OPERATING AGREEMENT OF SU DISTRIBUTION LLC
This OPERATING AGREEMENT (the "Agreement"), is made and entered into as of this 9th day of April,
2004, by and between SU Productions, LLC ("Member A") and NT Media Corp. ("Member B"). Member A
and Member B are sometimes referred to herein as the "Members".
A. The Members propose to distribute a home video/DVD product tentatively entitled "Strippers
Untamed" (hereinafter referred to as Project "1") and any other projects which the Members mutually agree to
develop, produce and/or distribute (collectively, the "Business").The Members further propose that their
organization take the form of a California Limited Liability Company. It is the intention of the Members that this
Limited Liability Company satisfies the requirements to be classified as a partnership for federal tax purposes.
This Agreement shall not become effective unless and until Member B's audit firm has approved the terms of
same as it relates to matters pertaining to revenue recognition.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Members
hereby covenant and agree as follows:
The following defined terms used in this Agreement shall have the respective meanings specified below.
"Act" means the California Beverly-Killea Limited Liability Company Act, as amended. To the extent that any
provision of this Agreement is in conflict with a provision of the Act and that provision may be waived pursuant to
the terms of the Act, then the provision shall be deemed to be waived by this Agreement.
"Gross Revenue" shall be defined to mean all cash earned and received by or on behalf of the Company (and not
otherwise subject to defeasement in any manner) in respect of the exploitation of the Video throughout the world,
including but not limited to any advances, minimum guarantees, royalties, and license fees actually received by the
Company from any sub-licensee or sub-distributor in any market or Media.