Omega Code Novelization

PRECEDENT UNDERSTANDING: that all the rights to the scripts, movie, books (authorship of the novelization), etc., belong to TBN (TCCSA) see Movie Contract .

However in this contract, PFC is named as the AUTHOR, A Side Note, Lance Charles (Paul's co-writer who actually did the writing) is left out of the contract.

Examine Section 7. Earned Royalties and see who gets the money... it's PFC, he just assumes personal ownership?. Isn't this THEFT, FRAUD, INUREMENT, CONVERSION, BREACH OF PUBLIC TRUST? FOLLOWING IS THE ACTUAL CONTRACT WITH WESTERN FRONT

PUBLISHING AGREEMENT

Between a Trade Publisher and Author for Trade Hard Cover and Soft Cover Editions

AGREEMENT made by and between Paul Crouch, whose address is Trinity Broadcast Network, 2442 Michelle Drive, Tustin California, 92780 and who is a citizen of the United States of America (hereinafter referred to as the "Author"), his heirs, executors, administrators, successors and assigns;

And Western Front, Ltd., a corporation of the state of California with its principle offices at 2275 San Ysidro Drive, Beverly Hills 90210 (hereinafter referred to as "Publisher"), Its successors and assigns; Concerning a work presently titled The Omega Code (hereinafter referred to as the "Work.")

WITNESSETH:

In consideration of the mutual covenants herein contained, the parties agree as folIows: "

1. The Grant and the Territory

A. The Author grants to the Publisher and its licensees, for the full-term of copyright available in each country included within the Territory with respect to a book with the tentative title noted above, the following "Primary" and "Secondary" Rights:

(1) "Primary Rights"

(a) "Trade Edition Rights" exclusive right to publish. trade paperback (soft Cover editions distributed primarily through hard . cover trade channels such as bookstores) editions of the Work.

(b) "Mass Market Reprint Rights" exclusive right to publish, or authorize others to publish. Soft Cover editions of the Work to be distributed primarily through independent magazine wholesalers and to direct accounts.

(d) "General Publication Rights" publication of the complete Work or selections therefrom in anthologies, compilations, digests, newspapers, magazines and other works as a textbook; and in Braille.

(e) "DirectMail Rights" exclusive right to sell, or authorize others to sell, the Work through the mediun of direct mail circulation or by mail order coupon advertising.

(2) "SecondaryRights"

(a) "Translation Rights" exclusive right to authorize others to translate the "Work" in whole or in part, into foreign languages and to publish and sell translations anywhere in the world.

(b) British Commonwealth Rights" exclusive right to publish and sell and to authorize others to publish and sell the Work in the English language in the British Commonwealth as constituted as of the date of this Agreement (excluding Canada, Australia and New Zealand).

B. Exclusivity. Such grant of Primary and Secondary Rights shall be exclusive in the United States, its territories and possessions, Canada, Australia and New Zealand; the rest of the world shall be an open market.

2. The Manuscript

A. The Author agrees to deliver to the Publisher, not later than Two (2) complete typewrinen or computer generated (or on the computer disk in a format acceptable to the Publisher) manuscripts of the Work in the English language acceptable to the Publisher and ready to set into type. If retyping is necessary, expense shall be charged to the Author. The Author agrees that the Author shall have retained copies of the manuscript as delivered to the Publisher.

B. Authorizations. The Author shall deliver wrinen authorization for the use of any materials owned by a third party included in the manuscript.

C. Right to Edit. The Publisher shall have the right to edit the Work for the original printing and for any reprinting, provided the meaning of the text is not materially altered, and shall have the right to publish and promote the Work in a suitable style as to paper, printing, binding, cover and/or jacket design and to fix or alter title and price. Cover and jacket design to Author's approval.

D. 'Additional Materials. The Publisher retains the final right to detennine whether or not photographs, charts, maps, drawings or the like (hereafter collectively referred to as Additional Materials) are ne(?essaryfor the Work, and if necessary, how many. If the Author fails to deliver Additional Materials, in cases where any of these have been deemed by the Publisher as necessary for the Work, the Publisher shall have the right, but 'shall not be obligated, to cause the same to be acquired or prepared and to charge the cost of such acquisition or preparation to the Author. The Publisher shall not be responsible' for the loss or damage to any Additional Material and the Publisher shall be under no obligation to insure same.

E. Front Matter and Back ,Matter. If, the Author has not so provided, and it, in the reasonable judgement of the Publisher, the Publisher feels that an index, bibliography, table of contents, forward, introduction or preface (hereinafter referred to as Front Matter, for the Work is necessary, the Publisher shall engage a skilled person to prepare such Front Matter and Back Matter).

3. Copyright

A. United States. Unless otherwise agreed to in writing the Publisher will, in all Published versions of the Work, place a Copy Right Notice in a form and place that the Publisher: believes complies with the requirementsof the United States Copyright Law, showing that the owner of the copyright rights in and to the Work is the Author. Publisher shall register said copyright, at Publisher's expense with the United States Copyright Office.

