As an Entertainment entity, to assure the best in entertainment for its viewing audience, the TV Romania-West is associated with 3 other Entertainment institutions:

TVR-Romania International, The Society of Romania's TV

(http://tvr.ro/tvri), Romania.
Sahia TV & Entertainment service on (http://www.Sahia.com), USA.
AnimaFilm - The Romanian Society for Animation

(http://www.AnimaFilm.com), USA.

GENERAL PROVISIONS

Working with contract, and in full cooperation with the Society of Romania's TV - International Department -, TV Romania-West is engaged in an activity of producing and telecasting TV programs, made in Romania by the Society of Romania's TV/International Department, and adapted by the TVRomania-West of California for its regional needs, telecasted through various American TV Cable Channels (LA@36, the International Channel, etc.) for the benefit of the Romanian-American Community in the USA and Canada, according to the rules and regulations of each TV Channel engaged in telecasting such programs.

PURPOSES OF THE PARTNERSHIP

  1. LACTAC - Los Angeles Cable Television Access Company (Channel "36") - The Educational Channel.

  2. International Channel

  3. Channel service on - TV service

  4. Channel 1service advertising CI-TV - multi-nationals and multi-language service

  5. Century Communications - 65% of Cable Market Penetration of TV Homes

  6. Media One Broadband - Western Region

1.1 OBJECTIVES

TV Romania-West has as its main objectives the following:

1. California cca 100,000

2. State of Washington (Seattle) cca 25,000

3. Oregon (Portland) cca 20,000

4. Nevada (Las Vegas and Rino) cca 7,500

5. Arizona (Phoenix) cca 5,000

6. Texas (Dallas + Houston) cca 45,000

7. Georgia (Atlanta) cca 10,000

  1. Florida (Miami, etc.) cca 65,000


ESTIMATED TOTAL cca 253,500

1.2 MISSION

MISSION (2000-2006)

The terms of the Agreement # 276/12 March 2000 - between TVRomania-West (TV Romania-West) and TVRomania International (SRTV) are as follows:

OBLIGATIONS OF TV ROMANIA - INTERNATIONAL

Detailed themes:

· News of the previous week.

· The Romanian poli-economic news

· Info-economic programs

· Info-cultural programs

· Info-sport news

· Tourism in Romania (museums, monasteries, etc).

· Programs for Children

· The Spiritual Life in Romania

· Books, publications, newspapers, Best Sellers, etc.

· Folk music, entertainment, shows, humor, etc.

· Documentary, etc.

OBLIGATIONS OF TV ROMANIA-WEST

NAME

TV Romania-West, a California Corporation.

ADDRESS

TVRomania West (TV Romania-West), an Entertainment and Variety Shows/Learning TV Company, is located at the following address: 9301 Wilshire Blvd., Ph1, Beverly Hills, CA 90210; Mailing address:P.O.Box 50272, Los Angeles, CA 90050, Tel. (323) 254-5655, Fax: (801) 761-8734, E-mail: tvrwest@yahoo.com, Web site: tvromaniawest.com; Mailing address: P.O.Box 50272, Los Angeles, CA 90050, Tel. (323) 254-5655, Fax: (801) 761-8734, E-mail: tvrwest@yahoo.com, Web site: tvromaniawest.com, President: Alex Dumitru.

MANAGEMENT

TV Romania-West is managed by a Board of Directors with its founder Mr. Alex Dumitru as President & CEO. Mr. Dumitru is a TV professional (Producer, Cameraman, Floor Director) employed by LA Channel 22KWHYTV - TV service; 5545 Sunset Blvd.#911, Los Angeles, CA 90028.

TERMS OF VENTURE

The Venture's terms will be reviewed after the first year by the members of the Board of Directors, at its yearly meeting . The work in "progress" of this endeavor thoroughly re-examined.

OWNERSHIP

As a Company, the TV Romania-West is own the 3 co-founders (details in a confidential agreement herewith attached), and by all present and future sponsors and share-holders, as per the JOINT-VENTURE, made available to all interested parties per written request if benefits the Venture.

