Direct Marketing License Agreement [Turner] - Warner Home Video and Critics' Choice Video Inc.
WARNER HOME VIDEO/CRITICS' CHOICE
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DIRECT MARKETING LICENSE AGREEMENT
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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
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the following meanings:
(a) "Audiovisual Work(s)": A series of related images which are shown
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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
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Series are shipped to customers at intervals on a subscription basis.
(c) "Direct Marketing Distribution": The distribution of Video Devices
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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
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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
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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 provided
for hereunder, and (iii) any actual bad debts. The amount of such deductions for
actual bad debts and actual returns
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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
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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
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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,
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theme or subject matter.
(i) "Territory": The United States, its territories and possessions,
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excluding Puerto Rico, and Canada.
(j) "Term of this Aqreement": The period of time commencing as of the
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date hereof, and terminating three (3) years thereafter.
(k) "Video Club Plan Distribution": Any direct response plan or
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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
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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
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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 specific Release Date for
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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; provided, however, that the
Audiovisual Work entitled "Gone With The Wind" shall not be included as an
Audiovisual Work licensed to Critics' Choice under this Agreement. Individually,
the Video Software sometimes may be referred to as a "Title".
2. GRANT OF RIGHTS:
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(a) Right to Advertise, Distribute and Sell Video Devices: WHV hereby
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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'
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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
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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:
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(a) Use of Trademarks, Tradenames, Logos: WHV hereby grants to
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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,
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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
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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' 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
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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
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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-
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refundable Advance which is recoupable against the royalties payable to WHV
pursuant to Paragraph 5, in the sum of Two Million Eight Hundred Thousand
Dollars ($2,800,000) as follows:
(a) Five Hundred Sixty Thousand Dollars ($560,000) shall be paid to
WHV upon execution of this Agreement by Critics' Choice;
(b) One Million One Hundred Twenty Thousand Dollars ($1,120,000)
shall be paid to WHV no later than February 1, 1995; and
(c) one Million One Hundred Twenty Thousand Dollars (S1,120,000) 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.
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5. ROYALTIES: Critics' Choice shall pay to WHV royalties based on Net
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Paid Revenues as follows:
(a) High List Videos: With respect to one hundred percent (100%)
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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%)
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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
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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'
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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:
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(a) Release Date: Subject to Subparagraph 6.(b) below, Critics'
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Choice shall have the right to advertise, market and distribute for Home
Video Exhibition in the Territory, Video
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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
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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):
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(a) Reasons for Withdrawal: WHV shall have the right to withdraw
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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
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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
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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.
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8. PHYSICAL MATERIALS IN CONNECTION WITH MANUFACTURING AND
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PROMOTIONAL RIGHTS:
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(a) Advertising, Publicity and Promotion Materials: WHV will deliver
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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
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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:
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(a) Manufacture: WHV will manufacture, or cause to have manufactured,
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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
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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
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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
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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'
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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
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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:
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(a) Fulfillment Services: Critics' Choice shall be responsible
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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.
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(b) Exploitation: Except as stated to the contrary in this Agreement,
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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'
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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
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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:
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(a) Sell Off Period: Subject to any restrictions to which Critics'
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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.
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(b) Payment of Royalties During Sell-Off Period: With respect
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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
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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:
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(a) Quarterly Accounting Statements: Critics' Choice shall compute
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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
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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.
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15. AUDIT:
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(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
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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
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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'
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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:
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(a) WHV's Representations and Warranties: WHV warrants, represents,
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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.
