Negative Pickup Agreement

THIS AGREEMENT is made and entered into as of the (specify date)

by and between (name of distribution company) (''Distributor''), on the
one hand, and (name of production company) (''Production
Company''), on the other hand, relating to the production and
distribution of a new and original feature-length sound and
talking motion picture photoplay of first class quality in the
English language currently entitled (name of picture) (the ''Picture'').
COMMENT

In consideration of the mutual covenants and agreements herein

contained and for other good and valuable consideration, the
parties hereto do hereby agree as follows:

1. THE PICTURE: Production Company desires to produce the

Picture on the terms and conditions hereof, and Distributor
desires to purchase all rights in and to the completed Picture set
forth herein, subject to the terms and conditions hereof. During
the period commencing on the date of this Agreement and
continuing until the delivery of the Picture hereunder to
Distributor, Production Company shall do, or cause to be done,
all things of every kind necessary to develop, create, photograph,
edit and otherwise complete and deliver the Picture to Distributor
in accordance with the terms and conditions of this Agreement,
including, but not limited to, the terms of Clause 2 below
requiring the submission to Distributor, for Distributor's approval,
of all of the items set forth therein (including, but not limited to,
the chain of title documents described in Clause 2(a)(iv) below),
and the terms of Clause 2(a) below of setting forth the
specifications for delivery of the Picture.

It is presently contemplated that pre-production of the Picture

will commence not later than (specify date), and that principal
photography of the Picture will commence not later than (specify
date). COMMENT

2. PRODUCTION REQUIREMENTS: COMMENT

(a) Distributor Approvals: Distributor shall have an absolute right

of approval of the following elements of, or relating to, the
Picture:

(i) The final budget and the individual items contained therein.
Distributor has heretofore approved a budget of (specify, e.g., One
Million Dollars ($ 1,000,000))(the ''Budget''), inclusive of a cash
producer's fee in the sum of (specify, e.g., Seventy-Five Thousand Dollars
($ 75,000)) (the ''Individual Producer Fee'') on account of the
individual producing services of (name of individual producer).

(ii) The final production schedule (the ''Production Schedule'').

(iii) The literary and dramatic materials acquired or prepared for

use in the Picture, including, without limitation, the screenplay
(the ''Screenplay'') for the Picture, and the terms on which they
were acquired or prepared.

(iv) The chain of title documents pursuant to which Production

Company acquired the rights necessary to produce, distribute,
and otherwise exploit the Picture (including, without limitation,
the current title thereof) and to grant such rights to Distributor in
accordance with the terms hereof (including, without limitation,
any and all settlement agreements, releases and waivers
obtained by Production Company from any third parties with
respect to the Screenplay), and the policy of errors and
omissions with respect to the Picture which Production Company
is obligated to obtain pursuant to and in accordance with the
provisions of Clause 4 below, it being agreed that the foregoing
obligations are of the essence of this Agreement.

(v) Any screenwriters who have rendered or who may render

services.

(vi) The director.

(vii) The producer and executive producer. Distributor

acknowledges that it has heretofore approved (name of individual
producer) as the individual producer.

(viii) The composer, lyricist and conductor.

(ix) The principal cast.

(x) The cinematographer, art director production designer, film

editor, unit production manager, associate producer, unit
publicist, still photographer, production auditor, construction
coordinator and head of transportation.

(xi) Any and all contracts and agreements relating to any and all
parties whose services and/or facilities shall be engaged for or
utilized in the production of the Picture, including, without
limitation, the contracts for the employment of the personnel set
forth in Clauses 2(a)(v), (vi), (vii), (viii), (ix) and (x).

(xii) The screen and advertising credits, if any, to be accorded to

any person, firm or corporation, irrespective of size or position.

(xiii) All studios and location sites.

(xiv) Any special photographic, audio and technical processes to

be used.

(xv) Any deferments and contingent percentage participations

(whether in ''gross receipts'' or ''net profits'' or otherwise)
granted or assigned to any third party, all of which shall be the
sole obligation of Production Company, and not of Distributor, it
being understood and agreed that nothing contained herein shall
be deemed to create any obligation or liability on the part of
Distributor to pay any such deferments or participations.

(xvi) All music synchronization licenses and any other

agreements or instruments under which any music has been or
may be acquired for the Picture.

(xvii) Releases from all third parties, if any, who may provide any
sums in connection with production of the Picture, indicating that
such third parties shall have no right, title or interest in or to the
Picture. Production Company shall deliver such releases to
Distributor on or before the delivery of the Picture, it being
agreed that the foregoing obligation is of the essence of this
Agreement.
(xviii) All post-production facilities for the Picture, including the
laboratory and location for Production Company's final mix.

(xix) The entity designated as the corporate producer of the

Picture.

(xx) Any and all contracts and agreements relating to the

financing of the Picture, including, without limitation, any and all
bank loan agreements and related documents and all terms
thereof.

Distributor's approvals shall be in writing. There shall be no

change or deviation from or substitution for any approved
element without Distributor's prior written consent. Distributor
shall not have the obligation to accept delivery of the Picture,
and consequently shall be relieved of any payment obligations to
Production Company hereunder, if Distributor fails to approve of
each and every element set forth in subclauses (i) through (xx)
above.

Whenever either party has a right of approval under this

Agreement such right shall be exercised in accordance with the
provisions of Clause 9(h) below. COMMENT

(b) Specifications: Production Company represents, warrants and

agrees that, in addition to complying with Clause 2(a) above and
the other requirements hereof, the Picture:

(i) Unless otherwise specified by Distributor, shall be

photographed (1) in color, using 35mm raw stock negative film
designated by Distributor, (2) in a standard 1.85/1 aspect ratio,
(3) using a standard academy aperture with the 1.33/1 aspect
ratio on academy aperture center line, inside of which aperture
the Picture composed for a 1.85/1 composition aspect ratio,
having the same vertical center line, and (4) with lettering on
main and end titles not in excess of 71.3% of the width of said
1.85/1 composition with the same vertical center line, so that the
lettering shall appear on the television screen in any television
exhibition of the Picture; and was or will be recorded,
synchronized, dubbed and redubbed utilizing such recording
system as Distributor may designate or approve;

(ii) Shall have a running time (including main and end titles) of
not less than ninety (90) minutes and not more than one hundred
twenty (120) minutes;