SERVICES

TV Romania-West strives to offer the following service:

MANAGEMENT DUTIES

All partners shall be actively involved and materially participate in the management and operation of the business.

The managing partner shall be Mr. Alex Dumitru, President & CEO. He is also in charge of delegating the powers to the corporate Board of Directors regarding the international public relations, local public affairs, Romanian-American community public relations, the advancement of "Romanian-American" agenda of exposing Romanian Culture and Values in California and elsewhere on the international scene where the programs are intercepted, the professional quality service and finances of the company, advertising, legal matters and accounting, etc. .0 SERVICES

TV Romania-West strives to offer the following service:

  1. Time Warner

  2. Media-One - Sylmar System

  3. AT&T Cable

  4. Media-One - Sunland/Tujunga

  5. Falcon Cablevision

  6. Century - West Los Angeles

  7. Century - Sherman Oaks

  8. Century - Eagle Rock

  9. Media One - Hollywood/Wilshire

  10. Media One - Westchester/South Central

  11. Media One - South Central

  12. Buena Vision

  13. Media One - Harbor System

  14. Cox Cable.

  1. University of California, Los Angeles

  2. University of Southern California

  3. CalTech University, Pasadena

  4. California State University, Los Angeles

  5. California State University, Northridge

  6. California State University, Long Beach

  7. California Sate University Dominguez Hills MARKET

TV Romania-West will be focusing on professionalism in presenting the viewers with the best services. Our most important group of viewers is the membership at large of the Romanian-American community in California, and other States of the Pacific Rim, people from all walks of life, eager to cultivate and pursue in everything that is of "Romanian interest", pursuing a policy of keeping pace with the multi-level progress, daily changes in all Romania's sectors of activity, including the integration of Romania into the global economy and the Romanian culture.

The potential viewers are dispersed in the following States:

1. California cca 100,000

2. State of Washington (Seattle) cca 25,000

3. Oregon (Portland) cca 20,000

4. Nevada (Rino, Las Vegas) cca 7,500

5. Arizona (Phoenix) cca 5,000

6. Texas (Dallas + Houston) cca 45,000

7. Georgia (Atlanta) cca 10,000

8. Florida (Miami, etc.) cca 65,000

 

ESTIMATED TOTAL: cca 253,500

4.1 MARKET SEGMENTATION

TV Romania-West's most important market segment, effective year 2000 and beyond, is made out of a ratio close to 40% of the Romanian American community, living in California.

The diagram below is a table of "statistics", drawn only for the purpose of this Business Plan.

The table attached is self-explanatory:

STATE Estimated Membership Percentage

1. California cca 100,000 38%

2. State of Washington (Seattle) cca 25,000 8%

3. Oregon (Portland) cca 20,000 7%

4. Nevada (Rino, Las Vegas) cca 7,500 2%

5. Arizona (Phoenix) cca 5,000 1%

6. Texas (Dallas + Houston) cca 45,000 16%

7. Georgia (Atlanta) cca 10,000 4%

8. Florida (Miami, etc.) cca 65,000 24%


ESTIMATED TOTAL: cca 253,500 100%

4.2 TARGET MARKET SEGMENT STRATEGY

The TV Romania-West is focusing on a specific market segments whose needs match its offerings. Focusing on targeted segments is the key to its future.

To accomplish its goals, the TV Romania-West lines-up two (2) phases:

PHASE I

The Members of the Romanian American Community in the Western hemisphere, namely in the following States:

STATE Percentage


1. California 38%

2. State of Washington (Seattle) 8%

3. Oregon (Portland) 7%

4. Nevada (Rino, Las Vegas) 2%

5. Arizona (Phoenix) 1%

6. Texas (Dallas + Houston) 16%

7. Georgia (Atlanta) 4%

8. Florida (Miami, etc.) 24%

ESTIMATED TOTAL: 100%

PHASE II

(Students, professors, scientists, and other educators of the targeted Universities, colleges, high and grade Schools in Southern California)

UNIVERSITY OF CALIFORNIA

The University of California is one of the world's most distinguished institutions of higher education. It is California's primary state-supported academic agency for research; it offers undergraduate and graduate instruction in a wide range of fields; it has exclusive jurisdiction among public institutions over graduate instruction in dentistry, law, medicine, and veterinary medicine; and it alone among public institutions grants the doctoral degree, except in a few fields where it awards doctorate jointly with the California State University.

