Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 17 of 37 , .'... TITAN SPORTS, lNC. BOOKIG CONTRACT This contrct made effeCti~etli.GdaYOf February, 19,is ~bY~dben;e~:n.Ti~ Sport, Inc.,.a Delaware corporation ~~e World Wrestlg Federaoon ( WW) with its pricipal place of business at 1241 East Mai ,StreetinStaoro Connecticut (heremafter1tov 11_ d ren. as "PR~i:TE"), and WAROR resdig .aH W.wer Gym 103ZO n~lÙ ~11 to 85253 (hereinafter :rfered 10 .a '''WRTLR''). . S~e Road, SVe, Arzona -- PlfMISES conduct professional wrestlg as -requi to WHAS,PROM01ER is duly licensed in the business of orgag, publicig, ,argig, stagig exlbitionsand is ,actialy engaged and conductig 'professional 'Wstlg exlbitions,throughout the world .ad of representig wrestlers in the promotion and exploitation of _a professional -wrestler's name, professional lieness, and èharcter, -and ' personalty a WHAS, .PROMOTER has established which nationwide network of televiion staons wrestlg -progr Jar pmposes of publicig reguarly broadcast PROMOTER's a network of PROMOTER's professional wrstlgexhbitionsandPROMOlE has establihed which regùlybroadasLPROMOTER's professional wrestlg cable television organtions ) exhbitions on a pay-per-viewbasis; ;and :i adtion thereto, PROM01ERha develope ar produced cert other television progr, which also used to publici, dilay and and promote PROMOTER's professional'Wst1g eXbbitions;and afor "WSTLR opportties to WBREAS, PROMOTER's business operations 'the ,wrestle and obta 'public exposure wmchwi increase his 'Wrestlg servces :and value of the professional wrestlg _communtyandentenent industr; and .hs stadig in " WHAS, WRSTLR is duly :licensedas reui to 'engagem professiona wrestlg exlbitionsand is as actualy engaged ,in the business of performg and the profesSional wrtlg exhbitions WHREAS, WRSTIRisa performg art aranged by PROMOTER constitute entertent to the entertent and are not competitive WHREAS, sk demonstrtions of wresg provìde athetic-styled WRSTLER and a professional wrstler; public, and abilties designed to and suchwrstlg'exbbitions constitute sport; ,and desires PROMOTER to arge wrstlg matches for public 'WTLR 'and to assist WRSTLER in obtag expsure -tugh live exhbitions, televiion progr, press conferenc~,public appearces, and merchandising activities, or otherwe; -1- mate rev 4/18/95- , Drat rev 2(0/96 "" !m- PLINTFF'S ji; , EXIBIT 1% 'ì~ . \ ~ I~' ì-JH 0013 , 'ii '. Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 18 of 37 and of :their mutualpromises:ad as bound do .hereby agree .NOW THFORE, in consideration of the premises as herein ,agreements set Jort,thepares ,intending to be legaly :follows: 1. :BOOKIG 1.1\VSTLRhereby grtsexclusivèly toPROMOlER,and PROMOTER hereby rights: accepts, the followig worldwide the ter oftls Agreement, the :rght loengageWRT.R's (a) Durg 'engagements events, ofaIytye:at other appeaces or enterent progr _in which WRTLR at professional wrstlgexbbitioDS, as well as matches :performce :i wrestlg sport enterent (collectively the perform ,servces ;asa professional WIstler or relatig to a live audience, ina televiion bradcat studio, ar .staged before "Events "), whether such Events on location (for later viewig or bradca), or otherwse. the term-of this Agreement, (b) Durg the or al of the viewig ,any gener public for the òcketsof :adssion to right to ,sell or otherw ditrbute well 'as any Events, as Events, eXhbition of the closed ciuit televiion, -pay-pe-view television or other video in th provied (ë)Durg the term of tbis Agreement, :ad therafr as negotite, the :right to 'solicit, Agreement, ) and enter behal of into 'agreements formd on Prope (as defiedbereinbelow) for merchandiing, commerc tie-ups, publihig, :personaappeces, :peomcesin nonof Intellecal WRSTLR for the exploitation wrestlg events, and endorments. as and fuy peoim al obligations shal faithy ,hereinafer set fort, and :provided WRSTLR bok WRSTIRin wresgmatches at varous of th hereunder, PROMOTERshii endeavor to Events, and durg the servces, and other 1.2 In consideration of WRSTIR' s grt of n,ghts, licens te of tl Agreement provided WRTIR ìs not in brch Agreement, PROMOTER guartes WR1LRa mium of ten (10) bokigsperyw. be 13 Notwthstadig anything herein to the contr, WRSTLER shall to PROMOTER fora nunimum of foureen (14) days per obligated to -provide service month. Twelve days per month (12) arena events, Pay';Per-View telects, or persnal other promotional of by such and agreement of the parties, 'The days parties wrestlig servces either at live alocted to appeaances pres conferences and/or for allocted to taping, days per month shal be or related servces. Two (2) PROMOTER's cable exra shall be syndicated programming. Additional days shal be detertned be and WRSTLER shall PROMOTER for compensted by puruant 'to Secton 7.3 ,of thi Agreement. also agree to mutiiãly plan the dates of a .IIW~or World Tour" to be on dates, .scheduled. In the event that after good faith dicusion the -2- agree paries cannot mate rev Drt 4/18195_ rev 2/0/96 ' T-JH 0014 '. Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 19 of 37 ) make 1hefinal decsion. shaII PROMOTER that agree WRESTLER understands _and 2. WORK hereby grts 'to PROMO'TR:ad a special commssíon; ana WRESTLR be booking .shal Events, each such at and perform appear 2,1 If PROMOTER bOksWRS'TR 10 accepts, the exclusive -rght durng the term of ths Agreement to videotape, known now any medi by authorie others to -do so, PROMOTER hereby ñJ,photogrph, or otherwe record, or to other work WRSTLR' s .appearce, performce, commenta, :ana :ay or .hereafter crated otherwe :ae tape, disc,:f, or al of the Events. (1eserecordigs by any or product for collec'uve1y referr to .herein :as"Progrs"). 