(iii) Shall be an entirely new and original sound film telling a

continuous story with all necessary dialogue (which dialogue shall
be originally recorded in the English language, except to the
extent otherwise required by the approved screenplay), music,
lyrics and sound effects, fully edited, titled, and assembled with
the sound track fully synchronized with the photographic action
thereof, not containing, without Distributor's consent in each
instance, any stock or reused film or sound recordings; of first
class technical quality, with a picture negative and soundtrack
from which first-class positive release prints suitable for
exhibition in first-class theaters can be made;

(iv) Shall have an aggregate certifiable cash negative cost of

(specify, e.g., One Million Dollars ($1,000,000)), it being acknowledged
and agreed that prior to payment of the Purchase Price described
in Clause 6(a) below, Production Company shall furnish
Distributor with the final budget of the Picture, together with the
full negative cost statement for the Picture, certified as to its
accuracy by the (e.g., President and Chief Financial Officer) of
Production Company;

(v) Shall not depict, show or contain photography of any product,

commodity or service in such manner as to constitute express or
implied advertising or the endorsement thereof or the
representation of the use thereof unless approved by Distributor,
nor unduly emphasize same, nor show or contain photography of
any motor vehicle(s) not designated or consented to by
Distributor; nor constitute any violation of any law or
administrative regulation or rule nor constitute an invasion,
violation or infringement of any right or interest of any third
party;

(vi) Shall conform to the standards and requirements of the

Production Code of the Motion Picture Association of America (or
any successor thereof) and qualify for a rating not more
restrictive than (e.g., ''R'') (or the equivalent thereof) by the Code
and Rating Administration of such Association or any successor
thereto;

(vii) Shall not, either in whole or in part constitute, or contain

any material which constitutes, a violation of any law or
administrative regulation or rule, or an invasion, violation or
infringement of any right or interest of any third party; and

(viii) Shall be produced in accordance with all applicable laws,

statutes, ordinances, rules, regulations and requirements of all
governmental agencies and regulatory bodies, both domestic and
foreign, having jurisdiction with respect to the production of the
Picture; and, to the extent required pursuant to any applicable
law by reason of Production Company or any other entity's
activities, Production Company and/or such other entity or
entities, as the case may be, shall have become signatory to all
applicable collective bargaining agreements and Production
Company's activities and those of such other entity or entities in
connection with the Picture have not, are not and will not be in
violation of such collective bargaining agreements, to the extent
same are applicable thereto. COMMENT

(c) Added Scenes, Retakes and Cover Shots: If Distributor shall

request that retakes be made of any scenes or sequences of the
Picture or that added scenes be made, Production Company shall
make such added scenes or retakes promptly following such
request; if practicable, during principal photography of the
Picture and, otherwise, as soon thereafter as possible.

Production Company acknowledges that it is aware that free

and/or pay television networks and/or stations and/or systems in
the United States, Canada and/or elsewhere may now or in the
future maintain standards to assure that programming
transmitted over their facilities be acceptable for viewing by
''family'' or other audiences. Accordingly, Production Company
shall, at Production Company's expense, produce, shoot and
record and will deliver to Distributor, a ''soft version'' of the
Picture which will include so-called ''cover shots'' or alternative
scenes, sound or dialogue (collectively ''cover shots'') which can
be used in lieu of any unacceptable scenes, sound or dialogue for
such television broadcasting and for foreign exhibition as
described in Clause 2(i) below. Delivery of the Picture shall not
be deemed complete unless and until all of the foregoing are
delivered to Distributor. The cost of producing and delivering
such cover shots shall be included by Production Company in the
Budget of the Picture. COMMENT

(d) Progress Report: Production Representative: Production

Company shall prepare and deliver daily to Distributor's
Production Department copies of all daily call sheets and detailed
production reports in a form approved by Distributor, which
reports shall reflect the progress of the production of the Picture.
Production Company shall promptly notify Distributor of any
occurrence which delays or interferes with, or might delay or
interfere with, the production of the Picture. Distributor may
designate one or more production representatives whom
Production Company will keep advised as to all phases of the
production of the Picture and to whom Production Company shall
make available all books, records and other information and data
relating to the Picture and the production thereof, the cost of
which representative shall be included in the Budget of the
[Link]

(e) Photography, Rushes, Previews: Distributor's representatives

may observe the photography of the Picture, may view all daily
rushes of the Picture at reasonable times, may examine all
negative and positive prints of the Picture and may run or
reproduce the most recent rough cuts, sequences and other
prints and sound tracks at such time as they may desire. In no
event shall any dailies, rushes, rough cuts, cut sequences or any
other negative or positive film or sound tracks of the Picture be
screened or exhibited by Production Company except with the
prior written consent of Distributor. If the Picture is produced at a
place other than in the vicinity of (e.g., Los Angeles, California),
Distributor may require daily rushes and other film to be shipped
to (e.g., Los Angeles, California), or such other place as Distributor
may direct. Upon and at any time after delivery of the Picture to
Distributor, Distributor shall have the sole right (but not the
obligation) at such times and places and for such purposes as it
may desire, to preview and otherwise exhibit the Picture prior to
its release to the general [Link]

(f) Production Advertising and Publicity: Distributor's shall at all

times after the date hereof have the sole and exclusive right to
advertise and publicize the production and delivery of the Picture
and all elements thereof, and Distributor's rights with respect
thereto shall be exclusive throughout the Territory, as that term
is hereinafter defined. Production Company shall not issue or
authorize the issuance of any advertising or publicity relating to
the Picture without Distributor's prior written consent. Distributor
may assign to the Picture such publicity persons and
photographers as it may deem advisable. COMMENT

(g) Trailers: All trailers of the Picture shall be prepared or caused

to be prepared by Distributor and not by Production Company.
COMMENT

(h) Cutting and Editing: Company shall have the right to cut and
edit the Picture, but only (1) prior to delivery of the Picture to
Distributor, (2) in consultation with Distributor, and (3) on a
positive print of the Picture unless and until Production Company
shall have notified and consulted with Distributor concerning final
negative cutting. Distributor's cutting and editing rights are
delineated in Clause 8(b)(ii)(C) below and are subject to any
other provisions of this Agreement relating thereto. COMMENT

(i) Delivery of Picture: The completed Picture, free of all liens,

claims and encumbrances, fully cut, edited, scored and ready for
release in all respects, and complying with all of the terms and
conditions hereof, shall be delivered to Distributor at an address
to be specified, at Production Company's sole cost and expense,
on or before (specify date), time being of the essence; provided,
however, that on or before (specify date) or such earlier date as
Distributor may reasonably require, Production Company shall
deliver to Distributor a work print of the Picture which will be
suitable for exhibition in the anti-blind bidding states. If release
and marketing requirements are such that earlier delivery of the
completed answer print is necessary or desirable, as Distributor
shall determine in its sole discretion, Production Company will
consider, in good faith, Distributor's request for such earlier
delivery, but Production Company's failure to make such earlier
delivery shall not be a breach of this Agreement. Delivery shall
not be deemed complete until Production Company has delivered
all items enumerated in the Delivery Schedule attached hereto as
Exhibit ''A'' or required by any provision of this Agreement to be
delivered to Distributor (including, but not limited to, a certified
statement of the final negative cost of the Picture as described in
Clause 2(b)(iv) above), which items shall be of a quality suitable
for commercial exploitation.