UNIVERSITY OF CALIFORNIA, LOS ANGELES

Degrees offered: Certificate, Bachelor, Master, Credential, Intermediate, First Professional, Doctoral, Other.

Number of programs offered: 280

Year established: 1919 - Total headcount enrollment: 35,594 students

UCLA has earned a worldwide reputation for the excellence of its academic programs and the achievements of its students and faculty. Consistently ranked among the top half dozen research universities in the United States, UCLA is the only campus among the nation's top 10 research universities that was established in the 20th century. UCLA maintains 77 departments of instruction in 13 professional schools and the College of Letters and Science. The campus' extensive research program - with 5,000 funded projects in progress at any given time - as well as its renowned Center for the Health Sciences and myriad arts offerings make UCLA a major educational and cultural center and an important community resource.

UNIVERSITY OF SOUTHERN CALIFORNIA

Los Angeles was little more than a frontier town in the 1870s, when members of the Methodist Episcopal Conference first sought to establish a university in the region. Although the city still lacked paved streets, electric lights, telephones and a reliable fire alarm system, the idea found an enthusiastic reception among Los Angeles more far-sighted residents.

In those early years the founders could not have foreseen that Southern California would rapidly grow into one of the most dynamic and influential regions in the world, or that the University of Southern California would one day be a world-class research university. Nor could they have predicted how important their university would be in the explosive development of the region.

Today, USC has grown into an international center of learning, enrolling more than 28,000 undergraduate, graduate, and professional students on two campuses and offering degrees through its College of Letters, Arts, and Sciences, Graduate School and 16 professional schools. It ranks in the top 10 among private research universities in the United States in federal research and voluntary support, and is only one of four private research universities in the western United States elected to membership in the Association of American Universities, a group that represents the top one percent of the nations accredited universities and accounts for nearly two-thirds of all federally sponsored research.

STATE COLLEGES

CALIFORNIA STATE UNIVERSITY, LONG BEACH

Year established: 1949 - Total headcount enrollment: 27,431students

Located a mile from the Pacific Ocean and 25 miles from Los Angeles, California State University, Long Beach, has a beautiful park-like setting, a fast-paced atmosphere, and a mission of academic excellence. Its diverse student population of 27,000 students from 109 countries has a choice of 67 bachelor's and 57 master's degrees offering 256 individual degree-level programs. The campus also offers a doctorate in engineering mathematics jointly with the Claremont Graduate School. In 1977, a Phi Beta Kappa chapter was established on campus, joining more than 20 other national honor society chapters chartered to recognize the academic achievement of its students. It has established a strong research base and today is one of the most respected universities in the West.

CALIFORNIA STATE UNIVERSITY, LOS ANGELES

Year established: 1947 - Total enrollment: 18,849 students

California State University, Los Angeles, is a dynamic urban institution dedicated to excellence in teaching, scholarship, research, and service to the community. The university provides equity of opportunity for all students, and its classes (which average less than 20 students) are taught by professors who take a sincere interest in each student's progress. Its graduates are admitted to the best Ph.D. programs in the nation and move confidently and competently into the workplace.

CALIFORNIA STATE UNIVERSITY, DOMINGUEZ HILLS

Year established: 1960 - Total enrollment: 10,400 students.

California State University, Dominguez Hills takes pride in its fine programs offered on a campus known for its beautiful landscaping and architecture. One of the 20 campuses of the CSU System, it provides an ideal setting for undergraduate and graduate study. Classes are generally small, and most programs are offered in the evening. Centrally located in the city of Carson, the campus is just minutes from South Bay beach cities, downtown Los Angeles, and the Artesia (91), Harbor (110), and San Diego (405) Freeways. The University is home to the CSU Statewide Nursing Program, which provides an opportunity to nurses throughout the State to earn Baccalaureate and Master of Science degrees in nursing.

