270 Legal [Sample Agreements]

LEASE AND LIBRARY AGREEMENT

Lease and Library Agreement (the “Agreement”) dated March 31, 2006 by and among Ckrush, Inc., a Delaware corporation, formerly known as Cedric Kushner Promotions, Inc. (the “Company”), Big Content, Inc., a wholly-owned subsidiary of the Company (”Big Content”), both having an address at 1414 Avenue of the Americas, Suite 406, New York, New York 10019, Cedric Kushner Media, Inc., a New York corporation (”Media”) and Cedric Kushner, an individual (”Kushner”), both having an address at 1414 Avenue of the Americas, Suite 406, New York, New York 10019.

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3. Boxing Library.

a. The Company and Big Content, jointly and severally, represent and warrant to Media as follows: (i) Big Content owns a library of boxing films, a partial list of which is set forth on Schedule A attached hereto and made a part hereof (the “Library”), (ii) the Company is indebted to Livingston Investments, LLC (”Livingston”) in the amount of $257,000 (the “Livingston Indebtedness”), (iii) the Library was, prior to the date hereof, subject to a license agreement (the “License Agreement”) dated as of November 1, 2005 between Big Content and English Distribution, LLC, an affiliate of Livingston and (iii) except as provided below, the License Agreement is being terminated simultaneously herewith, no party thereto having any liability or obligation thereunder. Big Content hereby sells, transfers, assigns, conveys and delivers to Media, and Media hereby purchases from Big Content all of the Big Content’s right, title and interest in, to, under and for the Library (including films not listed on Schedule A), the Master Tapes (as hereinafter defined) and intellectual property, comprising and/or related to the Library, including, but not limited to, any and all trademarks, copyrights and derivative works included in or protecting the body of recordings included therein or related thereto (collectively, the “Intellectual Property”), and the License Agreement to the extent not terminated, free and clear of any and all Liens, other than any liens granted or agreed to by Kushner. The Library consists of the tapes listed in Schedule A, including all trademarks, copyrights, derivative works, and proprietary information related thereto. The Company and Big Content hereby, jointly and severally, represent and warrant to Media that, except for the Section 3 License (as hereinafter defined), no Lien affecting the rights and property herein conveyed has been made to others other than any Liens granted or agreed to by Kushner, that the full right to convey the same as herein expressed is possessed by the Big Content, and that Big Content is conveying to Media all right, title and interest that the Company or Big Content has in the Library and the Intellectual Property. The Company and Big Content hereby grant to Media the worldwide, non-exclusive, perpetual, transferable, royalty free license to use (as Media sees fit) the name, logo and all other intellectual property of the Company and Big Content contained in the Library.

b. In addition, Big Content hereby sells, assigns, conveys and delivers to Media, all right, title and interest in, to, under and for those certain existing contracts between the Company (i) and various videotape storage facilities with respect to the master tapes constituting the titles in the Library (the “Master Tapes”) and contents of the Library as more fully described on Schedule B attached hereto and made a part hereof (collectively with the Ellis Agreement, the “Facilities Agreements”), free and clear of any and all Liens other than any Liens granted or agreed to by Kushner; and (ii) and various parties identified on Schedule C attached hereto and made a part hereof with respect to the right to use the Library (the “Miscellaneous Agreements”).

c. The purchase price for the Library is $250,000, which Media shall pay to Big Content in immediately available funds simultaneously with the execution of this Agreement. Big Content shall, and the Company shall cause Big Content to, pay such amount simultaneously to Livingston and cause any Lien on the Library to be released. The Company and Big Content jointly and severally, hereby assume and agree to be responsible and pay, as and when due, all storage fees and other fees and expenses for the Library through and including the date hereof. The Company retains the non-exclusive, personal, non-transferable right, in perpetuity, to use Media’s boxing Library, for its own internal purposes and not for third party sale or license, on a royalty-free basis, for up to 50 hours per year (the “Section 3 License”).

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