2.2 Notwthtadig theiermation of th Agreement for any reasn,and ,as exbit, broadcat, televi perform manufactue, reord, reissue, mapú1ate, reconfgu, licens, bYaiY form of televiion reprouce, have the right to prouce, elsewhere provided in ths Agrment, PROMOTER shal litation, :fe, ,cable, :pay cable, closed ciuit and (inc1udig without pay-per-view .tlevision),trIrt,publish, copy,reonfgue,-compile, prit, repnnt, vend, 'sell, perpetuty in.aY maner or other ,to do so, the 'Prgr in to authori and and use, distrbute or .device, now :kown or:hereafer 'created (inCludig without means of videoc, videosett, optical,èlectrcal :and/or .dgita compiltions, meda .and by any ar method litation, by and/or non-theatrcalmouon pictte). theatrcal motion pictue ) Events and/or any or in 2.3. WRTLR'sappeace, ~rfomce ,and work product Progr shal be the Events and to, or derived from actions, gags, litation, al incidents, dialogue, chacter, with his appearce and routies, ideas, in the Progr). WRSTL, 2.4 Jf PROMOTER diec either without titles, inventions, .and Program (includig improvied or crated other materi wrtten, compose :submitted added, connection of the the rights,results, ths Agrment, PROMOTE shal own.i perpnityalPrgrandal of products and procee in al deeed wotk forhl;andnotwthsiadig the teration of by WRS'lin with sigly orin conjuncton PROMOTE, to create, design or develop any copynghtablework (herein referrd to :as a "Development"), such direction shal be a special comnssion and such Development shálbe deemed work for hie are' collectively 'To the extent as "Works." PROMOTER, in are considered: (i) that such Works other audio-viual work the contrbutions to collective 'Works, (ii) a a motion pictue or of the Works shal 'be consdered hie" under the United States Copyrght Act of 1976,as amended (17 U.S.C. compilation, (il) a supplementa wort-~d/or (iv) as "work made for referr to Work andWRSTIR's contrbutions theretoshaJ belong solely ana perptuty notwthstandig any termation of 'th Agrement 2.5 Al exclusively to such Development. Al Progr referr to and PROMOTER shal own in ths Agreement and Developments par or component pares hëreby expressly agre that -3- mater rev 4/18/95 Drat rev 2(20/96 -T -JH 0015 Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 20 of 37 \ ) thereWith, al nghts in and tathe Works shall belong exclusively '.§ 101et seq.). In accordance to PROMOTER in peretuity , notwithstading any termtion To the extent of this Agreement works other than II that suchW orks .ae deemed works assign to ,PROMOlER al nght, title and interest in and to made for h1e,"WRSTLR hereby al nghts in such Works and al now renewals and extensions of the copyrghts or other nghts that may beseeured under the laws in the United States of Amenca or any other countr or countres. or hereafter ,in force and effect 3. INELLECTUAL PROPERTY and identigirclciaunder which WRTIR any and :a other distictive tremarks :ad name, lieness, lited to his legal name, .h rig claian,y nghts, includig but not gicks, gestus, routies carcatues, voice, signatue, costues, props, -personalty, charcter, al serce ma, the date ofthis Agrement, 3.1 (a) The -parescagree that as of and themes, wluch are owned by WRSTLR or in which WR'IR has any nghts anywhere the "Orgial Intelleêtual ,Propert") are descrbe on Schedule A in th world (collectively, attched the Orgial IntelleetuPrpert,inc1udig, but not interest in and to lited to the exclusive nghts durg the term, extended termor renewal ofthis Agreement, to al worldwide right, title and PROMOTER and PROMOTER hereby accepts expose, exploit license, any any hereafr or device now known or ar method extended term or any of thi Agreement, or during the term dicovered Notwthstandig, reprouce, manpulate, promote, anywhere in the world in and otherwe:ue the 'Orgiallntelleetual Prpert commercial maner ormeâaand by ./) goo faith to a par hereof. WRS'IR hereby assigns in hereto and made renewal, WRSTLERmaj'aloexloit the" charcter, niks,indicia,persona live wrestling or the in 3.2, any capacity except of "Ultimate Waror", in and lienes performance, and/or image provisions of Secon promotion of live wrestlng and subject to the below. as :part C,onsideration and/or acknowledge that pares hereby (b) The inducement for this Agreement,PROMOTER agrees that notwthstading PROMOTER'S and ring name of charcter the prior clam to 'al :right, ,title and interest in and to of the "Ultimate Warror", such charcter and ring name shall; as effective date of this as Original Intelectu Agreement, be traferred to WRSTLER and thiibe treated Propertyin,alI respects hereunder. Accordigly, "UltimateWarrior"ishtreny lied on the attched Schedule A. ,Any varations in and .al 'variations thereto, whether term of this Agreement, name, are createddunng the likenes, character, or other indicia of "Ultimate Warror", which included in the whether .ny WRSTLER or PROMOTER, .shall be definition of New lnteUectualPropertyhereunder1 (c) PROMOTER creative WRESTLER of design of merchandie and also agree to mutually discus and and 'WSTLER character representations. agree to mutualY" -gcus opponents for WRSTLER Further, plan and and the schedule PROMOTER development. 'matches to work together in developing story lines for character -4- mater rev 4/18/95 __Drt rev2(0/96' T.JH 0016 Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 21 of 37 \ I reach 'agreement;as to parties cannot Notwthstanding, in .the event that the the above after such mutual discussion, WRESTLERunderstands,acknowledges,;and agree that PROMOTERmay nuke the finál decision. ma, the Orgimil IntellecalPropert, any servce the exception of 3.2 (a) With indicia, trademaks and/or distictive and identig lieness, personalty, rig name, includig charcter, cancatues, voice, signatur, costumes, props, gicks, ,gestues, routies, themes, used by or assocated with 'WSTIR' s performance in the busInessof professional wrestlg the term of tms Agreement or, any pnoragreements between the or sport entertent durg and pares (collectively,the "New lntellectualPrpeny") are hereby assigned to shal 'belong to such ownermp rights exclusivety ,PROMOTER:i perpetuity with PROMOTER retag .a termation of th Agreem~n~ ,,' thoughout the world notwths?Idig any al the termation of this Agreement, (b) Upon rights in and to the Orgial licensees; Intellectual Propert shal revert to WRETLR, except that PROMOTER, its goo, merchandie, contiue to exclusively exploit matenal, sublicensees and assigns may all other items