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(b) Critics' Choice Representations and Warranties: Critics' Choice
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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")
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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
Indemnitor shall have the right, at the Indemnitor's expense, to
-12-
<PAGE>
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 federal, state, local or foreign),
failure of technical
-13-
<PAGE>
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 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>
MV101292 MGM'S GRTST M'MTS VHS $2.31 $0.00 $0.00 $0.53 $2.84
MV200138 FEARLESS VAMPIRE KILLER VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV200195 CATLOW $3.19 $0.00 $0.00 $0.00 $3.19
MV200197 SHAFT'S BIG SCORE $3.22 $0.00 $0.00 $0.00 $3.22
MV200274 JULIUS CAESAR VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV200279 PRIVATE PARTS VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV200288 MARLOWE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV200306 BOYFRIEND, THE VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV200352 COMEDIANS, THE $4.70 $0.00 $0.00 $0.00 $4.70
MV200359 ALL FALL DOWN VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV200381 PRIZE VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV200389 GOODBYE MR CHIPS-'69 VHS-REDF $4.76 $0.00 $0.00 $0.00 $5.26
MV200398 THEY ONLY KILL THEIR MASTERS $3.15 $0.00 $0.00 $0.00 $3.15
MV200407 ESCAPE FROM FORT BRAVO $3.15 $0.00 $0.00 $0.00 $3.15
MV200413 KING SOLOMON MN-'50 VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV200437 HOUSE DARK SHADOWS VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV200439 TARZAN & HIS MATE-RSTD VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV200441 HIT THE DECK VHS RED $3.23 $0.00 $0.00 $0.50 $3.73
MV200504 LIVE A/LOVE A LITTLE VHS SILVER $2.92 $0.00 $0.00 $0.45 $3.37
MV200509 LADY L $3.22 $0.00 $0.00 $0.00 $3.22
MV200510 LUST FOR LIFE VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV200513 WINGS OF EAGLES VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV200518 XX AMERICAN EMILY-B/W VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV200525 STAY AWAY JOE SILVER $3.09 $0.00 $0.00 $0.45 $3.54
MV200526 TROUBLE WITH GIRLS SILVER $3.06 $0.00 $0.00 $0.45 $3.51
MV200527 WRECK OF THE MARY DEARE $3.22 $0.00 $0.00 $0.00 $3.22
MV200532 LAW AND JAKE WADE, THE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV200630 CAPTIAN SINBAD VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV200638 V.I.P.S, THE $3.36 $0.00 $0.00 $0.00 $3.36
MV200641 SCARAMOUCHE VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV200660 TORPEDO RUN VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV200665 TEAHOUSE AUGUST MOON VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV200693 WONDERFUL WORLD BROS GRIM VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV200695 XX DAFFY DUCK-DUCKY VHS $2.01 $0.00 $0.00 $0.53 $2.54
MV200697 XX PORKY PIG: TOOTH VHS $2.01 $0.00 $0.00 $0.53 $2.54
MV200700 XX ELMER FUDD-AN ITCH VHS $1.91 $0.00 $0.00 $0.53 $2.44
MV200702 HORTON HEARS WHO VHS $1.85 $0.00 $0.00 $0.00 $1.85
MV200704 POGO BIRTHDAY VHS $1.76 $0.00 $0.00 $0.53 $2.29
MV200711 CHILDREN OF DAMNED VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV200718 BHOWANI JUNCTION VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV200735 EACH DAWN I DIE VHS SILVER $2.96 $0.00 $0.00 $0.45 $3.41
MV200736 BULLETS OR BALLOTS VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV200737 BROTHER ORCHID $3.01 $0.00 $0.00 $0.00 $3.01
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV200755 LOVE ME OR LEAVE ME VHS RED $3.37 $0.00 $0.00 $0.50 $3.87
MV200756 MAGNETIC MENACE VHS $1.76 $0.00 $0.00 $0.53 $2.29
MV200757 ORBOTS:WISH WORLD VHS $1.76 $0.00 $0.00 $0.53 $2.29
MV200758 ORBOTS:PREHISTORIC VHS $1.76 $0.00 $0.00 $0.53 $2.29
MV200759 ORBOTS:DREMLOKS VHS $1.76 $0.00 $0.00 $0.53 $2.29
MV200777 ALPHABET MURDERS, THE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV200792 YANKEE DOOD DANDY-B/W SILVER $3.47 $0.00 $0.00 $0.45 $3.92
MV200793 SWEET BIRD YOUTH VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV200795 HONEYMOON MACHINE, THE $3.01 $0.00 $0.00 $0.00 $3.01
MV200797 COURTSHIP EDDIE FATHER VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV200800 FLIPPER VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV200805 LITTLE WOMEN - 1949 VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV200806 NOTHING BUT TROUBLE $2.73 $0.00 $0.00 $0.00 $2.73
MV200812 ORBOTS:ASTEROID VHS $1.76 $0.00 $0.00 $0.53 $2.29
MV200813 ORBOTS:RAID QUEEN VHS $1.76 $0.00 $0.00 $0.53 $2.29
MV200842 XX LOVED ONE, THE VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV200848 INVISIBLE BOY, THE $1.85 $0.00 $0.00 $0.00 $1.85
MV200852 TWO GIRLS & SAILOR VHS RED $3.47 $0.00 $0.00 $0.50 $3.97
MV200853 NEPTUNES DAUGHTER VHS RED $2.96 $0.00 $0.00 $0.50 $3.46
MV200856 DEVIL'S BROTHER, THE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV200858 AIR RAID WARDENS $2.73 $0.00 $0.00 $0.00 $2.73
MV200886 XX PANDAMONIUM:BEGINNING VHS $1.76 $0.00 $0.00 $0.53 $2.29
MV200887 XX GILLIGAN PLANET VHS $1.76 $0.00 $0.00 $0.53 $2.29
MV200890 CLOCK, THE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV200895 BLACKBOARD JUNGLE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV200920 PARTY GIRL B/W VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV200930 XX BARNEY BEAR $1.91 $0.00 $0.00 $0.53 $2.44
MV200931 XX MGM MAGIC:OUTDOORS VHS $1.91 $0.00 $0.00 $0.53 $2.44
MV200949 TEA AND SYMPATHY VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV200960 FURY VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV200965 SEA OF GRASS VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV200975 ROUNDERS, THE $3.01 $0.00 $0.00 $0.00 $3.01
MV200989 BUGS RIDING RABBIT VHS $2.01 $0.00 $0.00 $0.53 $2.54
MV200991 XX PORKY:TOM TURK VHS $2.01 $0.00 $0.00 $0.53 $2.54
MV201000 THREE GODFATHERS VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV201002 BATTLEGROUND B/W VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201011 GRINCH STOLE XMAS VHS $1.85 $0.00 $0.00 $0.00 $1.85
MV201031 WISE GUYS VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201068 SWAN VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV201069 DESIGNING WOMAN $3.36 $0.00 $0.00 $0.00 $3.36
MV201084 SON OF LASSIE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201126 TORTILLA FLAT - CC $3.19 $0.00 $0.00 $0.00 $3.19
MV201128 ASK ANY ONE $3.15 $0.00 $0.00 $0.00 $3.15
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV201130 CONQUEST VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV201131 RHAPSODY $3.36 $0.00 $0.00 $0.00 $3.36
MV201155 STRATTON STORY, THE $3.22 $0.00 $0.00 $0.00 $3.22
MV201171 MGM CARTOON CHRISTMAS VHS $2.00 $0.00 $0.00 $0.00 $2.00
MV201182 ABOVE SUSPICION VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201184 PERIOD OF ADJUSTMENT $3.32 $0.00 $0.00 $0.00 $3.32
MV201185 GLASS SLIPPER, THE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201193 LAST VOYAGE, THE $3.05 $0.00 $0.00 $0.00 $3.05
MV201195 NIGHT DARK SHADOWS VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201232 DAFFY! VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV201233 BUGS! VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV201235 ELMER! VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV201236 PORKY! VHS $2.61 $0.00 $0.00 $0.00 $2.61
MV201264 XX CASABLANCA B/W VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201279 ADV OF HUCK FINN-'60 VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV201301 PLEASE DON'T EAT DAISIES VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV201349 STARRING TOM/JERRY VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201364 BEAU BRUMMEL $3.32 $0.00 $0.00 $0.00 $3.32
MV201365 CLARENCE CROSS EYED LION VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201375 BATHING BEAUTY RED $3.09 $0.00 $0.00 $0.50 $3.59
MV201377 ADVENTURES OF ROBIN HOOD $3.19 $0.00 $0.00 $0.00 $3.19
MV201378 BIG SLEEP, THE VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV201379 FOR ME AND MY GAL VHS RED $3.09 $0.00 $0.00 $0.50 $3.59
MV201390 TARZAN ESCAPES VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201391 SINGING NUN VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201437 KEY LARGO B/W SILVER $3.19 $0.00 $0.00 $0.00 $3.19
MV201451 CHRISTMAS CAROL CLR VHS $2.79 $0.00 $0.00 $0.00 $2.79
MV201460 DATE WITH JUDY, A VHS RED $3.23 $0.00 $0.00 $0.50 $3.73
MV201470 CAPTAIN BLOOD VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201473 THEY DIED BOOTS ON B/W VHS $4.30 $0.00 $0.00 $0.00 $4.39
MV201487 GIRL HAPPY VHS SILVER $3.06 $0.00 $0.00 $0.45 $3.51
MV201488 KISSIN COUSINS $3.15 $0.00 $0.00 $0.00 $3.15
MV201489 SPINOUT VHS SILVER $2.96 $0.00 $0.00 $0.45 $3.41
MV201494 BUGS DAFFY:WARTIME VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV201496 JUST PLAIN DAFFY VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV201497 BUGS BUNNY CLASSICS VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201498 TWEETY & SYLVESTER VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV201506 CAT'S EYE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201510 CHARGE LIGHT BRIGADE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201541 SAN FRANCISCO CLR VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201542 MALTESE FALCON CLR VHS SILVER $3.09 $0.00 $0.00 $0.45 $3.54
MV201543 PHILADELPHIA STORY-CLR VHS SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV201544 THEY WERE EXPENDABLE CLR VHS $4.24 $0.00 $0.00 $0.00 $4.24
