Direct Marketing License Agreement [Non-Turner] - Warner Home Video and Critics' Choice Video Inc.
WARNER HOME VIDEO/CRITICS' CHOICE
---------------------------------
DIRECT MARKETING LICENSE AGREEMENT
----------------------------------
This Agreement is entered into as of February 22, 1994, by and between WARNER
HOME VIDEO, a Division of Time Warner Entertainment Company, L.P. ("WHV"),
whose address is 4000 Warner Boulevard, Burbank, California 91522 and CRITICS'
CHOICE VIDEO, INC. ("Critics' Choice"), whose address is 800 West Thorndale
Avenue, Itasca, Illinois 60143.
1. DEFINITIONS: As used in this Agreement, the following terms shall have
-----------
the following meanings:
(a) "Audiovisual Work(s)": A series of related images which are shown
---------------------
by the use of machines or devices, such as projectors, viewers, or electronic
equipment, together with accompanying sounds, such as films or tapes, in which
the works are embodied. "Audiovisual Works" as defined herein shall be deemed
to refer to the Video Software which is the subject matter of this Agreement.
(b) "Continuity Series": An arrangement under which programs in a
-------------------
Series are shipped to customers at intervals on a subscription basis.
(c) "Direct Marketing Distribution": The distribution of Video Devices
-------------------------------
direct to consumers for Home Video Exhibition through any direct mail or mail
order distribution method wherein the consumer uses the mail, or other direct
delivery method, to purchase or receive Video Devices, including, without
limitation, direct mail sales, mail order catalogue sales, Video Club Plan
distribution, space advertising sales, insert program sales, television and
cable and/or radio broadcast, and telephone order distribution, but specifically
excluding Continuity Series.
(d) "Home Video Exhibition": The private, non-public exhibition in
-----------------------
homes and residences of Audiovisual Works by means of Video Devices where no
exhibition, admission, viewing or other fee is charged to anyone for the
exhibition of the Video Device(s) and where there is no public performance of
any form or type. "Home Video Exhibition" as herein defined shall not include
free television exhibition, cable television exhibition, pay or subscription
television exhibition, video on demand, or theatrical exhibition.
(e) "Net Paid Revenues": The gross amounts actually invoiced by
-------------------
Critics' Choice from the sale or other distribution of Video Devices (excluding
shipping and handling charges charged to the consumer) less (i) any sales,
excise, use and value-added taxes (collectively, "taxes") incurred in connection
with the distribution of such Video Devices, (ii) any actual returns as
-1-
<PAGE>
provided for hereunder, and (iii) any actual bad debts. The amount of such
deductions for actual bad debts and actual returns shall not, in the aggregate,
exceed ten percent (10%) of the amount invoiced by Critics' Choice in connection
with the distribution of the Video Devices. It is specifically understood and
agreed that Critics' Choice shall not deduct any sums from gross revenues as a
reserve for future returns.
(f) "New Release": The initial release of a Title by WHV for Home
-------------
Video Exhibition in the Territory, or the re-release of any Title, as designated
by WHV in WHV's sole discretion for such exhibition in the Territory.
(g) "Release Date": The date of initial release or re-release, of
--------------
Video Software, as determined on a Title by Title basis, by WHV for Home Video
Exhibition in the Territory, such date to be determined by WHV in WHV's sole and
absolute discretion.
(h) "Series": A group of Audiovisual Works connected by a common plot,
--------
theme or subject matter.
(i) "Territory": The United States, its territories and possessions,
-----------
excluding Puerto Rico, and Canada.
(j) "Term of this Aqreement": The period of time commencing as of the
------------------------
date hereof, and terminating three (3) years thereafter.
(k) "Video Club Plan Distribution": Any direct response plan or
------------------------------
arrangement through which a consumer purchases Video Devices according to terms
offered by Critics' Choice including, without limitation, a Video Club Plan
whereby (i) Video Devices are shipped automatically to consumers at specific
intervals, (ii) consumers may, at their option, purchase any number of Video
Devices, by Title, from a catalog, or (iii) any combination or variation of (i)
and (ii) herein, but expressly excluding Continuity Series.
(l) "Video Device(s)": Any form of one-half inch (1/2") videocassette
-----------------
embodying the Video Software on which Audiovisual Works can be recorded which,
when used in conjunction with video hardware, can be exhibited visually (whether
or not synchronized with sound) on the screen of a television receiver or any
device comparable to a television receiver now known or hereafter known or in
existence, and is sold in its original shrink-wrapped packaging.
(m) "Video Software": All Video Devices embodying Audiovisual Works
----------------
which are licensed to MGM/UA Home Video by Turner Entertainment Company ("TEC")
pursuant to that certain August 25, 1986 Agreement entered into between TEC and
MGM/UA Home Entertainment Group, as MGM/UA Home Video's predecessor in
interest, for which WHV has Direct Marketing Distribution rights which (i) had
an initial theatrical release prior to December 31, 1986, (ii) are released by
WHV as of a
-2-
<PAGE>
specific Release Date for Home Video Exhibition in the Territory during the Term
of this Agreement, (iii) are not withdrawn by WHV pursuant to Paragraph 7, and
(iii) are designated by WHV as being covered by the terms of this Agreement.
Individually, the Video Software sometimes may be referred to as a "Title".
2. GRANT OF RIGHTS:
---------------
(a) Right to Advertise, Distribute and Sell Video Devices: WHV hereby
-----------------------------------------------------
grants to Critics' Choice solely for the purpose of sale by means of Direct
Marketing Distribution, the non-exclusive right, privilege and license during
the Term of this Agreement, in the Territory, to advertise, distribute and sell
for Home Video Exhibition, those Video Devices embodying that Video Software
described herein which are purchased by Critics' Choice from WHV hereunder,
pursuant to the terms and conditions set forth in this Agreement.
(b) Riqht to Purchase Video Devices: WHV hereby grants to Critics'
-------------------------------
Choice the right to purchase Video Devices embodying that certain Video Software
which WHV releases for distribution in the Home Video market in the
Territory. The within described grant of rights shall include that Video
Software which (i) has been made available by WHV for distribution as of the
Release Date as described in this Agreement, and has not been withdrawn pursuant
to Paragraph 7, as of the date of full execution of this Agreement, and (ii) is
described in Subparagraph l.(m) above.
(c) Reservation of Rights: Any rights not specifically granted to
---------------------
Critics' Choice hereunder are hereby reserved by and to WHV. Except as
specifically set forth herein, Critics' Choice shall have no rights whatsoever
with respect to the Video Devices and the Video Software embodied thereon, and
nothing herein contained shall prohibit WHV from making use of the Video
Software and Video Devices for any purpose whatsoever.
3. TRADEMARKS, PROMOTION AND ADVERTISING RIGHTS:
--------------------------------------------
(a) Use of Trademarks, Tradenames, Logos: WHV hereby grants to
------------------------------------
Critics' Choice the non-exclusive right, during the Term, to use, at WHV's
direction and subject to WHV's prior written approval, those trademarks,
tradenames, logos, labels and artwork owned, controlled, or distributed by WHV
and MGM/UA, in connection with the promotion, advertising, distribution and sale
of the Video Devices.
(b) Use of Names/Likenesses: To the extent that WHV holds such rights,
-----------------------
WHV hereby grants to Critics' Choice, during the Term, the non-exclusive right
to use, at WHV's direction and subject to WHV's prior written approval, the
names, likenesses and voices of the performers and any other individuals who
have performed services in connection with the Video Software, including
biographical material furnished by WHV to Critics'
-3-
<PAGE>
Choice for advertising and promoting the Video Software, in connection
therewith, and on packaging therefor; provided, however, if WHV does not have
any of these rights, WHV will notify Critics' Choice in writing no later than
thirty (30) days after receipt of Critics' Choice's initial request therefor
regarding such Title.
(c) Advertising: To the extent that WHV holds such rights, WHV hereby
-----------
grants to Critics' Choice, during the Term of this Agreement, the non-exclusive
right to advertise, promote and publicize the Video Software in any medium. Such
advertising, promotion and publicity may include synopsis or excerpts limited to
two (2) minutes of the Video Software Title(s), or the pre-existing
advertisements, publicity pieces and promotional materials, in whole or in part,
related to such Video Software Title(s) as provided to Critics' Choice pursuant
to Paragraph 8 hereof.
(d) Critics' Choice Trademarks: Critics' Choice shall have the right
--------------------------
to affix any of its labels, trademarks, service marks, tradenames, logos,
designs or artwork ("Critics' Choice's Trademarks") on the outside of the
shrink-wrapped packaging for the Video Devices thereof, and on any promotional,
publicity or advertising materials used in the distribution by Critics' Choice
of such Video Devices; provided, however, that Critics' Choice's Trademarks
shall not be larger than the largest similar mark of MGM/UA or WHV, or of the
Video Software Title as mentioned by name, or of any individual mentioned
anywhere on such Video Software Packaging.
4. ADVANCE: Critics' Choice shall pay to WHV a non-returnable and non-
-------
refundable Advance which is recoupable against the royalties payable to WHV
pursuant to Paragraph 5, in the sum of One Million Two Hundred Thousand
Dollars ($1,200,000) as follows:
(a) Two Hundred and Forty Thousand Dollars ($240,000) shall be paid to
WHV upon execution of this agreement by Critics' Choice;
(b) Four Hundred and Eighty Thousand Dollars ($480,000) shall be paid
to WHV no later than February 1, 1995; and
(c) Four Hundred and Eighty Thousand Dollars ($480,000) shall be paid
to WHV no later than February 1, 1996.
Such amounts shall be paid to WHV on the dates set forth above irrespective of
whether the royalties accrued to Critics' Choice's account exceed the advances
already paid as of such dates.
-4-
<PAGE>
5. ROYALTIES: Critics' Choice shall pay to WHV royalties based on Net
---------
Paid Revenues as follows:
(a) High List Videos: With respect to one hundred percent (100%)
----------------
of Net Paid Revenues derived from Video Devices distributed by Critics'
Choice for which WHV's suggested retail price is Twenty Dollars ($20.00)
or higher, Critics' Choice shall pay to WHV royalties as follows:
(i) For any Video Device sold by Critics' Choice at Nineteen
Dollars and Ninety-Nine Cents ($19.99) or less, Critics' Choice shall pay
to WHV a royalty of Three Dollars ($3.00) per Video Device; and
(ii) For any Video Device sold by Critics' Choice at Twenty
Dollars ($20.00) or higher, Critics' Choice shall pay to WHV a royalty of
fifteen percent (15%) of Critics' Choice's actual Net Paid Revenues per
Video Device.
