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1. Assignment And Grant of Rights: Assignor hereby irrevocably grants, sells, assigns, conveys and sets over to Assignee in perpetuity, throughout the world, all of Assignor’s right, title and interest of every kind and nature in and to the Project, and any and all underlying material, life story rights, titles, themes, characters, screenplays, stories, treatments, and outlines related too any of such projects, and all translations, adaptations, revisions, sequels and other versions thereof and any other material of any kind pertaining or related to any of such projects, whether now owned or hereafter acquired by Assignor (collectively, the “Properties”), including, without limitation, all of Assignor’s rights to produce, distribute, exhibit, exploit and advertise in any and all media now known or hereafter devised, motion pictures based on the Properties and all copyrights and copyright interests relating thereto (in the United States and its possessions, and all foreign territories, whether statutory or common law, and any renewals and extensions thereof) and any right to receive revenue or other benefits from the Properties; and (ii) each of the contracts, agreements, assignments, documents and instruments entered into by Assignor that pertain to any of the Properties, including, without limitation, those contracts, agreements, assignments, documents and instruments made or entered into in connection with the Project, and the results and proceeds thereof (the “Assigned Agreements”), subject to such restrictions, if any, on such rights as are contained in the Assigned Agreements or any applicable and binding collective bargaining agreements.
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Agreement made this ____ day of ___ 200__ by and between _________ Limited
Partnership and having its principal place of business at 15230 Ventura
Boulevard, Suite #524, Sherman Oaks, CA 91403 (“LP”) and TAG Entertainment,
Inc., having its principal place of business at 4130 Cahuenga Boulevard, Second
Floor, Universal City, California 91602 (“TAG”) in connection with the
theatrical motion picture tentatively titled ” ______________.”

In consideration of the covenants and conditions hereinafter contained, and
other good and valuable consideration, the parties agree as follows:

I. (1) Picture Specifications: The “Picture” means and refers to a theatrical
motion picture being produced by LP and which conforms to the following
specifications:

(a) The Picture shall be a feature-length theatrical motion picture of no less
than 95 minutes and no more than 110 minutes (inclusive of main and end titles);
photographed in color using 35mm raw stock negative film designated by TAG;
exposed without a hard matte in the camera at a ratio of 1.33 to 1 and with each
scene composed for projection at an aspect ratio of 1.85 to 1; and, produced,
recorded (not dubbed) and delivered in the English language.

(b) The screenplay, budget, production and post production schedule, director,
producer, principal cast and principal locations of the Picture (as well as
changes in the foregoing) shall have been approved in writing by TAG.

(c) The Picture shall be, completely finished, fully edited and titled and fully
synchronized with language, dialogue, sound and music, recorded with sound
equipment pursuant to valid licenses, and in all respects ready, and of a
technical quality adequate for general release in first- class theaters in the
Territory.

(d) The Picture shall consist of a continuous and connected series of scenes
which conform in all material respects to the approved screenplay and shall
conform to the requirements of the Production Code of the Motion Picture
Association of America, Inc. and will qualify for an MPAA rating not more
restrictive than ” PG-13.”

All of the foregoing specifications are material and there shall be no changes
in them without TAG’s prior written approval, which TAG shall have no obligation
to grant.
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2. OPTION:

(a) In consideration of the payment to Owner of 250,000(the “Advance”), the receipt of which Owner acknowledges, which shall be applicable against and recoupable from any and all other payments to Owner hereunder, Owner hereby grants to Producer during the Option Period (as defined below) the exclusive and irrevocable option for each and every Subject Property to purchase all of the Rights (as defined below) in and to such Subject Property on and subject to the terms and conditions herein contained (individually an “Option” and collectively “Options”).

(b) (i) The Option for any Subject Property shall be effective only during the Option Period (as hereinafter defined) for that Subject Property. Each “Option Period” shall consist of the Initial Option Period (as defined below) plus, if applicable, the First Extended Period (as defined below), and, if also applicable, the Second Extended Period (as defined below).

(ii) The “Initial Option Period” for each Subject Property shall commence as of the date hereof (or, in the case of a Property that becomes a Subject Property after the date hereof, upon the date such Property becomes a Subject Property) and shall continue until December 31,2007.

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6. THIRD-PARTY AGREEMENTS. Producer shall not enter into any agreement with a third party with respect to any Rights or any Subject Property without Owner’s approval thereof (which approval shall not be withheld or delayed unreasonably, and which shall take into account then-current industry standards for the type of exploitation contemplated by the proposed agreement). Notwithstanding anything to the contrary contained herein, Owner’s right to approve third-party agreements shall extend to only to the parties involved and the material terms thereof.
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Standard Picture Requirements

(as may be amended by written agreement between the Parties for each Picture)

1. Length

93 minutes long without end credits plus shorter version if required by Regent

2. Budget

Per paragraph 2.3, but in any event not less than US$1,000,000

3. Film Stock

Color, 35mm

4. Language

English

5. MPAA rating

Eligible for rating no more restrictive than “R”