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV201545 YANKEE DOOD DANDY-CLR SILVER $3.47 $0.00 $0.00 $0.45 $3.92
MV201546 MALTESE FALCON B/W SILVER $3.09 $0.00 $0.00 $0.45 $3.54
MV201567 PAT G/BLY KD UNCUT VHS SILVER $3.37 $0.00 $0.00 $0.45 $3.82
MV201568 ARSENIC OLD LACE B/W VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201569 ARSENIC OLD LACE CLR VHS SILVER $3.27 $0.00 $0.00 $0.45 $3.72
MV201570 WHITE HEAT B/W $3.32 $0.00 $0.00 $0.00 $3.32
MV201571 WHITE HEAT CLR VHS SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV201586 PUBLIC ENEMY VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV201587 TREASURE SIERRA MADRE VHS SILVER $3.47 $0.00 $0.00 $0.45 $3.92
MV201588 BOOM TOWN VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201612 ROARING 20'S B/W VHS SILVER $3.13 $0.00 $0.00 $0.45 $3.58
MV201614 ROARING 20'S CLR VHS SILVER $3.13 $0.00 $0.00 $0.45 $3.58
MV201617 KEY LARGO CLR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201619 ANGELS DIRTY FACES B/W VHS SILVER $3.06 $0.00 $0.00 $0.45 $3.51
MV201620 ANGELS DIRTY FACES CLR VHS SILVER $3.06 $0.00 $0.00 $0.45 $3.51
MV201642 DR JEKYLL/HYDE-1932 VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201657 FASTEST GUITAR ALIVE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV201664 TOM & JERRY 50TH-VOL1 VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV201687 TEX AVERY SCREWBALL VOL 2 VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV201698 DODGE CITY VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201699 JUAREZ VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV201715 ANDY HARDY LOVE FINDS VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201716 ANDY HARDY LIFE BEGING 4 VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201717 ANDY HARDY DEBUTANTE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV201718 ANDY HARDY PRIVATE SEC VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201719 ANDY HARDY SPRG FVR VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV201720 ANDY HARDY DBLE LFE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201755 TREASURE ISLAND-CLR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201767 BUGS VS ELMER VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201768 DAFFY DUCK & COMP VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV201769 PORKY PIG & COMPNY VHS $2.61 $0.00 $0.00 $0.00 $2.61
MV201773 REUNION IN FRANCE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201800 DANGEROUS VHS $2.05 $0.00 $0.00 $0.00 $2.05
MV201801 XX DECEPTION VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV201802 GREAT LIE, THE VHS $3.10 $0.00 $0.00 $0.00 $3.19
MV201803 IN THIS OUR LIFE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201804 MAN WHO CAME DINNER VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV201805 PETRIFIED FOREST VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV201807 STOLEN LIFE, A VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201814 SMALL TOWN GIRL VHS RED $2.96 $0.00 $0.00 $0.50 $3.46
MV201826 BORN TO DANCE VHS RED $3.13 $0.00 $0.00 $0.50 $3.63
MV201827 MEET ST LOUIS RSTD VHS RED $3.27 $0.00 $0.00 $0.50 $3.77
MV201828 LOVELY TO LOOK AT VHS RED $3.09 $0.00 $0.00 $0.50 $3.59
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV201842 XX MURDER MOST FOUL $3.05 $0.00 $0.00 $0.00 $3.05
MV201843 XX MURDER AT THE GALLOP VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV201844 MURDER AHOY VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201845 CATERED AFFAIR, THE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201851 HIGH SIERRA B/W VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201852 HIGH SIERRA CLR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV201853 ACROSS THE PACIFIC VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201854 DARK PASSAGE VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV201855 SEA HAWK B/W VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV201856 SEA HAWK CLR VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV201857 THEY DIED BOOTS ON CLR VHS $4.39 $0.00 $0.00 $0.00 $4.39
MV201858 XX AMERICZN EMILY-CLR VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201865 PRINCE & PAUPER VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV201866 LASSIE COME HOME VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV201873 CANTERVILLE GHOST VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV201874 BLOSSOMS IN DUST VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV201875 NEXT VOICE YOU HEAR VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV201994 XX MURDER SHE SAID VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202002 AH, WILDERNESS VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202005 BATTLEGROUND CLR VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV202007 DESTINATION TOKYO B/W VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV202008 DESTINATION TOKYO CLR VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV202010 PATCH OF BLUE, A VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202038 RED SONJA VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202047 TEX AVERY SCREWBALL VOL 3 VHS $2.20 $0.00 $0.00 $0.00 $2.20
MV202049 TOM & JERRY 50TH-VOL2 VHS $2.20 $0.00 $0.00 $0.00 $2.20
MV202050 TOM & JERRY 50TH-VOL3 VHS $2.30 $0.00 $0.00 $0.00 $3.30
MV202051 HERE COMES DROOPY VHS $2.20 $0.00 $0.00 $0.00 $2.20
MV202054 MADAME CURIE $3.46 $0.00 $0.00 $0.00 $3.46
MV202065 AS YOU DESIRE ME VHS $2.79 $0.00 $0.00 $0.00 $2.79
MV202066 MATA HARI (GARBO) VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202067 SUSAN LENOX VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV202068 PAINTED VEIL, THE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202081 HUMORESQUE VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV202082 BOMBSHELL VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202083 HUCKSTERS VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV202085 TOO HOT TO HANDLE VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202092 VERY BEST BUGS VHS $2.10 $0.00 $0.00 $0.00 $2.10
MV202093 BUGS GREATEST HITS VHS $2.10 $0.00 $0.00 $0.00 $2.10
MV202094 BUGS FESTIVAL FUN VHS $2.10 $0.00 $0.00 $0.00 $2.10
MV202095 BUGS ON PARADE VHS $2.20 $0.00 $0.00 $0.00 $2.20
MV202097 BUGS BUNNY ZANIEST TOONS VHS $2.30 $0.00 $0.00 $0.00 $2.30
MV202098 HERE COMES BUGS! VHS $2.30 $0.00 $0.00 $0.00 $2.30
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV202009 BUGS BUNNY H.WOOD LEGEND VHS $2.30 $0.00 $0.00 $0.00 $2.30
MV202100 BUGS BUNNY COMEDY CLASSIC VHS $2.30 $0.00 $0.00 $0.00 $2.30
MV202101 VERY BEST TOM & JERRY VHS $2.20 $0.00 $0.00 $0.00 $2.20
MV202112 LONG LONG TRAILER VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202113 COMMAND DECISION VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV202119 IT HAPPENED IN BROOKLYN VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202120 SAN ANTONIO VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202123 POSSESSED (1947) VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202134 OPPOSITE SEX, THE VHS RED $3.27 $0.00 $0.00 $0.50 $3.77
MV202135 TWO WEEKS WITH LOVE VHS RED $2.96 $0.00 $0.00 $0.50 $3.46
MV202136 STUDENT PRINCE (1954) VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202139 SADIE MCKEE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202143 DISRAELI (1929) $3.01 $0.00 $0.00 $0.00 $3.01
MV202147 BANDWAGON (REMASTERED) VHS $3.23 $0.00 $0.00 $0.50 $3.73
MV202149 CHALLENGE TO LASSIE VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV202151 FLIPPER'S NEW ADVENTURE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202152 GENERAL SPANKY VHS $2.79 $0.00 $0.00 $0.00 $2.79
MV202153 WATCH ON THE RHINE VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV202154 BEYOND THE FOREST VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202155 SATAN MET A LADY VHS $2.79 $0.00 $0.00 $0.00 $2.79
MV202156 BRIDE CAME C.O.D. VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202158 COQUETTE $2.85 $0.00 $0.00 $0.00 $2.85
MV202207 GREEN SLIME, THE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202233 2001:SPACE ODYSSEY-LTBX VHS $4.39 $0.00 $0.00 $0.00 $4.47
MV202250 LADY IN THE LAKE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202252 LADY BE GOOD VHS RED $3.23 $0.00 $0.00 $0.50 $3.73
MV202253 SUMMER HOLIDAY $3.05 $0.00 $0.00 $0.00 $3.05
MV202254 GIVE A GIRL A BREAK VHS RED $2.86 $0.00 $0.00 $0.50 $3.36
MV202255 MEET ME IN LAS VEGAS VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV202256 I LOVE MELVIN VHS RED $2.76 $0.00 $0.00 $0.50 $3.26
MV202264 ACTION IN NORTH ATLANTIC VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV202265 THEY DRIVE BY NIGHT VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202268 LITTLE CAESAR VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV202271 BROADWAY SERENADE VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV202302 SHOWBOAT (1951 REMASTERED) VHS $3.13 $0.00 $0.00 $0.50 $3.63
MV202319 HORN BLOWS AT MIDNIGHT, THE VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV202320 TOM & JERRY NIGHT XMAS VHS $2.00 $0.00 $0.00 $0.00 $2.00
MV202322 MEN OF BOYS TOWN VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202325 KISS ME KATE (REMASTERED) VHS $3.23 $0.00 $0.00 $0.50 $3.73
MV202345 FORBIDDEN PLANET (36TH ANNIV. REMASTER) VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202346 EDISON THE MAN VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202347 KEEPER OF THE FLAME VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202348 SEVENTH CROSS, THE VHS $3.32 $0.00 $0.00 $0.00 $3.32