(b) Low List Videos: With respect to one hundred percent (100%)
---------------
of Net Paid Revenues derived from Video Devices distributed by Critics'
Choice for which WHV's suggested list price is Nineteen Dollars and Ninety-Nine
Cents ($19.99) or less, Critics' Choice shall pay to WHV royalties as follows:
(i) For any Video Device sold by Critics' Choice at Nine Dollars
and Ninety-Nine Cents ($9.99) or less, Critics' Choice shall pay to WHV
a royalty of One Dollar and Fifty Cents ($1.50) per Video Device; and
(ii) For any Video Device sold by Critics' Choice at Ten Dollars
($10.00) or higher, Critics' Choice shall pay to WHV a royalty of fifteen
percent (15%) of Critics' Choice's actual Net Paid Revenues per Video Device.
(c) Inventory Prior to Term: Critics' Choice shall have no obligation
-----------------------
to pay royalties to WHV for Video Devices which are in Critics' Choice's
inventory on or before the commencement of the Term of this Agreement. A
complete statement of the Video Devices in Critics' Choice's inventory as
of the commencement of the Term of this Agreement, which statement is subject
to audit by WHV, is attached hereto as Schedule "B".
(d) Price Changes: WHV will use its best efforts to notify Critics'
-------------
Choice of any change in the suggested list price of a Title prior to the
effective date of such price change; provided, however, any inadvertent
breach of this Subparagraph shall not be a material breach hereof.
6. RELEASE DATES:
-------------
(a) Release Date: Subject to Subparagraph 6.(b) below, Critics'
------------
Choice shall have the right to advertise, market and distribute for Home
Video Exhibition in the Territory, Video
-5-
<PAGE>
Devices embodying any given Video Software Title at the same time and as
of the same date as WHV's published Release Date for that particular Title.
(b) New Releases: Notwithstanding the foregoing, any New Releases
------------
of a Title shall not be offered by Critics' Choice for sale, or other
distribution, at a loss, or as a "loss leader" as that term is used in consumer
advertising and marketing, or included in advertising which solicits new
members for any Video Club Plan Distribution, during the first ninety (90)
days from and after the Release Date of such Title.
7. WITHDRAWAL OF TITLE(S):
----------------------
(a) Reasons for Withdrawal: WHV shall have the right to withdraw
----------------------
any Video Software Title and terminate WHV's obligations under this Agreement
with respect to any particular Video Software ("Withdrawal") if (i) WHV's
right in such particular Title terminates, (ii) in WHV's sole judgment,
withdrawal is prudent to minimize the possible damage to WHV from any pending,
threatened, or possible lawsuit or proceeding, (iii) the payments which
WHV is required to make to third parties as a result of sales of the Video
Devices are equal to or exceed the royalties payable to WHV hereunder, unless
Critics' Choice agrees to pay to WHV the full amount of such third party
payments (in addition to any other amounts which Critics' Choice owes WHV
for such sales), in which event Critics' Choice may continue to distribute
hereunder, or (iv) WHV withdraws a Title for any other reason from all of
the Territory.
(b) Withdrawal Shall Not Constitute Breach: It is understood and
--------------------------------------
agreed that withdrawal pursuant to this Paragraph shall not constitute a
breach of WHV's obligations under this Agreement, and shall not affect any
Video Devices previously sold by Critics' Choice.
(c) Withdrawal of Titles: Upon receipt of notice from WHV regarding
--------------------
withdrawal of any Title, Critics' Choice shall cease advertising, promoting
or offering such Video Software for sale, and Critics' Choice shall return
to WHV all such Video Devices which are in Critics' Choice's inventory together
with all advertising and other materials relating to such Video Software
supplied by WHV. Critics' Choice shall also revise Critics' Choice's
advertising and promotional materials to indicate that such Video Software
is not longer available. If necessary, and upon WHV's specific written request,
Critics' Choice shall discontinue fulfilling existing orders, or orders
which may be in the process of transmittal to Critics' Choice, for those
Video Software Titles which WHV has withdrawn and which Critics' Choice
had been advertising, promoting or offering. Upon return to WHV of all such
Video Devices, WHV shall credit to Critics' Choice the manufacturing cost
of each of the Video Devices so returned, plus reasonable shipping charges.
-6-
<PAGE>
8. PHYSICAL MATERIALS IN CONNECTION WITH MANUFACTURING AND
-------------------------------------------------------
PROMOTIONAL RIGHTS:
------------------
(a) Advertising, Publicity and Promotion Materials: WHV will deliver
----------------------------------------------
to Critics' Choice at such place within the Territory as Critics' Choice
may reasonably designate, promptly after Critics' Choice's request therefor,
a reasonable quantity of pre-existing advertisements, publicity pieces and
promotion materials concerning each of the Video Software Titles as WHV
may have available, including, but not limited to:
(i) a pressbook;
(ii) a synopsis of each Title, if such is available;
(iii) color artwork in the form of slides, chromes, posters or
otherwise;
(iv) duplicate negatives and positive prints of black and
white still photographs and color transparencies of color still
photographs depicting scenes from the Video Software (on a Title by
Title basis), the majority of which depict the principal performers.
Each still photograph shall be accompanied by a notation identifying
the persons and events depicted and shall be suitable for reproduction
for advertising and publicity purposes;
(v) a synopsis of and the guidelines for the advertising
credits that are to be used for distribution of the Video Devices;
and
(vi) a list of the principal performers and their roles.
(b) Costs of Materials: Critics' Choice shall pay WHV for all
------------------
costs incurred by WHV in connection with duplicating and shipping the materials
delivered pursuant to this Paragraph 8 promptly after notice to Critics'
Choice by WHV of such costs.
9. MANUFACTURE OF VIDEO DEVICES:
----------------------------
(a) Manufacture: WHV will manufacture, or cause to have manufactured,
-----------
Video Devices during the Term of this Agreement. With WHV's consent, Critics'
Choice shall not offer for sale for Direct Marketing Distribution any Video
Device embodying the Video Software licensed hereunder which is not
manufactured or caused to be manufactured by WHV. All Video Devices shall
be sold in the original packages provided by WHV.
(b) Pricing: Critics' Choice shall pay WHV for the Video Devices
-------
which WHV manufactures or causes to have manufactured, in accordance with
the prices listed on Schedule "A" attached hereto which prices may increase
or decrease from
-7-
<PAGE>
time to time in WHV's sole discretion; provided, however, any aggregate
price increase shall be in direct proportion to those price increases incurred
by or passed back to WHV; and, provided further, WHV shall pass back to
Critics' Choice any price decrease which equals or exceeds fifteen percent
(15%) of the price(s) listed on Schedule "A".
(c) Delivery: Critics' Choice shall place orders for Video Devices
--------
in writing and WHV will attempt to deliver finished product within thirty
(30) days of receipt of Critics' Choice's order subject to the terms of
Paragraph 10. If WHV anticipates that WHV will not be able to fulfill any
such order in the quantities stated in such order, and within such thirty
(30) day time period, WHV will notify Critics' Choice of such delayed delivery,
including the approximate delivery dates, within twenty-one (21) days of
receipt of Critics' Choice's order. Any failure to deliver Video Devices
to Critics' Choice within such thirty (30) day time period shall not be
a breach hereof, and WHV shall not be obligated to fill any order for any
Video Software in a format which is not then being distributed by WHV in
that format for Home Video Exhibition.
(d) Shipment: WHV will ship the Video Devices F.O.B. Critics'
--------
Choice's warehouse located at 800 West Thorndale, Itasca, Illinois 60143.
WHV shall be obligated only to bulk ship the Video Devices to one destination
as stated herein; Critics' Choice will pay all costs of shipping. Critics'
Choice shall bear the cost of shipping, risk of loss and cost of insurance
for shipping to the destination designated by Critics' Choice as stated
above.
10. PAYMENT FOR VIDEO DEVICES: Payment for all Video Devices ordered
-------------------------
and shipped to Critics' Choice shall be made in accordance with the terms
of WHV's invoice(s) therefor, and pursuant to WHV's terms of sale in effect
at the time of invoicing. Unless otherwise stated, payment shall be made
by Critics' Choice within thirty (30) days of invoicing by WHV to Critics'
Choice. All orders are subject to Critics' Choice's maintaining good credit
as determined by WHV in WHV's sole discretion, and, in accordance therewith,
Critics' Choice shall provide to WHV credit information if so requested.
Critics' Choice shall pay all sales and other taxes, and any other costs,
associated with the sale and delivery of the Video Devices.
11. FULFILLMENT:
-----------
(a) Fulfillment Services: Critics' Choice shall be responsible
--------------------
for the fulfillment of all orders for Video Devices originating from Critics'
Choice's offer(s) to consumers to purchase the Video Software, and, in
connection therewith, Critics' Choice shall provide and be responsible for
implementing and maintaining all fulfillment services which are customary
in, and legally required by, the Direct Marketing Distribution of Video
Devices.
-8-
<PAGE>
(b) Exploitation: Except as stated to the contrary in this Agreement,
------------
Critics' Choice shall have the right to exploit the Video Devices of the
Audiovisual Works licensed hereby pursuant to the terms and conditions of
this Agreement; provided, however, Critics' Choice may use such methods,
policies and terms as it may determine, in its reasonable business judgment,
are necessary to exploit the Video Devices of the Audiovisual Works as herein
described.
(c) Indemnity for Fulfillment: Critics' Choice shall, at Critics'
-------------------------
Choice's sole expense, indemnify and hold WHV harmless from and against
any and all claims, costs, liabilities, obligations, judgments or damages
(including reasonable attorneys' fees) arising out of or in connection with
any suit, proceeding, claim or demand brought against WHV in connection with
Critics' Choice's fulfillment of, or failure to fulfill, all orders for
Video Devices embodying the Video Software.
12. ALL SALES FINAL: All sales to Critics' Choice shall be final and
---------------
Critics' Choice shall have no right to return to WHV any unsold or returned
Video Devices, except for defective Video Devices. Defective Video Devices
may be returned directly to the duplicator, West Coast Duplicating, Inc.
("West Coast") at 1961 Stearman Avenue, Hayward, California 94545, not more
frequently than semi-annually, at Critics' Choice's expense. Critics' Choice
shall provide WHV with a list of the titles returned to West Coast at the
time that the Video Devices are returned. West Coast shall check such Video
Devices which Critics' Choice believes are defective pursuant to its standard
quality control procedures. WHV will credit Critics' Choice for any Video
Device which is determined to contain a manufacturer's defect. All other
Video Devices shall be shipped back to Critics' Choice, at Critics' Choice's
expense. Critics' Choice shall pay WHV, within thirty (30) days of receipt
of an invoice, the cost of the quality control review in connection with
those Video Devices found not to contain manufacturer's defects, not to
exceed twenty five cents ($0.25) per unit.