CALIFORNIA STATE UNIVERSITY, NORTHRIDGE

Year established: 1958 - Total enrollment: 17,439 students.

Located in the suburban San Fernando Valley, California State University, Northridge, is an institution that reflects the friendliness and openness of Southern California on its 350-acre campus. Nearby are the extensive occupational, recreational, and cultural opportunities for which the Los Angeles area is famous. Extensive academic programs are enhanced by three art galleries, a comprehensive range of student-sponsored programs, and annual offerings of some 200 concerts and recitals, plus eight major theater services. The university operates an off-campus center In Ventura County to serve upper-division and graduate students in that area.

COMMUNITY COLLEGES

CALIFORNIA COMMUNITY COLLEGES

The California Community Colleges constitute the largest system of higher education in the world, serving over a million students a year at 106 colleges. 31 out of 106 community colleges are located in Greater Los Angeles County, within reach of the Learning Channel LA@36, with some 375,000 students and teaching staff. (List of colleges: Allan Hancock, Cañada, Cerritos , Citrus, Coastline, Columbia, Compton,, Diablo, Valley East LA, El Camino, Evergreen, Glendale, Golden West, Imperial Valley, Long Beach City LA City, LA Harbor, LA Mission, LA Pierce, LA Southwest, LA Trade-Technical, LA Valley, Moorpark, Orange Coast, Palo Verde, Pasadena City, Rio Hondo, Santa Monica, West Hills, West LA, West Valley).

4.3 SERVICE BUSINESS ANALYSIS

The Cable telecasting industry is frequently segmented according to uniqueness of this service type. The video-service, made in Romania by SRTV (content), and exposure of content by the TV Romania-West through various Cable Stations in Southern California (viewing presentation, exposure, personal touch, communication, and so on), will be mutually coordinated and implemented.

4.3.1 COMPETITION AND BUYING PATTERNS

The single most important factor in telecasting the TVRomania-West programs is the fact that it has no direct competition.

One could talk about an indirect competitor, the Romanian Voice of New York, which in fact does not affect in any way the TV Romania-West's activities, due to the fact that the named-distributor of similar services operates on the East Coast. Although the Romanian Voice does have a history of 10 years, and its telecasted materials come from the similar source as ours, the TV Romania-West has on its part the professionalism of qualified staff trained in the TV field, the means of adapting the materials received from the SRTV to the digital system, a novative way of professional presentation, and the means of interstate-marketing of services, way superior to those of its competitor's on the International scene.

The Romanian Voice targets the Romanian-American Community in New York and surroundings, assuming the role of an "agency", focussed on promoting the Romanian culture on the East Coast, bringing artists from Romania to perform for variety shows for the local community.

The TV Romania-West reaches the American-Romanian Community in the States on the Pacific Rim, heaving a wider area of reach, with a projected larger viewing audience in some 8 States (in the next 3 years).5. STRATEGY

 

Our strategy is based on telecasting in prime time, so as all segments of viewers: individuals, family, young and old, professionals, educators, students, religious groups, etc., could benefit of the TV Romania-West service of cablecasting.

5.1 COMPETITIVE EDGE

General guidelines

In the continuing efforts to enhance and improve the TVRomania-West on-air look, the following guidelines are adhered to: The video-cassettes presented are carefully reviewed by the TV Romania-West manager's office, and call the station's office with any pertinent questions.

Technical details

Also all programs are transferred from DVC Pro or Beta SP video tape on Digital. All technical details, starting with the "producer" SRTV to the "distributor's" processing, adaptation and transfer are adhered to. Thus: continuous drop frame time-code is provided on all material. A time base corrector is required when editing or dubbing from ¾ to DVLC Pro or Beta SP (this is to insure Broadcast Standards are observed). All Broadcast Standards are followed, including: White levels peak at and never exceed + 1 00 I.R.E.; Black level or "set up" should rest at + 7.5 I.R.E. All audio is complete (mono) and duplicated on both channels 1 and 2. Each tape contains a single program. The end of the program recording is followed by at least 30 seconds of black.