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV202349 UNDERCURRENT VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV202350 WITHOUT LOVE VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV202351 LOVE CRAZY VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202352 EAST SIDE WEST SIDE VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202353 ROMANCE VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV202354 INSPIRATION VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV202358 FOREVER DARLING $3.05 $0.00 $0.00 $0.00 $3.05
MV202360 GLASS BOTTOM BOAT $3.32 $0.00 $0.00 $0.00 $3.32
MV202364 RELUCTANT DEBUTANE $3.15 $0.00 $0.00 $0.00 $3.15
MV202366 ACROSS THE WIDE MISSOURI $2.85 $0.00 $0.00 $0.00 $2.85
MV202367 XX BETRAYED (1954) $3.22 $0.00 $0.00 $0.00 $3.22
MV202368 XX CHAINED $2.85 $0.00 $0.00 $0.00 $2.85
MV202369 HONKY TONK $3.22 $0.00 $0.00 $0.00 $3.22
MV202371 MANHATTAN MELODRAMA $3.05 $0.00 $0.00 $0.00 $3.05
MV202372 TEST PILOT $3.36 $0.00 $0.00 $0.00 $3.36
MV202374 RECKLESS (1935) VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202375 SPENCER TRACY LEGACY VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202376 DEAR MR GABLE (DOCUMENTARY) VHS $2.40 $0.00 $0.00 $0.50 $2.40
MV202377 SECRET GARDEN, THE VHS $3.05 $0.00 $0.00 $0.45 $3.05
MV202378 LAST TIME I SAW PARIS, THE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV202380 WIFE VS. SECRETARY $3.01 $0.00 $0.00 $0.00 $3.01
MV202391 PROJECT STRIGAS/NEVER NEVR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202392 GAZEBO MAZE/YUKON AFFAIR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202393 DEADLY TOYS/MINUS X AFFAIR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202394 GALATEA/COME CASBAH AFFAIR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202395 OFF BROADWAY/TAKE ME LEADR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202396 CONCRETE OVERCOAT AFFAIR (2 PARTS) VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202397 FIVE DAUGHTERS AFFAIR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202398 7 WONDERS OF WORLD AFFAIR (2 PARTS) VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202401 FATHERS LITTLE DIVIDEND VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV202402 I DOOD IT RED $3.09 $0.00 $0.00 $0.50 $3.59
MV202404 BROADWAY MELODY-1936 VHS-RED $3.09 $0.00 $0.00 $0.50 $3.59
MV202405 PANAMA HATTIE RED $2.86 $0.00 $0.00 $0.50 $3.36
MV202409 GO FOR BROKE! VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202411 OBJECTIVE, BURMAI VHS $4.39 $0.00 $0.00 $0.00 $4.39
MV202412 AIRFORCE VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV202413 MEN OF THE FIGHTING LADY $2.06 $0.00 $0.00 $0.00 $2.96
MV202418 LAUREL & H LAUGHING 20 VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202419 EASTER PARADE RED VHS $3.09 $0.00 $0.00 $0.50 $3.59
MV202422 WATCH THE BIRDIE $2.79 $0.00 $0.00 $0.00 $2.79
MV202423 A SOUTHERN YANKEE $3.05 $0.00 $0.00 $0.00 $3.05
MV202428 PRODIGAL $3.32 $0.00 $0.00 $0.00 $3.32
MV202431 LOST IN A HAREM-CC $3.01 $0.00 $0.00 $0.00 $3.01
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV202434 RIO RITA (1042) $3.05 $0.00 $0.00 $0.00 $3.05
MV202435 HOLLYWOOD PARTY-CC $2.73 $0.00 $0.00 $0.00 $2.73
MV202436 NANCY GOES TO RIO RED $3.09 $0.00 $0.00 $0.50 $3.59
MV202437 THAT FORSYTHE WOMAN $3.32 $0.00 $0.00 $0.00 $3.32
MV202438 KING'S ROW VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV202439 FOUR DAUGHTERS VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202475 PASSAGE TO MARSEILLES VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202476 MAN FROM UNCLE VOL8 $3.19 $0.00 $0.00 $0.00 $3.19
MV202477 MAN FROM UNCLE VOL10 $3.19 $0.00 $0.00 $0.00 $3.19
MV202478 MAN FROM UNCLE VOL11 $3.19 $0.00 $0.00 $0.00 $3.19
MV202479 MAN FROM UNCLE VOL12 $3.19 $0.00 $0.00 $0.00 $3.19
MV202480 MAN FROM UNCLE VOL13 $3.19 $0.00 $0.00 $0.00 $3.19
MV202481 MAN FROM UNCLE VOL14 $3.19 $0.00 $0.00 $0.00 $3.19
MV202482 MAN FROM UNCLE VOL15 $3.19 $0.00 $0.00 $0.00 $3.19
MV202483 MAN FROM UNCLE VOL16 $3.19 $0.00 $0.00 $0.00 $3.19
MV202484 G-MEN B/W VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202485 CITY FOR CONQUEST VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202486 DESPERATE JOURNEY VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202490 TOM & JERRY CARTOON CAVAL VHS $2.20 $0.00 $0.00 $0.00 $2.20
MV202491 TOM & JERRY FESTIVAL FUN VHS $2.20 $0.00 $0.00 $0.00 $2.20
MV202492 TOM & JERRY COMIC CAPERS VHS $2.20 $0.00 $0.00 $0.00 $2.20
MV202493 TOM & JERRY ON PARADE VHS $3.20 $0.00 $0.00 $0.00 $2.20
MV202494 TEX AVERY SCREWBALL VOL4 VHS $2.30 $0.00 $0.00 $0.00 $2.30
MV202495 DROOPY AND COMPANY VHS $2.20 $0.00 $0.00 $0.00 $2.20
MV202506 EVERYBODY SING RED $2.96 $0.00 $0.00 $0.50 $3.46
MV202507 LITTLE NELLIE KELLY RED $3.06 $0.00 $0.00 $0.50 $3.56
MV202508 LISTEN, DARLING RED $2.76 $0.00 $0.00 $0.50 $3.26
MV202509 THOROUGHBREDS DON'T CRY RED $2.86 $0.00 $0.00 $0.50 $3.36
MV202513 XX SEARCH $3.19 $0.00 $0.00 $0.00 $3.19
MV202516 I AM FUGITIVE CHAIN GANG VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202521 ALL THROUGH THE NIGHT $3.22 $0.00 $0.00 $0.00 $3.22
MV202522 BATTLE CIRCUS $3.05 $0.00 $0.00 $0.00 $3.05
MV202523 CHAIN LIGHTNING $3.15 $0.00 $0.00 $0.00 $3.15
MV202524 CONFLICT $3.01 $0.00 $0.00 $0.00 $3.01
MV202525 TWO MRS. CARROLLS $3.15 $0.00 $0.00 $0.00 $3.15
MV202526 VIRGINIA CITY $3.46 $0.00 $0.00 $0.00 $3.46
MV202531 BRIDE WORE RED VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202532 FLAMINGO ROAD VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202533 FORSAKING ALL OTHERS $2.96 $0.00 $0.00 $0.00 $2.96
MV202534 LAST OF MRS. CHEYNEY '37 VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202535 MANNEQUIN $3.15 $0.00 $0.00 $0.00 $3.15
MV202536 SHINING HOUR, THE VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV202537 SUSAN AND GOD VHS $3.36 $0.00 $0.00 $0.00 $3.36
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV202538 WHEN LADIES MEET $3.22 $0.00 $0.00 $0.00 $3.22
MV202539 SINGIN' IN RAIN-40TH ANN VHS $3.27 $0.08 $0.00 $0.70 $4.05
MV202543 MIDSUMMER NIGHT'S DREAM $1.85 $0.00 $0.00 $0.00 $1.85
MV202547 TENDER TRAP, THE $3.32 $0.00 $0.00 $0.00 $3.32
MV202580 DUCHESS OF IDAHO $3.15 $0.00 $0.00 $0.00 $3.15
MV202583 JUPITER'S DARLING $3.15 $0.00 $0.00 $0.00 $3.15
MV202584 ON AN ISLAND WITH YOU $3.22 $0.00 $0.00 $0.00 $3.22
MV202585 SKIRTS AHOY $3.32 $0.00 $0.00 $0.00 $3.32
MV202586 THRILL OF A ROMANCE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202587 QUADRIPARTITE\GIUOCO PIANO AFFAIR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202588 GREEN OPAL/DOVE AFFAIR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202589 BRAINKILLER AFFAIR\BATCAVE AFFAIR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202590 ULTIMATE COMPUTER\ADRIATIC EXPRESS AFFAIR $3.19 $0.00 $0.00 $0.00 $3.19
MV202591 VERY IMP ZOMB\DIPPY BLONDE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202592 DEADLY GOODESS\HULA DOLL AFFAIR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202593 COURAGE OF LASSIE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202594 IT'S A DOGS LIFE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202596 STORY OF SEABISCUIT, THE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202597 ZEBRA IN THE KITCHEN VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202598 JOURNEY FOR MARGARET VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV202599 INSPECTOR GENERAL VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202610 BEAST WITH FIVE FINGERS, THE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202611 MAD LOVE VHS $2.73 $0.00 $0.00 $0.00 $2.73
MV202612 MAST OF FU MANCHU, THE VHS $2.73 $0.00 $0.00 $0.00 $2.73
MV202613 BUREAU OF MISSING PERSONS VHS $2.79 $0.00 $0.00 $0.00 $2.79
MV202614 CABIN IN THE COTTON VHS $2.05 $0.00 $0.00 $0.00 $2.05
MV202615 EX-LADY VHS $2.73 $0.00 $0.00 $0.00 $2.73
MV202616 JUNE BRIDE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202617 KID GALAHAD (1937) VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202618 SISTERS, THE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202619 THAT CERTAIN WOMAN VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202620 WINTER MEETING VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202623 BLESSED EVENT $2.96 $0.00 $0.00 $0.00 $2.96
MV202624 EMPLOYEE'S ENTRANCE $2.85 $0.00 $0.00 $0.00 $2.85
MV202625 FEMALE $2.61 $0.00 $0.00 $0.00 $2.61
MV202627 OUR MODERN MAIDENS $2.85 $0.00 $0.00 $0.00 $2.85
MV202629 GEORGE WASHINGTON SLEPT HERE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202630 GUARDSMAN, THE VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV202631 PRIVATE LIVES VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV202632 STRANGE INTERLUDE VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV202633 BECAUSE YOU'RE MINE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202634 CAT AND THE FIDDLE, THE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202635 FIREFLY, THE VHS $3.67 $0.00 $0.00 $0.00 $3.67
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV202636 SWEET ADELINE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202637 THAT MIDNIGHT KISS VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202641 OPERATION CROSSBOW $3.36 $0.00 $0.00 $0.00 $3.36
MV202644 UNTIL THEY SAIL VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202648 GIRL FROM MISSOURI, THE VHS $2.79 $0.00 $0.00 $0.00 $2.79
MV202649 HOLD YOUR MAN VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202650 PERSONAL PROPERTY VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV202651 RIFF RAFF VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202652 SARATOGA VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202653 SUZY VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV202655 THREE MEN ON A HORSE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV202666 RICH YOUNG AND PRETTY $3.15 $0.00 $0.00 $0.00 $3.15