lncorporatingorincluding WRSTLERS's' appeaances or perfonnces or Orgiallntellecw_al Propert. Thi right videos, programs .or broadcats shall exclusive to PROMOTER, even to the exclusion of be termnation of thi Agreement Furter, in 3.3 It is the us or at or intellectu broadca to of profesional wresg. video, 'program or promotion pares thattle New Intellectual Prpert belongs ,to shal surve the in perpetuity ,even to the exclusion of WRSTLR, and have the exclusive rigbt to termtion of this Agrement for any reaon. PROMOTER shal assign, license, sublicense, :reproduce, promote, expse. exploit and otherwse use the New maer now .kown or hereinafter discovered whether hitellectual llopert in any commercial durg or not, exploitation oiany such marks involved in the intention of the PROMOTER anytime material merchandi, any person, entity, or organization any and for.any reaon, license, he shall the tenninatioIiof this Agreement at consent or grant the right to the shall suve any :reaon whatsoever, in perpetuty. at 'any time,' for property with respect to such and WRSTLER, this regard, WRESTLER.acknowledgesand.agree that time,even after assign, any and and afr the ter of ths Agreement ils Agreement and notwthtadig termation of reaon. for any Proper and the New 1ntellectualProper .ae 3.4 The Orgial Intellectual collectively referr 'to as "lntellectualPropert." .3.5 (a) WRTLR agrees to fully secure and preserve PROMOTER's nghts in and to the lntellectualPrpertathi expense. AtPROMOTER's request, WRSTLR shal take such steps PROMOTER proceeg, including servce mark, as PROMOTER deems necessa Jor any copyright, trademark or other registrtion throughout the world, or and for any litigation or other infringement by others, to protectandJor any proceeding including Propert and/or Works, at ' enforce PROMOTER's rights ìnthe Orgial and/or New Intellectual -5- mater rev -4/18/95 Draft rev 2/0f)6' -T..H 0017 Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 22 of 37 WRESTLER's expense, including, 'WÌthout limitation, legal fees and costs. (b) As referenced hereinabove, upon termnation or expirtion of tls Agreement and rig all :rght, title and interest in and to the charcter reaon, at .ay time and for any 3. provisions of this Section name of "intiateWaror" shall be.governedby the -4. MERCHANDISING right 4. i WRTIR hereqyagrees that PROMOlERshal have the exclusive and thereafter (i) durg the term of th Agrement as provided to and (ü) in perpetuty Orgial Intellectual Propert in th Agreement, to use the use the New Jntellectual,Prpert, in connection -wth the maufacte, prouction, reproduction, broadcast, rebroadc~t, distrbution, sale, and other commercial exploitation of materials, goo, merhandie, :and any other items. and/or As to al such matena, goo. merchandise or items crted develope 'prouced distrbuted dung the term of ths Agrement using the Orgial Intellectual Prper, PROMOTER shal have the exclusive right to selland ex,ploitsuch materal, goo ,and such material, goo, '3.2 above. As to all provided in Section as merchandise in perpetuty merchandise exclusive ,right shal New Intellectual 'Propert, PROMOTE or items using the in ,perpetuty, 'to sell .ad video cassettes, dolls, Include t-shi,posters,photos, video tapes and litation, such items any other such material.goo,merhandi, or items and and stories, books,biogr,phies, arcles Iikewie have By wayofexaI,ple and not of exploit sam forever. as a professional wrstler. relatig toWRTIR, or hi ;perormance / ) of 4.2 It is the intention 4.1 are exclusive to the pares thatPROMOTER'_s rights descbe under Section as provided PROMOTER even to the exclusion ofWRSTIR, except in Pargraph .3~i.WRS'Ishal 'ensure that al copyrght tremak, seivcemak or other registrtions Agreement, are to maintaed as provided in this protect all PROMOTER's rights at his sole cot and expense. 4.3 he is currently involved 'WSTLER represents that in the publication and/or production' ofacomic book series incorporating the Origial IntellectuProperty as herein by PROMOTER tohIm of the "Ultimate Warnortl suiijeet ,to, the tenn of this defined. In furher consideration of the asignment ownership ¡nand to 'the trade name shall pay to PROMOTER.a royalty Agreement, WRSTLER agree that he (12 %) percent of the gros -profits earned in connection with the sales of such comic For purposes of this pargrph, " grosprofit." shall be defined 'as before tax, or gross such saes, les the actual, out-of-pocket costs to WRESTLER. Such revenues earned from royalties shall be paid to accounting provided and shall be accompaned by an PROMOTER quarterly, by WRSTLER. WRSTLERsha1lmaintain books of to the payment of such royalties to PROMOTER, upon reasonable advance notice, books insofar as they equa to twelve. book. accunt related and understads that PROMOTER may, and at its sole expense, examine and copy WRTLER's pertn to this-Agreement primarily for the purpose of verifying the accuracy thereot -6- mater rev 4/18/95 Drt Tev2l0196 T..H 0018 -. Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 23 of 37 provide .advertising orpromòtionàl space in its agree to Furher, PROMOTER monthly magazines and dutingits television .programming wheneverappropriate,.a deemed by the parties. ' agreed mutually EXCLUSIVITY 5. rights, 5.1 It is the understading of the pares that all al and privileges licenses, are exclusive PROMOTER WRSTLR to even to the exclusion of WRSTLR herein, provided unles otherwise and, PROMOTER, by assigned other items herein given or grted or to as and other products comic _book to market or promote the by PROMOTER, solely the event WRS1LER desires to 'parcipate -in anycommercìal actiVity in which by this Agreement,and is not .addresed and which 5.2 In PROMOTER is not otherwise engaged the Origià1 and/or New Intellectuà1 activity reuires use of WRSTIR'sparcipation.i such Propert.. PROMOTER may, in its sole and unfettered discrtion, nponWRSTIR' s wrtten request, execute a to .parcipate authorizig WRSTLR sublicense to 'WSTLR for the litedpw:ose of in such .specc commrcia activity uponmutuàlyagreeable term and conditions. and :4 PROMOTER's sublicense to WRSTLR shal constitute anexcepfion to Pagrphs 3 in such specccommercial actiVity herein, soieiywith respect to WRSTLR's parCipation and shal not license, sublicense, authorize, grtor permtall:Y other ,orfuerappropnation or PRO infrngement of MOlER's -rghts whatsoever. 