Notwithstanding anything to the contrary contained herein or in

Exhibit ''A'' attached hereto, the soft version of the Picture
described in Clause 2(c) above will also be suitable for the
purpose of preparing additional theatrical versions of the Picture
to be edited for exhibition in certain foreign territories. The
delivery obligation of Production Company hereunder with
respect to such soft version shall include the delivery (at
Production Company's expense) of duplicate negatives and music
and effects tracks necessary for the preparation of release prints
of the soft [Link]

3. CONTRACTS:

(a) Production Contracts: As part of Production Company's

delivery obligations hereunder, Production Company shall obtain,
and deliver to Distributor, all contracts, assignments and licenses
necessary in connection with the production of the Picture and
the full enjoyment by Distributor of its rights hereunder. Without
limiting the generality of the foregoing, in the event that any
music or lyrics synchronized with or recorded for the Picture are
not in the public domain, Production Company shall obtain from
the copyright proprietor thereof (and with respect to music or
lyrics synchronized with or recorded for the Picture which are
composed by an employee-for-hire of Production Company or are
otherwise owned by Production Company, Production Company
shall grant to Distributor) royalty-free synchronization and
performing rights licenses pursuant to which Distributor shall
have, among other things, the right throughout the Territory to
perform publicly said music and lyrics for profit or non-profit and
to authorize others so to perform same, and otherwise to use
said music and lyrics, in connection with the Picture and excerpts
therefrom and trailers thereof, as the same may be exploited
theatrically, non-theatrically, on television (free, pay, cable and
otherwise) and by any and all other means (including, without
limitation, by means of video cassettes, video discs or other
similar devices) and in any and all media, now known or
hereafter devised, at no additional cost or expense to Distributor.
COMMENT

(b) Credits:

(i) As soon as shall be practicable, but in no event later than thirty

(30) days after completion of principal photography of the Picture,
Production Company shall deliver to Distributor a complete
written statement showing the exact form and manner of the
main and end titles of the Picture, together with a complete
written statement showing the full text of all screen and
advertising credit obligations. Thereafter, the parties will consult
with each other with respect to the credits and attempt to agree
upon the final form of such credits, having due regard for
Production Company's approved contractual obligations and
contractual obligations under collective bargaining agreements or
otherwise. If the parties are unable to agree as to such matters,
the decision of Distributor with respect thereto shall be final and
conclusive, provided that Distributor shall comply with any
contractual credit obligations which it has theretofore approved.
Production Company shall not prepare the final title cards of the
Picture until such credits have been determined as aforesaid.
COMMENT

(ii) Distributor will comply with the credits determined in

accordance with the foregoing to the extent that it can do so
without violating any applicable agreement with any guild or
union or other party. In no event, however, shall Distributor be
liable or responsible for any acts or omissions with respect to
credits by any third party exhibitor, distributor or subdistributor,
newspaper, magazine, record company or other person, firm or
corporation. COMMENT

(iii) Production Company shall include in the main and/or end

titles of the Picture, in a size, place, form and style designated by
Distributor, presentation and distribution credits together with
such copyright notices, seals, emblems, disclaimers, and credits
to any party or parties participating in the production and or the
ownership of the Picture and the copyright thereof, as may be
designated by Distributor. COMMENT

(iv) Notwithstanding any provision of this Agreement, Distributor

shall not be obligated to give Production Company or any third
party credit in group, list or so-called teaser advertising; in
special advertising; in advertising relating primarily to the source
material upon which the Picture is based, or to the author, any
member of the cast, the individual, executive or associate
producer, the director or any other personnel involved with the
production of the Picture; in so-called ''award'' or
''congratulatory'' advertisements, including advertisements or
announcements relating to consideration or nomination for an
award; in advertising on radio or television; in institutional or
other advertising not relating primarily to the Picture; in
advertising in narrative form; in advertising eight (8) column
inches in size or less; in theater display advertising, in
advertising relating to the exploitation of subsidiary or ancillary
rights in the Picture or in advertising in which no credit is
accorded other than credit to Distributor and/or any other
company financing or distributing the Picture. COMMENT

(v) All references to the title of the Picture in any provision of this
Agreement, or in any agreement between Production Company
and a third party, relating to credit shall be deemed to refer to
the so-called ''regular title'' of the Picture and not to any
''artwork'' title (as said terms are customarily used and
understood in the motion picture industry) used in connection
with the Picture. COMMENT

(vi) No casual or inadvertent failure of Distributor to comply with

any provision hereof relating to the credit to be accorded to
Production Company or to any third party transferring rights or
rendering services in connection with the Picture shall constitute
a breach of this Agreement by Distributor. Production Company
represents, warrants and agrees that (notwithstanding anything
to the contrary contained in agreements with third parties
delivered to Distributor) the rights and remedies of Production
Company or any such third party in the event of any breach
relating to credit by Distributor, shall be limited to the right to
recover damages, if any, in an action at law and in no event shall
Production Company or any such party by reason of any such
breach have the right to terminate this Agreement or to enjoin or
restrain the exhibition or other exploitation of the Picture, or the
use, publication or dissemination of any advertising issued in
connection with the Picture. COMMENT

(vii) Unless Distributor shall otherwise consent in writing, each

contract entered into by Company in which provision is made for
the giving of credit to any party shall limit the obligation to give
such credit in the manner and to the extent as hereinabove set
forth in this Clause. Without limiting the generality of the
preceding sentence, each such contract shall (1) contain a clause
pursuant to the terms of which the obligation to give such credit
shall not apply to the advertising and publicity described in
Clause 3(b)(iv) above, (2) contain an exculpatory clause limiting
the rights and remedies of such party in the event of any breach
of such credit provision as set forth in Clause 3(b)(vi) above, and
(3) provide that all references therein to the title of the Picture
shall be deemed to refer to the so-called ''regular'' title thereof
and not to any ''artwork'' title used in connection therewith, as
set forth in Clause 3(b)(v) above. COMMENT