Each tape will begin with the following:

· 20 seconds of calibration bars and tone, followed by a

· 5 second identification graphic which includes the show name & air date, followed by

. 5 seconds of black before the beginning of program material.

Air-time will adhere to standard lengths of 28:30 for half hour programs and 58:30 for hour long programs unless otherwise agreed to within stations' Programming.

All on-air programs will have a generic back-up tape to be used when the primary tape cannot be used.

All TV Romania-West will provide accurate and legible logs for its programs.

5.2 SALES STRATEGY

Sponsorship

All programs will comply with the sponsorship identification requirements of the Federal Communications Commission. All programs will identify all sponsors at the beginning of their show 'Sponsored by' or 'Paid by' is sufficient.

Sponsorship will be clearly identified either on audio or video or both, in the appropriate language that the majority of the program's viewers will understand.

A 'sponsor' is anyone who paid for programming or air-time fees. If TVRomania-West receives any money or anything else of value in return or including someone or something on TVRomania-West program, TVRomania-West is required by law to identify the person who paid TVRomania-West as a 'sponsor' of the program. For example, if TV Romania-West produces a talk show and are paid by a guest for an appearance on the show, the program will include an announcement that the program was 'paid by' or 'sponsored by' the guest.

'Payola' is an unreported payment, service or valuable consideration paid to TVRomania-West for including something on TVRomania-West program - for example, receiving money to broadcast any matter without including an announcement that it was 'paid for by...'. TVRomania-West will identify on air all paid for programming, except for payments for regular commercials.

"Payola" is promoting on air any business in which the producer or producers employees have an interest. Payola is not illegal as long as TVRomania-West disclose it to the station and includes an announcement that the program was "paid for" or 'sponsored by' the business.

Political

Political Broadcasts -- No political candidates may appear in a TV Romania-West's program (except for bona fide news programs) without the prior approval of the Station Managers. Even if the political candidate is not buying time or discussing his candidacy, his appearance may result in certain "equal time" obligations under Federal law . Because of the complexities of Federal Communications Commission regulations regarding political advertising, the Stations forbids any service of air-time by a producer to a political candidate, initiative or amendment.

Endorsing or opposing a political candidate will also trigger equal time obligations. Therefore, no TV Romania-West may endorse or oppose a political candidate on their program without at least 48 hours notice to and prior approval of the Station Managers.

Contests and Lotteries

A contest is any arrangement in which a prize is offered for award to the public. A prize Is anything of value, including cash or merchandise. Typically, the means of selecting a winner involve ability, skill, knowledge, chance or a combination of these factors. There are a number of detailed FCC regulations governing the conduct of contests. Because of this, no contest may be promoted on any TV stations without the prior approval of the Station Managers.

A lottery is a contest in which the prizewinner is determined solely by chance rather than some sort of skill or ability, and in which a contestant is required to furnish or purchase anything of value (including money or a service of the program's sponsor), or will expend a substantial amount of time and effort in order to be eligible to win.

Re-broadcasting

No station may retransmit the program (either portions of or in its entirety) of another U.S. broadcast station without the express authority and written consent of the originating station. If a producer includes such footage in their program, the Producer will provide the subject station with a copy of the written consent. Except as otherwise provided by international agreement the FCC allows the rebroadcast of programs originating from Romanian broadcast stations without the consent of the originating station.

The use of any footage that has been stored and therefore not current news, will be indicated as 'File Footage".

Copyright Infringement

The use of music or footage on-air (other that the news service licensed 'to the Station") that did not originate from the TV Romania-West, is considered copyright infringement, i.e., any broadcast copy including local, network television signals, cable, satellite, dubs, home videos, etc. The use of footage from other programs airing on the Station is also prohibited without first obtaining prior written permission from free originator.

The use of photos from newspapers, magazines, or any other published source on-air, that did not originate from the TV Romania-West is illegal. This also constitutes copyright infringement.