6. TERM AN TERRORY ) f .../ be 6.1 The term of the Agreement shall date ninety written notice to theotherparty ~at leas yea term unless either -partyshàll serve term of this Agreement of such party's decision to (90) days prior to the end of the herof herein to the term termate this Agreement as at the end of the tenn. Reference mea the intial term and one (1) for succesive renew automaticaly hereof. Thereafter, this Agreement shall months from the effective eighteen (18) extended ter extended term Durg ,any such any such renewed or herin al rights, duties, obligations, and privieges hereunder sha contiue as staed anytg 'herein to the contr, termation of tls Agrement fOTany reason Notwthtadig in, snaI not afect 'PROM01ER'sownershIp of and rights not lited to, includig but and procs in and ioand derived from WRS1LR' s perormce asa professionà1 wrestler durg the term of 2, .3 and 4 6.2 any resUlts, Jloducts, Works, New lntellectual Propert and any regitrtionsthereof,or the rights, fort jn PßIgrphs 1, ths Agreement; and the exploitation of the rights set hereof in any and al known or Jiereafer developed. meda now the World. The terrtory of ths Agrememshal be )_~ PAYMNTS 7.1 performances, or other servces As total compensation forallappearances and -7- mater rev 4/18195Draft rev 21019,6 T-JH 0019 '. Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 24 of 37 ", .1 or any nature, as pursuant to and Section 1.3, .and for any :andall of intellectul :property or .any other rights grants MlLION paid the sum of ONE be PROMOTER shall WRESTLER to PROMOTER, by of herein provided in this Agreement,induding the proviions entire initial 18..month -termor this Agreement DOLLAR ($1,000,000.00) for the shall be above, compenstion set forth in 7.1, 7~2 The by paid to WRESTLER PROM;OTER in equal, bi-weekly installments. PROMOTER month .-as set forth in Section 13 of :this Agreement, an 73 In ,addition, in the event that WRESTLER provìdes services to in exces of teen (14) days in any Jour 'WSTLER shal, in addition to that compensatio,n set forth in 7.1 hereof, be ,pad TWO THOUSAN FIHUREI) additional sum of of the for ($2,500.00) in exces each day in sad month. fourteen (14) days any additional compenstion .Induding, 7.4 WRSTLER shall not be entitled to . without linutation, royalties, residuals, and the like, be that PROMOTER shall retan entitled to and hereby acknowledges'and agrees al sums "resulting from the exploitation of any PROMOTER. WRSTLER _to ofthe intellectualpropertyor other ,rights grnted herein 'by 7.5 IfPROMOIERintrcts WRSTIR ioappearandperform in any Events or Progr as and/or to ,parct¡ate in ,post-Event ,prouction and/or voice-over a commentator activities asa commentator, such intmction ) shal and WRTIR shal al ofWRSTIR':s commenta :and.PROMOTER shal own al nghts to likewie not -be entitled to residua be :aspeca1commsionan WRTIR's be deemed work..for-mre andWRSTLERherebyassigns to PROMOTER commentatig shal payments whatsoever, any adtional compensation or any :ryalty -payments, or reive such cable _prgrmming, pay-pe-view as .aresult of PROMOTER's commercal exploitation of commenta many form whether progrg, broadcast progr~mmin g, videotapes, video disks or otherwse. ' not 7.6 It is further theundersumdig of :the -pares that WRSTIR shal anytg for exploitation of his Orgial PROMOTER's _PROMOTER's wrestlg _magaze known as Prpert Intellectual and/or New or Magaze, the WW Ofcial be paid in of any PROMOTER's ofuermagaies orotherpublications, which PROMOTERmaypublish, .produce or distrbute _at arenas, at newsstads and/or by ma. ' 7.7 Al payments state or local in full without witholdig of any Fedem, made to WRSTLR ar income taxes, and/or any socal secty, FICA or FUA taes. Mterthe each calenda yea,PROMOTER shal issue toWRSTIR Internal Revenue Servce Form 1099 showig al paymentS to WRSTLR. end of 7.8 The partes acknowledge that effective date of WRSTLER this Agreement conticts, licenses, or other has in place or arragements concerning use or exploitation of the character or ring mime of "Ultimate -8- pending as of the with third pares Warior" or mater rev 4/18195. Dnt rev 2/0/96 ' T -JH 0020 -, Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 25 of 37 " ) arrangements or other licenses, contracts, "Warrior"; ,e;g., lIWarrior's Gym".. All such are specifica1ly excluded from have been specifically listed on the:attached Schedule C, :and hereby represents and warrats that ~hehas listedållsuch this Section 7. WRESTLER contrcts, licenses, or other :arrangements on the attached Schedule C,and that PROMOTER in is relying on such material representation entering into the tenn of this Agreement. 8. PROMOTER'S OBLIGATIONS 8.1 Although _under Section 9.1 WRS1LRshal be respnsibilty for obtag be respnSible appropriate licenses forparcipatig.i wrestlgexlbitions, PROMOTER shal for obtag al other appropriate licenses to conauctprofessionalwrestlg exhbitions involvig assist WRSTIR in, obtag IDS WRSlLR If PROMOTER, ,at its dicretion, agres to licenses,WRSTLR shal reimbure :PROMOTER for its fees and expenses incUred in connection therewith. 