[Portions herein identified by ** have been omitted pursuant to a request for confidential treatment and have been
filed separately with the Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934]
ACQUISITION MASTER AGREEMENT
MASTER AGREEMENT ("Agreement") made as of January 22, 2003, by and THE TRAVEL CHANNEL,
L.L.C. ("TRV"), a Delaware corporation, with offices at 7700 Wisconsin Avenue, Bethesda, Maryland 20814,
on the one hand, and WORLD POKER TOUR L.L.C. ("Grantor"), with offices at 1041 North Formosa
Avenue, Formosa Building, Suite 99, West Hollywood, CA 90046, on the other hand.
TRV wishes to license from Grantor, and Grantor wishes to license to TRV, ceratin rights in program(s) in
accordance with the terms set forth herein and in the Standard Terms and Conditions set forth in Exhibit A and
the attachment(s) ("Attachment(s)") to be attached hereto. Defened terms used in this Agreement are set forth in
Now therefore, in consideration of the foregoing and of the mutual promises and covenants contained herein, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
The Program(s) licensed are set forth in the applicable attachment.
II. License Fee:
TRV shall pay the License Fee set forth in the applicable Attachment in accordance with the payment terms set
III. Grant of Rights:
TRV shall have the exclusive right, license and privilege to exhibit, market, distribute, transmit, perform and
otherwise exploit each Program an unlimited number of times on any DCI Service in the media ("Media") and
territory ("Territory") and for the License Period ("Exhibition Period") set forth in the application Attachment.
Upon expiration or termination of this Agreement, TRV shall erase or destroy all copies of the Materials in its
V. Standard Terms and Conditions
The parties agree that the Standard Terms and Conditions attached hereto as Exhibit A, the defini