6. Director

7. Lead Cast

8. Special Effects Facility

9. Pre-Sales to be Secured by Regent

10. Production Schedule

11. Delivery Date

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SCHEDULE 2

Delivery Schedule

This Delivery Schedule is attached to and made part of the Agreement (the “Agreement”) dated as of —, between Regent Worldwide Sales, LLC (“Regent”) and Public Media Works, Inc. (“Public”). The following constitutes the schedule of delivery items (collectively the “Materials”) required to be delivered by Public to Regent in connection with each Picture. Public shall (at Public’s sole cost and expense) deliver to Regent, at such location (including such laboratories), as Regent shall designate, each and all of the Materials for the Picture described below. The Materials shall be in technically satisfactory condition for purposes of Regent’s exploitation of the Picture pursuant to the Agreement. All Agreements and other documentation constituting Materials hereunder shall be subject to Regent’s approval. Regent will review the Materials after delivery. If Regent, in its reasonable discretion, determines that all or any part of the Materials are incomplete or unacceptable, Regent will notify Public in writing thereof in accordance with Paragraph 19 of this Agreement. Delivery of the Materials for the Picture shall be deemed complete when Regent has accepted delivery of the Materials for the Picture by sending Public written notice hereof.

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SCHEDULE “2 (A)”

[DATE]

[LAB NAME]
[LAB ADDRESS]
Attn:

Re: Lab Access Letter – “[PICTURE NAME]”

Dear

This will advise you that pursuant to a written agreement (“Agreement”), the undersigned has granted to Regent Worldwide Sales, LLC (“Regent”), certain marketing and sales rights for the motion picture entitled “xxxxx” (“Picture”).

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SCHEDULE “3 (A)”

MUSIC CUE SHEET

Original Title:

Total Length:

Total Music:

Total Score:

Feature:

Producer/Country of Origin:

Director:

Music Editor:

Principal Actors:

1.
Title of Composition:
Time:

Composer:
Reel No:

Publisher:

Vocal or Instrumental:

Background or Visual:

Master License required:
Public:

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SCHEDULE “3 (B)”

TITLE AND CREDIT REQUIREMENTS

The information set forth below shall be backed up by summaries of the relevant contractual credit provisions for each party entitled by contract to receive the credit set forth below, which summaries shall be attached to this memorandum when it is submitted to Regent Entertainment Pictures.

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SCHEDULE “3 (C)”

CERTIFICATE OF ORIGIN

This will certify that this Motion Picture was entirely made with American financing in the United States of America, and on the basis of the foregoing it is requested that this Motion Picture be treated in the territory of xxxx as a United States production for distribution, exhibition and importation purposes.

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“SCHEDULE 4”

ATTESTATION D’AUTEUR
AUTHOR’S CERTIFICATE

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SCHEDULE 5

SHORT FORM MEMORANDUM OF DISTRIBUTION RIGHTS

Reference is made to that certain screenplay entitled “[ ]” written by [ ] and registered in the United States Copyright Office in the name of [ ] on [ ], Certificate No. [ ] (the “Screenplay”) and that certain theatrical motion picture entitled [“ ”] based upon the Screenplay (the “Picture”).

KNOW ALL MEN BY THESE PRESENTS: That the undersigned, for value received, hereby licenses, grants, assigns and sets over unto REGENT WORLDWIDE SALES, LLC and its successors and assigns (herein called “Licensee”), certain right, title and interest in and to the Screenplay and the Picture (which together with the title, themes, contents and characters and other versions thereof, are hereinafter called the “Work”), including, but not limited to worldwide distribution rights in all media, and to other rights under copyright, for a term of years and subject to certain conditions, as more particularly set forth in that certain Distribution Rights License Agreement (the “Agreement”) between the undersigned and Licensee dated as of [ ].
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This Agreement, executed on the day below written, is by and between Futura Pictures (hereinafter “Producer”), and Don Tsuchiyama (hereinafter “Writer”) with respect to the unpublished literary work tentatively entitled “Cass & Karri” (which, together with themes, characters, contents, alternate titles, and other versions thereof, is hereinafter called the “Property”), as follows:

1. CONSIDERATION AND TERM: In consideration of the sum o Five Thousand (5,000) Shares of Futura Pictures, Inc., common stock, and other good and valuable consideration, receipt of which Writer hereby acknowledges, Writer grants to Producer an exclusive and irrevocable option to purchase all motion picture, television, and allied rights in the Property (“Option”), such option period commencing on the date hereof (“Commencement Date,” which shall be the date both parties signed or the later of the two dates, if different) and continuing for twelve (12) months (“Term”).
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This Agreement, executed on the day below written, is by and between Futura Pictures (hereinafter “Producer”), and Don Tsuchiyama (hereinafter “Writer”) with respect to the unpublished literary work tentatively entitled “Cass & Karri” (which, together with themes, characters, contents, alternate titles, and other versions thereof, is hereinafter called the “Property”), as follows.