8.2 PROMOTER .shal be the following development the costs in connection with and enhancement of the value of WRS1LR's performce:a professionalWRTIRand al ofwlùchshal'benefit WR1LR: .hi stadig in the professional wrestlg communty, (a) In connection ) local its be the cost promotional assistace, sound and light eqUipment, wrestlg rig, offci; adsion taes, as PROMOlEshal reui in fie protection, and such adtional securty guar match; dicrtion durg a professional wrstlg production, distrbution, and exploitation of the (b) In connecon with the Progr, Events of location renta, PROMOTER's the benefit of the venues, applicable state :and shal 1:d par comprehensive liabilty insurce for police and at with WRSlL' sappeces and performce staged before a live audence, PROMOTER With such producton, PROMOTER shal -bear ~alcosts incured in connection trsmision or other form of mas meda communcation. distrbution, 'broadcast, In connection (c) with merchanclsing activities, PROMOTER obtag the product or servce any product ,shal be al or servce :licensing activ:tiesand/or costs of negotiatig, licensing -argements, includig costs of attomeysand others involved in makg the product or servce l'ROMOTERshal bear ,securg or otherW agents, consultats, licensing argements; and maetig and a1 costs of cratig, designg, developing, proucing merchandise or servces. In order lofu these obligations, any PROMOTER may make transfer its obligations. ' argements, contractual or otherwse, -, it deemsappropnate to delegate, otherwse assign, or 8.3 .PROMOTER shallschedule the Events and bok WRS1LR for the Events.Jn ) doing so, PROMOTER shal select thttIe and locaton of the Events at which WRTLR is boked WRSTLR's opponent, at such and any other wrstlers who wi .appear -9- Event matenev 4/18/95. , Drt rev:2./2/96 . T-JH 0021 Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 26 of 37 PROMOTER shal :provide WRS11R with reasonable the date, ,tie, and advance notice of any such place of .any such Event, and WRSTIRshalappearat -the designated location for Event no later 'than one hour before tie, 1£ WRSnER fais 10 appear as the designated required without advance 24 PROMOTER hour notice to substitute and PROM01ER must Event, then WRILR shal be subject another wrestler to appear in WRS'I '.s place at the to a fie to be determed ~yPROMOTER, in accordace with PROMOTER',scosts 'for arangig :te substitutions. 8.4 Notwthtadig the 4bove, if WRS11R .,Shalbeprevented :fomappeangat an Event by reason of Force 'Majeur, _the above be impose .For purses of this shal not fie Agreement, Force Majeure&hal mean .anyact of God fi,floo war or other cal :a .stre or labor tificulties;anygovernenta action or any otbersenousemergencyafectig WRSTLR whichoccirence-.ìs beyond WRESILR's reasnable control,:ad, which despite ils best effort probìbìts .hs perormce or -ap:pearce :atsuch Event 9. WRSTLER'S OBLIGATIONS 9.1 WRESTLR shal,be respnsibilty for cibtagalappropriate licenses to engage in, parcipate in, or otherwe appear exhbitions. professional wrestlg responsible for:hown trainig, conditioIig, -and interfere with 'WlLR's 9.2 WRTLR shal be maitenance of wrestlg ski " appearce ,at i in and _abilties, scheduled ,events i as long ,as :they do not as follows; select tie of (a) WRTLR shal establishbi own tng progr shal trg, durtion oftrg,exercises,pattem of exerIsand other actions approprite to obtag and :matag hi select bis own physical fimess for wrestlg. WRS1L shal traig appartus, includig mats, weights, WRSTLR is responsible for machies supplyig his and other exercie parphernala. and 'equipment, whether by own traig facities purchase, lease, license, or otherwse. :. establish his own method of physica (b) WRTLR shil sha conditioIig, and form of conditionig. WRSTlR shal, selectbi rie for sleep, tie for eatig, 'and time for other activities. -vtTIR shil select tie for conditionig, durtion of conditionig select his own foo, vitas and other ingested items, exceptig ilegal substaces and also 9.3 drgs, which are WRSTLR shall prohibited by and/or contrlled PROMOTE's Drg Policy. be responsible for supplyig mae-up al warobe, props, and necessar for the performce of WRSTLR' sservcesat~y Event and WRTIRshal bea al costs incured in connection with his trsporttion to and from as the costs of food consiimedand hotel his .appeaance at such as well any such Events, lodging iitiIzeQY 'WTLER În connection with be responsble to pay for those Events. However, PROMOTER shal transponation costs which are covered by PROM01ER's curnt Travel Policy and -10- mate rev 4/18/95 DIat rev 210196 .- T.JHOO22 Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 27 of 37 '\ ) WRESTLER shall be provided flght accommodations:at PROMOTER's expense. notwthstading the terms of such current travei policy, First Clas his best 9 A WRSTLR shal use effort in employing his skills and abilities movements, 9.5 WRS1LRshal .tae such precautions as any are approprite to avoid risk of injur to other wrstlers many and al Events.'Teseprecautionssha1 uneasonable with include, 'Wthout" litation, pre-match review of .a1 wrestlg moves and maeuvers wrestlg and pre-match demonstrtion .and/orpractice with wrestlg parers and opponents; moves and maeuvers panersand opponents to insure famartywithanticipated wrestlg durg :awrestlgmatch. In opponents as :å wrestler and be .rspnsible for developing and executig the varous deta, professional wrestlngex.bitioIL and maneuvers .requied of 'Wrestlersm' a -professional and/or his parer and the event of injur to WRS1LER, durg a wrestlgmatch~ WRS1L shalimedately signal :parer, opponent and/or referees that it iSUIe for the match to end; fortwith so as to avoid ag~vation of suchinjmy. .9.6 WRS1LR shal use.hs best effort in the servces for, the match and WRSTIR shal fih rig in order to provide a match or other activity, ski ;and abilties,consistent with the customs of ,the WRSTLR agrees al matches sha be an shal caus exhbition of.h wrestlg the PROMOTER's diection. any payment then due WRSTIR puruant a forfeitu of 10 Section 7, shal termate .PROMOTER' sgulìtee as provided , weUas al other obligations of PRO MOlER to termte tl Agrement, but such brach shal not termate industr; and professional wrstlg fihed in accordace wi Breach of ths pargrph in the performce of wrestlg honest in Pargrph 12 above,as to WRSlLRhereunder, .shall-entitle PROMOTER and PROMOTER's licenses otherrightsundertl Agreement. cooperate and assist . 