Joint Venture Agreement re: Titanic Artifacts - MagicWorks Entertainment Inc. and Worldwide Licensing & Merchandising Inc.
MAGICWORKS
ENTERTAINMENT
PROPOSED JOINT VENTURE BETWEEN
MAGICWORKS ENTERTAINMENT, INC.
and
WORLDWIDE LICENSING & MERCHANDISING, INC.
Term Sheet
1. Magicworks Entertainment, Inc. ("Magic") and Worldwide Licensing &
Merchandising, Inc. ("Worldwide") will enter into a joint venture (the "Joint
Venture") to produce and present in Orlando, Florida exhibits of some or all of
the floating Titanic artifacts recovered from the surface waters of the Titanic
wreck site and collected by Dennis Cochran, as well as other Titanic related
artifacts (the "Titanic Artifacts").
2. The Joint Venture will take the form of a limited liability company
or some other entity mutually agreed upon by the tax and legal counsel for the
parties. The operational guidelines for the Joint Venture will be the subject of
mutual agreement.
3. Worldwide is presently considering opening similar types of exhibits
in other locations featuring the Titanic artifacts. The parties will negotiate
in good faith to determine whether the proposed Joint Venture will include any
of such other locations.
4. Worldwide's capital contribution to the Joint Venture will be a
royalty free license to use and commercially exploit the Titanic Artifacts.
Magic will contribute the initial capitalization for construction of the exhibit
and start-up and operating costs of the exhibit as set forth in the Budget
attached hereto as Schedule A as Magic's capital contribution.
5. The net operating cash of the Joint Venture will be distributed as
follows: 100% of all revenue to Magic until recoupment of the financing, and
thereafter, all profits will be distributed 50% to Magic and 50% to Worldwide.
6. The parties will mutually agree on the payment of a finder's fee to
Ross Todd.
7. The Joint Venture will be subject to the execution of a definitive
agreement containing terms and conditions as are customary in transactions of
this nature for the protection of all parties.
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WORLDWIDE LICENSING &
MERCHANDISING, INC.
June , 1998 By: /s/ G. Michael Harris
---------- G. Michael Harris, WLM, Inc.
(President)
MAGICWORKS ENTERTAINMENT, INC
June , 1998 By: /s/ John [illegible]
------------ --------------------