(viii) Production Company agrees that the main titles of the

Picture, as delivered to Distributor, shall include a copyright
notice in conformity with the laws of the United States and the
Universal Copyright Convention relating to the form and content
of copyright notices, designating Distributor as copyright
proprietor. The Picture shall also contain the following legend,
such legend to appear on the Picture in accordance with
Distributor's customary practice (i.e., located at the end titles at
or near the cast of characters):

"THIS MOTION PICTURE IS PROTECTED UNDER LAWS OF THE

UNITED STATES AND OTHER COUNTRIES. UNAUTHORIZED
DUPLICATION, DISTRIBUTION OR EXHIBITION MAY RESULT IN
CIVIL LIABILITY AND CRIMINAL PROSECUTION." COMMENT
4. INSURANCE:

(a) Coverage: As a condition to Distributor making the payments

set forth in this Agreement, Production Company agrees to
obtain and maintain the following insurance policies as
customarily maintained by Producers of feature-length theatrical
motion pictures in the United States:

(1) cast insurance;

(2) negative film insurance;

(3) extra expense insurance;

(4) producer's errors and omissions;

(5) comprehensive and general and automobile liability;

(6) third party property damage;

(7) miscellaneous equipment floater;

(8) props, sets and wardrobe all risk floaters; and

(9) workers' compensation or equivalent employer's liability.

All such insurance shall be placed with (specify company, e.g.,

Fireman's Fund Insurance Production Company).

The policy of producer's errors and omissions insurance referred

to in (4) above shall (a) be delivered to Distributor prior to the
commencement of principal photography, (b) have limits of
liability not less than (specify, e.g., $1,000,000/$3,000,000) (with no
exclusions whatsoever and with such deductible amounts as are
customary and approved in writing by Distributor), (c) pursuant
to its terms provide primary errors and omissions coverage and
not contributory coverage, notwithstanding any other errors and
omissions insurance which Production Company and/or
Distributor may obtain or maintain, (d) be maintained in full force
and effect by Production Company in the Territory, at Production
Company's sole cost and expense, for a period of not less than
(specify, e.g., three (3)) years following the date upon which the
Picture is delivered to Distributor hereunder, it being understood
that in the event of cancellation or non-renewal of said policy of
producer's errors and omissions insurance, Production Company
shall obtain and maintain a substitute policy therefor (and
promptly deliver to Distributor evidence of the maintenance of
such substitute policy), the terms of which substitute policy shall
be in accordance with the provisions of this Clause 4, and (e) be
satisfactory to Distributor in all other respects. Without limiting
the foregoing provisions of this Clause 4, (a) the comprehensive
general and automobile liability insurance referred to in (5)
above and the third party property damage insurance referred to
in (6) above shall each have limits of liability of not less than
(e.g., One Million Dollars ($1,000,000)) and (b) subject to the foregoing
provisions of this Clause 4, all of the aforesaid insurance shall
have limits of liability, be subject to such deductions and
exclusions, and be maintained during such period, as may be
approved by Distributor. Production Company shall cause
Distributor to be added as a named insured, as its interests may
appear, under the insurance policies referred to in (1) through
(8) above, inclusive, and shall, before delivery of the Picture or at
such earlier time as Distributor shall specify, provide Distributor
with written evidence satisfactory to Distributor of the
maintenance of such insurance policies and of the provisions
thereof (including evidence that Distributor has been named as
an additional insured, as aforesaid). Production Company shall
indemnify Distributor from and against all claims, actions,
damages and liability and expense (including reasonable
attorneys' fees [whether or not in connection with litigation] and
court costs) which may be asserted by or on behalf of any
employee of Production Company by reason of injury or death
arising out of or in the course of his employment; or by or on
behalf of any party by reason of accident, injury, death or
property damage resulting from any negligence or fault on the
part of Production Company or its employees. COMMENT

(b) Claims and Recoveries: If any claim shall be made against

Production Company and/or Distributor in respect of the errors
and omissions insurance on the Picture or any rights relating
thereto, Production Company shall forthwith advise Distributor in
writing in respect thereof and cooperate with Distributor and the
insurance carriers in respect of such claim, and abide by
Distributor's instructions in the premises. Production Company
shall indemnify and hold harmless Distributor and its officers,
directors and employees from and against any and all claims,
actions, damages, liability and expenses (including reasonable
attorneys' fees [whether or not in connection with litigation] and
court costs) arising out of or relating to any such claims.
Production Company shall not, without the consent of Distributor,
do or fail to do any act or thing which could adversely affect the
rights of Distributor. Any recovery under said errors and
omissions policy shall be paid to Distributor and Production
Company as their interests appear therein. COMMENT

5. DEFAULT:

(a) Events of Default: The following shall each constitute an

''Event of Default'':

(i) Any failure, refusal or neglect of Production Company to

perform any of its material obligations under this Agreement or
under any other agreement relating to the Picture, including, but
not limited to, Production Company's obligation to complete the
Picture in accordance with the terms hereof;

(ii) Any breach or default by Production Company of any

representation, warranty or other material term or provision of
this Agreement (including, without limitation, the provisions of
Clauses 2(a) and (b) above);

(iii) The adjudication of Production Company as a bankrupt, or

the filing of a petition by Production Company for (or consent by
Production Company to) any relief under any bankruptcy or other
debtor's relief act, or the appointment of a receiver, liquidator,
trustee or custodian for all or a substantial part of Production
Company's assets (whether or not at the petition of Production
Company); or

(iv) The failure of Production Company to fully deliver the Picture

to Distributor, as herein provided, on or before the delivery date
as specified in Clause 2(i) above. COMMENT

(b) Distributor's Right to Terminate: If at any time an Event of

Default shall occur, Distributor shall have the right, at any time
thereafter, in addition to all of its other rights and remedies
hereunder, to terminate this Agreement by notice in writing to
such effect to Production Company. COMMENT

(c) Effect of Termination: If Distributor terminates this

Agreement pursuant to any right of Distributor so to do,
Distributor shall be released and discharged from all further
obligations under this Agreement and Production Company shall
immediately repay Distributor all amounts expended or incurred
by Distributor and indemnify and hold Distributor harmless from
and against any and all claims, actions, damages, liability and
expense (including reasonable attorneys' fees [whether or not in
connection with litigation] and court costs) arising out of or
relating to any failure by company to comply with any obligations
set forth herein. The foregoing shall not be deemed to limit any
of Distributor's rights or remedies hereunder. COMMENT