The use of any of the sources mentioned above will be authorized by written consent of the originator.

The station need the TV Romania-Rebroadcast help in maintaining high ethical standards, not to mention legal responsibilities. When the TV Romania-West signs the air-time contract with the Stations, he does in fact indicating that all material the TV Romania-West is using has been cleared.

Commercials

The Stations maintain a policy of no more than 14 minutes of commercial time (advertisements) per hour and no more than 7 minutes per half hour within TVRomania-West program.

Children's programming

Children's programming is subject to FCC restrictions of no more than 12 minutes of commercial time per hour on weekdays and no more than 10.5 minutes per hour on weekends. Promos and PSA's do not count as commercial matter.

False and Deceptive Advertising

It is incumbent on Stations to avoid advertising known to be misleading as part of the licensee's obligation to serve the public interest. Our time brokerage TV Romania-West will be extremely careful not to include any commercials on their programs that are misleading, deceptive, or advertising a fraudulent scheme.

Advertisements for cigarettes, 'little cigars', and smokeless tobacco services are prohibited. There are also restrictions on advertisements for casinos and alcoholic beverages.

Miscellaneous

TV Romania-West will hold Stations harmless and will be charged for all legal fees which may result from the content of the program in question. TV Romania-West will also be responsible for any fees associated with translation and transcription when such content is in question.

On-air promotion of other stations, networks, etc., is prohibited, In addition, on-air reference, either direct or innuendo, to other Station producers, programs, etc., is also prohibited.

General Rules

No TV Romania-West may re-sell ownership or sublet their air-time (or any portion of it) to a third party without prior written authorization from the Station Managers.

TV Romania-West will report to all Stations any direct or indirect relationship that the SRTV and/or the Romanian government. Not withstanding the reporting of this information, the TV Romania-West remains independently responsible for complying with the Romanian Agents Registration Act and with the Federal Communications Commission's sponsorship identification requirement Rebroadcast Promo Guidelines.

The broadcast of promos by the Stations is a courtesy extended to TV Romania-West at the Station's sole discretion.

All promos are subject to preemption at any time, at the discretion of the Station. Even if a promo is scheduled to air, at no time does the Station guarantee that it will.

The TV Romania-West will provide its own promotional announcements, one week prior to air date.

Each spot will be clearly marked as 'generic" (can run at any time) or 'episodic' (can run only for a certain length of time due to show sequences)- the length/duration of spot, language and the name of the program will all be legibly marked on the tape.

Most of stations require by law a written translated script of all non-English language promos, which TV Romania-West will comply with.

Video will be 19:3O for a 20 second spot or 29:30 for a 30 second spot. Dialogue will. Not exceed 18:30 for a 20 second spot and 28:30 for a 30 second spot. All promotional material, will conform to a Beta SP format.

Spots will include a font and/or voice-over with name of show, day and time of airing.

Should any promo not comply with any of the above mentioned specifications, TV Romania-West may be charged for a service required.

After a new show's introductory promo (announcing debut/first air date of program), TV Romania-West is responsible for providing Stations with a 'generic' promo that can be aired at any time.

To ensure quality control, all promos will be clubbed by the Station. However, any dubbing is a courtesy service and that pre-scheduled "cash" service TV Romania-West will have priority. Dubs will be done on an "as available" basis. Therefore, it is recommended that the promo tape be delivered to the Station at least one week in advance of its start date.

Policy concerning indecent programming

As authorized by federal law, it is the policy of the cable system to refuse carriage of indecent programming on commercial leased access channels. Consequently, leased access users will not transmit, or submit for transmission, any such programming on any full-time or part-time leased access channel on this cable system.

Although the public access stations do not routinely pre-screen leased access programming for indecency, yet, the stations will rely on the leased access channel user's warranty, made in the Channel Lease Agreement, that the leased access user will not transmit, or submit for transmission, any indecent program material.