MV202678 ANCHORS AWEIGH (REMASTERED) VHS $4.30 $0.00 $0.00 $0.50 $4.80
MV202688 ATHENA $3.15 $0.00 $0.00 $0.00 $3.15
MV202689 ROMEO & JULIET (1936) VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV202690 BARRETTS OF WIMPOLE ST VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV202701 TEXAS CARNIVAL VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV202710 BADLANDERS, THE VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV202716 GORGEOUS HUSSY, THE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202740 ON THE TOWN (REMASTERED) RED $3.06 $0.00 $0.00 $0.50 $3.56
MV202746 I LIVE MY LIFE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202748 LADIES THEY TALK ABOUT $2.73 $0.00 $0.00 $0.00 $2.73
MV202758 JAILHOUSE ROCK (COLORIZED) VHS $3.56 $0.00 $0.00 $0.00 $3.15
MV202759 ELVIS LOST PERFORMANCES VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV202760 MGM:WHEN LION ROARS-VOL 1 VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV202761 MGM:WHEN LION ROARS-VOL 2 VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV202762 MGM:WHEN LION ROARS-VOL 3 VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV202781 XX PICK A STAR $2.79 $0.00 $0.00 $0.00 $2.79
MV202782 YELLOW CAB MAN $2.96 $0.00 $0.00 $0.00 $2.96
MV202783 SPEAK EASILY $2.96 $0.00 $0.00 $0.00 $2.96
MV202784 DOUGHBOYS $2.96 $0.00 $0.00 $0.00 $2.96
MV202785 MGM'S BIG PARADE OF COMEDY $3.01 $0.00 $0.00 $0.00 $3.01
MV202819 ESCAPE ME NEVER $3.10 $0.00 $0.00 $0.00 $3.19
MV202820 DAWN PATROL (1938) $3.19 $0.00 $0.00 $0.00 $3.19
MV202822 EDGE OF DARKNESS $3.46 $0.00 $0.00 $0.00 $3.46
MV202823 DIVE BOMBER $3.67 $0.00 $0.00 $0.00 $3.67
MV202824 BACKGROUND TO DANGER $2.96 $0.00 $0.00 $0.00 $2.96
MV202825 GENTLEMAN JIM $3.22 $0.00 $0.00 $0.00 $3.22
MV202826 SHIP AHOY $3.15 $0.00 $0.00 $0.00 $3.15
MV202827 BROADWAY RHYTHM $3.36 $0.00 $0.00 $0.00 $3.36
MV202828 HONOLULU $3.01 $0.00 $0.00 $0.00 $3.01
MV202829 GOING HOLLYWOOD $2.96 $0.00 $0.00 $0.00 $2.96
MV202830 HOLIDAY IN MEXICO $3.67 $0.00 $0.00 $0.00 $3.67
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV202831 WHISTLING IN THE DARK (1941) $2.85 $0.00 $0.00 $0.00 $2.85
MV202832 WHISTLING IN BROOKLYN $3.01 $0.00 $0.00 $0.00 $3.01
MV202833 RASPUTIN AND THE EMPRESS $3.46 $0.00 $0.00 $0.00 $3.46
MV202834 GREEN PASTURES, THE (1936) $3.05 $0.00 $0.00 $0.00 $3.05
MV202835 VIVA VILLA $3.32 $0.00 $0.00 $0.00 $3.32
MV202836 WHITE CLIFFS OF DOVER, THE $3.56 $0.00 $0.00 $0.00 $3.56
MV202837 OUR VINES HAVE TENDER GRAPES $3.22 $0.00 $0.00 $0.00 $3.22
MV202838 INTRUDER IN THE DUST $3.01 $0.00 $0.00 $0.00 $3.01
MV202839 HALLELUJAH $3.19 $0.00 $0.00 $0.00 $3.19
MV202840 SEA WOLF, THE $3.01 $0.00 $0.00 $0.00 $3.01
MV202841 THREE COMRADES $3.15 $0.00 $0.00 $0.00 $3.15
MV202843 FORTUNE AND MEN'S EYES VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV202844 ON BORROWED TIME VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV202845 MERRY WIDOW, THE (1952) $3.22 $0.00 $0.00 $0.00 $3.22
MV202865 I LOVE YOU AGAIN $1.85 $0.00 $0.00 $0.00 $1.85
MV202916 GOLDEN AGE OF LOONEY TUNES VOLUME #1 $2.40 $0.00 $0.00 $0.00 $2.40
MV202917 GOLDEN AGE OF LOONEY TUNES VOLUME #2 $2.40 $0.00 $0.00 $0.00 $2.40
MV202918 GOLDEN AGE OF LOONEY TUNES VOLUME #3 $2.50 $0.00 $0.00 $0.00 $2.50
MV202919 GOLDEN AGE OF LOONEY TUNES VOLUME #4 $2.50 $0.00 $0.00 $0.00 $2.50
MV202920 GOLDEN AGE OF LOONEY TUNES VOLUME #5 $2.50 $0.00 $0.00 $0.00 $2.50
MV202922 GOLDEN AGE OF LOONEY TUNES VOLUME #6 $2.40 $0.00 $0.00 $0.00 $2.40
MV202923 GOLDEN AGE OF LOONEY TUNES VOLUME #7 $2.50 $0.00 $0.00 $0.00 $2.50
MV202924 GOLDEN AGE OF LOONEY TUNES VOLUME #8 $2.40 $0.00 $0.00 $0.00 $2.40
MV202925 GOLDEN AGE OF LOONEY TUNES VOLUME #9 $2.40 $0.00 $0.00 $0.00 $2.40
MV202926 GOLDEN AGE OF LOONEY TUNES VOLUME #10 $2.40 $0.00 $0.00 $0.00 $2.40
MV202944 BOY MEETS GIRL $1.85 $0.00 $0.00 $0.00 $1.85
MV202945 CAPTAINS OF THE CLOUDS $1.85 $0.00 $0.00 $0.00 $1.85
MV202946 CEILING ZERO $1.85 $0.00 $0.00 $0.00 $1.85
MV202947 DEVIL DOGS OF THE AIR $1.85 $0.00 $0.00 $0.00 $1.85
MV202948 FIGHTING 69TH $1.85 $0.00 $0.00 $0.00 $1.85
MV202950 DOUBLE WEDDING $1.85 $0.00 $0.00 $0.00 $1.85
MV202951 SANTA FE TRAIL $1.85 $0.00 $0.00 $0.00 $1.85
MV202952 FLIRTATION WALK $1.85 $0.00 $0.00 $0.00 $1.85
MV202953 LOVE ON THE RUN $1.85 $0.00 $0.00 $0.00 $1.85
MV202954 MRS. PARKINGTON $1.85 $0.00 $0.00 $0.00 $1.85
MV202955 MINIVER STORY, THE $1.85 $0.00 $0.00 $0.00 $1.85
MV202956 JULIA MISBEHAVES $3.19 $0.00 $0.00 $0.00 $3.19
MV202959 WHEELER DEALERS, THE $3.19 $0.00 $0.00 $0.00 $3.19
MV202963 YOUNG TOM EDISON $3.01 $0.00 $0.00 $0.00 $3.01
MV202988 JOHNNY EAGER $3.22 $0.00 $0.00 $0.00 $3.22
MV202989 SOMEWHERE I'LL FIND YOU $3.22 $0.00 $0.00 $0.00 $3.22
MV202990 WEEKEND AT THE WALDORF $3.67 $0.00 $0.00 $0.00 $3.67
MV202991 CASS TIMBERLANE $3.36 $0.00 $0.00 $0.00 $3.36
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV202992 HOMECOMING $3.32 $0.00 $0.00 $0.00 $3.32
MV202993 LATIN LOVERS $3.22 $0.00 $0.00 $0.00 $3.22
MV202994 LIFE OF HER OWN, A $3.22 $0.00 $0.00 $0.00 $3.22
MV202995 GIRL WHO HAD EVERYTHING, THE $2.79 $0.00 $0.00 $0.00 $2.79
MV202996 CONSPIRATOR $3.01 $0.00 $0.00 $0.00 $3.01
MV202997 LOVE IS BETTER THAN EVER $2.86 $0.00 $0.00 $0.00 $2.96
MV202998 BIG HANGOVER, THE $2.96 $0.00 $0.00 $0.00 $2.96
MV203016 MAN I LOVE, THE $3.05 $0.00 $0.00 $0.00 $3.05
MV203019 SMILIN' THROUGH (1932) $1.85 $0.00 $0.00 $0.00 $1.85
MV203023 MAGNIFICENT YANKEE, THE $3.01 $0.00 $0.00 $0.00 $3.01
MV203024 ADVENTURES OF MARK TWAIN, THE $3.67 $0.00 $0.00 $0.00 $3.67
MV203025 LOOK FOR THE SILVER LINING $3.22 $0.00 $0.00 $0.00 $3.22
MV203036 WHISTLING IN DIXIE $2.79 $0.00 $0.00 $0.00 $2.79
MV203037 OPERATOR 13 $3.01 $0.00 $0.00 $0.00 $3.01
MV203038 TODAY WE LIVE $3.32 $0.00 $0.00 $0.00 $3.32
MV203041 TASK FORCE $1.85 $0.00 $0.00 $0.00 $1.85
MV203047 TUNNEL OF LOVE, THE $3.15 $0.00 $0.00 $0.00 $3.15
MV203048 MATING GAME, THE $3.15 $0.00 $0.00 $0.00 $3.15
MV203049 IT STARTED WITH A KISS $3.19 $0.00 $0.00 $0.00 $3.19
MV203050 WHERE WERE YOU/LIGHTS OUT $3.05 $0.00 $0.00 $0.00 $3.05
MV203060 TARZAN FINDS A SON $2.96 $0.00 $0.00 $0.00 $2.96
MV203061 TARZAN'S SECRET TREASURE $2.96 $0.00 $0.00 $0.00 $2.96
MV203062 TARZAN'S NEW YORK ADVENTURE $2.79 $0.00 $0.00 $0.00 $2.79
MV203081 LAUGHING SINNERS $1.05 $0.00 $0.00 $0.00 $1.85
MV203103 2001: SPACE ODYSSEY--25TH ANNIV.* $1.76 $0.00 $0.00 $0.65 $2.49
MV203104 2001: SPACE ODYSSEY--25TH ANNIV. (LBX)* $4.61 $0.00 $0.00 $0.65 $5.34
MV203165 FREE AND EASY $3.05 $0.00 $0.00 $0.00 $3.05
MV203166 WHAT! NO BEER? $2.73 $0.00 $0.00 $0.00 $2.73
MV203845 ADAMS RIB CLR VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV203846 FATHER OF BRIDE CLR VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV203851 BOYS TOWN VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV203852 TEX AVERY SCREWBALL VOL 1 VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV203853 STARRING BUGS BUNNY VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV203911 GABRIEL OVER THE WHITE HOUSE $3.01 $0.00 $0.00 $0.00 $3.01
MV203929 HILLS OF HOME, THE $3.15 $0.00 $0.00 $0.00 $3.15
MV203930 PAINTED HILLS, THE $2.73 $0.00 $0.00 $0.00 $2.73
MV203931 SUN COMES UP, THE $3.05 $0.00 $0.00 $0.00 $3.05
MV203967 DIANE $3.32 $0.00 $0.00 $0.00 $3.32
MV203984 GYPSY COLT $2.79 $0.00 $0.00 $0.00 $2.79
MV203985 BUSHBABY, THE $3.19 $0.00 $0.00 $0.00 $3.19
MV203986 MAYA $3.05 $0.00 $0.00 $0.00 $3.05
MV203987 ATLANTIS, THE LOST CONTINENT $3.05 $0.00 $0.00 $0.00 $3.05
MV203094 HIGH SOCIETY (REMAST.) $3.22 $0.00 $0.00 $0.00 $3.22
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV203995 GOOD NEWS (REMAST.) $3.15 $0.00 $0.00 $0.00 $3.15
MV203997 GREAT CARUSO (REMAST.) $3.32 $0.00 $0.00 $0.00 $3.32
MV203998 KISMET (REMASTER) $3.36 $0.00 $0.00 $0.00 $3.36
MV203999 ALEX IN WONDERLAND $3.32 $0.00 $0.00 $0.00 $3.32
MV204401 SIDEWALKS OF NEW YORK $2.85 $0.00 $0.00 $0.00 $2.85
MV204409 9 1/2 WEEKS (NEW FOOTAGE) (UNRATED) $3.36 $0.00 $0.00 $0.00 $3.36
MV300230 MGM CARTOON MAGIC VHS $2.50 $0.00 $0.00 $0.00 $2.50
MV300272 BUTTERFIELD 8 VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV300307 KISS ME KATE VHS RED $3.23 $0.00 $0.00 $0.50 $3.73
MV300308 LES GIRLS VHS $3.23 $0.00 $0.00 $0.53 $3.76
MV300309 ANCHORS AWEIGH VHS RED $4.45 $0.00 $0.00 $0.50 $4.95
MV300321 BARKLEYS OF BROADWAT VHS RED $3.13 $0.00 $0.00 $0.50 $3.63
MV300374 ROSE MARIE (1936) VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV300375 BROTHERS KARAMAZOV VHS $4.45 $0.00 $0.00 $0.53 $4.98
MV300399 KNIGHTS ROUND TABLE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV300400 CIMARRON (1931) VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV300408 RED BADGE COURAGE* VHS $2.63 $0.00 $0.00 $0.53 $3.16
MV300472 CAMILLE VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV300474 SAN FRANCISCO VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV300480 NATIONAL VELVET VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV300494 WATERLOO BRIDGE* VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV300500 YEARLING, THE VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV300503 TAKE ME OUT BALLGAME VHS--RED F $3.06 $0.00 $0.00 $0.50 $3.56
MV300505 ANNA KARENINA VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV300507 SONG OF LOVE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV300511 NEVER SO FEW SILVER $3.37 $0.00 $0.00 $0.45 $3.82
MV300514 FAR FR MADDING CROWD VHS--COPPER F $5.70 $0.00 $0.00 $0.45 $6.15
MV300531 QUEEN CHRISTINA VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV300538 GREAT ZIEGFELD VHS $5.97 $0.00 $0.00 $0.45 $6.42