(d) Cumulative Rights and Remedies: All rights and remedies

granted to Distributor hereunder are cumulative and the exercise
of one shall not limit or affect Distributor's right concurrently or
subsequently to exercise any other right or remedy, and shall be
in addition to such other rights or remedies as Distributor may
have at law, in equity, under this Agreement or otherwise. COMMENT

(e) Default by Distributor: If, and only if Distributor shall commit

a material breach of this Agreement and shall fail to remedy said
material breach within a period of thirty (30) days after receipt by
Distributor of written notice from Production Company specifying
wherein Distributor breached this Agreement; or, if, after
delivery of the Picture to Distributor, Distributor shall improperly
fail to make any payments provided for herein at the time and in
the manner herein required and such failure shall continue for a
period of thirty (30) days after receipt by Distributor of written
notice from Production Company specifying such failure to make
payments then, and in either of such events, Production
Company shall have the right to proceed against Distributor for
the monies due Production Company or, in respect of any other
breach, for damages. The rights and remedies of Production
Company or any party transferring rights or rendering services in
connection with the Picture, in the event of any breach of any
provision of this Agreement by Distributor, including, without
limitation, any provision hereof relating to credit, shall be limited
to the right to recover damages, if any, in an action at law, and
in no event shall Production Company or any such party be
entitled by reason of any such breach to terminate or rescind this
Agreement or to enjoin or restrain or otherwise interfere with the
production, distribution or exhibition of the Picture, or the use,
publication or dissemination of any advertising issued in
connection with the Picture. COMMENT

6. CONSIDERATION:

(a) Purchase Price; Net Profits: Subject to the terms and

conditions hereof, as full and complete consideration for all rights
granted to Distributor hereunder and for all of Production
Company's representations and warranties contained herein,
Distributor agrees to pay Production Company and Production
Company agrees to accept the following:

(i) Upon complete delivery of the Picture to Distributor hereunder

in accordance with the specifications described in Clause 2(b)
above and in compliance with Distributor's rights of approval set
forth in Clause 2(a) above, including, but not limited to,
Distributor's right to approve the chain of title documents and
errors and omissions insurance described in Clause 2(a)(iv)
above, an amount (''Negative Cost Payment''), not to exceed
(specify, e.g., One Million Dollars ($1,000,000)), equal to the certifiable
cash negative cost of the Picture as evidenced by the statement
described in Clause 2(b)(iv) above, plus an amount equal to the
interest actually paid by Production Company on the certifiable
cash negative cost of the Picture (but only to the extent that
such certifiable cash negative cost does not exceed (specify, e.g.,
One Million Dollars ($ l,000,000)).

(ii) If Production Company shall deliver the Picture to Distributor

in accordance with the provisions of subclause (i) above, and if
the Negative Cost Payment shall be less than (specify, e.g., One
Million Dollars ($1,000,000)), then on complete delivery of the Picture
to Distributor, an amount (''Bonus'') equal to the difference
between the Negative Cost Payment and (specify, e.g., One Million
Dollars ($1,000,000)); provided, however, that the sum payable
under this subclause (ii) shall not exceed (specify, e.g., Twenty-Five
Thousand Dollars ($25,000)).

(iii) The Negative Cost Payment and the Bonus, if any, payable
by Distributor to Production Company pursuant to subclauses (i)
and (ii) above shall hereinafter, and in Exhibit ''B'' attached
hereto, be referred to as the ''Purchase Price.'' Notwithstanding
anything to the contrary in this Agreement, the Purchase Price
shall be subject to reduction as provided in Clause 6(b) below.

(iv) If Production Company shall deliver the Picture to Distributor

in accordance with the Provisions of subclause (i) above, an
amount equal to (specify, e.g., fifty percent (50%)) of the ''net profits''
of the Picture, it being understood and agreed that any and all
participations of every kind in the revenues derived from the
Picture, however denominated (including, without limitation, all
participations in the gross receipts and/or not profits of the
Picture), and any and all deferments of any kind, payable to third
parties in connection with the Picture, shall be borne solely by
Production Company, on a dollar for dollar basis, out of its share
of the net profits. For Purposes of this Agreement, ''net profits''
shall be defined, computed, accounted for and paid in accordance
with Exhibit ''B'' attached hereto. COMMENT

(b) Reduction for Banned Territories: The Purchase Price is

subject to reduction in the event of banning of the Picture in any
distribution territory (''banned territory'') outside the United
States by any governmental or other censorship authority by
reason of the content of the Picture, in accordance with the
following:

(i) With respect to each banned territory, by the sum equal to

the ''applicable amount'' determined with respect to such
territory.
(ii) The ''applicable amount'' with respect to a banned territory
shall be the proportionate part of (specify, e.g., Five Hundred Thousand
Dollars ($500,000)) which bears the same ratio to (specify, e.g., Five
Hundred Thousand Dollars ($500,000)) as the proportionate part of the
''total receipts from the banned territory'' bears to the ''total
foreign receipts,'' as those terms are defined below.

(iii) The ''total foreign receipts'' shall mean all theatrical receipts
derived outside of the United States in the year in which the
Picture is first generally released in the United States from the
distribution of American theatrical motion Pictures, as reported
by the MPAA for such year.

(iv) The ''total receipts from the banned territory'' shall mean
such foreign receipts in that year with respect only to the banned
territory.

(v) Production Company shall refund to Distributor the aggregate

amount of such reductions by offsets against the first monies
which would otherwise be payable to the Production Company
pursuant to Exhibit ''B'' attached hereto; provided, however, that
to the extent such amount is not fully offset within the period of
(specify, e.g., one (1) year) after the first general theatrical release of
the Picture in the United States, Production Company shall
thereupon immediately pay the balance thereof to Distributor.

(vi) Distributor shall have the right, with respect to each banned
territory, to elect whether to retain distribution rights with
respect to such territory or to relinquish such rights to Production
Company and require the making of the refund hereinabove
described. If Distributor shall elect to retain such rights with
respect to such banned territory, it shall have the right to exploit
such rights on all the terms and conditions of this Agreement. If
Distributor shall elect to relinquish such rights with respect to
such banned territory, Distributor shall be entitled to receive the
refund set forth in subclause (v) above.