9.7 Subject to Pargrph 1.3 hereof, WRS'IR agrees to advertsing and promotig of scheduled without any additional payment in the publicig, Events, and to appear at separte prss and parcipate in a .reaonable 'number of joint and/or conferences, intervews, and other publicity or exploitation appeancesor activities (any or al of which may be fied taped or othere recorded, telecast by any form of televiion now and closed ciuit known or hereater created, includig without litation free, cable, pay cable, and pay-per-view television, broadcast, exhbited distibutedandused in and by any includig without litation an method, or device now known or hereafer created, and/or .non-theatical motion by means of videodsc, video cassette, theatrcal motion pictue pictue), atties and places wi receive only that compensation 9.8 Subject to of PROMOTER to make Progr or the meda any maer or designated by'PROMOJER. In connection therewith WR'IR provided in Section 7 hereof. ' the proviionsofSection3.1(c),WRSTIRacknowledges the right and exploitation of the exercise of any other rights respectig Orgial and/or New .Itellectual Prpe, decisions with respect to the prepartion and.i th connection .WRS'IERacknowledgesandagrees that PROMOTER's decision with -11- interrev 4/18/95_ Drt rev 2/0/96 ' T -JH 0023 Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 28 of 37 \) and/or New lntellectual Prpert the Iights toi:e Orgial Tespecno åny ågreements dispsig of dispose of upon are,final, except.a to WRSTLR's legal name, which.PROMOTERmay only agrees WRSTLR's wrtten consenL -wSTLR PROMOTER or to execute any .agreements deems necessar in connection with any such agrements, and jrWRS1LER is unavaiable agrements, PROMOTER is hereby'authonzed to do so in WR'IR's as WRSTLR'sattomey-in-facL Tefuses to name execute such goo Jaithwith 'PROMOTER to by requied applications or physical exaIations as may be 9.9 \VSTLRagrees to cooperate fuly cand in obtaanýand al documentation, to governg authority with -rspect any WRSTLR'S appearceand/or.-erformance in :a match. professional wrestlg 9.10 WRSTIRshal indemn ;anddefendPROMOTER and PROMOTER',s and afates licensees, assignees, and their :rspctive offcers, diectors, employees, and and hold each of .tem hamessagait any clai, demads, liabilties, actions, representatives them ~yreaon ofWRSlL'S breach costs,s1.ts,proceegs or expnses, incur by any of any warty, undertg, reprsentation,agrement, or certcation made, or äleged breach of or entered into or hereunder by WRSTLR, And, WRESlLER shal indemn and herein defend PROMOTER and agaist any al clai arsing and/or conduct with or:arund the mg, halways, dressing roms, witl or in out of WRES11R' Sacts,tractions parkig lots, or other areas the imedatevicity of the facilties where PROMOlER hasscbeduledEventsat wmchWRSTIR isbocked /ì 9.11 WRSTLR shå be respnsib1e for paymnt ofalhis own Federa, sta or local as well income taes; al socsecunty, FICA andFUAtaes,if any, , his to al contrbutions as progr that -would retiement plan and progr, or other supplementa income plan or provide WRS'IRwithperonal or moneta ieõiementfrm professional benefits upon his wrestlg. shal be Tesponsible for.hs own commercialgeneraliabilty 9.12 (a) WRSTL inurce, workm's compensation insurce, excess liabilty insurce, with respect to any as he and al insurce, as well as any liabilty professional deems approprite to insure,indemnyand defend WRSTIR of hi own ,acts, transactions, or conduct as :a clai 'aring out professional wrestler. acknowledges that (b) WRSTLR WRS1LR in connection dangerous and professional with his performance in a may involve the activities -rquied by exlbirlonmay 'be and the parcipation wrestlng knowigly and freely of the negligence risk of serrous boy irjur. WRSTLR assumes fu responsibilty for alsuchirerent:ras well as those due to PROMOTER, oiler wrestlers or otherwse. frm al and dischages PROMOTER (c) WRTLR herebyreleases, waives liabilty to WRS'IR and covenants not losue PROMOTER for any and al -12- loss or dage mater rev 4/1S/15 Drt rev '10/16 T-JH 0024 -. Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 29 of 37 '"\ inur to account of injur to the person or property or resultin,g in serious or permanent on WRSTIR or in WRSTIR'S death, whether caused by the negligence of the PROMOTER, other wrestlers or otherwse. foregoing releae, waiverandiridemnty as permtted by:the law of .the State, Provice or Countr Cd) 'WSlLR aclmowledges that the is intended to be as broad inclusive and in which the professional wrestlg exhbition or Events are conducted and thereof is held invald, that .i any porton in full force agreed that 'the balance ,shal, notwthstadig, contiue it is and effect 9.13 (a) WRESTIR may .at .h election obtaheath,lieanaJordisabilty insurce to provìdebenefits in theeveiit of physica1injur arg out of his professional activities; and WRSTIRacknowledgesthatPROMOTER shal or payment not have any for such 'responsibilty insurce professional activities. in the event of -physical injur arsing out -of hi . event (b)1n the of physical. of WRS1LER'S professional entitled to any workm's compensation injur arsing out :activities~WRS1LRacknowledges that he.is not coverage or simar benefits for injur, disabilty, death or loss of 9.14 'WRTLR shal any and WRSTIR shal with due regard to public mors and this Agreement .I WRSTL ,sha1 have committd or shal or shil .b an offense or violation involvig moral at act conventions durg the term commt wages; such coverage or benefit. -mae no c1aagaist PROMOTER for of act or do ~ytgthat is al times state or local laws, or wluch brgs .hm/er ,into pùblic 'dipute, twitudeunder Federa, ridicule, orwmch insUlts or offends the communty or ,any employee, agent or afte of PROMOTER or which iijures his reputation in PROMOTER's sole judgient, or contempt, scanda or rHminishes the value of hi.professionalwrestlg servces to the public or .PROMOTE, then at the tie of any such act, sha have the 'right to 'PROMOTER shal or any tie after PROMOTER lears of any fie WRSlLR in an amount have be detenred by PROMOTER and act, such to PROMOTER; the right to suspend and/or terate ths Agreement fortwith -. 