Cooljaw animated film, I need advice!

[Celx]

Hello,
First off let me say I love this site, and I hope to post here for some time to come.

Anyway I've been working on a online comic for some time now, and it's almost done.
So I've pitched it to some distributers, and two out of the 100 got back to me with a offer.
Basically they want me to "animate" it so it more closely resembles the watchmen comic book film. (not the live action film) And they also want me to get some voice actors for it, and non-commercial music.

Those things aren't terribly difficult, but I was just wondering if anyone knows any good software to get a swf file
converted into avi, or something...

And I wanted to get feedback on the offers I've received...

The two companies, aren't offering me any cash, they are footing the bill for distribution, and basically giving me a portion of the profit the film brings in.

These are basically the two offers:

1). Distribution costs are covered, 40% of the profit, and the rights to my film return to me after 5 years.
Company has been around for close to 35 years.

2). Distribution costs are covered, $500.00 for post production, and 27% of the profit, and the rights to my film return after 7 years. Been around for 5'ish

Do you think I should take either? Or should I just hold out? They seem a little unfair to me, considering I basically
paid for everything, but I don't know maybe it's because it's my first film or something...

Here is the comic for reference (N.S.F.W.):
http://www.newgrounds.com/portal/view/525205

Any feedback would be greatly appreciated!
Thanks,
- Celx

[Rev. Powell]

The two companies, aren't offering me any cash, they are footing the bill for distribution, and basically giving me a portion of the profit the film brings in.

These are basically the two offers:

1). Distribution costs are covered, 40% of the profit, and the rights to my film return to me after 5 years.
Company has been around for close to 35 years.

2). Distribution costs are covered, $500.00 for post production, and 27% of the profit, and the rights to my film return after 7 years. Been around for 5'ish

Do you think I should take either? Or should I just hold out? They seem a little unfair to me, considering I basically
paid for everything, but I don't know maybe it's because it's my first film or something...

Honestly, I would get an agent or a lawyer to negotiate this for me.  Those deals aren't terrible, but I suspect you could get 50% profits and maybe some better incidentals if your work really has commercial potential.  You should assme that if they are offering an unrepresented person that amount, they would offer an agent better terms.