If Distributor shall elect to relinquish its rights with respect to

such banned territory pursuant to the preceding subclause, and
if, at any time after the election by Distributor to relinquish such
rights, the Picture shall be approved for exhibition in such
banned territory, Distributor shall have the right to elect whether
to reacquire its rights with respect to such territory. If Distributor
shall elect to reacquire such rights, it shall pay company an
amount equal to any sums theretofore refunded by Production
Company to Distributor with respect to such territory, and shall
thereafter have the right to exploit such rights on all the terms
and conditions of this Agreement. If Distributor shall elect, for
any reason, not to reacquire such rights, and shall so notify
Production Company in writing, Production Company shall have
the right to exploit such rights in such territory and any monies
derived by Production Company from the exploitation of the
Picture in such territory shall be paid to Distributor, and such
sums shall be included by Distributor in the gross receipts of the
Picture; provided, however, that no distribution fee shall be
deducted by Distributor therefrom. Notwithstanding anything to
the contrary in the immediately preceding sentence, Production
Company shall have the right to deduct from the monies so
derived by it, before Paying such monies to Distributor
hereunder, an amount equal to any refund made by it pursuant
hereto with respect to the territory from which such monies were
derived and an amount equal to any out-of-pocket expenses
incurred by it in connection with the distribution of the Picture in
such [Link]

(c) Investment Tax Credit: As between Distributor and

Production Company, Distributor shall be entitled to one hundred
percent (100%) of the Investment Tax Credit, to the full extent
such credit may be available to Distributor, with respect to the
Picture. Production agrees to furnish to Distributor at any time,
at Distributor's request, any statement and or documentation
requested by Distributor to substantiate Distributor's entitlement
to the Investment Tax Credit with respect to the Picture.
Production Company shall retain all production records including,
without limitation, vouchers, checks and payroll records and shall
deliver all such production records or copies thereof to Distributor
concurrently with the delivery of the Picture. If Production
Company shall fail or refuse to execute or procure the execution
of such statements and or documentation with respect to the
Investment Tax Credit for the Picture, including executing and
delivering the letter to the District Director of the Internal
Revenue Service attached hereto, Distributor shall have the right
to execute such statements and or documentation in Production
Company's name, and Distributor is hereby irrevocably appointed
Production Company's attorney-in-fact for that purpose, the
same being a power coupled with an interest with unlimited
rights of substitution and/or delegation. COMMENT

7. WARRANTIES AND INDEMNITIES:

(a) Production Company's Warranties: Production Company

warrants and represents that:

(i) Production Company has the right to enter into this

Agreement and to grant and assign to Distributor all of the
rights, licenses and privileges granted and assigned to Distributor
hereunder.

(ii) Distributor shall have all rights in and to all literary, dramatic,
musical or other material or services utilized in the production of
the Picture and the results and proceeds of all thereof required
for Distributor's full and unfettered exercise and enjoyment of all
rights of Distributor hereunder.

(iii) Production Company shall register the title of the Picture with
the Motion Picture Association of America in the name of
Distributor and said registration shall be in first priority position
and protected against use by any other MPAA Title Registration
Bureau Registrant. Production Company further warrants that the
title of the Picture may be used by Distributor in connection with
the distribution and other exploitation of the Picture without
violating or infringing any rights of any third parties.

(iv) There are, and will be, no claims, liens, encumbrances,

limitations, restrictions or rights of any nature in or to the Picture
or any part thereof which can or will impair or interfere with the
rights of Distributor hereunder (including, without limitation, any
liens or security interests in favor of any bank or other third
party which may have provided production financing for the
Picture); and the Picture and each and every part thereof,
including the sound and music synchronized therewith, and the
exercise by Distributor of any and all rights of Distributor
hereunder with respect thereto, will not violate or infringe upon
the trademark, trade name, copyright, patent, literary, dramatic,
music, artistic, personal, civil or property rights, right of privacy,
or any other right or interest of any party, or constitute a libel or
slander or defamation or invasion of privacy or unfair competition
of or with respect to any party.

(v) All obligations of Production Company with respect to the

Picture, and the production, distribution, and exploitation thereof,
including without limitation, all salaries, royalties, residuals,
license fees, service charges, laboratory charges and the like,
shall have been or shall be fully paid or discharged by Production
Company in a timely fashion and any and all such obligations
payable prior to the delivery of the Picture shall have theretofore
been paid or discharged, but in no event later than delivery of
the Picture. In this regard, Production Company shall have paid
all employer payroll deductions required to have been made to
any and all union or guild pension, health or welfare plans and
shall have prepared and submitted all reports and other
information required in connection with the Picture.

(vi) Production Company is a duly organized and existing

corporation and is currently in good standing under the laws of
the state or country of its incorporation and the execution and
delivery of this Agreement does not, and will not, violate any
provisions of its Articles or Certificate of Incorporation, its By-
laws, or any contract or other agreement to which it is a party.

(vii) The Screenplay for the Picture was written by (name of writer)
as an employee for hire of Production Company in accordance
with the provisions contained in the form of Certificate of
Authorship attached hereto as Exhibit ''C."

(viii) Production Company shall obtain the synchronization and

performing rights licenses described in Clause 3(a) above for all
of the music to be contained in the Picture, at no cost, at any
time, to [Link]

(b) Indemnity by Company: Production Company shall indemnify

and hold harmless Distributor and its officers, directors and
employees from and against any and all liability, damages, costs
and expenses (including reasonable attorneys' fees (whether or
not in connection with litigation) and court costs) which any of
them may sustain or suffer by reason of a breach or claim of
breach of any of the covenants, agreements, representations or
warranties of Production Company contained in this Agreement.
If any third party files a claim against Distributor, or any officer,
director or employee of Distributor, alleging facts which, if true,
would be subject to Production Company's indemnity hereunder,
Distributor, and any such officer, director or employee shall be
entitled to representation by the counsel of its choice in such
action and the cost thereof shall be included in Production
Company's indemnity hereunder. In addition to any and all rights
and remedies granted to Distributor hereunder, Distributor shall
have the right to set off against any monies payable to
Production Company hereunder the amount of any such liability,
damage, cost or expenses. COMMENT

8. TERM, TERRITORY, OWNERSHIP AND RIGHTS:

(a) Term and Territory: This Agreement and all of Distributor's

rights hereunder shall be in full force and effect forever (''Term'')
throughout the entire universe (''Territory''). COMMENT

(b) Ownership and Exploitation Rights:

(i) Upon delivery of the Picture to Distributor hereunder,

Distributor shall own (and Production Company does hereby
grant, sell and assign to Distributor) solely and exclusively,
throughout the Term and the Territory, all right, title and interest
in and to the Picture, the copyright (including all renewals and
extensions) therein, all literary, dramatic and other material
contained in, or upon which the Picture is based or produced or
created in connection with the Picture (including, without
limitation, the Screenplay and all music and lyrics), all negatives,
positive prints and all other physical, tangible and intangible
properties, rights and licenses acquired, produced or created in
connection with the Picture, and shall have the sole and exclusive
right to, and to license others to, exhibit, distribute, market,
exploit, sell, advertise, publicize, perform, dispose of, turn to
account or otherwise deal in or with any or all of the foregoing in
such manner and in and by such media as Distributor may in its
sole discretion determine, without any obligation or liability
whatsoever to Production Company with respect thereto except
as herein specifically provided. Concurrently herewith Production
Company is executing and delivering to Distributor the
Assignment attached hereto. Upon delivery of the Picture to
Distributor hereunder, Distributor shall have the right to date
said Assignment (and Distributor is hereby irrevocably appointed
Production Company's attorney-in-fact for such purpose) and
register the Assignment with the United States Copyright Office.