13. TERMINATION AND POST-TERMINATION SALES:
--------------------------------------
(a) Sell Off Period: Subject to any restrictions to which Critics'
---------------
Choice may be subject, WHV agrees that during a period of six (6) months
after the expiration or earlier termination of this Agreement (the "Sell-Off
Period"), Critics' Choice may, in the same manner and to the same extent
as during the Term of this Agreement, advertise, distribute and sell Video
Software only if Critics' Choice has existing inventory of Video Devices
in excess of orders received before such termination date; provided, however,
Video Software which has been withdrawn pursuant to Paragraph 7 shall not
be subject to the terms of this Paragraph 13, or any of its subparts. With
respect to all other Video Software, Critics' Choice will continue to have
the right to purchase inventory, but only to the extent necessary to fulfill
orders received during the Term of the Agreement.
-9-
<PAGE>
(b) Payment of Royalties During Sell-Off Period: With respect
-------------------------------------------
to all Video Devices distributed during the Sell-Off Period, WHV shall be
paid royalties and rendered accounting statements with respect to such Video
Devices in the same manner and on the same dates as during the Term hereof;
provided, however, that Critics' Choice shall not be permitted to recoup
its advances from royalties payable to WHV during the Sell-Off Period (unless
the Agreement terminates as a result of WHV's breach of the Agreement).
(c) Repurchase of Inventory: Following the expiration of the Term
-----------------------
and Sell-Off Period, or earlier termination of this Agreement, Critics'
Choice shall notify WHV as to the number and type of Video Devices then
remaining on hand, and WHV may, at WHV's option, repurchase any such Video
Device(s), at the manufacturing cost paid by Critics' Choice for such Video
Devices plus reasonable shipping charges, or, at WHV's option, WHV may instruct
Critics' Choice to destroy such Video Devices. If any such Video Devices
are destroyed, Critics' Choice shall furnish to WHV an affidavit or certified
statement sworn to by an authorized officer of Critics' Choice. With respect
to any such Video Device purchased by WHV as aforesaid, notwithstanding
anything to the contrary contained in this Agreement, WHV will pay all excise
taxes and any other amounts payable in connection with the sale by Critics'
Choice to WHV of such Video Devices.
14. ROYALTY STATEMENTS:
------------------
(a) Quarterly Accounting Statements: Critics' Choice shall compute
-------------------------------
the royalties payable to WHV on a quarterly, calendar-year basis, and Critics'
Choice shall render an accounting statement to WHV within forty-five (45) days
following the end of each such quarterly accounting period, commencing on March
31, and continuing thereafter on June 30, September 30 and December 31. Each
such quarterly accounting statement shall be accompanied by payment of the
amounts due to WHV pursuant to such accounting statement. Each accounting
statement shall show, on a Title by Title basis, the number of Video Devices
distributed, the gross revenues invoiced therefor, the Net Paid Revenues,
including the amounts deducted, if any, from gross revenues, the royalties
earned, and the basis upon which the royalties have been calculated for the
immediately preceding three month period.
(b) Books and Records: Critics' Choice shall maintain accurate
-----------------
and complete books and records in accordance with generally accepted accounting
principles at Critics' Choice's principal place of business for a period
of two (2) years from and after the end of the Term of this Agreement, and
WHV shall have the right to examine such books and records at any time during
Critics' Choice's normal business hours upon reasonable notice.
-10-
<PAGE>
15. AUDIT:
-----
(a) Right of Audit: WHV shall have the right to examine such books
and records at the location described in Subparagraph 14.(b), and to make
copies thereof and extract excerpts therefrom, at any time during normal
business hours for the purpose of verifying the accuracy of the quarterly
accounting and royalty statements. This right of audit shall exist for the
period of two (2) years from and after WHV receives any such statement and
shall survive the Term of this Agreement.
(b) Statement Binding: Unless WHV objects to a statement as described
-----------------
below, all accounting statements rendered to WHV shall become conclusively
binding on WHV at the end of the two (2) year period described above. WHY
shall have the right to audit Critics' Choice's books for the period of
time covered by the statement.
(c) Objections: If WHV has any objections to a statement rendered
----------
pursuant hereto, WHV shall give Critics' Choice specific notice in writing
of the objection within two (2) years after WHV either receives the
objectionable accounting entry pursuant to a regularly conducted audit,
whichever is later. WHV shall, at WHV's option, commence an audit with respect
to any such objection within the two (2) year period referred to herein,
or within one (1) year from the notice stating the objection, whichever
is later.
(d) Underpayment: If WHV discovers an underpayment by Critics'
------------
Choice, then Critics' Choice shall immediately pay WHV all sums due and owing
with interest thereon at the prime rate of interest plus two percent (2%)
during the period of time such sums were due and owing, but were not paid,
to WHV. If there is a discrepancy in connection with such underpayment of
more than ten percent (105), then Critics' Choice shall reimburse WHV for
all costs of the audit.
16. REPRESENTATIONS AND WARRANTIES:
------------------------------
(a) WHV's Representations and Warranties: WHV warrants, represents,
------------------------------------
covenants and agrees that:
(i) WHV has the right and power to enter into and fully perform
this Agreement, including the right to grant to Critics' Choice the rights
as provided for hereunder; and
(ii) To the best of WHV's knowledge, there is no litigation,
proceeding or claim pending or threatened pertaining to the Video Software
which may materially affect WHV's rights in and to the Video Software, or
the works and performances embodied thereon, the copyrights pertaining thereto,
or the rights, licenses and privileges granted to Critics' Choice pursuant
to this Agreement.
-11-
<PAGE>
(b) Critics' Choice Representations and Warranties: Critics' Choice
----------------------------------------------
warrants, represents, covenants and agrees that:
(i) Critics' Choice has the right, power and authority to
enter into and fully perform this agreement;
(ii) Critics' Choice shall comply with all credit, trademark
and copyright obligations;
(iii) Critics' Choice shall maintain accurate books of accounts
in connection with all distribution and sales pursuant to this Agreement,
including without limitation, the information required in order to comply
with the terms of Paragraph 14;
(iv) Critics' Choice is not now, nor during the Term of this
Agreement shall Critics' Choice be, under any obligation, contractual or
otherwise, to any other person, firm, or corporation that conflicts, interferes
or is inconsistent with any of the provisions of this Agreement or any of
the rights granted to Critics' Choice hereunder;
(v) Critics' Choice shall not advertise or promote the Video
Software in a manner which is disparaging of the Titles licensed hereby,
including with limit, the persons and/or the entities associated therewith,
or of WHV, WHV's affiliated companies, or WHV's employees, officers and
directors;
(vi) to the best of Critics' Choice's knowledge, there is
no litigation, proceeding or claim pending or threatened against Critics'
Choice which may materially affect Critics' Choice's right to enter into
and perform this Agreement;
(vii) Critics' Choice shall not edit, modify or couple any
other Video software devices with any of WHV's Video Devices; and
(viii) Critics' Choice shall not pledge, mortgage or in any
way encumber, or permit any pledge, mortgage or encumbrance of this Agreement,
the Video Software or Video Devices, or any other materials delivered pursuant
to this Agreement.
17. INDEMNITY: Each party will at all times indemnify (the "Indemnitor")
---------
and hold harmless the other party (the "Indemnitee"), and any of its employees,
subsidiaries, affiliated or related companies, from and against any and
all claims, damages, liabilities, costs and expenses, including legal expenses
and reasonable attorney's fees, arising out of any breach by the Indemnitor
of any warranty, representation, covenant or agreement made by the Indemnitor
pursuant to this Agreement. Prompt notice will be given by the Indemnitee
to the Indemnitor of any claim to which this indemnity relates and the
-12-
<PAGE>
Indemnitor shall have the right, at the Indemnitor's expense, to assume the
handling, settlement or defense of such claim, including the hiring of
attorneys. The Indemnitee shall cooperate with the Indemnitor in the defense and
settlement of any such claim or litigation. The Indemnitor will reimburse the
Indemnitee on demand for any payment made at any time after the date hereof with
respect to any liability or claim to which the Indemnitee is entitled to be
indemnified, provided that no such payment shall be made without the consent of
the Indemnitor, which consent shall not be unreasonably withheld. The warranties
made pursuant to Paragraph 16, and this within mutual indemnification, shall
survive the expiration or earlier termination of this Agreement.
18. BREACH AND CURE: Neither party shall be entitled to recover damages
---------------
or terminate this Agreement by reason of any breach by the other party of
any material obligation(s) hereunder unless such other party has failed
to remedy such breach within thirty (30) days following receipt of written
notice of such breach.
19. ASSIGNMENT: WHV shall have the right to assign this Agreement
----------
in whole or in part to an affiliate of: (i) WHV, (ii) Time Warner, Inc.
or (iii) MGM/UA Home Entertainment. Critics' Choice may not assign this
Agreement without WHV's prior written consent, which shall not be unreasonably
withheld.
20. NOTICES:
-------
(a) Method of Notice: Except as otherwise specifically provided
----------------
for herein, all notices hereunder shall be in writing and shall be given
by personal delivery, registered or certified mail, or telegraph (prepaid),
or telecopier with a copy sent by mail as provided for herein, at the
respective addresses set forth below, or such other address or addresses
as may be designated by either party by notice sent in accordance with the
terms of this Paragraph. Such notices shall be deemed given when mailed,
telecopies or delivered to a telegraph office, except that notice of change
of address shall be effective only from the date of its receipt.
(b) Addresses: Each notice shall be sent to Critics' Choice at
---------
800 West Thorndale, Itasca, Illinois 60143, ATTN: Herb Laney, President,
with a copy to: Senior Vice President, General Counsel, at 680 North Lakeshore
Drive, Chicago, Illinois 60611. Each notice shall be sent to WHV at 4000
Warner Boulevard, Burbank, California 91522, ATTN: Vice President, Operations,
Warner Home Video, with a copy to: General Counsel, Warner Home Video, at
the address set forth herein.
21. FORCE MAJEURE: IF, because of acts of God, inevitable accident,
-------------
fire, lockout, strike or other labor dispute, riot or civil commotion, act
of public enemy, enactment, rule, order, or act of any governmental or
governmental instrumentality (whether
-13-
<PAGE>
federal, state, local or foreign), failure of technical facilities, failure or
delay of transportation facilities, or other cause of a similar or different
nature not reasonably with WHV's or Critics' Choice's control, WHV or Critics'
Choice is materially hampered in the manufacture, distribution or sale of the
Video Devices or otherwise in the performance of WHV's or Critics' Choice's
respective obligations hereunder, then, for the duration of such contingency or
for a period of six (6) months, whichever is shorter, either party may suspend
or terminate this Agreement by providing written notice to the other to such
effect. Nothing contained herein shall affect Critics' Choice's obligation under
this Agreement to account to WHV and to pay royalties due to WHV pursuant to
this Agreement.
22. ENTIRE AGREEMENT: This Agreement contains the entire understanding
----------------
of the parties hereto relating to the subject matter hereof and cannot be
changed or modified except by a separate written document executed by both
parties hereto.