10. WARTY he is _free to enter mtoth 10.1 WRSTIR represents, warts, and agrees that Agreement heretofore and to grt the nghtsandlicensesherein granted to PROMOTER; he has not entered and shal not hereafter enter into aIy contrt or agreement which ism confct with the provisions hereof or which would or might interfere with and complete the ful perforice byWRSTIR of his obligations hereunder or the free and uIUpmed exercise by PROMOTER of represents any of the .rghts and licenses herein grte to would or might interfere with B, attched hereto., any Warty are set fort in Schedule or Agreement dated Februaiy 19,1996 which PROMOTER's ful and complete rights or licenses grted hereunder. Any exceptions to ths and the.Rder to the Letter it; WRSTLR furer affectig WRSTLR wmch and warts there ar no -pendig c1aior litigation -13- exercise or enjoyment of mater rev 4/18/95_ Drat rev 2(0196 T -JH 0025 Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 30 of 37 ("\¡ considered shall be and which a Rider to this Agreement herein. reference :a if fiilly set forth and agrees that he is in sound menta no disabilties that would impai or advelSelyafect 10.2 WRSTIR'represents, warts and physical .condition; that he is suferig from his by incorporated is thereby abilty to perform professional wrestlng servces; ,and that :he .i free ilegal dr,gs or controlled-substaces, which can theaten .his -wellbeing of frm the influence a nsk of injur and pose To insure compliance with this warty,WRTIR shal abide by to hielf or others. PROMOTE's Drg Policy for ,wrestlers, -as well and an .aendmnts,adiltions, or as any modications to the ,PROMOTE; s drg policy .implemented durg the term of th Agreement and consents to 'the WRSTLR accordace with suchpoli~y. lnaddition, samplig and testig IDS ure :i agres anualy to 'a complete physical ex:imin:ition by to submit a physician either .selected or.approved l:yPROMOTE. PROMOTER'S cimntDrgPolicy, which WRTLR acknowledges herewith receivig, is anexed hereto and incoiprated herem. 10.3 WRSTIRfuer represents, warts -prior agreements -between and hi and Tita, whether agrees that th Agreement supeedes-al wrtten or ora Agreement, and is thereby .icorporated ,QY reference the a Rider to this herein. except for the Rider to Letter of Agreeinentdated February 19, 1996, which shall be considered as if fully set forth 11. EARY TERMATION " ,,/ i1.1Th Agreement may be termated 'pnorto the instrent execute by each of the pares expressig thei mutu 11.2 'Th Agreeent wi be termated any reaon, includig for breaèh as Pargrphs 12.1 though 12.4, shal own al right, title term. by WRSTL's death durg the 11.3 Upon the termation of th Agreement for in consnt the 'par of either. -without ,any fuer libilty on set fort end of its term byawrtten to so terate the pares and interest in 'thereof and PROMOTER shal have acknowledge and al Works, New Intellectual Prpert and the exclusive right to sell agree thatPROMOlER any registrtions or othere dipose of :any material, goods, merchadise or other items.as provided .iPargrph3~2(b). 12. BREACH 12.1 In the eventPROMOlERbreaches tbAgreement, WRS11Rmayreover such actual dict dages as may be establihed Ina .Federa or jurisdiction. State cour of competent 12.2 hithe event WRSTLR breaches th Agreement, PROMOTER may :i -its.sole policy, (i) terate th Agreement; discrtionin addition toitsnghtsund¿r'PROMOTER's drg and/or (ü) susend WRSTLR for a period of up -14- to thee (3) months for each breach oftle mate rev 4/18195 Drat rev 2(01)6 T-JH 0026 i . I I Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 31 of 37 \ I not bok Agreemen~províded that dung each suspensionpenod PROMOlER shall perform WRSTIRand WRSTIR may not ~appear or relatig to --rofessional services and/or (il) _recover such :actual diect wrestlg orsponsenteitainment thoughout the world; event of termation damages as may be establihed in .a cour of law. hi addition, in the puruant to ths Pargrph, WRSTIR shal forfeit:any futu payments due pursuant to Section parentheticaly 7. WRSTIR any maner, not :appear under, use,iefer to or exploit in shaI remaider of the term Propert for the or otherwse, the Ongial Intellectual New and the Intellecnial.Ppeny forever, 123 The pares the special, uique,andextordi furter -agre that because of natue of the obligations and WRESTLR respecti-ial ri-ihtsand licenses ,of PROMOTER are the ,subject concerrg bookigs, promotig; Progr, Events,hitellectualProperty, which matter of ths Agreement, WRESTIR's brech of ,th Agreement shapcausePROMOTER ' ireparble injur which canot be adequately measured by moneta re1ief;asa consuence injunctive and other equitable relief agaist WRSTI to PROMOTER shil be entitled to prevent WRSTIR' sbreach or default shal be without such injunction or equitable relief which hereunder and prejudice to any other dages wmch PROMOTE is legaly remedes or rights, entitled to obta, 12.4 In \ be liable to no cicumtaces,whatsoever,shaleîther par to 1bs Agreement the other par for al .such dama-ies, whether .arg any puntive or exemplar dages; -and out of the breach of 'tls Agremen~ or are 'expressly waived otherwe, ) 13. "MCELLANOUS 13.1 Nothg be constred to constitute WR1LR contaed .i ths Agrement shal asa -parer or joint ventuer of PRO MOlER, nor shal WRSTLER have ÆROMOTER in any respect WRS11Ris an independent contrctor and WRTIR shal execute, if refuses to do so, any instrents necessar to accomplislior conf the foregoing execute and hereby irevocably WRTLR any ,authority to bind appoints PROMOTER his attorney-in-fact to or the rig1itsgranted to PROMOTER herein. 13.2 TI Agreement contas the entie understadig of subject matter hereof and Agreement There the are to pares with respect al prior understadigs, 'negotitions and agreements ,the are merged in th no other agreements, representations,' or waranties not set fort herein pares expressly aclmowledge that any with respect to the subject matter hereof; and the representation, promise or inducement by any par to any other par that is not emboed in tls Agreement is not par of th Agreement, and they agree that no par shal be bound by or 1ia.ble for any siich aleged representation, promise orindiicement not set forthereIn. 13.3 Ths Agreement may not be changed or PROMOTER and WRSTIR. -15- altered except in wntigsigned ,by mater rev 4/18ß's Drt rev 210196 í-JH 00'Z -. Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 32 of 37 'y any 13.4 Any term oqiroviion of ths Agreement which is invald or unenforceable in shal, jursdction un enforceabilty without renderig invald or unenforceable the remag terms and ,provisions enforceabilty of:ay of the term or provisions of this Agreement, or afectig the valdity or of invaldity or ineffective to the extent of such as to such j iicdon, be in any other jursdction. th Agreement al of the assign, license, or trsfer cany or 13.5 PROMOTER shan have'then,ght to any , assignee any person, fuor coipration,and if ,nghtsgranted to .and hereunder to assume :i wnung PROMOTER's obligations, hereunder, :PROMOTERsnalhave no fuer may not .assign, trsfer or .delegate his nghts or WRSTLR ,WRESTL obligations to shal so obligations nereunderand âIY -attempt to do sbal be void. and i~.6 ,Any notices :rquied or desir Jiereunder i;ha1 :00 :i -wtig sent postage by prepaid tèlegraddrssed as follows, prepaid by certed ma, retu receipt requested, or or as the paresmayhereaer in wntig otherwse designate: Tita Sport, Inc. ATINTON: J J. Dilon Vice President, Talent Relations 1241E. Ma Btret .P .0. ,Box 3857 Staord Connecticut 06902 TO WRESTI: WAROR c/oWaror Gym 10320 Nort Scotsdale Road Scotsda~, Arona 85253 , , -. 'The date of maig shal be deemed to constitute the date of servce of .any such notice. 14. may Other than as be CONFENTIT requied by applicable law, or by order or decree of the CourWRSTIR hereby governent order orreguations, acknowledges and agrees that fuer in consideration of PROMOTER'S enterig into th Agrement, and contiued Agrement, WR'IR shan not, at utie for sensitive any tie durg ths Agreement, or the benefit or profit for WRTLR for any , any other peron or organation, or otherwe confdential business inormation, idea proposal, secet, or any inormtion obtaed -whie proprieta with PROMOTER and/or regardig :PROMOTER, its employees, -16- / afr the teriation of ths any reason whatsver, diclose to any person, organtion, or publication, or Agreement for mate ,rev 4/18/95 Drt rev 210/96' T -JHOO28 Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 33 of 37 independent contractors,a,gents,offcers, diectors, subsidianes, -afiates, .dvisions, representatives, or only :andnot assigns. Jncluded in the foregoing, by way of ilustrtion limtation, ,are ,such items as reports, business 'plans, sales inormation, cost or pricig lists, story lies, _scnpts, story boards or ideas, inormation, lists of suppliers or customers, taent regardig :any contrcnia1 relationships maitaed by PROMOTER âId/or the term ,PROMOTE. WRSTLRS engaged by all information regardig and/or any and inormation thereof, W AROR UNIVERSITY FOR 15. .BUSINSS PLAN and PROMOTER-and WBESTLER acknowledge a business plan _ proposed and by by the end of develop busines concept budget to operate irWarrior University" ("WU"), :a or for PROMOTER WRSTLER to~udition and train potential new talent of shall endeavor to develop suchbusin~ plan PROMOTER at WRSTLER's .gym facilty. . to agree to proceed by the progrm advertising and marketing March 1996, and to implement the agreement relative to the · end of May 1996. The parties may enter into a licensing which are to bedeterrned whentle busines operation ofWU, the tenn and conditions of plan isfinalIed. involved in the development of the business opertion of WU. involvement that 1ì personal time and agree actively services for PROMOTER, -and to _be plan, concepts, trringprogra, :and other elements relative to the ) such licensing withWU are integ to the negotiation ,and ultimate consummation of agreement. In the event the licensing agreement he shall not be owed ,any finalized, WRESTLER agree that the servces considered part of the time he provided in spends ackowledges that nonedf the time he be rendered as specified in Section 1 or any other, term hereof. under this Agreement monthly magaznes and during its televiion solely provide advertiing or programming in spent on the servces to be connection 'with thi effort shall Further, PROMOTER agree to , is not compenstion whatsver for.ay of thi respeclWRSTLER further / and acknowledges. WRSTLER understands, performg is not he agrees lobe reaonably on.siteat WU when WRSTLER promotional space ìnits whenever appropriate, as deemed by PROMOTER; tomar1let orpromoteWU. -17- mater rev 4/1819 Drat rev2.0196 T..HOO29 -. Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 34 of 37 (") Al of the term 'and ar ìncoiporated conditions oLany Riders, Addenda or Schedules herem qy reference and :mde a par hereof. ths Agreement on me day INWINESSWHREOF,1hepareshave executed ',and year firt 'above wntten. TITAN SPORTS,lNe. By: Linda E. McMaon President, COO WARROR WRSTIR's legal name, or " professÍonal corporation WRSTIR.:ssigntueand title, if 'B, professiomílcoi:ration ì / ) -18- mate rev Drt rev 4/18195 2/0196 T -JH Q0 Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 35 of 37 \ ) STAlE OF CONNCTCU ) ) ss: COUN OF FAILD ) before me PresidenLaid COO .ofTita 'Sport, Inc., :£0 meknown,;and On 1996, personaly came 'LindaE. McMahon, .kown to me to be the duly who individuals describe in, ,and acknowledged .to me that executed the foregoing Releae, :and and she is.adt4yauthori coxporate øffcerofTita Sport, Inc., company . tht he executed the same on behal of said WISS 'IIy hand .and notaa1 seal :t _ day of , 1996. Nota Public My commssioneJgIres: STATE OF ) COUN OF ) i ./ ) 'ss: 1. ,.a Nota Públic for ~aidCountyand State, do hereby cert _thatWanorpersna1yappea before 'me execution of the foregoing instrent to be his fr act ths day and ac1cowledgedthe due and deed for the puioses therein expressed WlSSmy hand ,and notaal sea ths _ day of Nota , 1996. Public My commsion expires: ) -19- mate rev 4/18/95 Drt rev 2/0/96 T-JH 001 -. Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 36 of 37 " J ') SCHDUL A ORIGINAL 1NClAL PROPERTY -. ) -20- , . mate rev 4/18fj5 Drt rev 2(¡96 í ..¡;00 Case 2:06-cv-00535-ROS Document 185-4 Filed 06/15/09 Page 37 of 37 \. . '. SCHUL B , EXCEPTONS TO WAR PENING CONIClS/CLSJLlTGATION WICH MAY INRF OR CONFCl WI WRSlLR'B PERFORMCE AN/OR GRA OF lUGEITS -21- marerrev 4/18/)5 Drt rev 2.PJJfj6 T..H 00