copyright notice.

         b.   MCC will also pay participants in the videos according to Screen
              Actor's Guild fee schedules or customary educational video

         c.   MCC will bring in three experts selected by ASPO/Lamaze to a
              mutually convenient meeting city, at MCC expense, for yearly
              program planning and development sessions. ASPO/Lamaze will
              designate the staff and board members to attend.

17.      With prior ASPO/Lamaze approvals relating to content, frequency and
         timing, MCC may conduct research related to the content of the
         programs, their use, distribution and the markets served by Lamaze
         Family Productions, and research designed to help verify the value and
         marketing effectiveness of the programs to current and prospective
         sponsors and underwriters.

Funding and Expenses

18.      MCC will absorb all its start-up and on-going expenses related to its
         contribution to sponsor sales, plus all its cost associated with the
         production, duplication, and distribution of the programs.

Reimbursement to ASPO/Lamaze

19.      a. Sale of Use of Mailing List - For each use of the ASPO/Lamaze
         Mailing List, MCC shall pay ASPO/Lamaze $700.00, it being anticipated
         that such use will be purchased approximately four times per year. Such
         fee shall be paid twice each calendar year, on June 30 and December 31,
         to the extent then owed.

         b. Use of ASPO/Lamaze Name, Goodwill and Copyright - For the use of
         ASPO/Lamaze's name, goodwill, and copyright as allowed hereunder, MCC
         shall pay to ASPO/Lamaze a royalty equal to three percent (3%) of Gross
         Revenue per cassette (i.e., total advertiser and/or sales revenue


         [(Example: If eight manufacturers buy Sponsorship space in a program
         and each pays $.65 per cassette, the gross income is $5.20. This would
         entitle ASPO/Lamaze to a royalty of $.156 per cassette. If the number
         of cassettes underwritten by sponsors and distributed by MCC totals
         200,000, ASPO/Lamaze would receive a $31,200 royalty.)]

         c. Educational Consulting Fee - As compensation for its educational
         consultation services provided hereunder in the areas of childbirth
         education, wellness and parenting, ASPO/Lamaze shall be paid an
         educational consulting fee equal to five percent (5%) of Gross Revenue
         per cassette (i.e., total advertiser and/or sales revenue generated).

         d. Payment of royalty fees and educational consultation for a
         particular video, will be made to ASPO/Lamaze within 15 days of MCC's
         receipt of payments from sponsors for such video. MCC will provide a
         full accounting with full verification of sponsor and sales revenue;
         and ASPO/Lamaze shall have the right on reasonable notice at reasonable
         times to inspect MCC records related to such sponsor and sales revenue.

Exclusivity and Term of the Agreement

20.      ASPO/Lamaze agrees to give MCC, for a term commencing with the date of
         this agreement and ending on December 31, 1994, the exclusive right to
         produce and distribute, per the terms outlined in this document,
         pre-natal, post-natal and parenting videos to Lamaze students, Lamaze
         Family members and others who both parities agree should be included in
         the target audiences. This exclusivity excludes any ASPO/Lamaze films
         or videos currently in existence, under development or in production as
         of the date of this contract. If this Agreement continues into calendar
         year 1994, then MCC shall have during such calendar year 1994 only, the
         following right of first refusal: if during calendar year 1994
         ASPO/Lamaze receives any bona fide offer from a third party to develop
         pre-natal or postnatal video cassettes or films for distribution to
         ASPO/Lamaze instructors, their students and/or ASPO/Lamaze family
         members under ASPO/Lamaze's name, approval or aegis, ASPO/Lamaze shall,
         prior to accepting such offer, relay such offer to MCC, whereupon MCC
         shall have the right (in lieu of such third party) to enter the same
         Agreement with ASPO/Lamaze on terms at least as favorable to
         ASPO/Lamaze, as are contained in such third-party offer. MCC must
         notify ASPO/Lamaze of its intent to exercise such right within two (2)
         weeks of MCC's receiving a copy of such third-party offer to

Termination of Agreement

21.      Either ASPO/Lamaze or MCC may terminate the entire agreement after
         December 31, 1990, 1991, 1992, or 1993 if it becomes evident that
         during the year just ended the venture is not and, in all likelihood,
         will not achieve its objective and remain a "self-sustaining financial
         enterprise" able to cover and absorb all the attendant expenses and
         cost associated with the enterprise.