23. WAIVER: A waiver by either party of any term or condition of this
------
Agreement in any instance shall not be deemed or construed as a waiver of
such term or condition for the future, or of any subsequent breach thereof.
All remedies, rights, undertakings, obligations and agreements contained
in this Agreement shall be cumulative, and none of them shall be in limitation
of any other remedy, right, undertaking, obligation or agreement of either
party.
24. RELATIONSHIP OF PARTIES: Each of the parties hereto shall have
-----------------------
the status of an independent contractor with respect to the other party,
and nothing stated hereinabove shall be deemed to create between the parties
a relationship of agency, employer and employee, partnership or similar
relationship.
25. GOVERNING LAW: This Agreement shall be construed by and interpreted
-------------
in accordance with the laws of the State of California applicable to agreements
executed and intended to be wholly performed in the State of California.
Any action or proceeding arising out of this Agreement shall be instituted
and tried only in the courts located in California and both parties hereby
waive any right to institute or try any action or proceeding elsewhere with
respect to the subject matter hereof.
26. HEADINGS: The Paragraph and other headings contained in this
--------
Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.
27. SEVERABILITY: The invalidity or unenforceability of any provision
------------
of this Agreement shall in no way affect the validity or enforceability
of any other provision of this Agreement, to the extent such is possible
and to the extent such is not material to the performance by either party
to this Agreement.
-14-
<PAGE>
28. CONFIDENTIALITY: All the terms and conditions of this Agreement
shall remain confidential, and not public statement or other public
announcement regarding this Agreement, in whole or in part, shall be released,
issued or made without the prior mutual written approval of both Critics'
Choice and WHV, except as may be required by law.
Very truly yours,
WARNER HOME VIDEO, a Division ACCEPTED AND AGREED TO:
of Time Warner Entertainment CRITICS' CHOICE VIDEO, INC.
Company, L.P.
/s/ James Carowell /s/ Herbert M. Laney
By:__________________________ By:__________________________
James Carowell Herbert M. Laney
Name:________________________ Name:________________________
Exec. Vice President President
Its:_________________________ Its:_________________________
2/22/94 2/15/94
Date:________________________ Date:________________________
-15-
<PAGE>
EXHIBIT "A"
PRICES
(See attached)
Exhibit "A"
-1-
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL. STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ----------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV200180 FOR YOUR EYES ONLY VHS GOLD $3.47 $0.00 $0.00 $0.30 $3.65
MV200181 FRENCH LTS WOMAN VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV200240 MAN OF LA MANCHA VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV200249 ROCKY VHS $3.46 $0.08 $0.00 $0.00 $3.54
MV200250 ROCKY II VHS $3.46 $0.00 $0.00 $0.00 $3.54
MV200251 ANNIE HALL VHS SILVER $2.96 $0.08 $0.00 $0.45 $3.49
MV200252 PINK PANTHER STRIKES AGAIN VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV200261 CARRIE $3.15 $0.00 $0.00 $0.00 $3.15
MV200293 WARGAMES VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV200294 OCTOPUSSY VHS GOLD $3.58 $0.08 $0.00 $0.30 $3.96
MV200313 YENTL VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV200423 200 MOTELS VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV200482 LAST WALTZ, THE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV200588 DRAUGHTSMAN'S CONTRACT, THE VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV200663 HOW SUCCEED BUSINESS VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV200666 JACK GIANT KILLER VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV200751 XX JOURNEY CENTER EARTH VHS $2.21 $0.00 $0.00 $0.53 $2.74
MV200752 XX ROBINSON CRUSOE-CARTOON VHS $2.21 $0.00 $0.00 $0.53 $2.74
MV200784 XX ADVENTURES OF SINBAD-CARTOON VHS $2.21 $0.00 $0.00 $0.53 $2.74
MV200785 XX MOBY DICK-CARTOON VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV200854 XX CONNECTICUT YANK-CARTOON VHS $2.70 $0.00 $0.00 $0.53 $3.23
MV200896 XX LEGEND ROBIN HOOD-CARTOON VHS $2.21 $0.00 $0.00 $0.53 $2.74
MV200898 XX PRINCE PAUPER-CARTOON VHS $2.21 $0.00 $0.00 $0.53 $2.74
MV200899 XX ORBOTS: MASTER OF WORLD VHS $2.21 $0.00 $0.00 $0.53 $2.74
MV200900 XX FROM EARTH TO MOON VHS $2.21 $0.00 $0.00 $0.53 $2.74
MV200910 CLOUSEAU NAPOLEON VHS $1.91 $0.00 $0.00 $0.53 $2.44
MV200911 ANT FROM UNCLE VHS $1.91 $0.00 $0.00 $0.53 $2.44
MV200912 XX TIJUANA-GO CROAK VHS $1.91 $0.00 $0.00 $0.53 $2.44
MV200913 XX MISTERJAW-MONSTER VHS $1.91 $0.00 $0.00 $0.53 $2.44
MV200914 ROLAND & RATFINK VHS $1.91 $0.00 $0.00 $0.53 $2.44
MV200946 TWO FOR THE SEESAW VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV200947 CHILDREN'S HOUR VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV201044 XX MYSTERIOUS ISLAND VMS $2.21 $0.00 $0.00 $0.53 $2.74
MV201045 XX SWISS FAMILY ROBIN VHS $2.30 $0.00 $0.00 $0.00 $2.30
MV201046 XX KIDNAPPED VHS $2.21 $0.00 $0.00 $0.53 $2.74
MV201047 XX TRAVEL MARCO POLO VHS $2.21 $0.00 $0.00 $0.53 $2.74
MV201077 GALAXY BEING VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201080 XX OFF ON A COMET VHS $2.31 $0.00 $0.00 $0.53 $2.84
MV201090 100 DAYS OF DRAGON VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201091 MAN WITH THE POWER VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201104 XX APE SUZETTE VHS $1.91 $0.00 $0.00 $0.53 $2.44
MV201112 XX TALES WASH IRVING VHS $2.21 $0.00 $0.00 $0.53 $2.74
MV201122 SUPPORT YOUR LOCAL GUNFIGHTER $3.05 $0.00 $0.00 $0.00 $3.05
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL. STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ----------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV201167 FORMS THINGS UNKNOWN VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201168 SIXTH FINGER, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201169 INHERITORS, THE 1&2 VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201219 SEMI-TOUGH VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV201245 DOGS OF WAR, THE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201257 GREAT ESCAPE, THE VHS DBLCPA $5.76 $0.00 $0.00 $0.45 $6.21
MV201259 MECHANIC, THE SILVER $3.09 $0.00 $0.00 $0.45 $3.54
MV201260 THOMAS CROWN AFFAIR, THE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201261 KEEPER PURPLE TWILIGHT VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201262 DEMON W/GLASS HND VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201263 ZANTI MISFIT, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201265 IN HEAT OF NIGHT VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV201266 WESTSIDE STORY VHS $4.85 $0.08 $0.00 $0.00 $4.93
MV201268 MAGNIFICENT SEVEN VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV201272 FISTFUL OF DOLLARS VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201288 SMILE VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV201290 WHERE LILIES BLOOM VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201305 THIEF VHS SILVER $3.47 $0.00 $0.00 $0.45 $3.92
MV201306 WHO'LL STOP T/RAIN VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV201307 APARTMENT, THE VHS SILVER $3.56 $0.00 $0.00 $0.00 $3.56
MV201320 FIDDLER ON THE ROOF VHS DBLCPR $5.96 $0.00 $0.00 $0.45 $6.49
MV201322 RAGING BULL VHS SILVER $3.47 $0.00 $0.00 $0.45 $3.92
MV201323 BUGS BUNNY SUPERSTAR VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201330 HAIR VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV201370 ALICES RESTAURANT VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV201374 DANGER ZONE, THE VHS $2.61 $0.00 $0.00 $0.00 $2.61
MV201392 THUNDERBOLT LIGHTFOOT VHS SILVER F $3.27 $0.00 $0.00 $0.45 $3.72
MV201396 SOLDIER, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201399 HANG EM HIGH VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201401 DR NO VHS GOLD $3.23 $0.08 $0.00 $0.30 $3.61
MV201402 FROM RUSSIA W/LOVE VHS GOLD $3.27 $0.08 $0.00 $0.30 $3.65
MV201403 GOLDFINGER $3.23 $0.08 $0.00 $0.30 $3.61
MV201404 THUNDERBALL VHS GOLD $3.58 $0.00 $0.00 $0.30 $3.96
MV201405 YOU ONLY LIVE TWICE VHS GOLD $3.37 $0.00 $0.00 $0.30 $3.75
MV201406 DIAMONDS ARE FOREVER VHS GOLD $3.37 $0.08 $0.00 $0.30 $3.75
MV201409 LONG GOODBYE, THE VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV201418 LIVE AND LET DIE VHS GOLD $3.47 $0.08 $0.00 $0.30 $3.85
MV201419 MAN W/GOLDEN GUN VHS GOLD $3.47 $0.08 $0.00 $0.30 $3.85
MV201420 ON MAJESTY SECRET SVCE VHS GOLD $4.30 $0.08 $0.00 $0.30 $4.68
MV201421 SPY WHO LOVED ME VHS GOLD $3.47 $0.00 $0.00 $0.30 $3.05
MV201422 MOONRAKER VHS GOLD $3.47 $0.00 $0.00 $0.30 $3.85
MV201423 INVISIBLE ENEMY, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201424 MAN WAS NEVER BORN VHS $2.40 $0.00 $0.00 $0.00 $2.40