MV300558 CABIN IN THE SKY VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV300559 SMILIN' THROUGH* VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV300560 RED DUST VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV300561 CHINA SEAS VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV300567 GIRL CRAZY VHS RED $3.06 $0.00 $0.00 $0.50 $3.56
MV300568 ROSALIE VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV300586 ADV OF DROOPY VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV300606 MIN AND BILL VHS $2.63 $0.00 $0.00 $0.53 $3.16
MV300607 POSSESSED VHS $2.05 $0.00 $0.00 $0.00 $2.85
MV300608 THIN MAN, THE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV300609 MAYTIME VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV300610 XX IDIOT'S DELIGHT VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV300611 WOMAN'S FACE, A VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV300612 CITADEL, THE VHS $3.32 $0.00 $0.00 $0.00 $3.32
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV300626 DEEP IN MY HEART VHS $3.50 $0.00 $0.00 $0.53 $4.11
MV300639 BAD DAY @ BLACK ROCK VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV300640 SOMEBODY UP LIKE ME VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV300649 DAVID COPPERFIELD VHS $3.67 $0.00 $0.00 $0.00 $3.32
MV300650 FOUR HORSEMEN APOCALYPSE VHS $4.61 $0.00 $0.00 $0.53 $5.14
MV300651 DR JEKYLL/HYDE--'41 VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV300652 THREE MUSKETEERS* VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV300653 DRAGON SEED* VHS $4 54 $0.00 $0.00 $0.00 $4.54
MV300687 GOODBYE MR CHIPS--'39 VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV300689 CHRISTMAS CAROL B/W VHS $2.73 $0.00 $0.00 $0.00 $2.73
MV300743 ANTHONY ADVERSE VHS $4.14 $0.00 $0.00 $0.53 $4.67
MV300745 OF HUMAN BONDAGE VHS $3.09 $0.00 $0.00 $0.53 $3.62
MV300746 HUMAN COMEDY, THE VHS $3.27 $0.00 $0.00 $0.53 $3.80
MV300753 OUR GANG: DON'T LIE VHS $2.40 $0.00 $0.00 $0.00 $2.40
MV300796 BILLY ROSE'S JUMBO $3.56 $0.00 $0.00 $0.00 $3.56
MV300802 HOME FROM THE HILL VHS $4.70 $0.00 $0.00 $0.00 $4.70
MV300804 MRS. MINIVER VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV300820 AFTER THIN MAN VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV300827 PRESENT LILI MARS RED $3.09 $0.00 $0.00 $0.50 $3.59
MV300841 FATHER OF BRIDE B/W VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV300845 BIG STORE, THE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV300851 SUMMER STOCK VHS RED $3.37 $0.00 $0.00 $0.50 $3.87
MV300857 BONNIE SCOTLAND VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV300860 IN GOOD OLD SUMMERTIME VHS RED $3.09 $0.00 $0.00 $0.50 $3.59
MV300861 WORDS AND MUSIC VHS $3.37 $0.00 $0.00 $0.53 $3.90
MV300862 EASY TO LOVE $3.15 $0.00 $0.00 $0.00 $3.15
MV300863 DANGEROUS WHEN WET VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV300868 ANOTHER THIN MAN VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV300877 GOOD NEWS VHS RED $2.96 $0.00 $0.00 $0.50 $3.46
MV300891 ROBERTA VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV300892 LIBELED LADY VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV300893 MILLION $ MERMAID VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV300909 PAGAN LOVE SONG $2.85 $0.00 $0.00 $0.00 $2.85
MV300959 BAD AND BEAUTIFUL VHS $3.36 $0.00 $0.00 $0.50 $3.36
MV300961 RANDOM HARVEST VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV300964 SOME CAME RUNNING VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV300967 SHADOW OF THIN MAN VHS $3.15 $0.00 $0.00 $0.53 $3.15
MV300969 SONG OF THIN MAN VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV300970 THIN MAN GOES HOME VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV300976 BEST FOOT FORWARD RED $2.96 $0.00 $0.00 $0.50 $3.46
MV300980 KIM (1950) VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV300983 DUBARRY WAS A LADY VHS $3.09 $0.00 $0.00 $0.53 $3.82
MV300984 THOUSANDS CHEER VHS $3.56 $0.00 $0.00 $0.00 $3.56
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV300985 GREAT WALTZ, THE (1938) VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301001 POSTMAN RINGS 2X--B/W VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV301003 HARVEY GIRLS, THE VHS RED $3.09 $0.00 $0.00 $0.50 $3.59
MV301048 BROADWAY MELODY--1938 VHS $3.23 $0.00 $0.00 $0.53 $3.76
MV301049 YOLANDA & THIEF VHS $3.23 $0.00 $0.00 $0.53 $3.76
MV301052 THANK LUCKY STARS VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV301053 ITS FAIR WEATHER VHS $3.09 $0.00 $0.00 $0.53 $3.62
MV301066 KAOS $5 09 $0.00 $0.00 $0.45 $6.44
MV301110 DANCING LADY VHS RED $2.96 $0.00 $0.00 $0.50 $3.46
MV301111 BROADWAY MELODY--1940 VHS RED $3.09 $0.00 $0.00 $0.50 $3.59
MV301132 NORTHWEST PASSAGE VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV301148 MY DREAM IS YOURS VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301149 RHAPSODY IN BLUE VHS $4.39 $0.00 $0.00 $0.00 $4.39
MV301150 TOAST NEW ORLEANS VHS $3.09 $0.00 $0.00 $0.53 $3.62
MV301163 CHRISTMAS CONNECTICUT VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301164 SHOP AROUND CORNER VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV301189 THREE LITTLE WORDS VHS RED $3.09 $0.00 $0.00 $0.50 $3.59
MV301190 BELLE OF NEW YORK VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV301269 PAT AND MIKE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV301308 CORN IS GREEN, THE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV301309 MARKED WOMAN VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV301310 MR. SKEFFINGTON VHS $4.54 $0.00 $0.00 $0.00 $4.54
MV301311 OLD MAID, THE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV301312 DARK VICTORY VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV301313 JEZEBEL VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV301315 LETTER, THE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV301316 NOW, VOYAGER VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV301356 BIG PARADE (SILENT) VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV301357 CROWD, THE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301358 FLESH & THE DEVEL VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV301359 WIND, THE VHS $2.06 $0.00 $0.00 $0.00 $2.96
MV301360 GREED VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV301380 GUY NAMED JOE, A VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV301381 NEW MOON VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV301400 EXECUTIVE SUITE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301468 SWEETHEARTS VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV301469 LIFE OF EMILE ZOLA VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV301474 BEN HUR (SILENT) VHS $4.39 $0.00 $0.00 $0.00 $4.39
MV301484 I'LL CRY TOMORROW VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV301485 BITTERSWEET VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV301492 BROADWAY MELODY--1929 VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301539 SHOW PEOPLE VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV301552 TORCH SONG 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 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>
MV301566 CHOCOLATE SOLDIER VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301579 POSTMAN RINGS 2X CLR VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV301505 ZIEGFELD GIRL VHS $4.54 $0.00 $0.00 $0.00 $4.54
MV301589 STRANGE CARGO VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV301590 MERRY WIDOW, THE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV301591 I MARRIED AN ANGEL VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV301592 GIRL GOLDEN WEST VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV301644 PRISONER OF ZENDA (1937) VHS $3 19 $0.00 $0.00 $0.00 $3.19
MV301656 XX WIZARD OZ 50TH ANNIV VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV301665 CHAMP, THE (1931) VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV301672 42ND STREET B/W VHS RED $2.96 $0.00 $0.00 $0.00 $3.46
MV301673 GOLD DIGGERS 1933 VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301674 GOLD DIGGERS 1935 VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV301675 DAMES VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301676 FOOTLIGHT PARADE VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV301677 BABES ON BROADWAY VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV301731 42ND STREET CLR RED $2.96 $0.00 $0.00 $0.50 $3.46
MV301732 XX WIZARD OZ 50TH--SPANISH VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV301742 MILDRED PIERCE VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV301757 SHOWBOAT (1936) VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV301758 SERGEANT YORK VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV301761 STORY LOUIS PASTEUR VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV301774 FOUNTAINHEAD, THE VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV301822 TWO FACED WOMAN VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV301823 MARIE ANTOINETTE VHS $4.54 $0.00 $0.00 $0.00 $4.54
MV302069 NIGHT NURSE VHS $2.79 $0.00 $0.00 $0.00 $2.79
MV302070 BABY FACE VHS $2.79 $0.00 $0.00 $0.00 $2.79
MV302071 LADY KILLER $2.85 $0.00 $0.00 $0.00 $2.85
MV302072 THREE ON A MATCH $2.73 $0.00 $0.00 $0.00 $2.73
MV302073 BLONDE CRAZY VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV302074 RED HEADED WOMAN $2.96 $0.00 $0.00 $0.00 $2.96
MV302075 DANCE FOOLS DANCE VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV302076 HEORES FOR SALE VHS $2.79 $0.00 $0.00 $0.00 $2.79
MV302137 DIVORCEE, THE VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV302141 SIN OF MADELEINE CLAUDET, THE VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV302142 FREE SOUL, A VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV302159 CAMERAMAN, THE VHS $2.73 $0.00 $0.00 $0.00 $2.73