B. Foreign Publisher. may, but shall not be obligated to, copyright the Work in such other countries as it may determine. Such notice shall not be constructed as. in any way affecting .or diminishing any of the rights granted to the Publisher under this Agreement.

C. Documents. The Author shall execute and deliver to the Publisher any docwnents necessary to evidence or effectuate the rights granted to the Publisher Wider this Agreement. The "copyright laws" shall be constructed to be those now or hereafter in force in the Territory.

4. Indemnity

The Author shall indemnify, defend and hold the Publisher, its subsidiaries and affiliates and. their respective agents, officers, director and employees harmless for any claims, demands, suits, actions, proceedings or prosecutions based on facts which, if true, would constitute a breach of any of the foregoing warranties (hereinafter collectively referred to as "Claims") and any liabilities, losses, expenses (including attorney's fees) or damages in consequence thereof.

5. Publication of the Work

The Publisher agrees that the Work shall be published at its own expense and under such imprint as it deems suitable.

6. Proofreading and Changes in Proof

The Publisher shall furnish the Author with a galley proof of the Work. The Author agrees to read, correct and return all proof sheets within thirty (30.)days of receipt thereof, subject to legal approval which may mean ten (10) extra working days by the Author. If any changes in proof or the printing plates (other than corrections of the printer's errors) are made at the Author's request or with his/her consent, the cost of such changes in excess of two percent (2%) of the cost of typesetting (exclusive of the cost of setting corrections) shall be borne by the Author. The Publisher shall give the Author prompt notice of any amounts charged to the Author under this paragraph. If the Author fails to return the proof within the time specified above, the Publisher may publish the Work with the Author's approval of the proof.

7. Earned Royalties

A. Primary Rights

(1). For soft cover trade editions published by the Publisher, the Publisber shall credit the Author's account with the following royalties:

a. Regular Sales. On all net copies sold in the United States and Canada, a royalty of fifteen percent (15%) of the Publisher's net price per copy.

b. Discounted Sales. On all net copies sold lower than the regular wholesale price through special arrangements with charitable, fraternal or professional associations or similar organization, a royalty equal to seven and onehalf percent(7.5%) of the Publisher's net.

c. Direct Sales. On all net copies sold direct to the consumer through the medium of mail order coupon advertising or direct mail circular,.a royalty equal to sevenand one-halfpercent(7.5%).

d. Remainder Sales. On all copies destroyed, given away or sold at or below cost, no royalties shall be paid. On overstocks, or damages copies, a royalty of ten percent (10%) of the amount that the Publisher received in excess of manufacturing cost, if the Publisher, as its option disposes of all or part if the stock at the best price it can secure.

(3) For the other Primary Rights, the Publisher shall credit the Author with fifty percent (50%) of the net proceeds received by the Publisher for the disposition of any PrimaryRights. .

B. Secondary (subsidiary) Rights

The Publisher shall credit the Author's Account with the following percentage of net proceeds received for the disposition of Secondary Rights.

First Periodical Rights 50%

Second Periodical Rights 50%

Condensation Rights 50%

Anthology Rights 50%

Book Club Rights 50%

Radio Rights 50%

Translation Rights 50%

MerchandisingRights 50%.

Other Secondary Rights not listed above 50%

c. Statements

The Publisher shall render to the Author or his duly authorized representative on or before April 30 and October 31 of each year, statements of net sales up to the preceding December 31 and June 30 respectively and, if the earned royalties exceed the guaranteed advance royalties and the amount withheld and deducted by the Publisher pursuant to this Agreement, the Publisher shall make simultaneous settlement in cash.

D. Royalty Payments

Royalty payments paid twice a year, on or before the December 31 and June 30.

E. Reserve Against Returns

In making accountings, the Publisher shall have the right to allow for a twenty percent (20%) reserve against returns. If royalties in excess of the guaranteed advance payment have been paid on copies that are thereafter returned, the Publisher shall have the right to deduct the amount of such royalties on such returned copies from any future payments under this Agreement.

F. 'Reserve Against Claims

In the event of a claim against the Publisher that, if sustained, would constitute a breach of any of the Author's representations and warranties pursuant to this Agreement, the Publisher shall have the right to withhold royalties and any other payments that. may be due pursuant to this Agreement pending a fmal determination thereof. The Publisher shall have the right to apply any of said withheld royalties and other payments then or thereafter accruing hereunder in reduction of the obligation of the Author. If a suit is not filed for a period of six (6) months trom the assertion of a Claim, all withheld royalties and any other payments shall be payable at the end of the next succeeding accounting period.

8. Revisions

If the Publisher considers it necessary in the best interests of the Wor~ .the Author agrees to revise the Work on request of the Publisher. The provisions of this Agreement shall apply to each revision of the Work by the Author as though that revision were the work being published for the first time under this Agreement, except that the manuscript of the revised work shall be delivered in final form by the Author to the Publisher within a reasonable time after request for revision. Further, no initial payment shall be made in connection with such revision.