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL. STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ----------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV201429 NIGHTMARE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201444 633 SQUADRON VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201446 SHOT IN THE DARK VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201448 REVENGE PINK PANTHER VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201454 ROLLING STNE 20YRS VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201457 INVISIBLES, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201461 SPECIMIN: UNKNOWN VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201462 ARCHITECTS OF FEAR VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201463 SLEEPER VHS SILVER $2.92 $0.00 $0.00 $0.45 $3.37
MV201466 HOW MURDER YOUR WIFE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201480 FUN AND GAMES VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201481 O.B.I.T. VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201490 RUSSIANS ARE COMING VHS SILVER $3.47 $0.00 $0.00 $0.45 $3.92
MV201507 CUBA $3.46 $0.00 $0.00 $0.00 $3.46
MV201532 TOWER OF LONDON $0.00 $0.00 $0.00 $0.00 $0.00
MV201533 BRIDGE AT BEMAGEN, THE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201557 DEFIANT ONES SILVER $3.06 $0.00 $0.00 $0.45 $3.51
MV201559 BREAKHART PASS VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201562 KING OF HEARTS--LTRBX VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201572 FEASIBILITY STUDY VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201573 CORPUS EARTHLING VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201574 DO NOT OPEN DOOMSDAY VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201575 BELLERO SHIELD, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201576 COLD HANDS WARM HEART VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201577 FOR FEW DOLLARS MORE VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV201580 LA CAGE AUX FOLLES VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201581 COLD TURKEY VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201582 IRMA LA DOUCE VHS $4.39 $0.00 $0.00 $0.00 $4.39
MV201583 WHERE'S POPPA VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV201584 PARTY, THE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201596 MUTANT, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201597 MOONSTONE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201598 BEHOLD, ECKI VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201604 BLACK STALLION, THE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201606 IT! TERROR FROM BEYOND VHS $2.79 $0.00 $0.00 $0.00 $2.79
MV201618 HOLE IN THE HEAD, A VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV201630 BY LOVE POSSESSED $3.36 $0.00 $0.00 $0.00 $3.36
MV201631 WAY WEST, THE $3.46 $0.00 $0.00 $0.00 $3.46
MV201632 DAIRY OF A MADMAN $0.00 $0.00 $0.00 $0.00 $0.00
MV201636 HONEY POT, THE $3.67 $0.00 $0.00 $0.00 $3.67
MV201637 TOYS IN THE ATTIC $3.05 $0.00 $0.00 $0.00 $3.05
MV201643 MOBY DICK VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201647 CHITTY CHITTY BANG VHS $4.54 $0.00 $0.00 $0.00 $4.54
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL. STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ----------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV201649 INHERIT THE WIND VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV201650 MISFITS, THE VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV201701 PINK CHRISTMAS, A VHS $1.05 $0.00 $0.00 $0.00 $1.85
MV201702 YOURS, MINE & OURS VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV201704 KILLING, THE VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV201713 CHAMELEON (OUTER LIMITS) VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201714 TOURIST ATTRACTION VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201724 RED RIVER VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV201734 MOULIN ROUGE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201750 IT CRAWLD/WOODWORK VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201764 BANANAS VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV201765 LOVE AND DEATH VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV201770 BRANNIGAN VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV201771 LEGEND OF THE LOST VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV201772 HORSE SOLDIERS VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201808 BORDERLAND, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201809 HUMAN FACTOR, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201810 MICE, THE VHS $2.40 $0.00 $0.00 $0.50 $2.40
MV201811 CONTROLLED EXPRMNT VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201829 ZZZZZZZ VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201830 CHILDREN SPIDER COUNTY VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201831 SECOND CHANCE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201832 GUESTS, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201833 SPECIAL ONE, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201834 PRODUCTION/DECAY VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201863 TOM SAWYER VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201864 BLACK STALLION RETURNS VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202000 HOUND OF THE BASKERVILLES $3.01 $0.00 $0.00 $0.00 $3.01
MV202006 CHATO'S LAND VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202009 KHARTOUM VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV202012 WHITE BUFALO, THE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202015 VERA CRUZ VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202031 SUPPORT LOCAL SHERIFF VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202033 SCALPHUNTERS, THE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202034 CRY OF SILENCE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV202035 EXPANDING HUMAN VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV202041 VIEW TO A KILL VHS GOLD $3.58 $0.08 $0.00 $0.30 $3.96
MV202059 MAN OF THE WEST VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202060 APACHE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202062 WOLF 359 VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV202063 I ROBOT VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV202078 ROAD TO HONG KONG VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202079 WHAT'S NEW PUSSYCAT VHS $3.22 $0.00 $0.00 $0.00 $3.22
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL. STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ----------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV202084 ROCKY IV VHS $3.05 $0.08 $0.00 $0.53 $3.13
MV202086 ROCKY III VHS $3.19 $0.08 $0.00 $0.00 $3.27
MV202087 DUPLICATE MAN, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV202088 COUNTERWEIGHT VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV202106 EVERYTHING SEX VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202115 FORTUNE COOKIE VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV202116 BAREFOOT CONTESSA VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV202117 BRAIN COLONEL BARHAM VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV202118 PREMONITION, THE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV202121 PROBE (OUTER LIMITS) VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV202133 RUN SILENT RUN DEEP VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202251 KISS ME DEADLY VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202258 FUNNY THING WAY FORUM VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202266 GALLANT HOURS, THE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV202267 ON THE BEACH VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV202269 BIRDMAN OF ALCATRAZ VHS $4.54 $0.00 $0.00 $0.00 $4.54
MV202326 BRIDE WORE BLACK VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202327 BURN VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV202328 FELLINI'S ROMA VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV202329 LA CAGE AUX FOLLES II VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202330 MISSISSIPPI MERMAID VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202331 MUSIC LOVERS, THE VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV202332 SMALL CHANGE VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202333 STORY OF ADELE H. $3.15 $0.00 $0.00 $0.45 $3.15
MV202334 XX/NA VERONICA VOSS $3.22 $0.00 $0.00 $0.00 $3.22
MV202335 WILD CHILD $3.01 $0.00 $0.00 $0.00 $3.01
MV202359 GARBO TALKS VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202361 HOSPITAL, THE $3.19 $0.00 $0.00 $0.00 $3.19
MV202362 KISS ME STUPID $3.56 $0.00 $0.00 $0.00 $3.56
MV202363 NIGHT THEY RAIDED MINSKY'S $3.15 $0.00 $0.00 $0.00 $3.15
MV202365 THOUSAND CLOWNS, A $3.36 $0.00 $0.00 $0.00 $3.36
MV202370 KING AND FOUR QUEENS $2.96 $0.00 $0.00 $0.00 $2.96
MV202414 DEVIL'S BRIGADE, THE VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV202432 NOOSE HANGS HIGH, THE $2.85 $0.00 $0.00 $0.00 $2.85
MV200433 DANCE WITH ME-CC $2.96 $0.00 $0.00 $0.00 $2.96
MV202510 FUGITIVE KIND, THE VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV202511 TRAIN, THE VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV202512 TOMORROW IS FOREVER $3.19 $0.00 $0.00 $0.00 $3.19
MV202517 WITNESS FOR PROSECUTION VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV202542 BILLIE $3.01 $0.00 $0.00 $0.00 $3.01
MV202595 MAGIC SWORD, THE VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV202638 DEVIL'S DISCIPLE VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV202639 NAKED EDGE, THE VHS $3.15 $0.00 $0.00 $0.00 $3.15