However, we reserve the right to prescreen leased access programming from time to time, at our discretion. If in prescreening leased access programming or through notification from subscribers, officials, community residents, or otherwise, we discover that leased access programming contains indecent material, we will prohibit or reschedule transmission of that leased access programming or take other appropriate action. Any leased access user who transmits indecent programming or submits such programming for transmission, over this cable system in violation of this policy and/or in breach of the warranties made in its Channel Lease Agreement will subject the Channel Lease Agreement to immediate termination.

Indecent material is defined by the Federal Communications Act as 1. programming that the cable operator reasonably believes or depicts sexual or excretory activities or organs in a patently offensive manner as measured by contemporary community standards." 47 U.S.C. §532(h). In evaluating whether material is indecent, we will apply a good faith judgment under this standard and may look to such explanations published by the FCC or other authority that may come to our attention.

5.2.1 SALES FORECAST

The service forecast for the year 2000 depends on TV Romania-West telecasting "marketability" or the bulk of our service. The related monthly service table in the appendices shows our projected service for 2000 in monthly detail and future services go into the "Other" regional areas.

ROMANIAN-AMERICAN FAMILIES IN THE FOLLOWING STATES:

EDUCATIONAL INSTITUTIONS:

5.3 MILESTONES

The milestones table and chart show the specific detail about actual program activities that will be taking place during the year. Each one has its manager, starting date, ending date, and budget. During the year we will be keeping track of implementation against plan, with reports on the timely completion of these activities as planned.

  1. Year 2000 - Telecast and cablecast TV programs in the English and Romanian Languages to the approximately 100,000 (one hundred thousand Romanians, and American Romanians living in California) presently plugged-in to no Romanian TV Channels or TV Stations within any of the cable systems in the whole State of California, including, but not limited to the Pacific Coast region of the USA.

  1. Telecast its programs through the following Cable Stations: Channel "36", Los Angeles, California; International Channel; Channel 22KWHYTV - TV service; Channel 18 KSCI-TV - multi-nationals and multi-language service; Century Communications - 65% of Cable Market Penetration of TV Homes; Media One Broadband - Western Region; Other Cable Channels as found advisable by the Board of Directors.

  1. Through the arrangements already made with the LA@36 Learning Channel, TV Romania-West will cablecast its programs throughout Greater Los Angeles via the following TV Cable Stations:

* In certain areas, TCI and Century merged with ADELPHIA, bearing the ADELPHIA NAME.

4. Company strives to find new families of Romanian origin and expand the telecast beyond the area initially proposed in this agreement, re-examining and re-positioning the station cablecasting in a more dense-populated areas like Orange County, San Bernardino, Silicon Valley (Northern California), and to reach the whole Western hemisphere (Pacific Coast): Oregon, State of Washington, Nevada, Arizona and Texas, expanding the telecast to cities populated by hundred of thousands of Romanian immigrants, and Americans of Romanian Origin.

5. Through LA@36 Learning Channel, TV Romania-West is a broadcasting its programs throughout Greater Los Angeles, via the above-stated TV Cable Stations, thus reaching the Educational Institutions (Universities, Colleges, High Schools, Grade Schools, etc.) in most of the 79 incorporated Cities of the Greater Los Angeles, with hundreds of thousand of students, professors, scholars and University staff :

6. Year 2001 - Exclusively telecast and cablecast TV programs in the Romanian Language to the communities with dense Romanian-American population in many States of the Pacific Coast region, namely: States of Washington, Oregon, California, Arizona, Nevada, Texas, Colorado and Georgia, possibly extending the reception audience all way to Florida, as per the mutual understanding expressed in the Agreement of cooperation between TV Romania-West and the TVR-Televiziunea Romana - (Societatea Romana de Televiziune).

7. Year 2002 - Any and All the States in the Pacific Rim and Middle-Belt and Eastern States of the USA & Canada:

TV-ROMANIA-WEST started as a small Television service distributor and advertiser, founded and operated by 3 entrepreneurs, therefore the initial management team depends on the founders themselves, with little back-up. As the business grows, the Board of Directors will take additional consulting help, telecasting masters, designers, researchers, graphic/editorial experts, service and marketing representatives, etc. Management style reflects the participation of the owners, hereinafter referred to as the "initial sponsors". We attempt to develop and nurture the company as community. Although the process of decision-makers requires a strong CEO and Board of Directors, yet TV Romania-West is not very hierarchical.