MV302160 STUDENT PRINCE HEIDEL $3.22 $0.00 $0.00 $0.00 $3.22
MV302161 WOMAN OF AFFAIRS, A VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV302162 DON JUAN '26/SHORTS VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV302209 SINGLE STANDARD, THE VHS $2.79 $0.00 $0.00 $0.00 $2.79
MV302210 OUR DANCING DAUGHTERS VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV302259 KISS, THE VHS $2.61 $0.00 $0.00 $0.00 $2.61
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV302270 NIGHT AND DAY VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV302299 MYSTERIOUS LADY, THE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV302300 SPITE MARRIAGE VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV302308 IT'S A DATE VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV302309 HOLLYWOOD CANTEEN VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV302311 IT'S A GREAT FEELING $3.01 $0.00 $0.00 $0.00 $3.01
MV302312 JAZZ SINGER, THE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV302313 ROMANCE ON THE HIGH SEAS VHS $3 15 $0.00 $0.00 $0.00 $3.15
MV302382 CHRISTMAS CARTOON GIFTPAK VHS $5.76 $0.00 $0.00 $3.93 $9.69
MV302609 CASABLANCA 50TH VHS $3.58 $0.08 $0.00 $0.31 $3.96
MV400115 NINOTCHKA VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV400146 TOM & JERRY II VHS $2.40 $0.00 $0.00 $0.43 $2.83
MV400298 XX TOM AND JERRY III VHS $2.52 $0.00 $0.00 $0.43 $2.95
MV400430 TOM THUMB $2.96 $0.00 $0.00 $0.43 $3.39
MV400450 MUTINY BOUNTY--'35 GABLE VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV400473 GASLIGHT VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV400495 XX WILD ORCHIDS $3.36 $0.00 $0.00 $0.00 $3.36
MV400498 ANNA CHRISTIE VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV400506 WOMEN, THE VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV400533 DINNER AT EIGHT VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV400555 KNUTE ROCKNE $3.06 $0.00 $0.00 $0.43 $3.49
MV400564 GRAND HOTEL VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV400565 STRIKE UP THE BAND VHS RED $3.37 $0.00 $0.00 $0.50 $3.87
MV400566 PICTURE DORIAN GRAY VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV400585 BABES IN ARMS VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV402283 GIGI/AMERICAN IN PARIS VHS 2-PAK $6.59 $0.00 $0.00 $0.25 $6.84
MV500009 NIGHT AT THE OPERA VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV500010 ADAM'S RIB B/W VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV500011 JAILHOUSE ROCK $3.15 $0.00 $0.00 $0.00 $3.15
MV500032 TREASURE ISLAND--B/W VHS SILVER $3.00 $0.00 $0.00 $0.45 $3.54
MV500043 TARZAN APEMAN (ORIGINAL) VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV500053 ADV OF HUCK FINN VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV500058 CAPTAIN'S COURAGEOUS VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV500059 PHILADELPHIA STORY--B/W SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV500064 DAY AT RACES, A VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV500079 ABBOT/COSTELLO/HLYWD VHS $2.86 $0.00 $0.00 $0.43 $3.29
MV500085 GO WEST VHS $2.96 $0.00 $0.00 $0.00 $2.96
MV500103 CLOWN, THE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV500114 PRIDE AND PREJUDICE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV500121 AT THE CIRCUS VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV500155 PHANTOM TOLLBOOTH VHS $3.01 $0.00 $0.00 $0.00 $3.01
MV600001 WIZARD OF OZ VHS $3.19 $0.08 $0.00 $0.00 $3.27
MV600006 AMERICAN IN PARIS VHS RED $3.23 $0.00 $0.00 $0.50 $3.73
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV600007 THAT'S ENTERTAINMENT 1 VHS--RED FOIL $4.14 $0.00 $0.00 $0.50 $4.64
MV600012 NETWORK VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV600013 COMA VHS $3.23 $0.00 $0.00 $0.43 $3.66
MV600014 SUNSHINE BOYS VHS SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV600015 BLOW UP VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV600034 CHAMP, THE (1979) VHS $3.27 $0.00 $0.00 $0.43 $3.70
MV600037 FORMULA, THE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV600041 XX FORBIDDEN PLANET--OLD VHS $3 06 $0.00 $0.00 $0.45 $3.51
MV600047 XX HIDE IN PLAIN SIGHT VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV600055 MOGAMBO VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV600057 ON THE TOWN VHS RED $3.09 $0.00 $0.00 $0.50 $3.59
MV600060 CAT HOT TIN ROOF VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV600067 GREAT CARUSO, THE VHS RED $3.13 $0.00 $0.00 $0.50 $3.63
MV600068 LOLITA $4.70 $0.00 $0.00 $0.00 $4.70
MV600070 SOYLENT GREEN VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV600078 TALE OF TWO CITIES VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV600080 NIGHT OF THE IGUANA VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV600082 LOGAN'S RUN VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV600083 ROYAL WEDDING VHS RED $3.06 $0.00 $0.00 $0.50 $3.56
MV600084 LITTLE WOMEN--1933 VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV600092 IVANHOE VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV600093 WOMAN OF THE YEAR VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV600097 WESTWORLD VHS SILVER $2.92 $0.00 $0.00 $0.45 $3.37
MV600102 MADAME BOVARY $3.23 $0.00 $0.00 $0.53 $3.76
MV600104 NORTH BY NORTHWEST VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV600116 VIVA LAS VEGAS VHS SILVER $2.92 $0.00 $0.00 $0.45 $3.37
MV600120 GOOD EARTH, THE VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV600129 DEMON SEED VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV600131 PRISONER OF ZENDA VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV600135 CINCINNATI KID VHS $3.09 $0.00 $0.00 $0.43 $3.52
MV600152 TIME MACHINE, THE VHS SILVER $3.09 $0.00 $0.00 $0.45 $3.54
MV600153 ELVIS ON TOUR $3.05 $0.00 $0.00 $0.00 $3.05
MV600158 XX VERY PRIVATE AFFAIR VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV600159 PAT GARRETT--KID VHS $3.37 $0.00 $0.00 $0.43 $3.80
MV600160 ICE STATION ZEBRA SILVER $4.45 $0.00 $0.00 $0.45 $4.90
MV600167 SHOWBOAT (1951) VHS RED $3.13 $0.00 $0.00 $0.50 $3.63
MV600173 ZIEGFELD FOLLIES VHS RED $3.23 $0.00 $0.00 $0.50 $3.73
MV600174 VILLAGE OF DAMNED VHS $2.76 $0.00 $0.00 $0.43 $3.19
MV600185 SINGIN' IN RAIN VHS RED $3.09 $0.00 $0.00 $0.50 $3.59
MV600192 INVITATION TO DANCE VHS RED $2.96 $0.00 $0.00 $0.50 $3.46
MV600196 ZABRISKIE POINT VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV600207 XX CORVETTE SUMMER VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV600220 XX HE KNOWS YOU'RE ALONE $3.05 $0.00 $0.00 $0.00 $3.05
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV600256 EASTER PARADE VHS RED $3.09 $0.00 $0.00 $0.50 $3.59
MV600257 XX RISE & FALL 3RD REICH $3.22 $0.00 $0.00 $0.00 $3.22
MV600263 MAN LOVED CAT DANCING VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV600292 HIGH SOCIETY VHS RED $3.13 $0.00 $0.00 $0.50 $3.63
MV600296 XX INTERNATIONAL VELVET VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV600305 WILD ROVERS VHS $4.14 $0.00 $0.00 $0.43 $4.57
MV600310 LILI $2.96 $0.00 $0.00 $0.00 $2.96
MV600316 HERO AT LARGE $3.19 $0.00 $0.00 $0.00 $3.19
MV600371 NAUGHTY MARIETTA VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV600388 HEARTS OF THE WEST VHS $3.09 $0.08 $0.00 $0.43 $3.52
MV600419 WHERE THE BOYS ARE VHS $3.09 $0.00 $0.00 $0.43 $3.52
MV600422 DEATH CENTERFOLD* VHS $3.06 $0.00 $0.00 $0.43 $3.49
MV600429 XX MRS. BROWN DAUGHTER $3.06 $0.00 $0.00 $0.43 $3.49
MV600452 XX HYSTERIA VHS $2.92 $0.00 $0.00 $0.43 $3.35
MV600467 AROUND WORLD/SEA $3.23 $0.00 $0.00 $0.43 $3.66
MV600475 IT HAPPEN WORLDS FAIR VHS $3.22 $0.00 $0.00 $0.00 $3.22
MV600478 SPEEDWAY VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV600485 DOUBLE TROUBLE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV600486 HARUM SCARUM FHS SILVER $2.92 $0.00 $0.00 $0.45 $3.37
MV600520 NAKED SPUR, THE VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV600578 UNSINKABLE MOLLY BROWN VHS--ED F $3.47 $0.00 $0.00 $0.50 $3.97
MV600862 WIND & THE LION, THE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV600687 7 FACES OF DR. LAO VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV600727 GREEN DOLPHIN ST VHS $4.39 $0.00 $0.00 $0.00 $4.39
MV600747 TO HAVE & HAVE NOT VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV600748 ADV OF DON JUAN--'49 VHS $3.23 $0.00 $0.00 $0.43 $3.66
MV600749 ALL THIS & HEAVEN VHS $4.39 $0.00 $0.00 $0.00 $4.39
MV600781 JOHNNY BELINDA VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV600843 FREAKS VHS $2.73 $0.00 $0.00 $0.00 $2.73
MV600847 THEY WERE EXPENDABLE B/W VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV600850 RIDE HIGH COUNTRY VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV600881 STRAWBERRY BLOND VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV600883 OKLAHOMA KID, THE $2.96 $0.00 $0.00 $0.00 $2.96
MV600903 XX HAUNTING VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV600904 DEVIL DOLL, THE VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV600905 MARK OF VAMPIRE VHS $2.61 $0.00 $0.00 $0.00 $2.61
MV600927 BATAAN VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV600928 THIRTY SECONDS TOKYO VHS $4.24 $0.00 $0.00 $0.00 $4.24
MV601159 DR X VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV601160 MYSTERY WAX MUSEUM VHS $2.85 $0.00 $0.00 $0.00 $2.85
MV602751 TRACY & HEPBURN GIFT SET $9.81 $0.00 $0.00 $2.76 $12.57
MV602758 CLARK GABLE GIFT SET $10.29 $0.00 $0.00 $2.76 $13.05
MV602763 MGM: WHEN LION ROARS (3 PACK) VHS $10.29 $0.00 $0.00 $2.82 $13.11
</TABLE>
<PAGE>
METRO-GOLDWYN-MAYER INC.