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ---------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV202640 NOT AS A STRANGER VHS $4.23 $0.00 $0.00 $0.00 $4.23
MV202642 PRESSURE POINT VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV292643 RANCHO DELUXE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202645 KENTUCKIAN, THE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202646 PRIDE AND THE PASSION, THE $3.67 $0.00 $0.00 $0.00 $3.67
MV202647 TRAPEZE $3.22 $0.00 $0.00 $0.00 $3.22
MV202695 BOY DID I GET A WRONG NUMBER $3.15 $0.00 $0.00 $0.00 $3.15
MV202717 RED STAR ONE (J BOND JR) VHS $1.85 $0.00 $0.00 $0.00 $1.85
MV202718 GOLDIE GOLD SCAM (BOND JR) VHS $1.05 $0.00 $0.00 $0.00 $1.85
MV202721 BEGINNING (J BOND JR) VHS $1.85 $0.00 $0.00 $0.00 $1.85
MV202722 RACE AGAINST DISASTER (J BOND JR) VHS $1.85 $0.00 $0.00 $0.00 $1.85
MV202723 DANCE TOREADORS (J BOND JR) VHS $1.85 $0.00 $0.00 $0.00 $1.85
MV202726 DR NO (REMASTERED) VHS $3.32 $0.08 $0.00 $0.00 $3.40
MV202727 GOLDFINDER (REMASTERED) VHS $3.23 $0.08 $0.00 $0.65 $3.96
MV202728 FROM RUSSION W/LOVE (REMAST) VHS $3.36 $0.08 $0.00 $0.00 $3.44
MV202729 THUNDERBALL (REMASTERED) VHS $3.58 $0.08 $0.00 $0.65 $4.31
MV202730 YOU ONLY LIVE TWICE (REMASTERED) VHS $3.27 $0.08 $0.00 $0.65 $4.00
MV202731 ON MAJESTY SECRETS - REMAST VHS $4.30 $0.08 $0.00 $0.65 $5.03
MV202732 DIAMONDS ARE FOREVER - REMAS VHS $3.37 $0.08 $0.00 $0.65 $4.10
MV202733 LIVE AND LET DIE (REVISED) VHS $3.37 $0.08 $0.00 $0.65 $4.10
MV202734 MAN W/GOLDEN GUN (REVISED) VHS $3.47 $0.08 $0.00 $0.65 $4.20
MV202735 SPY WHO LOVED ME (REVISED) VHS $3.47 $0.08 $0.00 $0.65 $4.20
MV202736 MOONRAKER (REVISED) VHS $3.47 $0.08 $0.00 $0.65 $4.20
MV202737 FOR YOUR EYES ONLY (REVISED) VHS $3.47 $0.08 $0.00 $0.65 $4.20
MV202738 OCTOPUSSY (REVISED) VHS $3.58 $0.08 $0.00 $0.65 $4.31
MV202739 VIEW TO A KILL, A (REVISED) VHS $3.58 $0.08 $0.00 $0.65 $4.31
MV202741 EIFFEL MISSILE (J BOND JR) VHS $1.85 $0.00 $0.00 $0.00 $1.85
MV202742 NO SUCH LOCH (J BOND JR) VHS $1.85 $0.00 $0.00 $0.00 $1.85
MV202743 CHILLING AFFAIR (J BOND JR) VHS $1.85 $0.00 $0.00 $0.00 $1.85
MV202764 AMERICAN NINJA #3 VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202765 CYBORG $3.01 $0.00 $0.00 $0.00 $3.01
MV202767 DREAMCHILD $3.05 $0.00 $0.00 $0.00 $3.05
MV202770 CRACKHOUSE $3.05 $0.00 $0.00 $0.00 $3.05
MV202772 BELLMAN AND TRUE $3.46 $0.00 $0.00 $0.00 $3.46
MV202773 FIVE CORNERS $3.05 $0.00 $0.00 $0.00 $3.05
MV202775 TRACK 29 $3.05 $0.00 $0.00 $0.00 $3.05
MV202786 PASSION OF ANNA $3.19 $0.00 $0.00 $0.00 $3.19
MV202788 SHAME $3.19 $0.00 $0.00 $0.00 $3.19
MV202789 PERSONA $2.96 $0.00 $0.00 $0.00 $2.96
MV202791 GREEN ROOM $3.15 $0.00 $0.00 $0.00 $3.15
MV202800 EMPEROR'S NEW CLOTHES VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV202801 LITTLE RED RIDING HOOD VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV202802 SLEEPING BEAUTY VHS $3.05 $0.00 $0.00 $0.00 $3.05
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL. STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ----------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV202814 TEACHERS $3.22 $0.00 $0.00 $0.00 $3.22
MV202815 ROMANTIC COMEDY $3.19 $0.00 $0.00 $0.00 $3.19
MV202860 CHARLIE CHAN IN THE SECRET SERVICE $2.61 $0.00 $0.00 $0.00 $2.61
MV202861 CHARLIE CHAN-SHANGHAI COBRA $2.73 $0.00 $0.00 $0.00 $2.73
MV202862 CHARLIE CHAN-MEETING AT MIDNIGHT $2.73 $0.00 $0.00 $0.00 $2.73
MV202863 CHARLIE CHAN-JADE MASK $2.73 $0.00 $0.00 $0.00 $2.73
MV202864 CHARLIE CHAN-SCARLET CLUE $2.73 $0.00 $0.00 $0.00 $2.73
MV202876 WORLD OF HENRY ORIENT, THE $3.22 $0.00 $0.00 $0.00 $3.22
MV202910 WHAT'S THE MATTER W/HELEN VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202913 BEAUTY AND THE BEAST $2.05 $0.00 $0.00 $0.00 $2.85
MV202934 HOUR OF THE WOLF $3.01 $0.00 $0.00 $0.00 $3.01
MV202938 PINK PANTHER'S LAUGH FESTIVAL $2.20 $0.00 $0.00 $0.00 $2.20
MV202939 PINK PANTHER'S COMIC CAPERS $2.20 $0.00 $0.00 $0.00 $2.20
MV202940 PINK PANTHER'S CARTOON CALVALCADE $2.10 $0.00 $0.00 $0.00 $2.10
MV202941 PINK PANTHER ON PARADE $2.10 $0.00 $0.00 $0.00 $2.10
MV202942 PINK PANTHER'S GREATEST HITS $2.20 $0.00 $0.00 $0.00 $2.20
MV202943 PINK PANTHER'S ZANIEST ADVENTURES $2.10 $0.00 $0.00 $0.00 $2.10
MV202949 SHAKE HANDS WITH THE DEVIL $1.85 $0.00 $0.00 $0.00 $1.85
MV202957 DUEL AT DIABOLO $3.22 $0.00 $0.00 $0.00 $3.22
MV202958 INVITATION TO A GUNFIGHTER $3.05 $0.00 $0.00 $0.00 $3.05
MV202960 LAWMAN $3.15 $0.00 $0.00 $0.00 $3.15
MV202961 VALDEZ IS COMING $3.05 $0.00 $0.00 $0.00 $3.05
MV202962 MAN WHO LOVED WOMEN, THE $3.36 $0.00 $0.00 $0.00 $3.36
MV203008 RED PLANET MARS $0.00 $0.00 $0.00 $0.00 $0.00
MV203009 MONSTER THAT CHALLENGED THE WORLD $0.00 $0.00 $0.00 $0.00 $0.00
MV203010 RETURN OF DRACULA $0.00 $0.00 $0.00 $0.00 $0.00
MV203026 ONE MAN'S WAY $3.22 $0.00 $0.00 $0.00 $3.22
MV203030 CALL ME BWANA $3.19 $0.00 $0.00 $0.00 $3.19
MV203033 STARDUST MEMORIES $3.01 $0.00 $0.00 $0.00 $3.01
MV203034 AFTER THE FOX $3.19 $0.00 $0.00 $0.00 $3.19
MV203039 ALONG CAME JONES $3.05 $0.00 $0.00 $0.00 $3.05
MV203040 CASANOVA BROWN $3.05 $0.00 $0.00 $0.00 $3.05
MV203043 RETURN TO PARADISE $3.01 $0.00 $0.00 $0.00 $3.01
MV203045 BUONA SERA, MRS. CAMPBELL $3.32 $0.00 $0.00 $0.00 $3.32
MV203046 IF ITS TUE/MUST BE BELGIU $3.15 $0.00 $0.00 $0.00 $3.15
MV203056 CAST A GIANT SHADOW $4.24 $0.00 $0.00 $0.00 $4.24
MV203058 PARIS BLUES $3.15 $0.00 $0.00 $0.00 $3.15
MV203068 ACROSS 110TH STREET $3.15 $0.00 $0.00 $0.00 $3.15
MV203069 LAST EMBRACE $3.15 $0.00 $0.00 $0.00 $3.15
MV203071 MARTIN'S DAY $3.15 $0.00 $0.00 $0.00 $3.15
MV203072 HOLCROFT COVENANT, THE $3.32 $0.00 $0.00 $0.00 $3.32
MV203073 KEATON'S COP $3.15 $0.00 $0.00 $0.00 $3.15
MV203076 WILD GEESE II $3.56 $0.00 $0.00 $0.00 $3.56
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ---------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV203077 COPS AND ROBBERS $3.01 $0.00 $0.00 $0.00 $3.01
MV203079 COTTON COMES TO HARLEM $3.15 $0.00 $0.00 $0.00 $3.15
MV203087 FOXES $3.19 $0.00 $0.00 $0.00 $3.19
MV203088 FROM NOON TIL THREE $3.15 $0.00 $0.00 $0.00 $3.15
MV203102 END, THE $3.15 $0.00 $0.00 $0.00 $3.15
MV203105 FUZZ $3.05 $0.00 $0.00 $0.00 $3.05
MV203107 GERONIMO $3.19 $0.00 $0.00 $0.00 $3.19
MV203112 HAPPY BIRTHDAY, GEMINI $3.22 $0.00 $0.00 $0.00 $3.22
MV203117 HOODLUM PRIEST, THE $3.19 $0.00 $0.00 $0.00 $3.19
MV203118 HOUR OF THE GUN $3.19 $0.00 $0.00 $0.00 $3.19
MV203122 INDIAN FIGHTER, THE $3.01 $0.00 $0.00 $0.00 $3.01
MV203136 ORGANIZATION, THE $3.19 $0.00 $0.00 $0.00 $3.19
MV203137 OUTSIDE MAN, THE $3.19 $0.00 $0.00 $0.00 $3.19
MV203154 SCORPIO $3.22 $0.00 $0.00 $0.00 $3.22
MV203163 STAY HUNGRY $3.15 $0.00 $0.00 $0.00 $3.15
MV203164 THEY CALL ME MR. TIBBS $3.22 $0.00 $0.00 $0.00 $3.22
MV203167 NAVAJO JOE $3.05 $0.00 $0.00 $0.00 $3.05
MV203168 NED KELLY $3.19 $0.00 $0.00 $0.00 $3.19
MV203169 WHAT DID YOU DO IN THE WAR DADDY? $3.36 $0.00 $0.00 $0.00 $3.36
MV203170 JOE $3.22 $0.00 $0.00 $0.00 $3.22
MV203171 SECRET OF THE ICE CAVE $3.22 $0.00 $0.00 $0.00 $3.22
MV203172 SLUMBER PARTY $3.01 $0.00 $0.00 $0.00 $3.01
MV203173 SWAP, THE $2.96 $0.00 $0.00 $0.00 $2.96
MV203848 SOME LIKE IT HOT VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV203849 PINK PANTHER, THE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV203855 POCKETFUL OF MIRACLES VHS $4.23 $0.00 $0.00 $0.00 $4.23
MV203900 CHARLIE CHAN--CHINESE CAT $2.73 $0.00 $0.00 $0.00 $2.73
MV203988 NAMU, THE KILLER WHALE $3.01 $0.00 $0.00 $0.00 $3.01
MV203989 HUCKLEBERRY FINN (1974) $3.36 $0.00 $0.00 $0.00 $3.36
MV204524 BLOOD ON SATAN'S CLAW $3.15 $0.00 $0.00 $0.00 $3.15
MV204525 CRUCIBLE OF HONOR $3.05 $0.00 $0.00 $0.00 $3.05
MV204526 DRACULA'S LAST RITES $3.01 $0.00 $0.00 $0.00 $3.01
MV204612 JACKIE ROBINSON STORY, THE $2.85 $0.00 $0.00 $0.00 $2.85
MV300262 ROLLERBALL VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV300302 XX/NA MOTOWN 25 $3.56 $0.00 $0.00 $0.00 $3.56
MV300337 F.I.S.T. SILVER $4.30 $0.00 $0.00 $0.45 $4.75
MV300481 PINK PANTHER: PINKABOO VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV300541 PINK PANTHER: FLY IN PINK VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV300542 PINK PANTHER--TICKLED PINK VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV300632 XX/NA LASSIE'S GREAT ADV VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV300643 KOOKY CLASSICS* VHS $2.31 $0.00 $0.00 $0.53 $2.84
MV300688 HOLLYWOOD CLOWNS VHS $2.21 $0.00 $0.00 $0.43 $2.64
MV300691 XX HAVE I GOT STORY* VHS $2.40 $0.00 $0.00 $0.53 $2.93
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ---------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV300710 XX/NA MITCH MILLER HOLIDAYS VHS $2.31 $0.00 $0.00 $0.43 $2.74
MV300729 XX/NA MAGIC OF LASSIE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV300734 ODDS ARE VHS $2.40 $0.00 $0.00 $0.53 $2.93
MV300744 STUDS LONIGAN VHS $3.06 $0.00 $0.00 $0.53 $3.59
MV300750 XX DR BERGER VHS $2.40 $0.00 $0.00 $0.53 $2.93
MV300859 XX/NA BOBBY SHORT VHS $2.52 $0.00 $0.00 $0.53 $3.05
MV300870 BRING ME HEAD ALFREDO VHS SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV300871 ELECTRA GLIDE/BLUE VHS SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV300929 XX/NA LONE RANGER: CLUE $2.70 $0.00 $0.00 $0.53 $3.23
MV301042 XX/NA LIVING INXS $2.21 $0.00 $0.00 $0.43 $2.64