9. Author's Copies

The Publisher shall furnish to the Author, ten (10) free copies of each edition of the Work published by Publisher. The Author shall be permitted to purchase further copies in full carton quantities for the Author's personal use and for resale at a discount of sixty percent (60%) ftom the retail list price, to be paid for upon receipt of the Publisher's invoice. Royalties shall be paid to the Author on the "Author's Copies." Publisher will produce Soft Back copies to be distributed to TBN partners for $1.25 per copy.

10. Discontinuance of Publication .

"Ifthe Work goes out of print in all United States editions and if the Publisher fails to reprint, or to cause a licensee to reprint, a United Stat~s edition with six (6) months after receipt of written notice from the Author, unless prevented by doing so by circumstances beyond the Publisher's control, the Author may tenninate this Agreem,nt by written notice. Upon such tennination, all rights granted hereunder, except the rights to dispose of existing stack, shall revert to the Author subject to rights which may dispose of existing stack, shall revert to the Author, subject to rights which may have been granted to third parties pursuant to the Agreement, and the Author's share of earnings hereunder shall be paid when and as due. The Work shall not be deemed "out of print" within the meaning of this paragraph as long as it is available for sale either from stock in the Publisher's or licensee's warehouse or in regular sales channels.

12. Rights Surviving Termination

In the event of the termination of this Agreement as elsewhere herein provided, any rights reverting to the Author shall be subject to all licensees and other grants of rights theretofore made by the Publisher to third parties, and to the rights of the Publisher to proceeds of such licenses and grants.

13. Interpretation

Regardless of the place of this physical execution, this Agreement shall in .all respects be interpreted, constructed and governed by the laws of the State of California.

14. Modification or Waiver

This Agreement constitutes the complete understanding of the parties. This Agreement may not be modified or altered except by written instrument executed by the Author and the Publisher. No waiver of any term or condition of this Agreement or any part thereot: shall be deemed a waiver of any other term or condition of this Agreement or of any later breach of the Agreement or any part thereof.

IS. Notices

Any written notice required under any of the provisions of this Agreement shall be deemed to have been properly served by a delivery person to the Author or by mailing such notice to either of the parties hereto at the addresses set forth above, except as the addresses may be changed by notice in writing.

Notices mailed to the Publisher shall be sent in duplicate with one copy addressed to the company and the other addressed to the "Corporate Secretary." Mailed notices shall be sent by registered or certified mail, return receipt requested.

16. Execution and Delivery of Contract

[fthis Agreement shall not be signed by the Author, or his/her agent, and returned to the Publisher within a period of two (2) months £rom the date of its transmittal to the Author, the Publisher shall have the option to withdraw its offer of agreement. The Publisher retains the right to withdraw its offer of agreement prior to delivery of the signed agreement to the Publisher by the Author.

17. Captions and Marginal Notes

Captions and marginal notes for convenience are to be deemed part of this Agreement where initialed by "the Author and the Publisher.

18. Assignment

. This Agreement shall be binding upon the heirs, executors, administrators or assigns of the Author, and the successors, assigns and licensees of the Publisher, but no assignment by either party, other than an assignment by operation of law or by the. Publisher to an affiliate of the Publisher, shall be made without the prior ~tten consent of the other party.

19. Use of Authors Name

The Publisher shall have the right to use, and to license others to use the Author's name, likeness and biographical materials for the purpose of advertising, publishing and promoting the Work.

20. Option On Next Work

The or grants the Publisher the option to publish the next three book length works on the terms and conditions as are contained herein and will submit the manuscripts to the Publisher prior to showing it to any other publisher. The Publisher shall ninety (90) days in which to advise the Author if it is going to exercise said option and upon what terms, but it shall not bc required to exercise it within six (6) months following first publication of the Work. If the Publisher does not exercise its option, or if the parties do not agree upon t ms within thirty (30) days after the Publisher has so lfied the uthor, the Author shall be free to arrange publication elsewhere, provided however, that prior to the Author making a contract with respect to such new with another publisher, the te thereof shall be sub itted to the Publisher who shall have thirty (30) days to notify the Author that it will publish the said new book on those terms.

21. Bankruptcy and Liquidation

If the Publisher is adjudicated as bankrupt. or liquidates its business, this Agreement shall thereupon tenninate, and all rights granted to the Publisher shall automatically revert to the Author.

22. Arbitration

If any difference shall arise between the Author and the publisher touching the meaning of this Agreement or the rights and liabilities of the parties thereto, the same shall be referred to the arbitration of two persons (one to be names by each party) or their mutually agreed umpire, in accordance with the Rules of the American Arbitration Association; judgement on the award rendered may be entered in any court having jurisdiction thereof.

23. Disputes and Attorney's Fees

In any action upon the Agreement,. including litigation and arbitration, the party which prevails will have all attorney's fees and cost paid by the losing party.

IN WITNESS WHEREOF the parties hereof have executed and duly witnessed this Agreement as of the day and year written below.

Author or Author's Agent

Name: Paul Crouch

Title: Author

Publisher

Name: Cliff B. Ford

Title: President