6.1 PERSONNEL PLAN

We do expect to increase personnel significantly as service increase, especially in the next three years (2001-2003).0

If and when the time for outside sponsors comes, we want compatible sponsors or no sponsors at all.

Compatibility means:

1) a fundamental respect for giving our viewers value;

2) respect for realistic forecasts;

3) cash flow as first priority, growth second, profits third;

4) located in Los Angeles or close to Pacific West Coast; and -

  1. willingness to follow the company carefully and contribute valuable input to strategy and implementation decisions.

7.1 IMPORTANT ASSUMPTIONS

The financial plan depends on important assumptions, most of which are shown in the following table. The key underlying assumptions are:

7.2 BREAK-EVEN ANALYSIS

Weekly units break-even is expressed as following:

For the beginning: One hour show per week on LA@36 - Learning Channel.

Various other shows on other Cable Channels, as per future arrangements, targeting the International Channel, in the second semester of the year 2000.

Although the Agreement No. 276/12 March 2000 between SRTV (Society of Romania TV) and TVRW (TV Romania West) is drawn in the Romanian Language, being an intrinsic part of the whole process of the establishment and activity of the TV Romania-West, in the western hemisphere of the USA, hereinafter it is reproduced ad-literam.

8.1 CONTRACT DE ASOCIERE - Nr 276/12 Martie, 2000

Între: SOCIETATEA ROMANÂ DE TELEVIZIUNE, cu sediul în România, Bucuresti, Calea Dorobantilor 191, sector 1, reprezentata de domnul Cristian Hadji-Culea Presedinte-Director General denumita mai jos SRTV si: TV ROMANIA-WEST, cu sediul în 9301 Wilshire Blvd., Penthouse 1, Beverly Hills, CA 90210, Los Angeles, S.U.A., reprezentata de domnul Alex Dumitru, Presedinte,

Cap. 1 OBIECTUL CONTRACTULUI

SRTV si TV Romania-West se asociaza în activitatea de productie si difuzare a unor programe de televiziune în limba româna destinate comunitatii române din S.U.A., conform grilelor stabilite pentru fiecare canal în parte, specificate în anexa.

Cap. 2 OBLIGATIILE PARTILOR CONTRACTANTE

2.1. Obligatiile SRTV

  1. Pentru programele realizate de SRTV si transmise de TV Romania-West, SRTV acorda lui TV Romania-West drepturile neexclusive de broadcast, home cable si home video.

  1. Va transpune pe cheltuieli proprii programele destinate TV Romania-West în sistemul NTSC pe casete SVHS.

Aceste programe vor cuprinde grupaje informative din actualitatea politica, economica, sociala, culturala româneasca, emisiuni din Arhiva de Aur a SRTV, alte emisiuni culturale, sportive, publicistice, etc., pentru care poseda drepturile de difuzare în strainatate.

Programele vor fi echilibrate si diverse tinând cont si de solicitarile postului, periodicitatea si durata fiind convenite de comun acord cu TV Romania-West, pe baza unei întelegeri scrise, anexa la contract.

2.1.3. Va transmite prin mijloace proprii la TV Romania-West casetele cu programele de televiziune ce fac obiectul prezentului contract.

2.2. Obligatiile TV Romania-West

DISPOZITII FINALE

SEMNATARII CONTRACTULUI

  1. Prezentul contract s-a semnat în 2 exemplare în limba româna, câte unul pentru fiecare parte.

SOCIETATEA ROMANÂ DE TELEVIZIUNE

TV ROMANIA-WEST

Presedinte, Alex Dumitru

Cristian Hadji-Culea, Presedinte-Director General

Director economic, Sabina Petre

Director Dir. România International,

Monica Zvirjinschi

Oficiul Juridic, Stefania Dutu

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