DIRECT MAIL DEPARTMENT XX - MORATORIUM TITLES
CRITICS' CHOICE 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>
MV700002 2001: SPACE ODYSSEY VHS $4.24 $0.00 $0.00 $0.00 $4.32
MV700008 DIRTY DOZEN, THE VHS $4.70 $0.00 $0.00 $0.00 $4.70
MV700027 FAME VHS $3.87 $0.00 $0.00 $0.00 $3.67
MV700040 BRIGADOON VHS RED $3.13 $0.00 $0.00 $0.50 $3.63
MV700050 GIGI VHS RED $3.27 $0.00 $0.00 $0.50 $3.77
MV700051 SILK STOCKINGS VHS RED $3.27 $0.00 $0.00 $0.50 $3.77
MV700063 BELLS ARE RINGING VHS RED $3.47 $0.00 $0.00 $0.50 $3.97
MV700069 GOODBYE GIRL, THE VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV700074 CLASH OF THE TITANS VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV700075 THAT'S ENTERTAINMENT 2 VHS RED F $3.58 $0.00 $0.00 $0.50 $4.08
MV700091 SEVEN BRIDES/BROTHERS $3.19 $0.00 $0.00 $0.00 $3.19
MV700094 TILL CLOUDS ROLL BY VHS RED $4.15 $0.00 $0.00 $0.50 $4.65
MV700101 PIRATE, THE VHS RED $3.09 $0.00 $0.00 $0.50 $3.59
MV700113 BANDWAGON VHS RED $3.23 $0.00 $0.00 $0.50 $3.73
MV700127 TELEFON VHS SILVER $3.06 $0.00 $0.00 $0.45 $3.51
MV700130 KISMET VHS RED $3.23 $0.00 $0.00 $0.50 $3.73
MV700137 WHERE EAGLES DARE VHS SILVER $4.76 $0.00 $0.00 $0.45 $5.21
MV700163 RYANS DAUGHTER VHS DBLCPR $6.19 $0.00 $0.00 $0.45 $6.64
MV700168 KELLYS HEROES VHS $4.54 $0.00 $0.00 $0.00 $4.54
MV700191 SHAFT VHS SILVER $3.09 $0.00 $0.00 $0.45 $3.54
MV700277 SANDPIPER, THE VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV700326 KING OF KINGS VHS DBLCPR $5.74 $0.00 $0.00 $0.45 $6.19
MV700373 ELVIS: WAY IT IS $3.22 $0.00 $0.00 $0.00 $3.22
MV700397 SHOES OF FISHERMAN VHS DBLCPR $5.72 $0.00 $0.00 $0.45 $6.17
MV700414 STRAWBERRY STATEMENT VHS $3.13 $0.00 $0.00 $0.43 $3.56
MV700468 BREWSTER MCCLOUD $3.13 $0.00 $0.00 $0.43 $3.56
MV700483 ASPHALT JUNGLE VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV800109 TARZAN (BO DEREK) VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV800140 WHOSE LIFE IS IT VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV800141 SHOOT THE MOON VHS $3.46 $0.00 $0.00 $0.00 $3.46
MV800143 CANNERY ROW VHS $3.37 $0.00 $0.00 $0.43 $3.80
MV800144 STRANGER IS WATCHING VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV800147 PENNIES FROM HEAVEN $3.22 $0.00 $0.00 $0.00 $3.22
MV800151 VICTOR/VICTORIA VHS $3.67 $0.00 $0.00 $0.00 $3.67
MV800164 DINER VHS SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV800165 POLTERGEIST 1 VHS SILVER $3.23 $0.00 $0.00 $0.45 $3.68
MV800188 MY FAVORITE YEAR VHS SILVER $2.92 $0.00 $0.00 $0.45 $3.37
MV800189 FORCED VENGEANCE VHS SILVER $2.96 $0.00 $0.00 $0.45 $3.41
MV800226 BEASTMASTER VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV800243 YEAR LIVING DANGEROUSLY VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV800278 POINT BLANK VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV800281 HUNGER, THE VHS $3.15 $0.00 $0.00 $0.00 $3.15
MV800314 BRAINSTORM 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 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>
MV800322 STRANGE BREW VHS $3.05 $0.00 $0.00 $0.53 $3.05
MV800421 RECKLESS VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV800427 ICE PIRATES VHS $3.06 $0.00 $0.00 $0.43 $3.49
MV800446 CHRISTMAS STORY, A VHS $3.05 $0.00 $0.00 $0.00 $3.05
MV800451 MISUNDERSTOOD $3.06 $0.00 $0.00 $0.43 $3.49
MV800477 GRAND PRIX VHS DBLCPR $5.92 $0.00 $0.00 $0.45 $6.37
MV800487 ELECTRIC DREAMS $3.06 $0.00 $0.00 $0.43 $3.49
MV800570 XX JUST WAY YOU ARE $3.15 $0.00 $0.00 $0.00 $3.15
MV800591 2010:YEAR CONTACT SILVER $3.27 $0.00 $0.00 $0.45 $3.72
MV800600 MRS. SOFFEL VHS $3.32 $0.00 $0.00 $0.00 $3.32
MV800613 THAT'S DANCING! VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV800625 DIRTY DOZEN/NEXT MISSION $3.15 $0.00 $0.00 $0.00 $3.15
MV800676 GYMKATA VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV800713 YEAR OF DRAGON VHS SILVER $4.15 $0.00 $0.00 $0.45 $4.60
MV800819 DREAM LOVER $3.09 $0.00 $0.00 $0.43 $3.52
MV800874 XX WETHERBY VHS $3.09 $0.00 $0.00 $0.43 $3.52
MV800926 MARIE:TRUE STORY VHS $3.23 $0.00 $0.00 $0.43 $3.66
MV800973 9 1/2 WEEKS VHS $3.36 $0.00 $0.00 $0.00 $3.36
MV801065 GINGER & FRED VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV801067 XX SUNDAY IN COUNTRY VHS $2.96 $0.00 $0.00 $0.43 $3.39
MV801502 CASABLANCA (CLR) VHS $3.19 $0.00 $0.00 $0.00 $3.19
MV900003 DR ZHIVAGO VHS DBLCPR $6.22 $0.08 $0.00 $0.45 $6.75
MV900004 BEN HUR VHS DBLCPR $7.15 $0.08 $0.00 $0.45 $7.68
MV900031 MUTINY BOUNTY (BRANDO) VHS-COPPER $5.98 $0.00 $0.00 $0.45 $6.43
MV900276 QUO VADIS VHS GOLD $5.77 $0.00 $0.00 $0.45 $6.22
MV900356 HOW WEST WAS WON VHS DBLCPR $5.77 $0.00 $0.00 $0.45 $6.22
MV900401 RAINTREE COUNTY VHS GOLD $5.77 $0.00 $0.00 $0.45 $6.22
MV900500 YEARLING, THE VHS $3.56 $0.00 $0.00 $0.00 $3.56
MV902130 XX GONE W/WIND DELUXE $6.80 $0.08 $0.00 $2.50 $9.38
MV902671 CASABLANCA 50th ANNIV. COLLECTORS ED. $5.20 $0.08 $0.00 $27.51 $32.79
MV903990 WIZARD OF OZ (DELUXE) $6.24 $0.16 $0.00 $7.40 $13.80
</TABLE>
<PAGE>
EXHIBIT "B"
-----------
[TO BE INSERTED BY Critics' Choice]
Exhibit "B"
-----------
- 1 -