1. CONSIDERATION AND TERM: In consideration of the sum of Five Dollars ($5.00), receipt of which Writer hereby acknowledges, Writer grants to Producer a one-year extension of the exclusive and irrevocable option to purchase all motion picture, television, and allied rights in the Property (“Option”), such option period commencing on the date hereof (“Commencement Date,” which shall be the date both parties signed or the later of the two dates, if different) and continuing for twelve (12) months (“Term”).
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Dear Bob:

The following are the terms of the agreement between Warner Bros. Inc. and Studio 21 Productions, Inc., a wholly-owned subsidiary of National Lampoon, Inc. for Matty Simmons to develop, and if set for production by Warner Bros., to produce a motion picture tentatively entitled “NATIONAL LAMPOON’S VACTION ‘58”, based upon John Hughes’ story published in issue No. 43 of the magazine “NATIONAL LAMPOON” in September, 1979.

1. Development

Matty Simmons to perform all development services required by Warner Bros. For the following consideration payable to Studio 21:

A. $15,000 payable one-half on the later of signature by studio 21 and National Lampoon, Inc. of a copy of this letter or commencement of John Hughes’ a service pursuant to a signed agreement for his services, and one-half on the earlier of completion of Hughes’ writing services on the first draft and set of revisions or abandonment of the projects;

B. $10,000 if Warner Bros. exercises the option for the second draft screenplay from Hughes, or budgets the first draft screenplay written by Hughes, or hires another writer, payable one-half when Warner Bros. options the second draft from Hughes, elects to budget Hughes first draft, or hires another writer, and one-half upon the earlier of completion of the second draft by Hughes, completion of all writing services required by Warner Bros. of the second writer, or the earlier of abandonment of the project or when the picture is set for production; and

C. $5,000 if Warner Bros. options a second draft by Hughes and thereafter hires another writer, or budgets the second draft screenplay by Hughes or any screenplay written by a subsequent writer, payable one-half when Warner Bros. hires a subsequent writer or elects to budget Hughes’ second draft or any screenplay written by another writer, and one-half upon the earlier of abandonment of the project or when the picture is set for production.
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MASTER DEVELOPMENT AND DISTRIBUTION AGREEMENT dated as of August 31, 2005 (this “Agreement”) by and among MVL FILM FINANCE LLC, a Delaware limited liability company (“MVL”), MVL PRODUCTIONS LLC, a Delaware limited liability company (“MPROD”), and MARVEL STUDIOS, INC., a Delaware corporation (“Marvel Studios”).

PRELIMINARY STATEMENTS:

WHEREAS, MVL owns certain Film Rights with respect to Marvel characters which it intends to license to Production Companies, each of which will be engaged pursuant to a Production Services Agreement to produce a Motion Picture relating to the Film Rights for a Main Character, Character Title or, if applicable, a Subsidiary Character;

WHEREAS, MPROD has agreed to undertake on behalf of MVL certain responsibilities with respect to each such Motion Picture including those relating to pre-production, development, supervision of production and delivery of Completed Films (acting in such capacity, the “Development Company”);

WHEREAS, in order to exploit all of the Film Rights with respect to each Completed Film, MVL desires to license to MPROD such Film Rights, and MPROD desires to accept such license (acting in such capacity, the “Master Distributor”); and

WHEREAS, MPROD is a Subsidiary of Marvel Studios and Marvel Studios is expected to receive substantial direct and indirect benefits from the production and distribution of Motion Pictures pursuant to this Agreement (which benefits are hereby acknowledged).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

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SECTION 2. OBLIGATIONS OF THE DEVELOPMENT COMPANY.

MPROD hereby agrees to act as the “Development Company” hereunder and to perform the obligations of the Development Company set forth herein. The Development Company shall perform all of its obligations under this Agreement and otherwise with respect to each Motion Picture to the same extent as if the Film Rights with respect to such Motion Picture were owned by the Development Company, and conforming to the same high quality control standards that the Marvel Companies have used in connection with motion pictures based on Marvel characters prior to the date hereof and not less than those exercised by the Major Studios with respect to their own motion pictures. The parties acknowledge and agree that under no circumstances shall the performance of any Completed Film be evidence of MPROD’s adherence (or failure to adhere) to any production or quality control standard. MVL and the Development Company agree as follows:

(a) Pre-Production Services. With respect to each Motion Picture, the Development Company shall perform or cause the performance of all development and pre-production services on behalf of MVL, with the object of creating a Motion Picture that will be a Completed Film, including the following:

(i) developing a film concept for such Motion Picture based on one or more of the Main Characters, Character Titles or, if applicable, one or more of the Subsidiary Characters in accordance with Section 3.2.2 of the MVL License Agreement;

(ii) identifying, recruiting and negotiating contracts with screenwriters, a director, the cast and the production staff for such Motion Picture;

(iii) preparing a Budget for such Motion Picture consistent with all Participation Caps as set forth herein;

(iv) developing the production design of such Motion Picture;

(v) preparing a production schedule and a Delivery Schedule for such Motion Picture;
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