MV301069 PRINCE'S TRUST CONCERT VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV301093 XX/NA LASSIE IN MIRACLE VHS $2.92 $0.00 $0.00 $0.53 $3.45
MV301106 LONELY HEARTS VHS $3.09 $0.00 $0.00 $0.53 $3.62
MV301107 NIGHT OF HUNTER VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV301108 TARAS BULBA VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV301267 MARTY VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV301270 TWELVE ANGRY MEN VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV301294 WILBY CONSPIRACY VHS SILVER $3.09 $0.00 $0.00 $0.45 $3.54
MV301297 REPORT COMMISSIONER VHS SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV301298 PORK CHOP HILL VHS SILVER $3.06 $0.00 $0.00 $0.45 $3.51
MV301303 EYE OF THE NEEDLE SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV301304 KILLER ELITE, THE VHS SILVER $3.37 $0.00 $0.00 $0.45 $3.62
MV301321 NEW YORK NEW YORK VHS DBLCPR $5.53 $0.00 $0.00 $0.45 $5.98
MV301385 FELLINI SATYRICON VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV301411 STILL OF THE NIGHT VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV301427 GREAT TRAIN ROBBERY VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV301428 COMING HOME VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV301431 WHITE LIGHTNING VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301434 SWEET SMELL SUCCESS VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV301450 REAGAN YEARS, THE VHS $2.79 $0.00 $0.00 $0.00 $2.79
MV301455 EXODUS $6.43 $0.00 $0.00 $0.45 $6.88
MV301464 HAWAII VHS GOLD $6.06 $0.00 $0.00 $0.45 $6.51
MV301465 GOOD, BAD & UGLY VHS-COPPERF $5.68 $0.00 $0.00 $0.45 $6.13
MV301522 BATTLE OF BRITAIN VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV301524 TAKING PELHAM 123 $3.19 $0.00 $0.00 $0.00 $3.19
MV301527 GONE W/WIND: MAKING LEGEND VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV301536 JUDGEMENT NUREMBERG VHS DBLCPR $6.11 $0.00 $0.00 $0.45 $6.56
MV301561 ALAMO(LTRBX) VHS DBLCPR $5.88 $0.00 $0.00 $0.45 $6.33
MV301578 I COULD GO/SINGING VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301601 ELMER GANTRY VHS $4.54 $0.00 $0.00 $0.00 $4.54
MV301623 GATOR $3.36 $0.00 $0.00 $0.00 $3.36
MV301658 GREATEST STORY TOLD VHS DBLCPR $6.22 $0.00 $0.00 $0.45 $6.67
MV301660 GEORGE WASHINGTON FORGING A NATION $6.11 $0.00 $0.00 $0.45 $6.56
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ---------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV301730 KINGS GO FORTH VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV301733 LAST TANGO "X" RATED VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV301735 PATHS OF GLORY VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV301759 SEPARATE TABLES VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301760 WOMEN IN LOVE VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV301762 LILIES OF THE FIELD VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV301775 BEST MAN, THE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301791 LAST TANGO "R" RATED VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV301824 CHILD IS WAITING VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV301838 BRIDGE TOO FAR, A VHS DBLCPR $5.89 $0.00 $0.00 $0.45 $6.34
MV302176 HALLELUJAH TRAIL, THE VHS DBLCPR $5.72 $0.00 $0.00 $0.45 $6.17
MV302193 IT'S MAD MAD WORLD VHS DBLCPR $7.37 $0.00 $0.00 $0.45 $7.82
MV302581 ALAMO, THE (RESTORED) VHS DBLCPR $7.60 $0.00 $0.00 $0.45 $8.05
MV303584 FOUR DAYS IN NOVEMBER VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV400179 XX PRINCE'S ROCK GALA VHS $2.40 $0.00 $0.00 $0.43 $2.83
MV400187 XX/NA OPERA VOL 1 VHS $2.40 $0.00 $0.00 $0.43 $2.83
MV400205 KIDS FROM FAME VHS $2.70 $0.00 $0.00 $0.43 $3.13
MV400212 XX/NA OPERA VOL 2 VHS $2.40 $0.00 $0.00 $0.43 $2.83
MV400213 XX/NA OPERA VOL 3 VHS $2.40 $0.00 $0.00 $0.43 $2.83
MV400214 XX/NA DEAR DIARY VHS $1.76 $0.00 $0.00 $0.43 $2.19
MV400268 PINK FLOYD--THE WALL VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV400299 XX/NA DOLL'S HOUSE VHS $2.92 $0.00 $0.00 $0.43 $3.35
MV400327 XX/NA COMEDIAN, THE $2.92 $0.00 $0.00 $0.43 $3.35
MV400376 XX SOLDIER'S TALE $2.31 $0.00 $0.00 $0.43 $2.74
MV400460 XX EVERYTHING COMPUTER VHS $2.86 $0.00 $0.00 $0.43 $3.29
MV400489 PINK FIRST SIGHT VHS $2.30 $0.00 $0.00 $0.00 $2.30
MV400584 XX/NA LONE RANGER, THE $3.01 $0.00 $0.00 $0.00 $3.01
MV400648 XX/NA SINATRA PORTRAIT $2.40 $0.00 $0.00 $0.43 $2.83
MV401051 HOROWITZ IN MOSCOW VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV401057 XX GRT AMERICAN BASH # VHS $3.47 $0.00 $0.00 $0.53 $4.00
MV401085 HOROWITZ--ROMANTIC VHS $2.92 $0.00 $0.00 $0.43 $3.35
MV402307 XX FISTFUL OF $/FOR FEW $ $6.66 $0.00 $0.00 $0.65 $7.31
MV500158 XX/NA GREAT SPACECOASTER VHS $2.40 $0.00 $0.00 $0.43 $2.83
MV500176 DR SEUSS VIDEO VHS $2.31 $0.00 $0.00 $0.43 $2.74
MV500177 NUTCRACKER, THE VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV500178 XX/NA DUKE ELLINGTON VHS $2.92 $0.00 $0.00 $0.43 $3.35
MV500218 XX/NA WASN'T THAT A TIME VHS $2.70 $0.00 $0.00 $0.43 $3.13
MV500231 THUNDERBIRDS ARE GO $2.96 $0.00 $0.00 $0.43 $3.39
MV500267 THUNDERBIRDS SIX $2.92 $0.00 $0.00 $0.43 $3.35
MV600194 GIRL GROUPS VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV600219 XX/NA CAROLE KING VHS $2.40 $0.00 $0.00 $0.43 $2.83
MV600227 BRIMSTONE & TREACLE $2.92 $0.00 $0.00 $0.43 $3.35
MV600232 XX/NA START TO FINISH VHS $2.92 $0.00 $0.00 $0.43 $3.35
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ---------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV600244 TREASURE FOUR CROWNS VHS $3.09 $0.00 $0.00 $0.43 $3.52
MV600246 XX/NA KIPPERBANG VHS $2.86 $0.00 $0.00 $0.43 $3.29
MV600297 INVASION BODY SNATCHERS VHS SILVER $3.27 $0.00 $0.00 $0.45 $3.72
MV600300 XX/NA KAMKAZI '89 $3.13 $0.00 $0.00 $0.43 $3.56
MV600303 XX OPERATION THUNDERBLT VHS $3.47 $0.00 $0.00 $0.43 $3.90
MV600311 SEPARATE TABLES $3.27 $0.00 $0.00 $0.43 $3.70
MV600317 XX COOL CATS $2.76 $0.00 $0.00 $0.43 $3.19
MV600330 XX/NA COMEBACK VHS $3.13 $0.00 $0.00 $0.43 $3.56
MV600331 XX EVERLY BROS REUNION VHS $2.63 $0.00 $0.00 $0.43 $3.06
MV600366 XX/NA EVERLY BROS ODYSSEY VHS $2.76 $0.00 $0.00 $0.43 $3.19
MV600367 XX/NA UNAPPROACHABLE VHS $3.06 $0.00 $0.00 $0.43 $3.49
MV600406 XX SHARK'S TREASURE VHS $3.06 $0.00 $0.00 $0.43 $3.49
MV600418 AUDREY ROSE* VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV600449 BURNT OFFERINGS $3.36 $0.00 $0.00 $0.00 $3.36
MV600453 MR. MAJESTYK VHS SILVER $3.09 $0.00 $0.00 $0.45 $3.54
MV600454 LONG RIDERS VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV600455 HOW I WON THE WAR $3.23 $0.00 $0.00 $0.43 $3.66
MV600456 XX YOUNG WARRIORS VHS $3.09 $0.00 $0.00 $0.43 $3.52
MV600468 XX SAFARI 3000 VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV600491 XX GREAT SKYCOPTER RS VHS $3.06 $0.00 $0.00 $0.43 $3.49
MV600534 XX TREASURE SEEKER VHS $2.92 $0.00 $0.00 $0.43 $3.35
MV600576 ALEXANDER THE GREAT VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV600581 HOUSE WHERE EVIL DWELLS, THE $3.01 $0.00 $0.00 $0.00 $3.01
MV600590 MIRACLE WORKER VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV600598 XX DEVIL'S TRIANGLE VHS $2.31 $0.00 $0.00 $0.43 $2.74
MV600654 XX SOLDIER OF NIGHT VHS $2.92 $0.00 $0.00 $0.43 $3.35
MV600655 XX CITY'S EDGE VHS $2.92 $0.00 $0.00 $0.43 $3.35
MV600657 XX/NA FINAL EXECUTIONER $2.96 $0.00 $0.00 $0.43 $3.39
MV600659 NEVER ON SUNDAY* VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV200674 XX/NA LOVE SCENES VHS $2.86 $0.00 $0.00 $0.43 $3.29
MV600678 XX/NA NORTHEAST OF SEOUL VHS $2.86 $0.00 $0.00 $0.43 $3.29
MV600679 XX PRIVATE MANEUVERS VHS $2.86 $0.00 $0.00 $0.43 $3.29
MV600684 XX VIOLENT BREED, THE VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV600721 XX/NA SHARMA & BEYOND VHS $2.86 $0.00 $0.00 $0.43 $3.29
MV600722 XX/NA ARTHUR HALLOWED VHS $2.76 $0.00 $0.00 $0.43 $3.19
MV600723 XX/NA FOREVER YOUNG $2.92 $0.00 $0.00 $0.43 $3.35
MV600724 XX/NA THOSE GLORY DAYS $2.96 $0.00 $0.00 $0.43 $3.39
MV600725 XX/NA SECRETS $2.76 $0.00 $0.00 $0.43 $3.19
MV600726 CHILLY SCENES $3.15 $0.00 $0.00 $0.00 $3.15
MV600733 LUPO VHS $3.06 $0.00 $0.00 $0.43 $3.49
MV600742 XX SOUTHHELL MOUNTN VHS $2.86 $0.00 $0.00 $0.43 $3.29
MV600760 I WANT TO LIVE VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV600839 XX/NA WINTER FLIGHT $3.09 $0.00 $0.00 $0.43 $3.52
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ---------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV600872 FISTFUL DYNAMITE, A VHS $4.15 $0.00 $0.00 $0.43 $4.58
MV600878 BOUND FOR GLORY VHS $4.54 $0.00 $0.00 $0.00 $4.54
MV600882 ONE TWO THREE VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV600884 WOODY GUTHRIE $2.70 $0.00 $0.00 $0.43 $3.13
MV600901 MOTEL HELL VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV600902 THEATRE OF BLOOD VHS $3.09 $0.00 $0.00 $0.43 $3.52
MV601121 GUNS MAGNIFICENT 7 VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV601123 UNFORGIVEN, THE VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV601138 RETURN OF THE 7 VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV601146 FOLLOW THAT DREAM VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV601147 FRANKIE & JOHNNY VHS SILVER $2.92 $0.00 $0.00 $0.45 $3.37
MV601161 TWICE TOLD TALES VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV601162 DONOVAN'S BRAIN VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV601453 THUNDER ROAD VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV602129 ROCKY 4PACK (I,II,III,IV) VHS $13.06 $0.32 $0.00 $1.77 $15.15
