NIGHT SHADE BOOKS 1661 TENNESSEE STREET #3H SAN FRANSICO, CA 94107 April 1, 2013 Dear XXXXXXXXXXX,

As you probably know, Night Shade Books has had adifficult time after the demise of Borders. We have reached a point where ourcurrent liabilities exceed our asset s, and it is clear that, with our currentcontracts, sales,and financial position, we cannot continue to operate as anindependent publisher.If we filed forChapter 7 ba nkruptcy, or liquidation, the rights to your books could beentangled in the court s for years as could past orcurrent unpaid royalties oradvances. However, we have found an alternative, which will result in authorsgetting paid everything they ar e due as well as finding a future home for theirbooks, subject to the terms andcon ditions stated in this letter. Provided that a sufficientnumber of Night Shade authors agree to certain changes to their contracts withNight Shade, Skyhorse Publishing, Inc. and Start Publishin g, LLC have agreed toacquire all Night ShadeBooks assets. To be clear, this is an acquisition ofassets, not a purchase of the company as a whole. The revenue recei ved from thesale would go towards paying off the debts of the company. If you sig nbelow, and asufficient number of other Night Shade authors and other creditorsalso agree to these terms, you will receive full payment to bring all royaltiesand ov erdue advances current. Your payment would be in theamount of xxxxx By signing this letter, you agree that: 1. Under the new owners, the first royalty periods will be March through Jul mmencing on the closing date of the sale of Night Shade) and Augustthrough Decemb er, 2013. In 2014 royalty periodswill revert back toJanuary-June and July-December. Royalties will be calculated based onwhen the monies are actually received by the Publisher, not by the date of saleor invoice. 2. With respect to all of your agreement(s) with Night Shade, you agree, sol extent Night Shade currently holds such rights under your contract withNight Shad e, to assign to Skyhorse Publishing, Inc. allrights, except foreBook rights. You f urther agree to accept from Skyhorse Publishing, Inc. arevised royalty rate of te n percent (10%) of net receipts, regardless offormat or customer, except for eBoo k sales. Net receipts are defined as the money received for the saleof a book to a bookseller and does not include any additional expenses. As anexample, if a book has a $20 cover price, Skyhorse would sell it to thebookseller for $10. The autho rwould receive 10% of that $10, for a total of$1.00. This change shall be reflecte d on all future royalty statements butwill not affect back royalties due. 3. Youagree that, Skyhorse Publishing, Inc. shall have the right to sellau and second serial rights to yourwork to third parties, and any proceeds from such sale will be split betweenyou and SkyhorsePublishing, Inc. on a fifty/fifty (50/5 0) basis. Thisagreement does not supercede audio or second serial rights that hav e beenalready licensed to another company or rights that are in active negotiatio n.Skyhorse Publishingwill consult the author on these sales however suchapproval sh all not be unreasonably denied, delayed or withheld. 4. With respect to all of your agreement(s) with Night Shade, you agree to a art Publishing LLC any eBook rights currently held by Night Shade. Youfurther agr ee to accept from Start Publishing, LLCa royalty rate of twentyfive percent (25%)

of net receipts actually received by Start Publishing,LLC. This change shall be re flected on all future royalty statements butwill not affect back royalties due. 5. You agree that your agreement(s) with Night Shade shall be assigned, for copyright, as follows: (a) with respect to eBook rights (to the extentcurrently held by Night Shade), to Start Publishing,LLC; and (b) with respectto all other ri ghts set forth in the agreement(s) (to the extent currently heldby Night Shade) ( with the exception of Paragraph 3 above), to SkyhorsePublishing Inc. 6. You agree that your agreement(s)with Night Shade concerning reversion out of print works shallcontinue in accordance with your existing contract. In th e event that acontract does not have aclause concerning reversion, you agree to th efollowing language: Electronic and print Works are to be considered separatelyand may revert independently of each other. In addition to royalty statements,every two years, anauthor may request a report of total copies sold. If at anytime after two years following the Publisher's first publication of the Work itgoes out of print, and if the Publisher fails to reprint or to cause a licenseeto reprint aned ition within six (6) months after receipt of a written demandfrom the Author, the Author may revert the rights by written notice, subject tothe Publisher's obliga tion to pay the Author any sums then due or becoming due.Publisher shall notify A uthor within three (3) months of such demand of itsintention to reprint the Work or revert its rights in the Work. The Work willbe deemed out of print if it sells less than 100 copies of a print edition inatwelve-month period, or it sells less than 100 copies of an e-book edition in atwelve-month period. 7. You agree that Skyhorse Publishing, Inc.and/or Start Publishing, LLC r respective rights to any thirdparty without the authors consent on the same term s and conditions as agreedto herein.

8. You agree and understand that your agreements as setforth herein are con n your receipt of the amount set forth above,which amount you agree to accept in full and final satisfaction of any and allclaims to past due royalties and/or adv ances or any other sums owed toyou through and including March 5, 2013. The next royalty payments will bemade on September 1st, 2013 and shall cover money receive d betweenMarch 6thand July 31st, 2013. That payment shall be made as follows: (a)St art Publishing, Inc. shall pay royalties on all money received during theperiod t hat relates to eBooks and (b) Skyhorse Publishing, Inc. shall payroyalties on all money received during the period that relates to physicalbooks or related rights sales.

9. You agree that as of the date ofclosing of the sale and thereafter, a hat you may have with NightShade, Skyhorse Publishing, Inc. and/or Start Publishi ng, LLC shall be governedby and construedin accordance with the laws of the State of New York withoutregard to the conflicts of law rules thereof. You further agre e that anydisputes of whatever kind shall be litigated in the courts of the City, Countyand State ofNew York having appropriate jurisdiction. If the sale goes through, Jeremy Lassen and JasonWilliams will stay on with Skyh e/Start in an acquisition/editor capacity asconsultants but the day to day operat ions, including contracts, royalties,publicity, etc,will be handled by Skyhorse/St art's staff. We need a responsewithin two weeks, by April 16th, 2013, at which ti me we will determinewhether the sale can, indeed, take place.

AGREED:______________________ _____ Author

AGREED:________________________ _______ NightShade Books