270 Legal [Sample Agreements]

LETTER OF INTENT

This letter of intent (“LOI”) dated October 7, 2005 (the “Effective Date”), sets forth the general terms of an agreement by and between MLB Advanced Media, L.P., a Delaware limited partnership (“BAM”) and CenterStaging Musical Productions, Inc., a California corporation (“CenterStaging”). When fully executed by BAM and CenterStaging, this LOI shall constitute a binding and enforceable agreement between the parties hereto effective as of the Effective Date. BAM and CenterStaging agree to use commercially reasonable efforts to negotiate in good faith and to execute a definitive agreement (the “Definitive Agreement”) consistent with the terms and conditions hereof promptly following the execution of this LOI, containing representations, warranties, covenants, conditions and indemnities customary for agreements of the scope contemplated herein, in a form and substance reasonably satisfactory to CenterStaging and BAM.

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V. Clearances/Releases. At its expense, CenterStaging must obtain all releases, licenses (e.g., ASCAP, BMI, et al.), clearances, permits and all other rights necessary to display, perform, publish, transmit, distribute, reproduce, and otherwise use all names, trademarks, logos, likenesses, photographs, musical compositions, sound recordings, video recordings, film footage, artwork, audio, video, sound recordings/musical compositions synchronized to images, rights of publicity, and all other works contained within and in connection with the CenterStaging Content fixed in any and all media (collectively, the “Licensed Content”) for use or sale as contemplated by this Agreement, and shall provide written confirmation that it has obtained the foregoing in each case. CenterStaging shall indemnify BAM from any third-party claim arising from BAM’s exploitation of any Licensed Content.
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