Sample Business Contracts

Direct Marketing License Agreement - Warner Home Video and Critics' Choice Video Inc.

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                                Critics' Choice

June 28, 1996

Mr. Jim Cardwell
MGM/UA Home Entertainment, Inc.
4000 Warner Blvd.
Burbank, CA  91522

Dear Jim,

We have agreed to extend the direct marketing license agreement dated February
23, 1994, between Warner Home Video, a division of Time Warner Entertainment
Company, L.P. ("WHV") and Critics' Choice Video, Inc. ("Critics' Choice") on the
terms outlined below:

1.   Extend the agreement for a period of 18 months, covering the period from
February 23, 1997, to August 23, 1998, plus a 6-month sell-off period extending
to February 23, 1999.

2.   Critics' Choice shall pay to WHV an additional advance in the sum of five
hundred thousand dollars ($500,000) split as follows between the two labels: 70%
Turner ($350,000) and 30% non-Turner ($150,000), which is consistent with the
original agreement.  The advance shall be paid no later than February 23, 1997.

3.   Critics' Choice shall be permitted to continue to recoup royalties paid to
WHV on the unearned portion of the current agreement through the end of the
extended term, as well as during the 6 month sell-off period.

4.   Critics' Choice agrees to feature Turner and non-Turner titles which are
or become the subject of this agreement on 30% of the front or back covers
produced by Critics' Choice during the entire term of this extension beginning
immediately.  Front and back cover titles will be featured exclusively only with
other MGM product.

                   800 W. Thorndale Avenue, Itasca, IL 60143
                     708 775-3300  Facsimile 708 775-3340


5.   Critics' Choice understands and agrees that Post-1986 titles are not
included in this extension.

6.   Critics' Choice understands and agrees that WHV will continue to make
available through a version of the catalog exclusive program additional Turner
titles, though exclusivity is not guaranteed.

7.   Except as provided above, all of the other terms and conditions of the
license agreement between us will remain as is.

Very truly yours,

                                         Accepted and Agreed to:
                                         Warner Home Video, A
                                         Division of Time Warner
Critics' Choice Video, Inc.              Entertainment Company, L.P.

By: /s/ Herbert M. Laney                 By: /s/ Jim Cardwell
   ------------------------                 -------------------------
Name:   Herbert M. Laney                 Name:   Jim Cardwell
     ----------------------                   -----------------------
Its:    President                        Its:    Executive V.P., WHV
    -----------------------                  ------------------------
Date:   June 28, 1996                    Date:   June 29, 1996
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