[GRAPHIC OMITTED]
Revised
May 10, 1999
Mr. Steve Adelstein, President
VIDKID DISTRIBUTION, INC.
4950 West Prospect Road
Ft. Lauderdale, FL 33309
Ph: 954.577.2788 ext. 114
Fax: 954.745.0078
Dear Steve:
Vidkid Distribution, Inc. and Tapeworm Video Distributors, Inc. agree to the
following:
1.) "Howdy Doody: Music Appreciation" and "Howdy Doody: Dilly Dally's Birthday
will list for $14.95.
2.) Tapeworm Video Distributors, Inc. (hereinafter referred to as Distributor)
will pay a $5.98 per single video cassette. Distributor receives 60% off
Suggested Retail Price. Vidkid Distribution, Inc. (hereinafter referred to as
Producer) guarantees that it will refund within fourteen (14)days to Distributor
all modes paid by Distributor to Producer for videos which Distributor returns
to Producer, at any time for returned tapes. Distributor shall obtain a Return
Materials Authorization (RMA)for any videos to be returned to Producer. Videos
returned to Producer shall be unopened, defectives are exempt. Distributor shall
return videos freight prepaid at Distributor's expense.
3.} Invoices must be submitted from Producer, and will be paid by Distributor
net 60 days, no discounts. Ail invoices must reference purchase order number.
4.) Distributor requires an exclusive license for the retail home video market
in the United States and Canada.
5.) Distributor will inventory and ship smaller orders unless demographics would
make it more cost effective for Producer to ship to Distributor's customers.
Producer will ship larger orders. If producer is to ship direct to Customers,
Producer must request from Distributor packing slips and labels prior to
shipping any order. All videos must be shrink wrapped. All Customers remain the
property of Distributor. The disclosure of their names, etc. is for the purpose
of this contract only and remains the proprietary right of Distributor.
6.) Purchase of video includes public performance rights to non-profit
organizations (i.e., schools, libraries), but does not grant the right to
replicate copies for additional distribution.
6-4-99
Date
<PAGE>
Page Two
7.) Producer represents and warrants that it has all rights in the videos
necessary for distribution, including all music and other synchronization rights
in the underlying material.
8.) Tapeworm requires 8 screening copies and 40 sleeves.
9.) The term is exclusive for two (2) years from execution of this agreement by
Producer. Renewal to be automatic unless either party notifies the other in
writing no later than sixty (60) days prior to expiration., All pending orders
will be honored by Producer and paid for by Distributor.
10.) In the event of any dispute between the parties, same shall be resolved by
arbitration pursuant to the rules and regulations of the American Arbitration
Association in Los Angeles. The prevailing party shall be entitled to recover
its reasonable attorneys fees.
/s/Steve Adelstein 6/4/99
Steve Adelstein Date
Producer/Representative
Sincerely,
/s/ Dawn Robinson
Dawn Robinson
Vice President/Acquisitions
cc:CF