MV700154 CUTTER'S WAY VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV700166 COMPLEAT BEATLES VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV700172 BEAST WITHIN VHS $3.06 $0.00 $0.00 $0.43 $3.49
MV700186 ENTER THE NINJA VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV700193 MIDNIGHT COWBOY $3.32 $0.00 $0.00 $0.00 $3.32
MV700295 HEAVEN'S GATE VHS DBLCPR $6.45 $0.00 $0.00 $0.45 $6.90
MV700325 XX HOUSE LONG SHADOWS VHS $3.09 $0.00 $0.00 $0.43 $3.52
MV700457 XX/NA CITY LVR/CTRY VHS $3.37 $0.00 $0.00 $0.43 $3.80
MV700488 PENITENTIARY 2 $3.13 $0.00 $0.00 $0.43 $3.56
MV700579 VIKINGS, THE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV700593 XX SWORD OF VALIANT VHS $3.09 $0.00 $0.00 $0.43 $3.52
MV700675 EQUUS VHS $4.15 $0.00 $0.00 $0.43 $4.58
MV701054 CLAMBAKE VHS SILVER $3.09 $0.00 $0.00 $0.45 $3.54
MV701055 KID GALAHAD VHS SILVER $3.06 $0.00 $0.00 $0.45 $3.51
MV800145 TRUE CONFESSIONS $3.22 $0.00 $0.00 $0.00 $3.22
MV800190 XX LAST AMERICAN VIRGIN VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV800211 SECRET OF NIMH VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV800216 JINXED $3.19 $0.00 $0.00 $0.00 $3.19
MV800221 THAT CHAMPIONSHIP SEASON VHS $3.23 $0.00 $0.00 $0.43 $3.66
MV800280 XX/NA WHITE ROSE VHS $3.13 $0.00 $0.00 $0.43 $3.56
MV800282 TEN TO MIDNIGHT VHS SILVER $3.09 $0.00 $0.00 $0.45 $3.54
MV800283 XX NANA $2.92 $0.00 $0.00 $0.43 $3.35
MV800318 XX/NA WICKED LADY, THE VHS $3.09 $0.00 $0.00 $0.43 $3.52
MV800329 XX REVENGE NINJA VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV800364 FINAL OPTION $3.47 $0.00 $0.00 $0.43 $3.90
MV800365 FANNY HILL $2.76 $0.00 $0.00 $0.43 $3.19
MV800368 NIGHT SHOOTING STARS $3.22 $0.00 $0.00 $0.00 $3.22
MV800369 INTERIORS $2.96 $0.00 $0.00 $0.43 $3.39
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ---------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV800417 SAHARA $3.13 $0.00 $0.00 $0.43 $3.56
MV800420 CURSE PINK PANTHER $3.23 $0.00 $0.00 $0.43 $3.66
MV800448 XX MAKING THE GRADE VHS $3.09 $0.00 $0.00 $0.43 $3.52
MV800469 MANHATTAN VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV800470 XX OVER BROOKLYN BRIDGE VHS $3.13 $0.00 $0.00 $0.43 $3.56
MV800490 POPE GREENWICH VIL VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV800492 ENTRE NOUS $3.32 $0.00 $0.00 $0.00 $3.32
MV800499 RED DAWN VHS SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV800516 EXTERMINATOR 2 $2.96 $0.00 $0.00 $0.43 $3.39
MV800517 UNTIL SEPTEMBER $3.06 $0.00 $0.00 $0.43 $3.49
MV800540 GABRIELA $3.06 $0.00 $0.00 $0.43 $3.49
MV800546 NINJA 3-DOMINATION VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV800548 XX/NA BLACK VENUS $2.76 $0.00 $0.00 $0.43 $3.19
MV800549 XX/NA FRANK AND I $2.76 $0.00 $0.00 $0.43 $3.19
MV800557 MISSING IN ACTION SILVER $3.09 $0.00 $0.00 $0.45 $3.54
MV800583 XX MATA HARI $3.09 $0.00 $0.00 $0.43 $3.52
MV800599 MARIA'S LOVERS $3.13 $0.00 $0.00 $0.43 $3.56
MV800601 GRACE QUIGLEY $2.92 $0.00 $0.00 $0.43 $3.35
MV800602 EMMANUELLE IV VHS $2.86 $0.00 $0.00 $0.43 $3.29
MV800618 ORDEAL BY INOCENCE VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV800642 AVIATOR, THE $3.15 $0.00 $0.00 $0.00 $3.15
MV800647 XX DEJA VU/ALWAYS VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV800658 MISSING IN ACTION #2 VHS SILVER $3.06 $0.00 $0.00 $0.45 $3.51
MV800673 XX/NA LOVE CIRCLES $2.86 $0.00 $0.00 $0.43 $3.29
MV800677 ASSISI UNDERGROUND VHS $3.23 $0.00 $0.00 $0.43 $3.66
MV800681 XX HERCULES #2 VHS $2.92 $0.00 $0.00 $0.43 $3.35
MV800683 EUREKA VHS $3.47 $0.00 $0.00 $0.43 $3.90
MV800690 XX RAPPIN' $3.05 $0.00 $0.00 $0.00 $3.05
MV800705 AMERICAN NINJA VHS SILVER $3.06 $0.00 $0.00 $0.45 $3.51
MV800728 XX ROCK & RULE $2.76 $0.00 $0.00 $0.43 $3.19
MV800754 PANDEMONIUM VHS $2.86 $0.00 $0.00 $0.43 $3.29
MV800762 XX BERLIN AFFAIR VHS $3.06 $0.00 $0.00 $0.43 $3.49
MV800764 INVASION USA $3.22 $0.00 $0.00 $0.00 $3.22
MV800765 XX AMBASSADOR, THE VHS $3.06 $0.00 $0.00 $0.43 $3.49
MV800788 XX/NA NUMBR 1/SECRT SERV $2.92 $0.00 $0.00 $0.43 $3.35
MV800789 XX HANGING ON A STAR VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV800821 DEATH WISH 3 VHS SILVER $2.96 $0.00 $0.00 $0.45 $3.41
MV800838 XX/NA PSYCHO GIRLS VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV800866 XX/NA CAMORRA VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV800867 RUNAWAY TRAIN VHS SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV800878 KING SOLOMON MN-'85 VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV800889 XX AMERICA 3000 VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV800894 FOOL FOR LOVE VHS $3.13 $0.00 $0.00 $0.43 $3.56
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL STD) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ---------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV800966 YOUNGBLOOD VHS SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV800987 XX/NA SILK $2.86 $0.00 $0.00 $0.43 $3.29
MV800988 XX/NA DEVASTATOR, THE $2.76 $0.00 $0.00 $0.43 $3.19
MV801010 ASSAULT, THE VHS $3.47 $0.00 $0.00 $0.43 $3.90
MV801022 JUNGLE RAIDERS VHS $3.09 $0.00 $0.00 $0.43 $3.52
MV801063 XX UP YOUR ANCHOR VHS $2.92 $0.00 $0.00 $0.43 $3.35
MV801088 XX FIELD OF HONOR VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV801092 XX SALOME VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV801105 XX HOUR OF ASSASSIN VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV801113 AMAZONS VHS $2.76 $0.00 $0.00 $0.43 $3.19
MV801114 EQUALIZER 2000 VHS $2.76 $0.00 $0.00 $0.43 $3.19
MV801116 STRIPPED TO KILL VHS $2.92 $0.00 $0.00 $0.43 $3.35
MV801117 DUET FOR ONE VHS $3.13 $0.00 $0.00 $0.43 $3.56
MV801156 XX/NA DUTCH TREAT VHS $3.06 $0.00 $0.00 $0.43 $3.49
MV801157 NO. 1 WITH BULLET $3.19 $0.00 $0.00 $0.00 $3.19
MV801166 MUNCHIES VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV801283 EYE OF THE EAGLE VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV801326 NIGHTFALL VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV801327 BIG BAD MAMA II VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV801369 MANCHURIAN CANDIDATE VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV801407 XX BUSTING (RETAIL OFFER) VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV801425 EWOKS BATTLE ENDOR VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV801426 LAWLESS LAND VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV801433 NAKED WARRIORS VHS $2.85 $0.00 $0.00 $0.45 $2.85
MV801499 NEST, THE VHS $3.01 $0.00 $0.00 $0.45 $3.01
MV801517 CRIME ZONE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV801535 SATURDAY 14TH STRIKES BK VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV801540 EYE OF THE EAGLE 2 VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV801615 DRIFTER, THE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV801638 TERROR WITHIN, THE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV801639 STRIPPED TO KILL 2 VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV801646 JIGSAW MURDERS VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV801663 LENNY VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV801669 NOWHERE TO RUN VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV801670 LORDS OF THE DEEP VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV801706 TIME TRACKERS VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV801752 HEROES STAND ALONE VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV801753 BACK TO BACK VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV801777 MASQUE RED DEATH VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV801799 XX/NA TRANSYLVANIA TWIST $2.96 $0.00 $0.00 $0.00 $2.96
MV801841 BRAIN DEAD VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV801872 PRIMARY TARGET VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV801809 HOLLYWOOD BLVD II VHS $2.96 $0.00 $0.00 $0.00 $2.96
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE NON-TURNER VHS PRICING ----------------------
22-Feb-94
BY CATALOG NUMBER
<TABLE>
<CAPTION>
ADDITIONAL COSTS
-------------------------- CRITICS'
BASE PRICE MACRO BETA SPECIAL CHOICE
CATALOG # TITLE (INCL SH) VISION COST PKG COST PRICE
----------- ------------------------------------------------- ---------- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MV802039 OVEREXPOSED VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV802053 EWOK ADVENTURE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV802096 FULL FATHOM FIVE VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV802107 CRY IN THE WILD, A VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV802168 CORPORATE AFFAIRS $2.96 $0.00 $0.00 $0.00 $2.96
MV802317 OFFENCE, THE $3.22 $0.00 $0.00 $0.00 $3.22
MV804593 MCKENZIE BREAK $3.22 $0.00 $0.00 $0.00 $3.22
MV804594 HORNET'S NEST $3.32 $0.00 $0.00 $0.00 $3.32
MV900917 BIG COUNTRY, THE VHS DBLCPR $5.82 $0.00 $0.00 $0.45 $6.27
MV901436 BRIGHT LIGHTS/CITY VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV901671 BLOODFIST VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV901871 STREETS VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV902169 BLOODFIST II VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV903843 NOT OF THIS EARTH $2.96 $0.00 $0.00 $0.00 $2.96
MV903905 STALIN $5.23 $0.00 $0.00 $0.00 $5.23
</TABLE>
<PAGE>
EXHIBIT "B"
-----------
[TO BE INSERTED BY CRITICS' CHOICE]
Exhibit "B"
-----------
- 1 -