(ii) Without limiting the generality of Clause 8(b)(i) above,

Distributor shall have the perpetual right throughout the
Territory:

(A) To exercise its rights as specified in Clause 8(b)(i) with

respect to the Picture, including, but not limited to, all sound and
music contained therein, excerpts therefrom and trailers thereof,
in any and all forms and manners, lengths, languages and
versions, sizes and gauges of film or other material, by any and
every means, method, process or device now known or which
may hereafter be discovered, invented, developed, devised or
created (including, without limitation, by means of film, tape,
wire, discs, cartridges, and cassettes), and in any and all
markets, including, without limitation, the theatrical, non-
theatrical, television (whether so-called ''free,'' ''pay,'' ''cable'' or
otherwise) or home showings, educational, and industrial
markets;

(B) To select, designate or change the title of the Picture in its

discretion and to release the Picture in any and all parts of the
Territory under such title or titles as Distributor may designate;

(C) To make any and all changes and modifications in the Picture
which Distributor shall, in its sole discretion, determine to be
necessary or desirable, including, without limitation, to: re-cut,
edit, re-edit, add to, delete from and re-record, rescore, dub
and/or reorganize the Picture or any part or parts thereof
(including the main and end titles thereof), and make foreign
versions (including titled, super-imposed and dubbed versions)
and shorter versions of the Picture, including so-called
''featurettes;''

(D) To use for any purpose, or dispose of, any and all: (1)
physical properties acquired for the Picture; and (2) cutouts,
trims, second takes, tests, sound effects tracks, dialogue tracks,
process keys and background and such portions of the Picture as
finally edited as may be desirable by Distributor for inclusion in
stock shot, process shot, sound effects and music libraries;

(E) To cause or permit the interpolation of advertising material at

intervals during the television, cable or similar exhibition of the
Picture and otherwise to conform to the needs, practices and
customs of any such exhibition;

(F) To announce and include on the positive prints of the Picture

and trailers thereof and in all advertising and publicity relating
thereto, in such manner, position, form and substance as
Distributor may elect: (1) Distributor's name, trademark and
presentation announcement; (2) the designation of Distributor or
any of its subsidiaries, affiliates and licensees as the distributor
of the Picture; and (3) any and all of the credits and matters
specified in Clause 3(b) above;

(G) To manufacture or cause to be manufactured such positive

prints, preprint and other materials and to cause the
performance of such laboratory work with respect to the Picture
as Distributor may require and to cause trailers of the Picture to
be produced, manufactured, exhibited and distributed by every
means, method or device now or hereafter known;

(H) To manufacture and distribute or cause to be manufactured

and distributed advertising accessories of all types and kinds,
which shall be the property solely of Distributor, and to advertise,
publicize and exploit the Picture by such means, methods and
devices and in such media, and to such extent as Distributor in
its sole discretion may deem desirable;

(I) To issue and authorize publicity and to use, produce,

transmit, broadcast, exploit, publicize, exhibit and control in
connection with the production, distribution, exhibition,
advertising and exploitation of the Picture, the names,
photographs, likenesses, voices and other sound effects, as well
as recordings, transcriptions, films and other reproductions
thereof, of the director, all members of the cast, and all other
persons rendering services in connection with the picture,
including all so-called commercial tie-ups and by-product rights;
and to broadcast by radio and television, by living actors,
electrical transcriptions, filmed or otherwise in any language, the
underlying literary material and screenplay on which the Picture
is based, and to publish or cause to be published synopses,
resumes, abridgements, fictionalizations or novelizations thereof;

(J) To produce or cause to be produced one or more motion

pictures, including, without limitation, television motion pictures
and series and motion pictures which constitute sequel(s) to or
remake(s) of, the Picture (as the terms ''sequel'' and ''remake''
are customarily used and understood in the motion picture
industry), and to distribute, exhibit and otherwise exploit the
same in any and all media (including without limitation,
television) throughout the Territory or to dispose of the same as
Distributor may in its sole discretion determine, without any
obligations whatsoever to Production Company with respect
thereto;

(K) To publish, market and exploit all music or lyrics written for
or in connection with the Picture and any and all rights therein;

(L) To use and license any other person, firm or corporation to

use all or any part of the sound recordings made for the Picture
and/or all or any part of the musical scores and individual parts
used in, or in connection with the Picture for the purpose of
producing or reproducing phonograph, tape, wire or other
recordings of any kind for any purpose;

(M) To use, exercise, employ, merchandise and exploit the name

of the Picture and all of the characters, situations, objects,
property, wardrobe, designs, equipment or events depicted,
described or portrayed in the Picture (including, without
limitation, in connection with the licensing, production or other
exploitation of toys, comic books, posters, buttons, etc.);

(N) To write (or cause to be written), publish, market and

exploit, and authorize others to write (or cause to be written),
publish, market and exploit, novelizations of, and other
publications based upon, the Screenplay or other material based
thereon or otherwise written, produced or created in connection
with the Picture; and

(O) To cause the Picture to be copyrighted in accordance with

Distributor's customary practices, in the name of Distributor and
to cause the renewal and extension of any such copyright if
Distributor shall so elect. Distributor shall not be liable to
Production Company, or any other person, firm or corporation, if
there is any defect in any such copyright. Distributor may, in its
own name or in the name of the copyright proprietor or
otherwise, take such steps as Distributor may deem necessary or
appropriate by action at law, or otherwise, to prevent
unauthorized reproduction, exhibition or distribution of the
Picture, or any infringement of the copyright of the Picture, or to
prevent any impairment of, encumbrance on, or infringement
upon the rights of Production Company or Distributor under this
Agreement. COMMENT

(c) Import and Export Licenses, Subsidies and Quotas:

Distributor shall be entitled to all subsidies, prizes and the benefit
of all import and/or export licenses and/or quotas and/or similar
benefits with respect to the Picture which would entitle the
Picture to be imported into or exhibited in any country or
territory. Production Company shall notify Distributor of such
licenses and/or quota benefits and transfer and assign the same
to Distributor upon request. If it is not legally permissible to
make such transfer and assignment, the same shall be held in
trust, for the sole benefit of Distributor. The foregoing provision
shall apply to all future arrangements which may come into being
under the European Common Market Plan and/or treaties or
other favorable arrangements for the foreign importation or
exhibition of films. COMMENT

(d) Talent Options: Distributor shall control all options acquired

by company to require the services of persons engaged to render
services in connection with the Picture. COMMENT

9. MISCELLANEOUS:
(a) Licenses and Permits, Etc.: Production Company shall duly
and promptly apply for an procure all necessary consents,
licenses and permits which may be required from any
governmental agencies in connection with this Agreement and
the production of the Picture, including, without limitation, the
qualification of the Picture for ''nationality'' of the country (or
countries) of production and for all aid, subsidies, licenses, quota
and other benefits resulting or accruing therefrom, all work
permits, immigration requirements and all permits required for
the export of the Picture from the place of production and the
import thereof into the United States or other place of delivery
designated by Distributor. COMMENT

(b) Assignments: This Agreement is personal to Production

Company, and, except as provided in Clause 16 of Exhibit ''B''
attached hereto, no rights hereunder may be sold, transferred,
assigned, mortgaged, pledged, hypothecated or otherwise
disposed of by Production Company; no rights hereunder shall
devolve by operation of law or otherwise upon any receiver,
trustee, or assignee of Production Company; and Production
Company shall not assign, subcontract or delegate any of its
production obligations hereunder. COMMENT

(c) Miscellaneous Services and Facilities: If Distributor, or any

subsidiary or affiliate of Distributor, shall furnish, supply, render,
procure, arrange for, or make available to Production Company
for, or in connection with, the Picture, any materials, equipment,
facilities or services, including, but not limited to, laboratory or
studio facilities, transportation, travel, trucking, insurance, hotel
accommodations, lodging, catering, advertising, costumes or
props, it, or such subsidiary or affiliate, shall be entitled to
charge and receive payment therefor in the same manner as if
the same were furnished, supplied, rendered, procured, arranged
for or made available by persons, firms, or corporations other
than Distributor or its subsidiaries or affiliates.
COMMENT

(d) Supplemental Documents: Production Company will from

time to time, upon Distributor's request, execute, acknowledge
and deliver such instruments as may be necessary and proper to
evidence, maintain, effectuate or defend any and all of the rights
of Distributor under any provision of this Agreement. Should
Production Company fail to execute, acknowledge or deliver any
such supplemental document upon Distributor's written request
(including, without limitation any document renewing and/or
extending the copyright in the Picture), Distributor shall have,
and is hereby granted, the rights for and on behalf of Production
Company, as Production Company's attorney-in-fact, to execute
acknowledge and deliver such document. Production Company
hereby agrees that the foregoing appointment is irrevocable and
constitutes a power coupled with an interest. COMMENT

(e) General: Nothing herein contained shall constitute a

partnership between, or joint venture by, the parties hereto or
constitute either party the agent of the other. Neither party shall
hold itself out contrary to the terms of this Clause, and neither
party shall become liable for the representation, act or omission
of the other contrary to the provisions hereof. Nothing contained
in this Agreement shall be construed so as to require the
commission of any act contrary to law, and wherever there is any
conflict between any provision of this Agreement and any
statute, law, ordinance, order or regulation, the latter shall
prevail, but in such event any provision of this Agreement so
affected shall be curtailed and limited only to the extent
necessary to bring it within the legal requirements. No waiver of
any breach of any provision hereof shall be deemed a waiver of
any preceding or succeeding breach. This Agreement expresses
the entire understanding of the parties hereto and replaces any
and all former agreements, understandings or representations
relating in any way to the subject matter hereof, and contains all
of the terms, conditions, understandings and promises of the
parties hereto in the premises. No modification, alteration or
amendment of this Agreement shall be valid or binding unless in
writing and signed by the party to be charged therewith. No
officer, employee or representative of Distributor has any
authority to make any representation or promise not contained in
this Agreement, and Production Company acknowledges that
Production Company has not executed this Agreement in reliance
upon any promise or representation not expressly set forth in
this Agreement. Neither the expiration of this Agreement nor any
other termination thereof shall affect Distributor's ownership of
the Picture or any other rights or privileges of Distributor
hereunder, or any warranty or undertaking of Production
Company under this Agreement. Wherever Distributor is entitled
in this Agreement to act as Production Company's attorney-in-
fact, said appointment shall be a power coupled with an interest
and Distributor shall have full power of delegation and
substitution. COMMENT

(f) Notices: All notices, or other documents (collectively,

''notices'') which any party shall be required to or shall desire to
give to the other hereunder shall be in writing, unless otherwise
specified, and shall be addressed or directed to the party
intended to receive the same at its address provided for herein.
All such notices shall be given in one of the following ways: (1)
by personal delivery; or (2) by United States mail, postage
prepaid, airmail (if available); or (3) by delivery, toll prepaid to a
telegraph or cable company; or (4) by transmittal by any
electronic means whether now known or hereafter developed,
including but not limited to, telex, telecopier, or laser
transmissions, able to be received by the party intended to
receive notice. If so delivered, mailed, telegraphed, cabled, or
transmitted, each such notice shall, except as herein expressly
provided, be conclusively deemed to have been given when
personally delivered or on the date of delivery to the telegraph or
cable company or when electronically transmitted or on the first
business day following the date of mailing, as the case may be.
Any such notice shall be given to Production Company addressed
as follows:

(name and address of production company)

with a courtesy copy to:

(name and address of attorney for production company)

and to Distributor addressed as follows:

(name and address of distributor)

with a courtesy copy to:

(name and address of attorney for distributor) COMMENT

(g) Governing Law: All matters pertaining to this Agreement

(including its validity, performance and breach) shall be governed
by the laws of (specify, e.g., California) applicable to contracts made
and to be performed entirely in the State of (specify, e.g., California).
COMMENT

(h) Written Approvals: Any approvals given under this Agreement

shall be made in writing. Production Company may not exercise
any approval granted to it herein in a manner which might
interfere with the production, distribution or exploitation of the
Picture. COMMENT

(i) Paragraph Headings: Clause headings as used in this

Agreement are for convenience only and are not a part hereof,
and shall not be used to interpret, any provision of this
Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed and

delivered this Agreement as of the date first written above.

(Name of Distributor)
By _________________
Its _________________
(Name of Production Company)
By _________________
Its _________________