22.      The sole measure of whether the venture is a self-sustaining financial
         enterprise, is its having met during the year just ended the following
         minimum objectives:


         a.   Medical Communications Corporation distributes a minimum of
              100,000 programs by December 31, 1990, through ASPO/Lamaze
              instructors, and an additional 500,000 cassettes in calendar year
              1991, an additional 500,000 cassettes in calendar year 1992 and an
              additional 600,000 cassettes in calendar year 1993. (These can be
              the same or different programs.) Each cassette must have generated
              at least one/half of the target sponsor revenue of $6.20 ($3.10)
              in 1990, and two/thirds of the target sponsor revenue of $6.20
              ($4.13) during each of 1991, 1992 and 1993.

         b.   In addition, either party can terminate this agreement at once
              upon written notice if it has previously given 60 days prior
              written notice to the other party of such other party's breach of
              contract specifying the breach of the contract that has not been
              cured. Termination is the sole remedy for breach: under no
              circumstances shall there be liability by either party for any
              direct, indirect, special considerations or punitive damages.

Other Considerations

23.      For as long as this or subsequent agreements between MCC and
         ASPO/Lamaze are in effect, all copyright to the video programs produced
         under the Lamaze Family Productions will be held by ASPO/Lamaze. Upon
         termination of this or subsequent agreements, the copyright to the
         video programs revert to Medical Communications Corporation.

24.      Only modifications in writing and signed by both parties can amend this

25.      Neither party will make any assignment of this agreement or the rights
         or obligations herein without the express written consent of the other
         party; except that ASPO/Lamaze may assign to a controlled subsidiary
         thereof for tax purposes.

26.      This agreement is the sole understanding between both parties.

27.      The laws of the State of Connecticut shall govern this agreement.

28.      MCC anticipates devoting reasonable time and resources (financial and
         otherwise) to membership development for general membership in
         ASPO/Lamaze and Lamaze Family.

29.      Any disputes under this Agreement shall be submitted to arbitration in
         Philadelphia, Pennsylvania in accordance with the rules of the American
         Arbitration Association.

An Understanding

30.      This agreement is based on the understanding and belief that as people
         of goodwill, dedicated to building a mutually beneficial enterprise,
         both parties can and will cooperate fully to resolve any issues not
         covered in this agreement on the basis of what is in the best interest
         of the audience, the ASPO/Lamaze instructors, the ASPO/Lamaze name, and
         the financial health and viability of Lamaze Family Productions.



         For American Society For                   For Medical Communications
         Psychoprophylaxis in                       Corporation
         Obstetrics, Inc.

By:      /s/ Francine Nichols             By:      /s/ Robert C. Ford
   -------------------------------           -----------------------------
         Dr. Francine Nichols                       Robert C. Ford

Title:       President                    Title:      President
      ----------------------------              --------------------------

Date:        10/14/89                     Date:       10/18/89
     -----------------------------             ---------------------------



Amendment to the Agreement Between ASPO/Lamaze and Medical Communications

It is agreed that the following addition to paragraph 21 is to be considered a
part of the attached contract:

         In the event that at the end of calendar year 1994, there has been no
         bona fide third-party offer, and that no breach of contract exists, and
         assuming that both parties desire to continue their participation in
         Lamaze Family Productions as herein described, then both parties agree
         to negotiate a new contract in good faith.

This amendment to the contact signed and agreed to by:

For ASPO/Lamaze                                       For Medical Communications

By:     /s/ Francine Nichols             By:      /s/ Robert C. Ford
   ---------------------------------        --------------------------------
        Dr. Francine Nichols                       Robert C. Ford

Title:       President                   Title:       President
      ------------------------------           -----------------------------

Date:        10/20/89                    Date:        10/18/89
     -------------------------------          ------------------------------